UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



R

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2008



£

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



For the transition period from ___ to ___



Commission file number: ____53129___



NORQUEST ACQUISITION CORP.

(Exact name of registrant as specified in its charter)



|                                                                                                       |                                                                       
|------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------
|_______________Delaware________________
(State or other jurisdiction of incorporation or organization) | __________to be applied__________
(I.R.S. Employer Identification No.)
|905 West Main Street, Broadleaf Sq. Suite #23, Durham, NC
(Address of principal executive offices)     | __27701__
(Zip Code)                                                  



Registrants telephone number, including area code: _919.682.9484_



The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  R   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:



|                          |                            
|------------------------- | ---------------------------
|Large accelerated filer £ | Accelerated filed £        
|Non-accelerated filer   £ | Smaller reporting company R



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



The number of shares outstanding of the registrant’s common stock as of October ___, 2008 was 31,340,000 shares with $.0001 par value per share.







#





TABLE OF CONTENTS



PART I  FINANCIAL INFORMATION



Item 1.  Financial Statements

5

Balance Sheets

6

Statements of Operations



Statements of Cash Flows

7



Notes to the Financial Statements

8



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations

10



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.  Controls and Procedures

12



PART II  OTHER INFORMATION



Item 1.   Legal Proceedings

14

Item 1A Risk Factors

14

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

14

Item 3.   Defaults Upon Senior Securities

14

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

14

Item 5.  Other Information

14

Item 6.  Exhibits

14

Signatures

15









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-SB.





NORQUEST ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

(UNAUDITED)



|                                                                                                         | For the Three-Months Ended September 30, 2008 | Period from Inception (January 11, 2008) to September 30, 2008
|-------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------
|                                                                                                         |                                               |                                                               
|ASSETS                                                                                                   |                                               |                                                               
|Current Assets                                                                                           |                                               |                                                               
|Cash and cash equivalents                                                                                | $                   -                         | $                     -                                       
|Total Current Assets                                                                                     | -                                             | -                                                             
|                                                                                                         |                                               |                                                               
|Total Assets                                                                                             | $                   -                         | $                     -                                       
|                                                                                                         |                                               |                                                               
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                     |                                               |                                                               
|Current Liabilities                                                                                      | $                   -                         | $                     -                                       
|Total Liabilities                                                                                        | -                                             | -                                                             
|                                                                                                         |                                               |                                                               
|Stockholders Equity (Deficit)                                                                           |                                               |                                                               
|Preferred stock - $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding        |                                               |                                                               
|Common stock - $.0001 par value; 250,000,000 shares authorized; 31,340,000 shares issued and outstanding | 3,134                                         | 3,134                                                         
|Deficit accumulated during development stage                                                             | (3,134)                                       | (3,134)                                                       
|Total Stockholders Equity (Deficit)                                                                     | -                                             | -                                                             
|Total Liabilities and Stockholders Equity                                                               | $                   -                         | $                     -                                       





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





NORQUEST ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)





|                                        | For the Three-Months Ended September 30, 2008 | Period from Inception (January 11, 2008) to September 30, 2008
|--------------------------------------- | --------------------------------------------- | --------------------------------------------------------------
|Revenues                                |                                               |                                                               
|Revenues                                | $               -                             | $              -                                              
|Total Revenues                          | -                                             | -                                                             
|                                        |                                               |                                                               
|Operating Costs and Expenses            |                                               |                                                               
|General & Administrative Expenses       | -                                             | 3,134                                                         
|Total Operating Costs and Expenses      | -                                             | -                                                             
|                                        |                                               |                                                               
|Net Income (Loss)                       | $               -                             | $              (3,134)                                        
|                                        |                                               |                                                               
|Basic and diluted loss per common share | $               -                             | $              (0.00)                                         
|Basic and diluted weighted average      |                                               |                                                               
|Common shares outstanding               | 31,340,000                                    | 31,340,000                                                    





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



5





NORQUEST ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                     | For the Three-Months Ended September 30, 2008 | Period from Inception (January 11. 2008) to September 30, 2008
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------
|Cash Flows from Operating Activities                 |                                               |                                                               
|Net loss                                             | $                 -                           | $                (3,134)                                      
|Issuance of stock for services rendered              | -                                             | 3,134                                                         
|Net Cash Provided (Used) by Operating Activities     | -                                             | -                                                             
|                                                     |                                               |                                                               
|Cash Flows from Investing Activities                 | -                                             | -                                                             
|Net Cash Used in Investing Activities                | -                                             | -                                                             
|                                                     |                                               |                                                               
|Cash Flows from Financing Activities                 | -                                             | -                                                             
|Net Cash Provided by Financing Activities            | -                                             | -                                                             
|                                                     |                                               |                                                               
|Net Change in Cash and Cash Equivalents              | -                                             | -                                                             
|                                                     |                                               |                                                               
|Cash and Cash Equivalents at Beginning of Period     | -                                             | -                                                             
|                                                     |                                               |                                                               
|Cash and Cash Equivalents at End of Period           | $                  -                          | $               -                                             
|                                                     |                                               |                                                               
|Noncash Financing and Investment Activities          |                                               |                                                               
|Common stock issued to founder for services
Rendered | -                                             | 3,134                                                         
|                                                     |                                               |                                                               
|Supplemental Cash Flow Information                   |                                               |                                                               
|Interest paid                                        | $                 -                           | $               -                                             
|Income taxes paid                                    | $                 -                           | $               -                                             





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









NORQUEST ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2008



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.  The Company has been inactive since inception and 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.



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 September 30, 2008.



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 consolidated 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 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



On January 11, 2008, the Board of Directors issued 31,340,000 shares of common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.



The Company has the following classes of capital stock as of September 30, 2008:



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.





Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



In this report references to Norquest Acquisition, the Company, we, us, and our refer to Norquest Acquisition Corp., a Delaware corporation.



FORWARD LOOKING STATEMENTS



The U.S. Securities and Exchange Commission (SEC) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as may, will, intend,  expect, believe, anticipate, estimate, project, or continue or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



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 10-KSB annual report.  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.



COMPANY OVERVIEW



We were organized on January 11, 2008, as a blank check or shell company under the Laws of the State of Delaware.  We do not currently engage in any business activities that provide cash flow.  From inception, our primary activity has been directed towards organizational efforts, compliance matters and locating potential merger or acquisition candidates.  Our primary purpose is to engage in a merger with or acquisition of one or more private domestic or foreign companies.



BUSINESS COMBINATION



Our main objective is to achieve long-term growth potential through a combination with a business.  We will not restrict the potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.  At present, we have no business opportunities under contemplation for acquisitions.  No assurances can be given that we will be successful in locating or negotiating with any target business.



We may consider a business which has recently commenced operations, is a developing company in need of working capital, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.  Alternatively, a business combination may involve the acquisition of, or merger with, a company which does not need substantial financing, but which desires to establish a public trading market for its shares.



Any selected target business may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that management will properly ascertain or assess all significant risks.



The business combination will most likely take the form of a non-cash merger, stock swap or stock-for-assets exchange.  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.  As may dictate by the transaction, the surviving company may register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.



RESULTS OF OPERATION



Net Revenue



The net revenues for the three months ended September 30, 2008 was $0.



The net revenues for the nine months ended September 30, 2008 was $0.



Operating Expenses



The operating expenses for the three months ended September 30, 2008 was $0.



The operating expenses for the nine months ended September 30, 2008 was $0.



Net Income



As a result of the above, the net income for the three months ended September 30, 2008 was $0.  The basic and diluted income per share was $0 during the three months ended September 30, 2008.



As a result of the above, the net income for the nine months ended September 30, 2008 was $0.  The basic and diluted income per share was $0 during the nine months ended September 30, 2008.



Liquidity and Capital Resources



As of September 30, 2008, we have $0 in cash and assets and $0 in current liabilities.



Cash Flows from Operating Activities



We do not currently engage in any business activities that provide cash flow.  The costs of investigating and analyzing business combinations will be financed by our stockholders, management or other investors.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Not applicable.



Item 4. Controls and Procedures



Disclosure Controls and Procedures



We maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our CEO concluded that our disclosure controls and procedures were effective.



Managements Report on Internal Control over Financial Reporting



Our CEO is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The policies and procedures include:



 maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,



 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and



 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.



Our management determined that there were no changes made in our internal controls over financial reporting during the third quarter of 2008 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.



PART II  OTHER INFORMATION



Item 1.  Legal Proceedings



None.



Item 1A.  Risk Factors



Not applicable.



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



None.



Item 5.  Other Information

None.



Item 6.  Exhibits



Exhibit Number, Name and/or Identification of Exhibit



|   |                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|   |                                                                                                                                                                              
|32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002











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 thereunto duly authorized.





NORQUEST ACQUISITION CORP.

(Registrant)



Date: October 20, 2008





/s/ Philip Wainwright

By:

Name: Philip Wainwright

Title: Chief Executive Officer,

Principal Financial Officer and Director

#





Exhibit 31.1



CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Philip Wainwright, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Norquest Acquisition Corp. for the period ended September 30, 2008;



2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and



(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and



(c)  Evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)  Disclosed in this report any change in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting;



5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):



(a) All significant deficiencies and material weaknesses in the design or operation of the internal controls which could adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls.



Date: October 20, 2008



/s/ Philip Wainwright



Name: Philip Wainwright

Title: Chief Executive Officer, Principal Financial Officer

#





Exhibit 32.1



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the annual report of Norquest Acquisition Corp. (the "Company") on Form 10-Q for the period ended September 30, 2008 (the "Report'), I, Philip Wainwright, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



October 20, 2008





/s/ Philip Wainwright



Name: Philip Wainwright

Title: Chief Executive Officer, Principal Financial Officer



#