-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SrAqO8SroVo2pyqznRDoOpKVJwp49YCdidoNZTO0Ap2/OehVEUMI1U3BIE4qeNFn slip6dvcNCcGqxUb+px9xg== 0001372901-08-000003.txt : 20080509 0001372901-08-000003.hdr.sgml : 20080509 20080509080956 ACCESSION NUMBER: 0001372901-08-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Norquest Acquisition Corp. CENTRAL INDEX KEY: 0001411167 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84000 FILM NUMBER: 08816060 BUSINESS ADDRESS: STREET 1: 305 MADISON AVENUE STREET 2: C/O WILLIAM TAY, SUITE 1166 CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 917-591-2648 MAIL ADDRESS: STREET 1: P.O. BOX 42198 STREET 2: C/O WILLIAM TAY CITY: PHILADELPHIA STATE: PA ZIP: 19101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TBM INVESTMENTS, INC. CENTRAL INDEX KEY: 0001372901 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 305 MADISON AVENUE STREET 2: SUITE 1166 CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 917-591-2648 MAIL ADDRESS: STREET 1: 305 MADISON AVENUE STREET 2: SUITE 1166 CITY: NEW YORK STATE: NY ZIP: 10165 SC 13D 1 norquest13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NORQUEST ACQUISITION CORP. ------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.0001 PER SHARE ---------------------------------------- (TITLE OF CLASS OF SECURITIES) TO BE APPLIED FOR ----------- (CUSIP NUMBER) WILLIAM TAY C/O TBM INVESTMENTS, INC. 305 MADISON AVENUE, SUITE 1166 NEW YORK, NY 10165 EMAIL: WTAY@56K.NET TEL/FAX: (917) 591-2648 MAILING ADDRESS: WILLIAM TAY P.O. BOX 42198 PHILADELPHIA, PA 19101 ----------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) MAY 9, 2008 ----------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). | 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William Tay - -------------------------------------------------------------------------------- | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) |_| (b) |_| - -------------------------------------------------------------------------------- | 3 | SEC USE ONLY - -------------------------------------------------------------------------------- | 4 | SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION US - -------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER 31,340,000 shares of common stock - -------------------------------------------------------------------------------- | 8 | SHARED VOTING POWER N/A - -------------------------------------------------------------------------------- | 9 | SOLE DISPOSITIVE POWER 31,340,000 shares of common stock - -------------------------------------------------------------------------------- | 10 | SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,340,000 shares of common stock - -------------------------------------------------------------------------------- | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * N/A - -------------------------------------------------------------------------------- | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - -------------------------------------------------------------------------------- | 14 | TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer This Schedule 13D relates to the Common Stock of Norquest Acquisition Corp., a Delaware corporation. The principal executive office of the Company is located at c/o William Tay, TBM Investments, Inc., 305 Madison Avenue, Suite 1166, New York, New York 10165. ITEM 2. Identity and Background (a)-(c) This Statement on Schedule 13D is being filed by William Tay. Mr. Tay's business address is at c/o TBM Investments, Inc., 305 Madison Avenue, Suite 1166, New York, New York 10165. Mr. Tay is the President and Director of Norquest Acquisition Corp., a Director and Officer of TBM Investments, Inc., and is a private investor. (d)-(e) During the last five years, Mr. Tay: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Tay is a US citizen. ITEM 3. Source of Amount of Funds or Other Compensation On January 11, 2008, Norquest Acquisition Corp. issued Mr. Tay 31,340,000 restricted shares of its common stock in exchange for incorporation fees and annual resident agent fees in the State of Delaware, and developing our business concept and plan, valued at $3,134.00. ITEM 4. Purpose of Transaction Mr. Tay may cause Norquest Acquisition Corp. (the "Company") to seek a suitable acquisition candidate through acquisition, merger, reverse merger or other suitable business combination method, or Mr. Tay may seek to sell a controlling interest in the Company to a third party. Except for the foregoing, Mr. Tay has no present intent or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of Directors or to fill any vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) any other material change in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12 (g) (4) of the Exchange Act or (x) any action similar to those enumerated above. Mr. Tay reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above. ITEM 5. Interest in Securities of the Issuer (a) William Tay beneficially owns 31,340,000 shares of Common Stock, $.0001 par value, of Norquest Acquisition Corp. The shares of Common Stock beneficially owned by Mr. Tay constitute 100% of the total number of shares of common stock of Norquest Acquisition Corp. Applicable percentages are based upon 31,340,000 shares of common stock issued and outstanding as of the date of this filing. (b) Mr. Tay has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, the shares beneficially owned by Mr. Tay. (c) Mr. Tay acquired the Common Stock as a result of the transactions discussed in ITEM 3, above. (d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. Tay. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer None ITEM 7. Material to be Filed as Exhibits None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 9, 2008 By: /s/ William Tay - ----------------------------- William Tay -----END PRIVACY-ENHANCED MESSAGE-----