N-CSR

FORM N-CSR

CERTIFIED SHAREHOLDERS REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act - file number:                               811-10419

Exact Name of registrant as specified in charter:                  NorthQuest Capital Fund, Inc.

Address of principal executive offices:                                 16 Rimwood Lane

                                                                                               Colts Neck, NJ  07722

Name and address of agent for service:                                Peter J. Lencki

                                                                                              16 Rimwood Lane

                                                                                              Colts Neck, NJ  07722

Registrant telephone number, including area code:              732-842-3465

Date of fiscal year:                                                                December 31st

Date of reporting period:                                                      12/31/2016

ITEM  1.   Report to Shareholders.

NORTHQUEST CAPITAL FUND, INC.

ANNUAL REPORT

DECEMBER 31, 2016

NorthQuest Capital Fund, Inc.

16 Rimwood Lane

Colts Neck, NJ  07722

1-800-239-9136

Ticker: NQCFX

www.NorthQuestFund.com

This Page Was Left Blank Intentionally

NORTHQUEST CAPITAL FUND, INC.

SHAREHOLDER LETTER   

DECEMBER 31, 2016 (UNAUDITED)

To the Shareholders of NorthQuest Capital Fund, Inc.:

The Fund’s total return for 2016 was 11.18%, which included a $1.58 per share distribution paid to all shareholders of the Fund on December 29, 2016. The table below compares the Fund’s performance with the S&P 500 Index Total Return with dividends reinvested.   

                                                                                                          2016 Performance

The Fund and Other Indexes                                                            Year-To-Date Gain

NorthQuest Capital Fund                                                                         

11.18 %

S&P 500 Index Total Return with dividends reinvested                          

11.96 %

Common Stock Securities Sold in 2016

NorthQuest sold entire positions in American Express Company (AXP), International Business Machines Corporation (IBM), Idexx Laboratories Inc. (IDXX), Parker Hannifin Corporation (PH), and PPG Industries, Inc. (PPG). The Fund also trimmed its position in Fiserv, Inc. (FISV) by selling 1,500 shares. The net profits from the sales of IDXX, FISV, PH and PPG and the net losses in the sales of AXP and IBM resulted in long-term capital gains of $313,680.

Common Stock Securities Purchased in 2016

The Fund purchased additional shares of Cognizant Technology Solutions Corporation (CTSH) and Hanesbrand, Inc. (HBI).  NorthQuest added seven new companies to the portfolio. The new positions include Apple, Inc. (AAPL), Home Depot, Inc. (HD), LKQ Corporation (LKQ), MasterCard, Inc. (MA), Middleby Corporation (MIDD), Nike, Inc. (NKE) and Rollins, Inc. (ROL).  See additional information about the companies in our portfolio on pages 2 and 3.

2016 Portfolio Performance

NorthQuest purchased $912,613 and sold $1,013,661 in common stock securities for an annual portfolio turnover rate of 30.61%. That was a high turnover rate for the Fund. Over the past five years the Fund’s annual portfolio turnover rate ranged from 0% to 18.46%. This high amount of investment transactions resulted from sharp declines in stock prices throughout 2016. These declines enabled the Fund to upgrade our portfolio by purchasing companies such as Apple and Nike that were selling at attractive low share prices. These companies were selling at lower share prices due to slowing sales and/or earnings. The Fund believes that Apple and Nike are repositioning their companies and that their current slumps are temporary. Home Depot, LKQ, MasterCard, Middleby, and Rollins were also added to the Fund’s portfolio. These new additions to the portfolio complied with or exceeded many of our performance metrics. Most importantly, they were selling at attractive share prices according to our calculations. Also these companies were consistently growing their sales and earnings over the past five years and were achieving high returns on their retained profits.

The companies that were sold and eliminated from our portfolio in 2016 were good companies but with specific issues. IBM and American Express were having problems staying up with their competition. Parker Hannifin and PPG were in mature businesses which limited future growth. And Idexx was sold because its share price became very

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NORTHQUEST CAPITAL FUND, INC.

SHAREHOLDER LETTER (CONTINUED)  

DECEMBER 31, 2016 (UNAUDITED)

expensive in relation to its earnings or its price to earnings ratio. As we sold these companies the proceeds were invested into the common stock securities mentioned above, which kept cash levels low.

The Fund’s total return of 11.18% fell short compared to the 11.96% for the S&P 500 Index Total Return. The Fund remains committed to meeting or surpassing this benchmark.

Please do not hesitate to call or write me if you have any comments or questions.  Thank you again for your trust, confidence, and investments.

Sincerely,

Peter J. Lencki                                                                                  January 14, 2017

President

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NORTHQUEST CAPITAL FUND, INC.

2016 Business Information about the Fund's Investments

DECEMBER 31, 2016 (UNAUDITED)

These comments are not recommendations to buy or sell these common stocks.
Common	Stock
Stock	Symbol
Apple, Inc.	AAPL
Products & Services:	AAPL designs, manufactures and sells mobile communication and media devices, personal computers, software, and other related services and accessories. Products include the Iphone, Ipad, Mac and Apple Watch.
C.R. Bard, Inc.	BCR
Products & Services:	BCR is a medical manufacturer and seller of medical instruments and products to physicians and medical institutions in the areas of vascular disease, urology, oncology, and diagnostic.
Cognizant Technology
Solutions Corporation	CTSH
Products & Services:	CTSH provides consulting, software and network solutions to help businesses centralize their computer systems to improve the sharing and analyzing of company data throughout all divisions of the company.
Fiserv Inc.	FISV
Products & Services:	FISV provides compliance, processing and payment solutions such as mobile banking, to financial companies, retailers, merchants, and government agencies.
HanesBrands Inc.	HBI
Products & Services:	HBI designs, manufactures, and sells undergarments including underwear, socks, bras, and t-shirts. Brands include Champion, Maidenform and Bali.
Home Depot, Inc.	HD
Products & Services:	HD is a home improvement retailer that sells home, garden, and lawn products to homeowners and professional contractors; and provides services to homeowners via independent professional contractors.
LKQ Corporation	LKQ
Products & Services:	LKQ distributes vehicles accessories, replacement auto parts, used or reconditioned auto parts, automotive glass, and collision auto body products to auto repair shops, collision repair shops, and to retail consumers. It serves markets in North America, Europe, China, and Taiwan.
MasterCard, Inc.	MA
Products & Services:	MA operates a payment processing network connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories.
Middleby Corporation	MIDD
Products & Services:	MIDD designs, manufactures, sells, and services commercial kitchen equipment and residential appliances and systems for industrial baking.

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NORTHQUEST CAPITAL FUND, INC.

2016 Business Information about the Fund's Investments (CONTINUED)

DECEMBER 31, 2016 (UNAUDITED)

These comments are not recommendations to buy or sell these common stocks.
Common	Stock
Stock	Symbol
McCormick & Co.	MKC
Products & Services:	MKC manufactures, markets and distributes spices, seasoning mixes, condiments, and other flavorful products to the entire food industry.
Nike, Inc.	NKE
Products & Services:	NKE designs, manufactures, markets, and sells athletic footwear and apparel in NorthAmerica, Europe, Asia and Emerging Markets.
Pepsico Inc.	PEP
Products & Services:	PEP is a global food and beverage company that includes various brands, such as Pepsi, Quaker Oats, Tropicana, Gatorade, Frito-Lay, Doritos, Cheetos, and Cracker Jack.
Rollins, Inc.	ROL
Products & Services:	ROL provides pest and termite control services to residential and commercial customers in North America, Europe, Australia, Caribbean, Middle East, Asia, the Mediterranean, Africa, and Mexico. Its subsidiaries include Orkin LLC, Western Pest Services, and Critter Control.
Starbucks Corp.	SBUX
Products & Services:	SBUX is a roaster, marketer, and retailer of specialty coffee, tea, bakery goods and sandwiches.
Stryker Corporation	SYK
Products & Services:	SYK manufactures: surgical power instruments and equipment; and hospital beds; and foot, ankle, hip, and knee reconstruction products; and spinal implants.
Union Pacific Corp.	UNP
Products & Services:	UNP provides railroad transportation for over 32,100 miles connecting 23 states in the western two-thirds of the USA; and connects to the Canadian railroad systems; and serves six Mexico gateways.
United Technologies	UTX
Corporaton	UTX is a diversified company that provides high-technology products and services worldwide in the aerospace and building industries. Products include: Otis elevators; and UTC climate, controls and security systems; and Pratt & Whitney aircraft engines.
Products & Services:
Wabtec Corporation	WAB
Products & Services:	WAB provides railroad technology products and equipment for freight rail and passenger transit in the U.S. and abroad. It also provides maintenance and services for locomotives and passenger transit vehicles.

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NORTHQUEST CAPITAL FUND, INC.

TOP TEN HOLDINGS as a Percentage of the Fund's Net Assets

DECEMBER 31, 2016 (UNAUDITED)

1.	Fiserv, Inc.	11.77%
2.	CR Bard, Inc.	9.24%
3.	Stryker Corp.	8.72%
4.	Starbucks Corp.	6.68%
5.	Union Pacific Corp.	5.41%
6.	Middleby Corp.	5.40%
7.	PepsiCo, Inc.	5.30%
8.	Westinghouse Air Brake Technologies Corp.	5.25%
9.	United Technologies Corp.	5.20%
10.	McCormick & Co., Inc.	5.02%
		67.99%

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NORTHQUEST CAPITAL FUND, INC.

PORTFOLIO ILLUSTRATION

DECEMBER 31, 2016 (UNAUDITED)

The following chart gives a visual breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the portfolio of investments.

Sectors are categorized using Morningstar® classifications.

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NORTHQUEST CAPITAL FUND, INC.

PERFORMANCE ILLUSTRATION

DECEMBER 31, 2016 (UNAUDITED)

 Cumulative Performance Comparison of $10,000 Investment

Since December 31, 2006*

Average Annual Total Returns
For the Periods Ended December 31, 2016
	1 Year	3 Year	5 Year	10 Year	Value
NorthQuest Capital Fund	11.18%	3.93%	8.79%	2.18%	$ 12,411
S&P 500 Index with dividends reinvested	11.96%	8.87%	14.65%	6.94%	$ 19,572

* The line graph above assumes an initial $10,000 investment in the NorthQuest Capital Fund on 12/31/06 and the value of the account on 12/31/16, compared to the $10,000 investment into the S&P 500 Index with dividends reinvested for the same period. Past performance is not predictive of future performance.  Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. The returns do not reflect taxes that a shareholder would pay on Fund distributions or on the sale of Fund shares.

The Standard & Poor’s 500 Index (“S&P 500”) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.  The S&P 500 is a widely recognized, unmanaged index of common stock prices.  The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.  

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NORTHQUEST CAPITAL FUND, INC.

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2016

Shares		Value
COMMON STOCKS - 98.50%
Aircraft Engines & Engine Parts - 5.20%
1,500	United Technologies Corp.	$       164,430
Beverages - 5.30%
1,600	PepsiCo, Inc.	167,408
Electronic Computers - 4.40%
1,200	Apple, Inc.	138,984
Finance Services - 3.59%
1,100	MasterCard, Inc.	113,575
Miscellaneous Food Preparation & Kindred Products - 5.02%
1,700	McCormick & Co., Inc.	158,661
Railroad Equipment - 5.25%
2,000	Westinghouse Air Brake Technologies Corp.	166,040
Railroads, Line-Haul Operating - 5.41%
1,650	Union Pacific Corp.	171,072
Refrigeration & Service Industry Machinery - 5.40%
1,325	Middleby Corp. *	170,673
Retail-Apparel & Accessory Stores - 3.41%
5,000	Hanesbrand, Inc.	107,850
Retail-Eating & Drinking Place - 6.68%
3,800	Starbucks Corp.	210,976
Retail-Lumber & Other Building Materials Dealers - 3.40%
800	Home Depot, Inc.	107,264
Rubber & Plastics Footwear - 3.70%
2,300	NIKE, Inc.	116,909
Services-Computer Processing & Data Preparations - 11.77%
3,500	Fiserv, Inc. *	371,980

* Non-income producing securities during the period.

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

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NORTHQUEST CAPITAL FUND, INC.

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2016

Shares		Value
Services-Computer Programming Services - 3.90%
2,200	Cognizant Technology Solutions Corp. *	$       123,266
Services-To Dwellings & Other Buildings - 3.74%
3,500	Rollins, Inc.	118,230
Surgical & Medical Instruments - 17.96%
1,300	CR Bard, Inc.	292,058
2,300	Stryker Corp.	275,563
		567,621
Wholesale-Motor Vehicles & Motor Vehicle Parts & Supplies - 4.37%
4,500	LKQ Corp. *	137,925
TOTAL COMMON STOCKS (Cost $2,134,106) - 98.50%		3,112,864
TOTAL INVESTMENTS (Cost $2,134,106) - 98.50%		3,112,864
OTHER ASSETS LESS LIABILITIES, NET - 1.50%		47,414
NET ASSETS - 100.00%		$    3,160,278

* Non-income producing securities during the period.

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

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NORTHQUEST CAPITAL FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

Assets:
Investments in Securities, at Value (Cost $2,134,106)	$     3,112,864
Cash	47,322
Receivables:
Dividends and Interest	3,399
Prepaid Expenses	1,232
Total Assets	3,164,817
Liabilities:
Due to Advisor	3,215
Accrued Expenses	1,324
Total Liabilities	4,539
Net Assets	$     3,160,278
Net Assets Consist of:
Common Stock, at $0.001 par value	$             220
Paid In Capital	2,181,300
Unrealized Appreciation in Value of Investments	978,758
Net Assets, for 220,457 Shares Outstanding	$     3,160,278
Net Asset Value Per Share	$          14.34

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

10

NORTHQUEST CAPITAL FUND, INC.

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2016

Investment Income:
Dividends	$      36,953
Interest	174
Total Investment Income	37,127
Expenses:
Advisory fees	30,637
Transfer Agent fees	6,900
Audit fees	9,400
Custody	4,038
Insurance fees	335
Registration	3,410
Postage & printing	992
State & local taxes	750
Telephone	907
Other expenses	838
Total Expenses	58,207
Less fees waived and expenses reimbursed by Advisor	(3,366)
Net Expenses	54,841
Net Investment Loss	(17,714)
Realized and Unrealized Gain on Investments:
Realized Gain on Investments	313,737
Net Change in Unrealized Appreciation on Investments	26,845
Realized and Unrealized Gain on Investments	340,582
Net Increase in Net Assets Resulting from Operations	$    322,868

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

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NORTHQUEST CAPITAL FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

	Years Ended
	12/31/2016	12/31/2015
Increase (Decrease) in Net Assets From Operations:
Net Investment Loss	$ (17,714)	$ (15,983)
Net Realized Gain on Investments	313,737	96,687
Unrealized Appreciation (Depreciation) on Investments	26,845	(281,537)
Net Increase (Decrease) in Net Assets Resulting from Operations	322,868	(200,833)
Distributions to Shareholders from:
Realized Gains	(313,680)	(96,687)
Net Change in Net Assets from Distributions	(313,680)	(96,687)
Capital Share Transactions	231,814	24,737
Total Increase (Decrease) in Net Assets	241,002	(272,783)
Net Assets:
Beginning of Period	2,919,276	3,192,059
End of Period (Including Undistributed Net Investment Income        (Loss) of $0 and $0, respectively)
	$3,160,278	$2,919,276

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

12

NORTHQUEST CAPITAL FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.

	Years Ended
	12/31/2016	12/31/2015	12/31/2014	12/31/2013	12/31/2012
Net Asset Value, at Beginning of Year	$    14.31	$   15.81	$   14.73	$   11.71	$     10.85
Income From Investment Operations:
Net Investment Loss *	(0.09)	(0.08)	(0.06)	(0.03)	(0.03)
Net Gain (Loss) on Securities          (Realized and Unrealized)	1.70	(0.93)	1.23	3.05	0.89
Total from Investment Operations	1.61	(1.01)	1.17	3.02	0.86
Distributions from Realized Capital Gains	(1.58)	(0.49)	(0.09)	-	-
Net Asset Value, at End of Year	$    14.34	$   14.31	$   15.81	$   14.73	$     11.71
Total Return **	11.18%	(6.44)%	7.94%	25.79%	7.93%
Ratios/Supplemental Data:
Net Assets at End of Year (Thousands)	$    3,160	$   2,919	$   3,192	$   2,932	$     2,357
Ratio of Expenses to Average Net Assets
Before Reimbursement	1.90%	1.87%	1.81%	1.79%	1.79%
After Reimbursement	1.79%	1.79%	1.79%	1.79%	1.79%
Ratio of Net Investment Loss to        Average Net Assets
Before Reimbursement	(0.69)%	(0.59)%	(0.42)%	(0.25)%	(0.28)%
After Reimbursement	(0.58)%	(0.51)%	(0.40)%	(0.25)%	(0.28)%
Portfolio Turnover	30.61%	18.46%	12.88%	0.00%	1.32%

* Per share net investment income (loss) has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

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

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NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016  

 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations: NorthQuest Capital Fund, Inc. (“the Fund”) was incorporated on January 3, 2001 in New Jersey and commenced investment operations January 15, 2002.  The Fund is registered as an open-end, non-diversified management investment company under the Investment Company Act of 1940, and its shares are registered under the Securities Act of 1933.  

The Fund's investment objective is to seek long-term capital appreciation and to secondarily earn dividend income.

The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.  The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.

Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 2.

Federal Income Taxes: The Fund’s policy is to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all its taxable income to its shareholders. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise provision is required.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2013-2015) or expected to be taken in the Fund’s 2016 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and New Jersey State, however the Fund is not aware of any tax positons for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Distributions to Shareholders:  The Fund intends to distribute to its shareholders substantially all of its net realized capital gains and net investment income, if any, annually.

Other:  The Fund follows industry practice and records security transactions on the trade date.  The specific identification method is used for determining gains or losses for financial statements and income tax purposes.  Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis.  

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NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2016  

Cash and Cash Equivalents:  The Fund maintains its cash in an account at a custodian bank, which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account and believes it is not exposed to any significant credit risk on its cash deposits.

Reclassifications: In accordance with GAAP, as of December 31, 2016 the Fund recorded a permanent book/tax difference of $17,657 from net investment loss to paid in capital. This reclassification has no impact on the net asset value of the Fund and is designed generally to present undistributed income and realized gains/(losses) on a tax basis, which is considered to be more informative to shareholders.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period.  Actual results could differ from those estimates.

Subsequent events: Management has evaluated subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.

2.  SECURITIES VALUATIONS

Processes and Structure

The Fund’s Board of Directors have adopted guidelines for valuing securities including in circumstances in which market quotes are not readily available and has delegated to the Advisor the responsibility for determining fair value prices, subject to review by the Board of Directors.

Hierarchy of Fair Value Inputs

The Fund utilizes various methods to measure the fair value of most of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

·

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

·

Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

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NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2016  

·

Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair Value Measurements

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.

Equity securities (common stock). Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, Exchange Traded Funds, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in level 2.

The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of December 31, 2016:

	Financial Instruments—Assets
Categories	Level 1	Level 2	Level 3	Fair Value
Common Stocks *	$ 3,112,864	$          -	$          -	$ 3,112,864
	$ 3,112,864	$          -	$          -	$ 3,112,864

* Industry classifications for these categories are detailed in the Schedule of Investments.

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NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2016  

The Fund did not hold any Level 3 assets during the year ended December 31, 2016. The Fund did not hold any derivative instruments at any time during the year ended December 31, 2016. There were no significant transfers into or out of Level 1 or Level 2 during the period. It is the Fund's policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.

3.  INVESTMENT ADVISORY AGREEMENT AND OTHER RELATED TRANSACTIONS

The Fund has an investment advisory agreement with Emerald Research Corporation (“the Advisor”), whereby the Advisor receives a fee of 1% per year on the net assets of the Fund.  All fees are computed on the average daily closing net assets of the Fund and are payable monthly.  The investment advisory fee paid to the Advisor for the year ended December 31, 2016 was $30,637. The Advisor has contractually agreed to decrease the investment advisory fee or, if necessary, to reimburse the Fund for expenses if and to the extent that the Fund’s aggregate annual operating expenses exceed 1.79% of the Fund’s daily average net assets until August 10, 2017. The Advisor waived $3,366 in advisory fees for the year ended December 31, 2016.  The Fund owed the Advisor $3,215 at December 31, 2016 for advisory fees.

Mr. Peter J. Lencki is President of the Advisor and is also President of the Fund.

4.  CAPITAL SHARE TRANSACTIONS

As of December 31, 2016, there were 500,000,000 shares of $0.001 par value capital stock authorized. Total capital stock and paid-in capital as of December 31, 2016 amounted to $2,181,520. Transactions in capital for the years ended December 31, 2016 and 2015 were as follows:

	December 31, 2016		December 31, 2015
	Shares	Amount	Shares	Amount
Shares sold	13,690	$   211,482	6,735	$   105,440
Shares reinvested	21,741	313,505	6,632	96,633
Shares redeemed	(18,972)	(293,173)	(11,304)	(177,336)
Net increase	16,459	$   231,814	2,063	$     24,737

5.  INVESTMENT TRANSACTIONS

For the year ended December 31, 2016, purchases and sales of investment securities other than short-term investments aggregated $912,613 and $1,013,661, respectively.

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NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2016  

6.  TAX MATTERS

Income and long-term capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from the character of net investment income or net realized gains presented in these financial statements in accordance with U.S. GAAP.

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

	2016	2015
Long-term capital gain	$313,680	$96,687

The Fund’s distributable earnings on a tax basis are determined only at the end of each fiscal year.  As of December 31, 2016, the Fund’s most recent fiscal year-end, the components of distributable earnings on a tax basis were as follows:

Unrealized Appreciation	$	978,758
Undistributed Realized Long-Term Gains		-
Undistributed Ordinary Income		-
Total Distributable Earnings, Net	$	978,758

As of December 31, 2016, the tax basis components of unrealized appreciation (depreciation) and cost of investments were as follows:

Gross tax appreciation of investments	$  1,067,124
Gross tax depreciation of investments	$    (88,366)
Net tax appreciation of investments	$     978,758
Federal tax cost of investments, including short-term investments	$  2,134,106

7.  CONTROL AND OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund under Section 2(a)(9) of the Investment Company Act of 1940. As of December 31, 2016, the Portfolio manager and immediate family members, in aggregate, owned approximately 35% of the shares of the Fund.

18

NORTHQUEST CAPITAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2016  

8.  INDEMNIFICATIONS

In the normal course of business, the Fund enters into contracts that contain general indemnification to other parties.  The Fund’s maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.  The Fund expects the risk of loss to be remote.

9.  NEW ACCOUNTING PRONOUNCEMENT

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements.  Compliance with the guidance is required for financial statements filed with the SEC on or after August 1, 2017.  Management is currently evaluating the impact the amendments will have on the Fund’s financial statements and related disclosures.  

19

NORTHQUEST CAPITAL FUND, INC.

EXPENSE ILLUSTRATION

DECEMBER 31, 2016 (UNAUDITED)

  Expense Example

As a shareholder of the NorthQuest Capital Fund, you incur ongoing costs which typically consist of management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value	Ending Account Value	Expenses Paid During the Period*
	July 1, 2016	December 31, 2016	July 1, 2016 to December 31, 2016
Actual	$1,000.00	$1,010.79	$9.05
Hypothetical
(5% Annual Return before expenses)	$1,000.00	$1,016.14	$9.07
* Expenses are equal to the Fund's annualized expense ratio of 1.79%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and

Board of Directors of the

NorthQuest Capital Fund, Inc.

We have audited the accompanying statement of assets and liabilities of the NorthQuest Capital Fund, Inc., (the "Fund") including the schedule of investments in securities, as of December 31, 2016 and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended.  These financial statements and financial highlights are the responsibility of the Fund's management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and cash owned as of December 31, 2016, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the NorthQuest Capital Fund, Inc. as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

                                                          

Abington, Pennsylvania

February 23, 2017

21

NORTHQUEST CAPITAL FUND, INC.

ADDITIONAL INFORMATION

DECEMBER 31, 2016 (UNAUDITED)

 BOARD DISCUSSION ON RENEWING FUND’S ADVISORY CONTRACT

 The Board renewed the advisory contract with Emerald Research Corp. (the “ERC”) on August 6, 2016 (effective August 10, 2016 to August 10, 2017) for the following reasons:

Nature and Quality of Services

The Directors reviewed the nature, extent and quality of the services provided by ERC to the Fund. They considered the Investment Adviser’s responsibilities in the researching common stock securities; and dedication to running daily Fund operations; and to adhering to its Code of Ethics and compliance policies. Based on this review, the Directors concluded that they were satisfied with the nature, extent and quality of services provided by the Investment Adviser under the advisory contract.

Investment Performance

The Board reviewed the Fund’s performance. They noted that as of 07/31/2016 the Fund was up 11.18% while the S&P500 Total Return Index was up 7.66%.  The Directors compared the NorthQuest with other funds by investment category, assets under management, and performance according to Morningstar. The Board concluded that the Fund’s overall performance was satisfactory.

Fees

The Directors examined the advisory fee paid to the Investment Advisor according to the advisory agreement. They compared the advisory fee with advisory fees paid by other funds in different investment categories classified by Morningstar. Based on these findings the Board determined that the advisory fees paid under the advisory contract were reasonable when compared to fees charged by other Investment Advisers providing similar services to other Funds.

Profitability and Other Benefits to the Investment Adviser

The Board next reviewed ERC’s financials such as its latest general ledger, balance sheet, and profit and loss information. Based on this examination, the Directors concluded that ERC’s profitability would not prevent the Board from approving the Advisory Agreement.

Economies of Scale

The Board considered information regarding the economies of scale and Fund expenses. The Directors took into account the size of the Fund’s assets and services rendered by the Investment Advisor. The Directors decided that no adjustment to the existing advisory fee was necessary.

Conclusion

On the basis of this examination, the Fund’s Board of Directors, including a majority of independent Directors, approved the renewal of the advisory contract.

22

NORTHQUEST CAPITAL FUND, INC.

ADDITIONAL INFORMATION (CONTINUED)

DECEMBER 31, 2016 (UNAUDITED)

PORTFOLIO HOLDINGS

The Fund files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Form N-Q filing must be made within 60 days of the end of the quarter. The Fund’s Form N-Q is available on the SEC’s web site at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at 1-800-239-9136, free of charge.

PROXY VOTING

The Fund’s proxy voting policies, procedures and voting records relating to common stock securities in the Fund’s investment portfolio are available without charge, upon request, by calling the Fund’s toll-free telephone number 1-800-239-9136.  The Fund will send this information within three business days of receipt of the request, by first class mail or other means designed to ensure prompt delivery. The Fund’s proxy information is also available on the Securities and Exchange Commission website at http://www.sec.gov.

ADDITIONAL INFORMATION

The Fund's Statement of Additional Information ("SAI") includes additional information about the directors and is available, without charge, upon request.  You may call toll-free 1-800-239-9136 to request a copy of the SAI or to make shareholder inquiries.

SHAREHOLDER MEETING

At the Fund’s annual shareholder meeting held on June 17, 2016, shareholders of record on April 29, 2016, elected four directors.  In addition, Fund shareholders ratified Sanville & Company as the Fund’s independent public accounting firm for the fiscal year ending December 31, 2016.

Below are the voting results from the meeting:

Total Shares Voted:	126,822
Total Outstanding Shares:	199,755

(1)

 The following four persons were elected to serve as directors of the Fund:

	For	Against	Abstain	Shares Returned
Charles G. Camarata	126,822	0	0	126,822
William S. Foote, Jr.	126,822	0	0	126,822
Peter J. Lencki	126,822	0	0	126,822
George Sikora	126,822	0	0	126,822
Total	126,822	0	0	126,822
Percentage of Shares Voted	63.49%	0%	0%	63.49%

NORTHQUEST CAPITAL FUND, INC.

ADDITIONAL INFORMATION (CONTINUED)

DECEMBER 31, 2016 (UNAUDITED)

(2)

The shareholders approved the appointment of Sanville & Company as the Independent Registered Public Accounting Firm for the Fund for fiscal year 2016:

	For	Against	Abstain	Shares Returned
Sanville & Company	126,822	0	0	126,822
Total	126,822	0	0	126,822
Percentage of Shares Voted	63.49%	0%	0%	63.49%

24

NORTHQUEST CAPITAL FUND, INC.

DIRECTORS & OFFICERS

DECEMBER 31, 2016 (UNAUDITED)

The Fund’s Board of Directors has the ultimate responsibility of operating the Fund.  Information about the Fund’s Directors is provided below.  Additional board member information is included in the SAI, which is available free of charge by calling 1-800-239-9136.

INDEPENDENT DIRECTORS

Name and Age	Position	Term/ Time on Bd.	Principal Occupation During Last 5 Years	Other Public Company Directorships
Charles G. Camarata Age 72	Director	1 year term; 5 years	Private Investor	None
William S. Foote, Jr. Age 72	Director	1 year term; 2 years	Private Investor	None
George Sikora Age 70	Director	1 year term; 1 year	Private Investor	None

INTERESTED DIRECTOR & OFFICER

Name and Age	Position	Term/ Time on Bd.	Principal Occupation During Last 5 Years	Other Public Company Directorships
Peter J. Lencki Age  62	Chairman President/ Treasurer Chief Compliance Officer	1 year term; 15 years	Portfolio Manager NorthQuest Capital Fund	None
Mary E. Lencki * Age 59	Secretary	1 year term; 15 years	Nurse Brighton Gardens Assisted Living	None

* Directors of the Fund are considered "Interested persons", as define in the Investment Company Act of 1940, because these individuals are affiliated with the Investment Adviser. Mary and Peter Lencki have a "family relationship".

Directors of the Fund are considered “Interested Directors”, as defined in the Investment Company Act of 1940, because these individuals are affiliated with the Fund’s Investment Adviser.  Mr. Peter Lencki is president/owner of the Fund’s Investment Advisor.

No compensation was paid to either the independent or interested directors during the year ended December 31, 2016.  

25

Board of Directors

Charles G. Camarata

William S. Foote, Jr.

Peter J. Lencki

George Sikora

Investment Adviser

Emerald Research Corporation

16 Rimwood Lane

Colts Neck, NJ 07722

Dividend Paying Agent,

Shareholders’ Servicing Agent,

Transfer Agent

Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

Custodian

The Huntington National Bank

7 Easton Oval

Columbus, Ohio 43219

Independent Registered Public Accounting Firm

Sanville & Company

1514 Old York Road

Abington, PA 19001

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of NorthQuest Capital Fund, Inc.  Such offering is made only be prospectus, which includes details as to offering price and material information.

Item 2.  Code of Ethics.   

(a)  Registrant has adopted a code of ethics (the “Code”) that applies to the                Registrant’s Principle Executive Officer, Principle Financial Officer, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party.

            (b)   Reserved

(c)  During the period covered by the report, the Registrant amended its Code by changing the text “Annual Holdings Report” to “Annual Compliance Report”. And the Annual Compliance Report will be reported to the Fund’s Directors in the 3rd Quarter instead of the 4th Quarter.

(d)  During the period covered by the report, the Registrant did not grant any waivers,  including implicit waivers, from the provisions of the Code of Ethics.

            (e)    Reserved

(f)   A copy of the Registrant’s Code of Ethics is filed as an exhibit. Copies of the Code of Ethics will also be made available free of charge upon request, by writing or calling the NorthQuest Capital Fund, 16 Rimwood Lane, Colts Neck, NJ 07722, 1-800-239-9136 or 732-842-3465.

Item 3.  Audit Committee Financial Expert.

The registrant has no audit committee expert. The registrant’s officers and board of directors oversee and review all registrant reports. The registrant’s Board of Directors believes that the aggregate financial expertise of all registrant officers and directors; and the audit of annual results by an independent accounting firm provide adequate supervision for the registrant’s level of financial complexity.

Item 4.  Principal Accountant Fees and Services

(a) (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant’s independent auditor were as follows:

                                                December 31, 2016                 December 31, 2015

Audit                                                $8,400                                      $8,400

Audit-Related Fees                          $0                                             $0  

Tax Fees                                           $1,000                                      $1,000

Other Fees                                        $0                                             $0

Audit fees include amounts related to the annual audit of the registrant’s financial statements and services normally provided by the auditor in connection with statutory and

Regulatory filings. Tax fees include amounts related to tax compliance and advice.

(e) (1) The directors have not adopted pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(e) (2) None.

(f) Not applicable.

(g) The aggregate fees billed for the most recent fiscal year and the preceding year by the registrant’s independent auditor for non-audit services rendered to the registrant, its investment advisor, and any entity controlling, controlled by, or under common control with the advisor that provides ongoing services to the registrant were $1,000 and $1,000, respectively.

(h) Not applicable.

Item 5.  Audit Committee of Listed Registrants. Not Applicable.

Item 6.  Schedule of Investments - Included in Item1, report to shareholders, of this form.

Item 7.   Disclosure of Proxy Voting Policies and Procedures for Closed-End    

              Management Companies.

Not applicable.

Item 8.   Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.   Purchase of Equity Securities by Closed-End Management Investment Company

              and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11.  Controls and Procedures.

(a)

The Principal executive and financial officer have concluded that as of a date within 90 days of the filing of this report there were no significant deficiencies in the design or operation of the disclosure controls and procedures of the registrant which would have adversely affected the ability of the registrant to record, process, summarize and report the subject matter contained in this report.

(b)

There were no significant changes in the registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 12.  Exhibits.

(a)

(1) EX-99.Code Eth. filed herewith.

(a)

(2) EX99Q4.CER

A separate certification of the principal executive and principal financial officer as required by Rule 30a-2(a) und the Investment company Act of 1940 is filed herewith as an exhibit to and part of this Form N-CSR.

(b)

EY99Q4.CER

A separate certification of the principal executive and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act is filed herewith as an exhibit to and part of this Form N-CSR.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                                                       NorthQuest Capital Fund, Inc.

By (Signature and Title)                                    /s/  Peter J. Lencki

                                                                                 Peter J. Lencki

                                                                                 President

                                                                                 Chief Financial Officer

Date: February 23, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report to be signed below by the following person on behalf of the registrant and in capacities and on the date indicated.

(Registrant)                                                        NorthQuest Capital Fund, Inc.

By (Signature and Title)                                    /s/  Peter J. Lencki

                                                                                 Peter J. Lencki

                                                                                 President

                                                                                 Chief Financial Officer

Date: February 23, 2017

EX-99.CERT

Exhibit EX99Q4.CER       

CERTIFICATION of

PRINCIPAL EXECUTIVE OFFICER

and

PRINCIPAL FINANCIAL OFFICER

I, Peter J. Lencki, President, Principal Executive Officer and Chief Financial officer of NorthQuest Capital Fund, Inc., certify that:

1.   I have reviewed this report on Form N-CSR for the NorthQuest Capital Fund,

      Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement, a      

            material fact or omit to state a material fact necessary to make the statement

            made, in light of the circumstances under which such statements were made,

            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, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant,  as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and has;     

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities,  particularly during the period which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over

financial reporting that occurred during the second fiscal quarter of the period covered in this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

I have disclosed to the registrant’s Board of Directors and the registrant’s auditors:

a.     All significant deficiencies and material weaknesses in the design or in the operation of internal control over financial reporting which are reasonably

  likely to adversely affect the registrant’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 registrant’s internal control    

        over financial reporting.

Date:  02/23/2017                                          By:  /s/  Peter J. Lencki

                                                                                    Peter J. Lencki

                                                                                    President

                                                                                    Principal Executive Officer

                                                                              Chief Financial Officer

EX-99.906 CERT

Exhibit EY99Q4.CER

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. 1350, the undersigned, being the President, Prinicipal Executive officer and Chief Financial Officer of NorthQuest Capital Fund, Inc. (the “Registrant”), hereby certifies that, to the best of such officer’s knowledge, the Registrant’s report on Form N-CSR for the period ended December 31, 2016 (the “Report”) fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in the Report.

Date:  February 23, 2017                                        By:  /s/  Peter J. Lencki

                                                                                  Peter J. Lencki

                                                                                  President

                                                                                  Principal Executive Officer

                                                                            Chief Financial Officer

This certification is furnished as an exhibit solely pursuant to Item 12 (b) of Form N-CSR and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended except to the extent that the registrant especially incorporates this certification by reference.

EX-99.CODE ETH

THE NORTHQUEST CAPITAL FUND, INC.

Code of Ethics

Pursuant to the requirements of rules 17j-1 and 204A-1 Code of Ethics under the

Investment Company Act of 1940 and in order to protect against certain unlawful

acts, practices and courses of business by certain individuals or entities rela-

ted to the NorthQuest Capital Fund, Inc.(the "Fund"), the Fund hereby adopts the

following Code of Ethics and procedures for implementing the provisions of the

Code:

    1. As used in this Code of Ethics:

       (i) "Access Person" means a director, officer or advisory person (as

           defined below) of the Fund;

      (ii) "Advisory person" means any employee of the Fund who, in connection

           with his/her regular functions or duties, makes, participates in, or

           obtains information regarding the purchase or sale of a security by

           the Fund, or whose functions or duties relate to the making of any

           such recommendation, and any natural person in a control relation-

           ship to the Fund who obtained information concerning recommendations

           made to the Fund with regard to the purchase or sale of any security.

     (iii) "Affiliated person" has the meaning set forth in Section 2(a)(3) of

           the Investment Company Act of 1940;

      (iv) "Purchase or sale of a security" includes the writing of an option to

           purchase or sell a security;

       (v) "Security" has the meaning set forth in Section 3(a)(10) of the

           Securities Exchange act of 1934, as amended;

      (vi) "Portfolio Security" means any security which is being or during the

           past 5 days has been purchased or sold by the Fund or considered by

           the Fund for purchase or sale by the Fund; and

     (vii) "Person" means a natural person, partnership, corporation, trust,

           estate, joint venture, business trust, association, cooperative,

           government (or any subdivision, branch or agency thereof) govern-

           mental entity, foundation, or other entity.

    2. No director, officer, employee or other affiliated person or access per-

       son ("covered person"), or any "member of the immediate family" (as de-

       fined in Section 2(a)(19) of the Investment Company Act of 1940) of any

       covered person, shall purchase or sell any security which is a portfolio

       security, any security convertible into a portfolio security or an option

       to purchase before or sell after such security, or any security into

       which a portfolio security is convertible or with respect to which a

       portfolio security gives its owner an option to purchase or sell such

       security.

    3. (A) At the end of each quarter, the Fund shall provide each covered

           person with:

               (i) all Fund "Held" securities. If changes are made to the list

                   of Held securities before the end of a quarter, all covered

                   persons will be sent an updated list of the latest Held

                   securities; and

              (ii) all Fund "Portfolio" securities. If changes are made to the

                   list of Portfolio securities before the end of a quarter, all

                   covered persons will be sent an updated list of the latest

                   Portfolio securities.

       (B) At the end of each quarter, each covered person shall provide the

           Fund's Chief Compliance Officer ("CCO") with a list of the names and

           amounts of all securities (as defined under Rule 204A-1) owned or

           held by such person and/or members of his/her immediate family since

           the end of the previous quarter. The 3rd quarter report will be

           reported under the heading, "Annual Compliance Report".

-1-

NORTHQUEST CAPITAL FUND, INC.

Code of Ethics (Continued)

       (C) At the end of each quarter, each covered person shall provide the

           Fund's CCO all securities transactions (as defined in Rule 204A-1)

           since the end of the previous quarter. Automatic investment plan

           transactions are exempt as long as transactions do not override the

           preset schedule or allocations of the plan. If no securities trans-

           actions occurred during this period, no securities transaction report

           is required. Exchange-Traded Fund ("ETFs") transaction information

           must also be provided quarterly.

    4. No covered person shall disclose, divulge or communicate to any person

       (other than another covered person), directly or indirectly, any "inside"

       information regarding the Fund and relating to held securities, portfolio

       securities, Adviser's securities recommendations or any completed or pro-

       posed transactions involving held securities and/or portfolio securities.

    5. The Fund shall require that its investment adviser adopt Codes of Ethics

       substantially identical to this Code with respect to the Fund's portfolio

       securities.

    6. When an individual becomes a "covered person", an Initial Holdings Report

       must be filed with the Fund's CCO.  This report must include all securi-

       ties owned by the individual and immediate family.  The report is requir-

       ed to be current as of a date no more than 45 days prior to the individ-

       ual becoming a "covered person".

    7. (A) Each "covered person" must receive a copy of the Fund's Code of

           Ethics before the end of the 4th quarter of each year.  A written confir-

           mation is required from each "cover person" upon receiving a copy of

           the Fund's Code of Ethics.

    8. Violations of this Code of Ethics will be documented by the Fund's CCO.

       The CCO will promptly report all violations to the Fund's Board of

       Directors (the "Board").  The Board will review all violations and deter-

       mine if corrective action is necessary.

    9. NQC Access persons must obtain pre-clearance or pre-approval before they

       directly or indirectly acquire beneficial ownership in any NQC "Held"

       and/or "Portfolio" securities as defined in the NQC code of ethics,

       Initial Public Offerings ("IPOs") or Limited Offerings ("LOs"). A written

       Pre-Clearance Request form must be completed, signed and submitted to the

       CCO for approval. The CCO will respond with either a written Pre-Clear-

       ance Denial or a written Pre-Clearance Approval. If a request is denied

       another Pre-Clearance Request form can be submitted no sooner than six

       business days from date of the denied request. A Pre-clearance Approval

       grants the requesting access person clearance or permission to conduct a

       specified securities transaction within a specified period of time. An

       expiration date on the Pre-clearance Approval form indicates when the

       approval is no longer in effect.

10.  No-Gift Policy:

     NQC has a no-gift policy to avoid any conflict of interests. Therefore NQC and NQC access persons are prohibited from accepting any gifts, entertainment, favors or other forms of consideration from any NorthQuest Capital Fund service providers or potential service providers.

     If a service provider sends a gift to NQC or any access persons of NQC the gift will not be accepted and returned to the sender. If gift cannot be returned via     

2

NORTHQUEST CAPITAL FUND, INC.

Code of Ethics (Continued)

    the sender’s shipper the gift will be delivered to the NQC Board of Directors.  

    The Directors of NQC will determine the best course of action in returning the  

    gift.

       The NQC Board will review all violations and determine if corrective action is

       necessary.

Board Approved September 13, 2004

Amended May 11, 2007

Amended November 7, 2015

Amended November 14, 2016

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