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Goh William Han Tiang – ‘SC 13D’ on 4/26/19 re: Qornerstone Inc.

On:  Friday, 4/26/19, at 8:09pm ET   ·   As of:  4/29/19   ·   Accession #:  1183740-19-89   ·   File #:  5-84395

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/29/19  Goh William Han Tiang             SC 13D      4/26/19    1:35K  Qornerstone Inc.                  Michener Lang

General Statement of Beneficial Ownership   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     24K 


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. _____)*

QORNERSTONE INC.

(Name of Issuer)

 

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

 

74738L107

(CUSIP Number)

 

WILLIAM GOH
6, Shenton Way #21-08 OUE Downtown
Singapore 068809
Telephone: +65-65572516

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2018

(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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].

*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).




SCHEDULE 13D

CUSIP No.

74738L107

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WILLIAM GOH

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [   ]

(b)  [   ] Not applicable

3

SEC USE ONLY

     

4

SOURCE OF FUNDS (See Instructions)

PF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

Not applicable                                                               [   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

1,750,000 shares of common stock.

8

SHARED VOTING POWER

Nil.

9

SOLE DISPOSITIVE POWER

1,750,000 shares of common stock.

10

SHARED DISPOSITIVE POWER

Nil.

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,750,000 shares of common stock.

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

Not applicable [   ] 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.1%(1)

14

TYPE OF REPORTING PERSON (See Instructions)

IN

Notes:

(1)Based on 9,670,474 common shares of the Issuer's common stock issued and outstanding as of November 10, 2018



Page 2


Item 1.Security and Issuer 

This statement relates to the voting common stock, with a par value of $0.001, of Qornerstone Inc., a Nevada corporation (the "Issuer"). The Issuer maintains its principal executive office at 6, Shenton Way #21 – 08 OUE Downtown, Singapore 068809.

Item 2.Identity and Background 

Name:

This statement is filed by William Goh (the "Reporting Person").

Residence or Business Address:

Mr. William Goh’s address is:
6, Shenton Way #21 – 08 OUE Downtown
Singapore 068809.

Present Principal Business or Occupation:

Mr. Goh’s principal occupation is a businessman.

Place of Organization or Citizenship:

Mr. Goh is a citizen of Singapore.

Criminal Proceedings:

During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

Civil Proceedings:

During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is 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.

Item 3.Source and Amount of Funds or Other Considerations 

On August 23, 2017, Mr. Goh received the 1,750,000 common shares as a gift from two former officers and directors of the Issuer.

Item 4.Purpose of Transaction 

The Reporting Person received the securities of the Issuer as described above in Item 3 as the two former officers and directors had no intention to assist the Issuer with moving forward with a new business and the Reporting Person was the only remaining officer and director of the Issuer working to assist the Issuer with acquiring 100% of the outstanding shares in the capital of IBASE Technology Private Limited, a company organized under the laws of Singapore, as disclosed in the Issuer’s Form 10 registration statement filed with the SEC on September 11, 2018 and amended on November 9, 2018.

Subject to all relevant securities law restrictions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to and depending upon prevailing market conditions for such securities.

Except as otherwise disclosed herein, the Reporting Person has no current plans or proposals that relate to or would result in:



Page 3


(a)the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; 

(b)any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 

(c)a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; 

(d)any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; 

(e)any material change in the present capitalization or dividend policy of the Issuer; 

(f)any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the United States Investment Company Act of 1940

(g)changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person; 

(h)causing a class of securities of the Issuer 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; 

(i)a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or 

(j)any action similar to any of those enumerated above. 

Item 5.Interest in Securities of the Issuer 

The filing of this statement by the Reporting Person shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statements herein.

 

(a)For the purposes of this statement, the Reporting Person is reporting herein that, as of November 10, 2018, the Reporting Person was the beneficial owner of 1,750,000 shares of the Issuer's common stock, representing approximately 18.1% of the Issuer's issued and outstanding common stock.  

(b)For the purposes of this statement, the Reporting Person is reporting herein that, as of November 10, 2018, the Reporting Person had the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of 1,750,000 shares of the Issuer's common stock. 

(c)As of the date hereof, and within the sixty day period prior thereto, no transactions involving the Issuer's equity securities had been engaged in by the Reporting Person other than as disclosed herein. 

(d)As of the date hereof, to the best knowledge and belief of the undersigned, except as otherwise reported herein, no person other than the Reporting Person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. 

(e)Not applicable. 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 

Except as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of



Page 4


profits or loss, or the giving or withholding of proxies, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

Item 7.Material to Be Filed as Exhibits 

Not applicable.

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:  April 15, 2019

 

 

/s/ William Goh

_________________________

Name:  William Goh



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing    Date    Other Filings
Filed as of:4/29/19
Filed on:4/26/193
4/15/193,  SC 13D
11/10/183
11/9/1810-12G/A,  CORRESP
9/11/1810-12G
8/23/17
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Filing Submission 0001183740-19-000089   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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