U.
S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C.  20549
  FORM
10-K/A
 Amendment
No. 1
  (Mark
One)
  x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGE ACT OF
      1934
  For the
fiscal year ended December 31, 2009
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ___________ to _____________
  Commission
File Number 000-32131
  QUEST
MINERALS & MINING CORP.
 (Name of
small business issuer as specified in its charter)
  Utah
              87-0429950(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)18B
      East 5th
      Street
                Paterson,
      NJ  07524
                (Address of
      principal executive offices, including zip
code)
  Registrant’s
telephone number, including area code:  (973) 684-0075
 Securities
registered pursuant to Section 12(b) of the Act: None
 Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $0.0001 par
value
 ___________________
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. oYes
No x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: o Yes No x
  Indicate
by check mark whether the registrant(1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 day. xYes o No o
   Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes
o  No o
   Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 if the Exchange Act.
  Large
      accelerated filter o
              
              Accelerated
      filter oNon-accelerated
      filter o (Do not
      check if a smaller reporting company)
              
              Smaller
      reporting company x
  
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.  Yes o  No x
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Solely for purposes of the foregoing calculation, all of the
registrant’s directors and officers are deemed to be
affiliates:  $804,331.
 
 As ofApril 6, 2010, 1,280,130,661shares of our common stock
were issued and outstanding.
 
 Documents Incorporated by
Reference:      None.
  2
  EXPLANATORY
NOTE
 
 This
Amendment No. 1 to the Form 10-K of Quest Minerals & Mining Corp. (the
“Company”) for the fiscal year ended December 31, 2009 filed on April 15,
2010 (the “Original Filing”) is being filed for the purposes of including the
information required in PART III (Items 10 though 14) of the
report.
  This
Amendment No. 1 does not otherwise update information in the Original
Filing to reflect facts or events occurring subsequent to the date of the
Original Filing.  In addition, we are also
including Exhibits 31.1 and 31.2 required by the filing of this Amendment No.
1.
 
 3
  PART
III
  Item
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
CORPORATE GOVERNANCE AND COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
 
 Executive
Officer and Directors
 
 Our
executive officers and directors, the positions held by them, and their ages are
as follows:
 
 Name
              
              Age
              
              PositionEugene
      Chiaramonte, Jr.
              
              66
              
              President,
      Secretary, and DirectorJames
      Duncan
              
              44
              
              Director
 
 Eugene Chiaramonte, Jr. is
Quest’s President and Secretary and a director.  Mr. Chiaramonte was
appointed as Secretary and Vice President in February, 2004 and President in
May, 2006.  Mr. Chiaramonte also serves as the President and sole
director of our wholly owned subsidiary Gwenco, Inc. and serves as the President
and director of our subsidiary Quest Minerals and Mining Corp., a Nevada
corporation.  From 1995 to 2003, Mr. Chiaramonte was a director and
was the president and chief executive officer of the Auxer Group.  He
assumed the position of secretary and treasurer of the Auxer Group in
1998.  Mr. Chiaramonte was a founder and served as director and
secretary of the Auxer Group’s subsidiary, CT Industries from June 1994 through
2003.  Additionally, he has served as director and secretary of the
Harvey Westbury Corp. since October 1996 and a co-founder, director and
secretary of Hardyston Distributors since April 1999.  Mr. Chiaramonte
has also been a director and secretary of Auxer Telecom Inc. since August
2000.
 
 James Duncanis one
of Quest’s directors.  He was appointed as a director in September
2009.  Since 2003, Mr. Duncan has been VAT Manager at Sempra Energy Europe,
a leading multi-commodity trading company in Europe that transacts extensively
in power (including emissions), gas, coal, and oil markets.  He has also
been a VAT Manager at a number of energy firms, including Williams Energy
Marketing & Trading Europe Limited, Enron Europe, Ltd., and Louis Dreyfus
Energy, Ltd.  From 2001 to 2004, Mr. Duncan worked with
PricewaterhouseCoopers in the United Kingdom to recover VAT credits from around
the European Union.  Mr. Duncan has also previously worked at Ernst &
Young and Wagstaffs Chartered Accountants.  Mr. Duncan received his
Bachelor of Arts in Accountancy from Stirling University in 1988.
  Information
about our Board and its Committees.
 
 Quest
does not have either an audit committee, compensation committee, or a nominating
committee.  It is the view of the board of directors that it is
appropriate to not have any of these committees since they are not required to
maintain a listing on the Pink Sheets or OTC Bulletin Board, since it only
has two directors who would serve on any such committees in any
event, and due to the additional and unnecessary costs associated with
administering the committees.
 
 We do not
have any defined policy or procedure requirements for stockholders to submit
recommendations or nominations for directors. Our board of directors believes
that, given the early stages of our development, a specific nominating policy
would be premature and of little assistance until our business operations
develop to a more advanced level. We do not currently have any specific or
minimum criteria for the election of nominees to our board of directors and we
do not have any specific process or procedure for evaluating such nominees. Our
board of directors assesses all candidates, whether submitted by management or
stockholders, and makes recommendations for election or
appointment.
 
 A
stockholder who wishes to communicate with our board of directors may do so by
directing a written request to our Company addressed to our Chief Executive
Officer. We intend to hold annual meetings of stockholders during the summer
season, at which meetings our directors will be up for re-election. We currently
do not have a policy regarding the attendance of board members at the annual
meeting of stockholders.
  4
 
 Family
Relationships
  There are
no family relationships between or among any of the current directors, executive
officers, or persons nominated or charged by the Company to become directors or
executive officers.
  Involvement
in Certain Legal Proceedings
 
 Except as
describe below, none of our directors or executive officers has, during the past
five years:
 
 ·
              been convicted in a criminal
      proceeding or been subject to a pending criminal proceeding (excluding
      traffic violations and other minor
  offences);
 
 ·
              had any bankruptcy petition filed
      by or against any business of which he was a general partner or executive
      officer, either at the time of the bankruptcy or within two years prior to
      that time; except for Eugene Chiaramonte, who was an officer and director
      of our wholly owned subsidiary Gwenco, Inc., which filed for Chapter 11
      reorganization in March
2007;
 
 ·
              been subject to any order,
      judgment, or decree, not subsequently reversed, suspended or vacated, of
      any court of competent jurisdiction, permanently or temporarily enjoining,
      barring, suspending or otherwise limiting his involvement in any type of
      business, securities, futures, commodities or banking activities;
      or
 
 ·
              been found by a court of
      competent jurisdiction (in a civil action), the Securities and Exchange
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or
vacated.
 
 Director
Independence
  Our board
of directors has determined that currently James Duncan qualifies as
"independent" as the term is used in Item 407 of Regulation S-B as promulgated
by the SEC and in the listing standards of The Nasdaq Stock Market, Inc. -
Marketplace Rule 4200.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the period ended
December 31, 2009, none of the  Section 16(a) reports
required to be filed by our executive officers, directors, and greater-than-10%
stockholders were filed on a timely basis.
 
 Code
of Ethics
 
 We have
adopted a code of ethics that applies to the principal executive officer and
principal financial and accounting officer.  We will provide to any
person without charge, upon request, a copy of our code of
ethics.  Requests may be directed to our principal executive offices
at 18B East 5th Street,
Paterson, New Jersey 07524.
  5
 
 Item
11. EXECUTIVE COMPENSATION
 
 The
following table sets forth the compensation paid to the Chief Executive Officer
and our other executive officers (“Named Executive Officers”) for services
rendered during the fiscal years ended December 31, 2009, 2008, and
2007.
 
 Summary
      Compensation TableStock
              
              Option
              
              All
      OtherName
      and Position
              
              Year
              
              Salary
              
              Bonus
              
              Awards
      ($)
              
              Awards
      ($)
              
              Compensation
              
              Total
      ($)Eugene
      Chiaramonte, Jr.
              
              2009
              
              $300,000
      (1)
              
              --
              
              $9,000
      (2)
              
              --
              
              --
              
              $  300,000President
      and Secretary
              
              2008
              
              $240,000
      (3)
              
              --
              
              --
              
              $582,500
      (4)
              
              
              
              $  822,5002007
              
              $180,000
      (5)
              
              
              
              $366,000
      (6)
              
              
              
              
              
              $  440,000
  (1)
              $291,000
      of which has been accrued but not
paid.
 (2)
              100,000
      shares of our common stock were issued to Mr. Chiaramonte on June 25, 2009
      for accrued and unpaid salary.  Our common stock had a value of
      $0.09 at the time of grant. The value represents the compensation costs of
      stock options for financial reporting purposes for the year under FAS
      123R
 (3)
              $207,000
      has been accrued but not paid.
 (4)
              On
      July 3, 2008 we granted Mr. Chiaramonte a stock option to purchase up to
      25,000 shares of our common stock at a price of $24.00 per share with a
      value of $500,000 at the time of grant.  In addition, on
      September 3, 2008, we granted Mr. Chiaramonte a stock option to purchase
      up to 25,000 shares of our common stock at a price of $4.40 per share with
      a value of $82,500 at the time of grant.  The value represents
      the compensation costs of stock options for financial reporting purposes
      for the year under FAS 123R.
 (5)
              $27,000
      has been accrued but not paid.
 (6)
              $106,000
      was paid as a stock award for accrued salary.  In addition, Mr.
      Chiaramonte received 260,000 shares of Series C Preferred Stock to
      indemnify him from a loss suffered in respect of a personal guarantee on a
      loan agreement.
   
 6
  Grants
of Plan-Based Awards
  The
following table sets forth information concerning the number of shares of common
stock underlying restricted stock awards and stock options granted to the Named
Executive Officers in Fiscal 2009.
  Name
                
                Grant
                  Date
                
                Approval
                  Date
                
                Estimated
                  Future
                  Payouts
                  Under Non-
                  Equity
                  Incentive
                  Plan Awards
                
                Estimated
                  Future
                  Payouts
                  Under
                  Equity
                  Incentive
                  Plan Awards
                
                All
      Other
                  Stock
                  Awards:
                
                All
      Other
                  Option
                  Awards:
                
                Exercise or
                  Base
      Price
                  of
      Option
                  Awards
                  ($/Sh)
                
                Grant Date
                  Fair
      Value
                  of Stock and
                  Option
                  Awards(1)(2)Number of
                  Shares
      of
                  Stock
      or
                  Units
      (#)(1)
                
                Number
      of
                  Securities
                  Underlying
                  Options (#)Eugene
      Chiaramonte
                
                6/25/2009
                
                6/25/2009
                
                
                
                
                
                100,000
                
                
                
                
                
                $9,000
 
 
 (1)
              Share
      and price amounts set forth hereunder reflect the 1-for-100 reverse stock
      split effectuated on August 4,
2009.
 (2)
                Our
      common stock had a value of $0.09 at the time of grant. The value
      represents the compensation costs of stock options for financial reporting
      purposes for the year under FAS
123R
 
 Outstanding
Equity Awards at Fiscal Year-End
  There
were no outstanding equity awards to any Named Executive Officers that were
outstanding at the end of Fiscal 2009.  During the year ended December 31,
2009, we entered into an agreement with Mr. Chiaramonte pursuant to which the
options previously issued to him in Fiscal 2008 were exchanged and cancelled for
a new option grant of equal value, which grant shall be consummated upon our
adoption of a new stock incentive plan. As of December 31, 2009, the exchange
had not been completed.
 
 Option
Exercises and Stock Vested
  There
were no outstanding equity awards to any Named Executive Officers that were
outstanding at the end of Fiscal 2009.
 
 Employment
Agreements
 
 On
December 8, 2005, Quest entered into an employment agreement with Eugene Chiaramonte, Jr.
pursuant to which Quest employs Mr. Chiaramonte as its Vice
President.  The agreement is for five years and provides for an annual
base salary during the term of the agreement as follows: (i) an annual base
salary of $120,000 for the first year of the agreement; (ii) an annual base
salary of $180,000 for the second year of the agreement; (iii) an annual base
salary of $240,000 for the third year of the agreement; (ii) an annual base
salary of $300,000 for the fourth year of the agreement; (ii) an annual base
salary of $360,000 for the fifth year of the agreement.  In addition,
Mr. Chiaramonte receivedoptions to purchase up to 5,000,000
shares of Quest’s common stockat an exercise price of $0.05 per
share.  The
options will vest as follows:  (i) options to purchase up to 2,000,000
shares will vest immediately, (ii) options to purchase up to 2,000,000 shares
will vest upon Quest’s receipt of an aggregate of $1,000,000
in cash or cash equivalents in its accounts, and (iii) options to purchase up to
1,000,000 shares will vest six months after the date of the employment
agreement.
 
 The agreement also contains the
following material provisions:  (i) participation in Quest’s executive bonus plan on the same basis
as other senior executive officers of Quest; (ii) reimbursement for all
reasonable travel and other out-of-pocket expenses incurred in connection with
his employment; (iii) four (4) weeks paid vacation leave, which shall accumulate
in the event that Mr. Chiaramonte elects not to take such vacation leave in any
fiscal year; (iv) medical and dental benefits as those provided to other senior
executive officers of Quest; (v) a severance payment of six (6)
month’s salary at the then-applicable base
salary rate in the event that Quest terminates Mr. Chiaramonte’s employment without cause;
(vi)  a severance payment of all base salary due under the remaining
term of the employment agreement in the event that Mr. Chiaramonte’s employment is terminated due to death
or disability; (vii) a payment of 5,000,000 shares of Quest’s common stock in the event of a change
in control of Quest as such term is defined in the employment agreement; (viii)
a severance payment, at Mr. Chiaramonte’s election, in the event that (a) Mr.
Chiaramonte is required to relocate as a condition of employment, (b) there is a
substantial change in Mr. Chiaramonte’s responsibilities at the direction of
Quest’s board of directors, or (c) a change in
control of Quest.
  7
 
 Potential
Payments upon Termination
  Eugene
Chiaramonte has entered into an employment agreement. Under the terms of his
Employment Agreement, Mr. Chiaramonte is entitled to a severance payment of(i)six (6) month’s salary at the then-applicable base
salary rate in the event that Quest terminates Mr. Chiaramonte’s employment without cause;or (ii)all base salary due under the remaining
term of the employment agreement in the event that Mr. Chiaramonte’s employment is terminated due to death
or disability.
 
 The
following table sets forth quantitative information with respect to potential
payments to be made to Mr. Chiaramonte upon termination in various
circumstances. The potential payments are based on each of the Mr. Chiaramonte’s
Employment Agreement discussed above. For a more detailed description of the
Employment Agreement, see the “Employment Agreements” section
above.
  Name
              
              Termination
      without cause(1)
              
              Termination due to death or
      diasability(2)Eugene
      Chiaramonte
              
              $150,000-$180,000
              
              $360,000-$660,000
 
 (1)
              Employee
      entitled to six months severance at the then applicable base salary
      rate.  Mr. Chiaramonte’s base salary in the remaining years
      under his contract are $300,000 and $360,000.
 
 (2)
              Employee is entitled toall base salary due
      under the remaining term of the employment agreement Mr.
      Chiaramonte’s base salary in the remaining  years under his
      contract are $240,000, $300,000 and $360,000.
  Compensation
of Directors
 
 All
directors receive reimbursement for reasonable out-of-pocket expenses in
attending board of directors meetings and for promoting Quest’s
business.  From time to time, Quest may engage certain members of the
board of directors to perform services on Quest’s behalf.  In such
cases, Quest compensates the members for their services at rates no more
favorable than could be obtained from unaffiliated parties.  We have agreed to pay Mr.
Duncan a director’s fee of $3,000 per month.  However, Mr. Duncan has
agreed to defer all fees due him  until the end of his three year
term.
 
 From time
to time we may engage certain members of the Board of Directors to perform
services on our behalf.  In such cases, we compensate the members for
their services at rates no more favorable than could be obtained from
unaffiliated parties.  Other than as set forth above, we did not
engage any members of the Board of Directors to perform services our behalf in
2009.
 
 Securities Authorized for Issuance
Under Equity Compensation Plans.The following provides
information concerning compensation plans under which Quest’s equity securities
have been authorized for issuance as of December 31, 2009:
  8
 
 (a)
              
              (b)
              
              (c)Plan
      Category
              
              Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              
              Weighted-average
      exercise price of outstanding options, warrants and rights
              
              Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation plans approved by security holders
              
              --
              
              $    --
              
              --Equity
      compensation plans not approved by security holders
      (1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
              
              --
              
              $    --
              
              676,704,191Total
              
              --
              
              $    --
              
              676,704,191
   (1)
              In
      connection with each reverse stock split, pursuant to each plan, the
      Company’s board of directors determined that the number of shares subject
      to previously outstanding stock awards should be adjusted in proportion to
      the respective reverse split.  As a result, after each reverse
      split, the number of shares subject to stock awards was reduced in
      proportion to the reverse split.  However, in accordance with each
      plan, the maximum number of shares of common stock that may be issued and
      sold under any awards granted under each plan was not reduced as a result
      of the reverse split and, accordingly, the total number of shares
      available under the plan after each reverse split remained the same as it
      was before such reverse split.  Pursuant the terms of each plan,
      the board of directors has full authority to interpret the plans, and that
      interpretation is binding upon all parties. All references to available common
      stock issued or reserved per plan have been retroactively adjusted to
      account for the reverse stock splits effectuated in 2008 and
      2009.
  (2)
              2004 Stock Option Plan.The purpose of our 2004 Stock Option Plan is to advance the best
      interests of the company by providing those persons who have a substantial
      responsibility for our management and growth with additional incentive and
      by increasing their proprietary interest in the success of the company,
      thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 17,500,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      175,000 shares and have reserved no shares for option
    grants.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation, or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
  9
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (3)
              2005 Stock Incentive Plan.The purpose of our 2005 Stock Incentive Plan is to advance the best
      interests of the company by providing those persons who have a substantial
      responsibility for our management and growth with additional incentive and
      by increasing their proprietary interest in the success of the company,
      thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 7,000,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      70,000 shares and have reserved no shares for option
    grants.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (4)
              2005 Amended and Restated Stock
      Incentive Plan No. 2.The purpose of our 2005 Amended and Restated
      Stock Incentive Plan No. 2 is to advance the best interests of the company
      by providing those persons who have a substantial responsibility for our
      management and growth with additional incentive and by increasing their
      proprietary interest in the success of the company, thereby encouraging
      them to maintain their relationships with us.  Further, the
      availability and offering of stock options and common stock under the plan
      supports and increases our ability to attract and retain individuals of
      exceptional talent upon whom, in large measure, the sustained progress,
      growth and profitability which we depend.  The total number of
      shares available for the grant of either stock options or compensation
      stock under the plan is 2,000,000 shares, subject to adjustment, and to
      date, we have issued 20,000 shares and have reserved no shares for option
      grants.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
  10
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (5)
              2006 Stock Incentive Plan.The purpose of our 2006 Stock Incentive Plan is to advance the best
      interests of the company by providing those persons who have a substantial
      responsibility for our management and growth with additional incentive and
      by increasing their proprietary interest in the success of the company,
      thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 23,000,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      230,000 shares.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
  11
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (6)
              2006 Stock Incentive Plan No.
      2.The purpose of our 2006 Stock Incentive Plan No. 2 is to advance
      the best interests of the company by providing those persons who have a
      substantial responsibility for our management and growth with additional
      incentive and by increasing their proprietary interest in the success of
      the company, thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 30,000,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      275,000 shares and have reserved no shares for option
    grants.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (7)
              2007 Stock Incentive Plan.The purpose of our 2007 Stock Incentive Plan is to advance the best
      interests of the company by providing those persons who have a substantial
      responsibility for our management and growth with additional incentive and
      by increasing their proprietary interest in the success of the company,
      thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 70,000,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      700,000 shares.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
  12
  The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
  In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (8)
              2007 Stock Incentive Plan No.
      2.The purpose of our 2007 Stock Incentive Plan No. 2 is to advance
      the best interests of the company by providing those persons who have a
      substantial responsibility for our management and growth with additional
      incentive and by increasing their proprietary interest in the success of
      the company, thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is 97,500,000
      shares, subject to adjustment, and as of December 31, 2009, we have issued
      975,000 shares and no options.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (9)
              2009 Stock Incentive Plan.The purpose of our 2009 Stock Incentive Plan is to advance the best
      interests of the company by providing those persons who have a substantial
      responsibility for our management and growth with additional incentive and
      by increasing their proprietary interest in the success of the company,
      thereby encouraging them to maintain their relationships with
      us.  Further, the availability and offering of stock options and
      common stock under the plan supports and increases our ability to attract
      and retain individuals of exceptional talent upon whom, in large measure,
      the sustained progress, growth and profitability which we
      depend.  The total number of shares available for the grant of
      either stock options or compensation stock under the plan is
      259,000,000 shares, subject to adjustment, and as of December 31,
      2009, we have issued 24,530,000
shares.
  13
  Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
 
 Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
 
 (10)
              2009 California Stock Incentive
      Plan.The purpose of our 2009 California Stock Incentive Plan is to
      advance the best interests of the company by providing those persons who
      reside in California and have a substantial responsibility for our
      management and growth with additional incentive and by increasing their
      proprietary interest in the success of the company, thereby encouraging
      them to maintain their relationships with us.  Further, the
      availability and offering of stock options and common stock under the plan
      supports and increases our ability to attract and retain individuals of
      exceptional talent upon whom, in large measure, the sustained progress,
      growth and profitability which we depend.  The total number of
      shares available for the grant of either stock options or compensation
      stock under the plan is 259,000,000 shares, subject to adjustment, and as
      of December 31, 2009, we have issued 61,320,809
  shares.
 
 Our compensation committee which is
appointed by our board of directors administers our plan and has full power to
grant stock options and common stock, construe and interpret the plan, establish
rules and regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable an
proper.  Any decision made, or action taken, by the compensation
committee or our board of directors arising out of or in connection with the
interpretation and administration of the plan is final and
conclusive.
 
 The compensation committee or our board
of directors, in its absolute discretion, may award common stock to employees
of, consultants to, and directors of the company, and such other persons as the
board of directors or compensation committee may select, and permit holders of
common stock options to exercise such options prior to full vesting therein and
hold the common stock issued upon exercise of the option as common
stock.  Stock options may also be granted by our board of directors or
compensation committee to non-employee directors of the company or other persons
who are performing or who have been engaged to perform services of special
importance to the management, operation or development of the
company.
  14
 
 In the event that our outstanding common
stock is changed into or exchanged for a different number or kind of shares or
other securities of the company by reason of merger, consolidation, other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to stock options
which may be granted under the plan.
  Our board of directors may at any time,
and from time to time, suspend or terminate the plan in whole or in part or
amend it from time to time in such respects as our board of directors may deem
appropriate and in our best interest.
  Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 6, 2010 by the following
persons:
  ·
              each
      person who is known to be the beneficial owner of more than five percent
      (5%) of our issued and outstanding shares of common
  stock;
  ·
              each
      of our directors and executive officers;
and
  ·
              all
      of our directors and executive officers as a
  group.
  Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.  The number of shares and the percentage beneficially owned by
each individual listed above include shares that are subject to options held by
that individual that are immediately exercisable or exercisable within 60 days
from April 6, 2010, and the number of shares and the percentage beneficially
owned by all officers and directors as a group includes shares subject to
options held by all officers and directors as a group that are immediately
exercisable or exercisable within 60 days from April 6, 2010.
 
 Name And Address
      (1)
              
              Number
      Of Common
                Shares Beneficially Owned
              
              Percentage Owned
      (2)
              
              Percentage of Total
                Voting Power
      (3)Eugene
      Chiaramonte, Jr.
              
              464,285,714
      (4)
              
              26.62%
              
              98.5%All
      directors and
                officers
      as a group (1 person)
              
              464,285,714
      (4)
              
              26.62%
              
              98.5%
 
 (1)
              Unless
      otherwise noted, the address is 18B East 5th
      Street, Paterson, NJ 07524.
 (2)
              Based
      on 1,280,130,661 common shares, 10,726 shares of series A preferred stock,
      48,234 shares of series B preferred stock and 260,000 shares of series C
      preferred stock issued and
outstanding.
 (3)
              Holders
      of our common stock are entitled to one vote per share, for a total of
      1,280,130,661 votes.  Holders of our Series A preferred stock
      are not entitled to vote.  Holders of our series B preferred
      stock are entitled to the number of votes equal to the number of whole
      shares of common stock into which the shares of series B preferred stock
      held by such holder are convertible for a total 12,500
      votes.  Holders of our Series C preferred stock are entitled to
      the number of votes on such matters equal to the product of (a) the number
      of shares of the series C preferred stock held by such holder, (b) the
      number of issued and outstanding shares of the Company’s common stock, on
      a fully-diluted basis, as of the record date for the vote, or, if no such
      record date is established, as of the date such vote is taken or any
      written consent of stockholders is solicited, and (c) 0.000008, for a
      total of approximately
  86,745,486,071 votes.
 (4)
              Includes
      shares issuable upon conversion of 260,000 shares of series C preferred
      Stock.  Each share of series C preferred stock is convertible
      into that number of shares of common stock determined by dividing each
      share of series C preferred stock by 100% of the 5 day average closing
      price of our common stock for the day immediately preceding conversion,
      which was $0.00056.
  15
  Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
 
 On July
13, 2009, we issued a consulting bonus in the form of a convertible promissory
note in the aggregate principal amount of $200,000 to a third party consulting
company owned by Gene Chiaramonte III, the son of Eugene Chiaramonte, Jr., our
President.  The note is due July 13, 2011 and bears interest at an annual
interest rate of six percent (6%).  The new note is convertible into
shares of our common stock at a conversion price of $0.001 per share, subject to
adjustment.
 
 On
January 12, 2007, we entered into an indemnity agreement with Eugene
Chiaramonte, Jr., our President, Secretary, and sole director.  Under
the indemnity agreement, we issued 260,000 shares of our Series C Preferred
Stock to Mr. Chiaramonte to indemnify him for a loss he incurred when he
delivered a personal guarantee in connection with a loan
agreement.  Under the loan agreement, Mr. Chiaramonte personally
guaranteed repayment of the loan and pledged 2,000,000 shares of our common
stock held by him as collateral for the amounts loaned under the loan
agreement.  We eventually defaulted under the loan agreement, and the
lender foreclosed on the shares which Mr. Chiaramonte had pledged.  On
the date of foreclosure, Mr. Chiaramonte’s shares had a market value of
approximately $260,000.  The board of directors has determined that
Mr. Chiaramonte delivered the guarantee and pledged the shares in the course and
scope of his employment with us, as our director, and for our
benefit.  The board of directors has further determined that Mr.
Chiaramonte’s conduct was in good faith and that he reasonably believed that his
conduct was in, or not opposed to, our best interests.
 
 Our board of directors authorized the
creation of a series of preferred stock of the company to be known as Series C
Preferred Stock, par value $0.001 per share.  The conversion price at which
shares of common stock shall be deliverable upon conversion of Series C
Preferred Stock without the payment of any additional consideration by the
holder thereof is the lesser of (i) $0.32 per share or (ii) 100% of the average
of the 5 closing bid prices of the common stock immediately preceding such
conversion date.  Holders of the Series C Preferred Stock shall be
entitled to receive dividends or other distributions with the holders of our
common stock on an as converted basis when, as, and if declared by our board of
directors.  The holders of the Series C Preferred Stock shall also be
entitled to receive, upon liquidation, an amount equal to $1.00 per share of the
Series C Preferred Stock plus all declared but unpaid dividends with respect to
such shares.  The shares of Series C Preferred Stock are not
redeemable.
 
 Pursuant
to the articles of amendment to articles of incorporation establishing the Class
C Preferred Stock, on all matters submitted to a vote of the holders of the
common stock, including, without limitation, the election of directors, a holder
of shares of the Series C Preferred Stock shall be entitled to the number of
votes on such matters equal to the product of (a) the number of shares of the
Series C Preferred Stock held by such holder, (b) the number of issued and
outstanding shares of our common stock, on a fully-diluted basis, as of the
record date for the vote, or, if no such record date is established, as of the
date such vote is taken or any written consent of stockholders is solicited, and
(c) 0.000008.
 
 The
issuance of the Series C Preferred Stock to Mr. Chiaramonte effectively
transferred control of the company to Mr. Chiaramonte.
 
 On June
6, 2006, Quest entered into a two-year agreement to acquire administrative
services from a third party consulting company owned by Gene Chiaramonte III,
the son of Eugene Chiaramonte, Jr., Quest’s President and
Secretary.  The agreement consisted of an initial 1,000,000 shares
common stock issued under a Stock Incentive Plan, along with a monthly payment
of $6,500.  On January 6, 2008, Quest amended this two-year agreement
acquiring administrative services from a third party consulting company owned by
the son of its acting president originally dated June 6, 2006.  The
agreement consisted of an initial 1,000,000 shares common stock issued under a
Stock Incentive Plan, along with a monthly payment of $6,500.  The
initial shares were valued at $35,000 and are being amortized over the term of
the agreement.  The amendment consisted of an increase of the monthly
payment to $9,900 due to providing additional services with regards to the
reorganization of the company’s wholly owned subsidiary, Gwenco, Inc., which is
currently under Chapter 11.
  16
 
 We
believe that the foregoing transactions were in our best
interests.  Consistent with the Utah Business Corporation Act, it is
our current policy that all transactions between us and our officers, directors
and their affiliates will be entered into only if such transactions are approved
by a majority of the disinterested directors, are approved by vote of the
stockholders, or are fair to us as a corporation as of the time it is us at is
authorized, approved or ratified by the board.  We will conduct an
appropriate review of all related party transactions on an ongoing basis, and,
where appropriate, we will utilize our audit committee for the review of
potential conflicts of interest.
 
 Director
Independence
  For our
description of director independence, see “Director Independence” under the
section entitled “Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange Act”
above.
 
 Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
 Appointment of
Auditors
  Our Board
of Directors has not yet selected independent accountants to audit our
financial statements for the year ending December 31, 2010.  RBSM LLP
audited our consolidated financial statements for the fiscal years ended
December 31, 2009 and 2008.
 
 Audit Fees
 
 RBSM LLP
billed $50,000 in fees for our 2009 annual audit, $30,000 in fees for the review
of our quarterly financial statements in 2009, and $50,000 for our 2008 annual
audit.  Kempisty & Company billed us $12,000 in fees for the review our
quarterly financial statements in 2008.
 
 Audit-Related
Fees
  We did
not pay any fees to RBSM LLP for assurance and related services that are not
reported under Audit Fees above in 2009 or 2008.
 
 Tax Fees
  We did
not pay any fees to RBSM LLP for tax compliance, tax advice, or tax planning in
2009 or 2008.
 
 All Other Fees
 
 In 2009,
we paid RBSM $7,500 for review of our annual report on Form 10-K, $5,000 for
work in connection with our registration statements on Form S-8, and $0 for all
other fees.  In 2008, Kempisty & Company did not bill us for any other
services.
 
 Pre-Approval
Policies and Procedures
 
 We have
implemented pre-approval policies and procedures related to the provision of
audit and non-audit services.  Under these procedures, our board of
directors pre-approves all services to be provided by RBSM LLP and the estimated
fees related to these services.
 
 All
audit, audit related, and tax services were pre-approved by the audit committee,
which concluded that the provision of such services RBSM LLP was compatible with
the maintenance of that firm’s independence in the conduct of its auditing
functions.  Our pre-approval policies and procedures provide for the
board of directors’ pre-approval of specifically described audit, audit-related,
and tax services on an annual basis, but individual engagements anticipated to
exceed pre-established thresholds must be separately approved.  The
policies and procedures also require specific approval by the audit committee if
total fees for audit-related and tax services would exceed total fees for audit
services in any fiscal year.  The policies and procedures authorize
the audit committee to delegate to one or more of its members pre-approval
authority with respect to permitted services.
  17
 
 PART
IV
 
 Item
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (b)
Exhibits
 
 The
exhibits filed herewith are listed on the Exhibit Index.
  18
 
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  QUEST
      MINERAL AND MINING CORP.By:
              /s/ Eugene Chiaramonte,
  Jr.Eugene
      Chiaramonte, Jr.President(Principal
      Executive Officer and Principal Accounting
  Officer)
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
  Signatures
              
              Title
              
              Date/s/ Eugene Chiaramonte, Jr.
              
              President
      and Director
              
              April
      30, 2010Eugene
      Chiaramonte, Jr./s/ James Duncan
              
              Director
              
              April
      30, 2010James
      Duncan
 
 19
  INDEX
TO EXHIBITS
 To
Amendment No. 1 to Annual Report on Form 10-K/A
 
 Exhibit
      No.
              
              Description31.1
              
              Certificationof Eugene Chiaramonte, Jr.  pursuant to Rule
      13a-14(a),
      filed herewith32.1
              
              Certification
      of Eugene Chiaramonte, Jr. pursuant to 18 U.S.C Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.
 
 20