U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

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

           For the transition period from ___________ to _____________

                        Commission File Number 000-32131

                          QUEST MINERALS & MINING CORP.
           (Name of small business issuer as specified in its charter)

                 Utah                                        87-0429950
    (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                           9810 Meta Highway, Suite 2
                            Pikeville, Kentucky 41501
          (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, $.001 par value

                               -------------------

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for the most recent fiscal year were $2,912,574.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant was approximately $3,635,041 as of June
9, 2005. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 20,595,000 shares have been excluded in that such persons or groups may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

         As of June 9, 2005, 47,521,233 shares of Quest's common stock were
issued and outstanding.

         Documents Incorporated by Reference:      None.

         Transitional Small Business Disclosure Format:  No.

<PAGE>

                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

General

         Quest Minerals & Mining Corp., or Quest, acquires and operates energy
and mineral related properties in the southeastern part of the United States.
Quest focuses its efforts on properties that produce quality compliance blend
coal. Quest currently operates one drift mine at Burning Fork, which is four
miles northeast of Pikeville Kentucky. Quest's steam coal is currently sold on
the spot market to certain brokers who in turn sell to by utilities and
industrial clients as fuel for power plants. It currently produces no
metallurgical coal but is actively seeking such grade coal for sale to make coke
for use in the manufacture of steel.

         Quest is a holding company for Quest Minerals & Mining, Ltd., a Nevada
corporation, or Quest (Nevada), which in turn is a holding company for Quest
Energy, Ltd., a Kentucky corporation, or Quest Energy. Quest Energy is the
parent corporation of E-Z Mining Co., Inc, a Kentucky corporation, or E-Z
Mining, Gwenco, Inc., a Kentucky corporation, or Gwenco, and of Quest Marine
Terminal, Ltd., a Kentucky corporation, or Quest Marine.

         E-Z Mining operates a high-quality compliance blend coal deep mine
named "Burning Fork #1" in Pike County, Kentucky. Burning Fork #1 contains
Elkhorn #3 coal, currently being mined by E-Z Mining, as well as Elkhorn #2
coal.

         Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams. Gwenco has reopened Gwenco's two
former drift mines at Pond Creek and Lower Cedar Grove, and as of September 1,
2004, production has begun in its Pond Creek seam. This seam of high quality
compliance coal is located at Slater's Branch, South Williamson, Kentucky. Using
continuous mining techniques, Quest intends to drive 800 ft to where the coal
seam is expected to thicken above 36 inches. During the initial period, coal was
sent to a preparation plant to be washed. Once thicker coal is reached, Quest
intends to commence implementation of two continuous mining operations yielding
about 20,000 tons of clean coal per month. Subject to negotiations regarding a
preexisting "Coal Supply Agreement" with Duke Energy Merchants LLC, coal from
Pond Creek has been sold to either Duke, public utility companies in eastern
Kentucky and southern Ohio, or on the open market.

         Quest Marine leases from Monday Coal, LLC a barge loadout facility and
associated real property, consisting of approximately 13.89 acres, located at
Mile Point 318.9 on the Ohio River. The term of the lease is for five (5) years,
and the lease provides Quest Marine with the option to renew the term of the
lease for five (5) additional terms of five (5) years each. The monthly rental
payment for the lease is fifty thousand dollars ($50,000), beginning on January
1, 2005. In addition, Quest Marine is required to pay to Monday Coal, LLC, a
monthly "Tonnage Rental Payment" as follows: (i) fifty cents $0.50 per ton for
all coal loaded from the barge loadout facility for Quest Marine's own use; and
(ii) fifty cents $0.50 per ton for all coal loaded from the barge loadout
facility for third parties not a party to the lease at a "Through Put Price" of
$2.00 or less; or (iii) if the Through Put Price charged to third parties not a
party to the lease exceeds $2.00 per ton, twenty five percent (25%) of the
Through Put Price charged to the third party. In addition, pursuant to the terms
of the lease, Quest Marine is entitled to reimbursement of up to a maximum of
four hundred thousand dollars ($400,000) for its costs incurred to repair the
leased property and/or barge loadout facility. The reimbursement shall be
credited against the required Tonnage Rental Payments. At the termination of the
lease, Quest Marine is required to surrender the property, including all
buildings and fixtures. We intend to commence operations of Quest Marine once we
receive adequate capital funding.

Recent Developments

         Upon completion of the initial phase of an audit by counsel retained by
Quest for that purpose, among others, Quest has determined that it has reason to
believe that some former employees of Quest, Quest's indirect wholly-owned
subsidiary, Quest Energy, Ltd., and its former indirect wholly-owned subsidiary,
D&D Contracting, Inc., have embezzled and conspired to embezzle money from
Quest. At this time, Quest is unable to quantify the scope of the alleged fraud
or the impact that the alleged fraud will have on its financial statements, but

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<PAGE>

management currently estimates that between $250,000 and $1,000,000 was
allegedly embezzled from Quest. Quest has retained a forensic accountant to
quantify the scope of the alleged fraud.

         In the long term, Quest believes that the alleged fraud will not impair
its ongoing effort to increase production at its active mine in Pike County,
Kentucky. In the short term, however, the alleged embezzlement resulted in a
working capital shortage for Quest. Quest anticipates that, despite this working
capital shortage in the short term, it will generate positive cash flows from
the operation of the mines at its Gwenco subsidiary by the third quarter of
2005. Quest is also seeking leases of additional coal mine properties in order
to take advantage of the recent firming of coal prices.

         In light of these occurrences, Quest has determined that the design and
operation of its disclosure controls and procedures, as defined in Exchange Act
Rule 13a-14(c) have not been effective to ensure that information required to be
disclosed in its Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to them to allow timely decisions regarding required disclosure.
Quest is currently reviewing and revising its controls and procedures to
increase the effectiveness of its disclosure controls and procedures.

Business Development of Quest

         Quest Minerals (Nevada), was organized on November 19, 2003 to acquire
and operate privately held coal mining companies in the southeast United States.
On January 1, 2004, Quest Minerals (Nevada) acquired E-Z Mining Co., Inc. On
February 9, 2004, Quest Minerals (Nevada) completed a "reverse merger" with
Tillman International, Inc., or Tillman, a publicly-traded shell corporation and
a fully reporting company registered under the Securities Exchange Act of 1934.
On April 8, 2004, Tillman changed its name to "Quest Minerals & Mining Corp."

         E-Z Mining Acquisition. On January 1, 2004, Quest Minerals (Nevada)
acquired E-Z Mining pursuant to a stock purchase agreement whereby Quest Energy
acquired 100% of the outstanding shares of capital stock of E-Z Mining. Under
the stock purchase agreement, Quest Minerals (Nevada) issued 2,000,000 shares of
its Series A convertible preferred stock and 23,000 shares of its common stock
to the stockholders of E-Z Mining in exchange for all of the outstanding shares
of capital stock of E-Z Mining.

         Each share of Quest Minerals (Nevada) Series A preferred stock is now
convertible into a maximum of five (5) shares of Quest common stock, or such
lesser shares as determined by dividing $3.00 by the average closing bid price
of one share of Quest common stock during the ten trading days preceding actual
receipt of a notice of conversion, subject to proportional adjustment for
stock-splits, stock dividends, recapitalizations, and subsequent dilutive
issuances of common stock. The Series A preferred stock is convertible at the
option of the holder. The holders of the Series A preferred stock shall be
entitled to receive cumulative dividends at the rate of $0.0001 per share per
annum in preference to the holders of common stock. The holders of the Series A
preferred stock shall also be entitled to receive, upon liquidation, an amount
equal to $3.00 per share for the Series A preferred stock plus all declared and
unpaid dividends, in preference to the holders of the common stock. After March
31, 2004, Quest has the option of redeeming the Series A preferred stock at a
price equal to $3.00 per share for the Series A preferred stock plus all
declared and unpaid dividends. The Series A Preferred Stock has no voting
rights. As of June 9, 2005, 1,546,667 shares of the Series A preferred stock had
been converted into an aggregate of 2,004,689 shares of Quest common stock.

         Reverse Merger. Quest was incorporated on November 21, 1985 in the
State of Utah under the name "Sabre, Inc." It subsequently changed its name to
Tillman International, Inc., or Tillman. On February 9, 2004, Tillman acquired
100% of the outstanding common stock of Quest Minerals (Nevada) pursuant to a
securities purchase agreement and plan of reorganization. Under the plan of
reorganization, Tillman issued 20,700,000 shares of its common stock to the
stockholders of Quest Minerals (Nevada) in exchange for all of the outstanding
shares of common stock of Quest Minerals (Nevada). In addition, Tillman agreed
to issue to the stockholders of Quest Minerals (Nevada) an additional 1,800,000
shares of its common stock upon completion of an amendment to its articles of
incorporation to increase the authorized common stock of Tillman to 250,000,000
shares. Pursuant to the plan of reorganization, 22,464,358 shares of Tillman
common stock held by Silvestre Hutchinson, the former President of Tillman and
one of its former directors, were cancelled. Upon the completion of the
reorganization, William R. Wheeler and Eugene Chiaramonte, Jr., the former
directors of Quest Minerals (Nevada), were appointed as directors of Tillman. On

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<PAGE>

April 8, 2004, Tillman amended its articles of incorporation to change its name
to "Quest Minerals & Mining Corp." The additional 1,800,000 shares of Quest
common stock were issued in May 2004.

         Gwenco Acquisition. Effective April 28, 2004, Quest Minerals (Nevada)
acquired 100% of the outstanding capital stock of Gwenco in exchange for
1,600,000 shares of Series B preferred stock of Quest Minerals (Nevada) and the
assumption of up to $1,700,000 in debt. Each share of Series B preferred stock
carries a liquidation preference of $2.50 per share. In addition, each share of
Series B Preferred Stock is convertible into one share of Quest common stock.
After the acquisition, the parties agreed to a post-closing adjustment to the
purchase price to adjust for the liabilities of Gwenco exceeding $1,700,000. As
a result of this adjustment, the number of shares of Series B preferred stock
issued to the former stockholders of Gwenco was reduced to 1,386,275. On
November 1, 2004, 1,000,000 shares of the Series B preferred stock were
converted into 1,000,000 shares of Quest common stock.

         In connection with this acquisition, Quest appointed Albert Anderson,
the former principal stockholder of Gwenco, to Quest's board of directors. Mr.
Anderson acquired Gwenco in 1995 and managed Lower Cedar Grove and Pond Creek
from 1997 to 2001. Previously, Mr. Anderson operated the Docks Creek River
Terminal in Kanova, West Virginia for Arco from 1983 to 1985. He acquired the
Docks Creek River Terminal from Arco in 1985 and ran it for 4 years before
selling it to Arch Minerals in 1989.

         On March 24, 2005, the board of directors asked Albert Anderson to
resign as a director of Quest, and on April 4, 2005, Mr. Anderson submitted his
resignation. In connection with his resignation, Mr. Anderson alleged that Quest
has defaulted under the Stock Purchase Agreement by and between Quest, Gwenco,
Inc., and the former stockholders of Gwenco, which includes Mr. Anderson. Quest
has denied Mr. Anderson's allegations, believes that the allegations are
baseless and without merit, and further believes that it has several claims
against Mr. Anderson which it could assert.

         D & D Acquisition/Rescission. In June, 2004, Quest Minerals (Nevada)
acquired 100 % of the outstanding capital stock of D & D in exchange for 500,000
shares of Quest common stock. On December 24, 2004, Quest and D&D Contracting,
Inc. entered into a rescission agreement, effective November 1, 2004, relating
to Quest's acquisition of D&D on June 15, 2004. Under the terms of the
rescission agreement, Quest agreed to transfer all of the capital stock of D&D
back to the original D&D stockholders, and D&D and its original stockholders
agreed to waive any and all rights it had under the terms of the stock purchase
agreement relating to the acquisition of D&D. In addition, (i) D&D agreed to
provide Quest with all bank records and accounting statements relating to D&D,
(ii) Quest granted D&D the right to purchase certain equipment from Quest, (iii)
D&D agreed to pay Quest a royalty on coal sales of $0.25 per clean ton, (iv) in
the event that D&D ceases to operate the D&D mine, D&D must purchase certain
equipment from Quest or release the same to Quest, (v) D&D shall maintain
certain insurance requirements, (vi) D&D shall assume a certain loan with
Community Trust Bank in the approximate amount of $45,000, and (vii) certain
assets in the name of D&D were to be transferred to Quest. Further, all
employment agreements between Quest or any of subsidiaries and James Stollings,
a former principal of D&D, have been terminated.

Industry Overview

         As a major contributor to the world energy supply, coal represents
approximately 23% of the world's primary energy consumption, according to the
World Coal Institute. The primary use for coal is to fuel electric power
generation. In calendar year 2002, it is estimated that coal generated 51% of
the electricity produced in the United States, according to the Energy
Information Administration, a statistical agency of the U. S. Department of
Energy.

         The United States is the second largest coal producer in the world,
exceeded only by China. Other leading coal producers include India, South
Africa, and Australia. The United States is the largest holder of coal reserves
in the world, with over 250 years supply at current production rates. U.S. coal
reserves are more plentiful than oil or natural gas, with coal representing
approximately 70% of the nation's fossil fuel reserves, according to Energy
Ventures Analysis. Total coal reserves are estimated by comparing the total
probable heat value (British thermal units, or BTUs, per pound) of the
demonstrated coal reserve tonnage reported by the Department of Energy to the
heat value of other fossil fuel energy resources reported by the Department of
Energy.

         U.S. coal production has more than doubled during the last 30 years. In
2002, total coal production as estimated by the United States Department of
Energy, or DOE, was 1.1 billion tons. The primary producing regions were the

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<PAGE>

Powder River Basin (38%), Central Appalachia (23%), Midwest (14%), Northern
Appalachia (12%), West (other than the Powder River Basin) (12%), and other
(1%). All of Quest's coal production comes from the Central Appalachian region.
Approximately 66% of U.S. coal is produced by surface mining methods. The
remaining 34% is produced by underground mining methods.

         Coal is used in the United States by utilities to generate electricity,
by steel companies to make products with blast furnaces, and by a variety of
industrial users to heat and power foundries, cement plants, paper mills,
chemical plants and other manufacturing and processing facilities. Significant
quantities of coal are also exported from both east and west coast terminals.
The breakdown of 2002 U.S. coal demand, as estimated by Resource Data
International, Inc., or RDI, is as follows:

<TABLE>
<CAPTION>
          End Use                         Tons (millions)         Percentage of Total
          ----------------------------    --------------------    ---------------------
<S>                                       <C>                     <C>
          Electricity generation          982                     86%
          Industrial users                66                      6%
          Exports                         64                      6%
          Steel making                    27                      2%
          Residential & commercial        5                       --%
                                          --------------------    ---------------------

          Total                           1,144                   100%
                                          --------------------    ---------------------
</TABLE>

         Coal has long been favored as an electricity generating fuel by
regulated utilities because of its basic economic advantage. The largest cost
component in electricity generation is fuel. This fuel cost is typically lower
for coal than competing fuels such as oil and natural gas on a BTU-comparable
basis. RDI estimated the average total production costs of electricity, using
coal and competing generation alternatives in 2002 as follows:

          Electricity Generation Type         Cost per million Kilowatt Hours
          ---------------------------------   ----------------------------------

          Oil                                 $4.754
          Natural Gas                         $4.422
          Coal                                $1.819
          Nuclear                             $1.785
          Other (solar, wind, etc.)           $0.979
          Hydroelectric                       $0.527

         According to RDI, 15 of the 25 lowest operating cost power plants in
the United States during 2001 were fueled by coal. Coal used as fuel to generate
electricity is commonly referred to as "steam coal."

         There are factors other than fuels cost that influence each utility's
choice of electricity generation mode, including facility construction cost,
access to fuel transportation infrastructure, environmental restrictions, and
other factors. The breakdown of U.S. electricity generation by fuel source in
2002, as estimated by the Energy Information Administration, is as follows:

<TABLE>
<CAPTION>
          Electricity Generation Source              Percent of Total Electricity Generation
          ----------------------------------------   ------------------------------------------
<S>                                                  <C>
          Coal                                       51%
          Nuclear                                    21%
          Natural Gas                                17%
          Hydro                                      6%
          Oil                                        3%
          Other                                      2%
                                                     ------------------------------------------

          Total                                      100%
                                                     ------------------------------------------
</TABLE>

         RDI projects that generators of electricity will increase their demand
for coal as demand for electricity increases. Since coal-fired generation is
used in most cases to meet base load requirements, coal consumption has
generally grown at the pace of electricity demand growth. Demand for electricity
has historically grown in proportion to U.S. economic growth.

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<PAGE>

         Coal shipped for North American consumption is typically sold at the
mine loading facility with transportation costs being borne by the purchaser.
According to the National Mining Association, approximately two-thirds of U.S.
coal production is shipped via railroads. Final delivery to consumers often
involves more than one transportation mode. A significant portion of U.S.
production is delivered to customers via barges on the inland waterway system
and ships loaded at Great Lakes ports.

Market Opportunity

         In the recent past, coal price declines lead to widespread mine
shutdowns. Beginning in the fourth quarter of 2003, coal prices began a steady
increase. Traditionally, coal price increases have been caused by harsh North
American weather or labor stoppages. Current upward pricing trends have no
specific driver outside of general price increases in all energy sources, which
appear to be driven by geo-political concerns and the current non-renewable
characteristics of fossil fuels. Equivalent current natural gas prices imply
that coal should currently be trading at U.S. $70 to U.S. $80 per ton. Nymex
July 2004 coal deliveries were trading just above $51 per ton as of the
beginning of March 2004. As coal prices strengthen, Quest believes that it could
become highly lucrative to re-open the best of these recently closed mines.

Mining Techniques

         There are several basis techniques for mining drift or adit mines.
Quest uses the conventional method at its E-Z Mining facility in Burning Fork #1
and a continuous miner on the Pond Creek seam at its Gwenco facility.

         Burning Fork #1. Quest currently uses a Joy-16RB cutter to mine the
Elkhorn #3 seam. The seam is a thin (27 to 37 inch) seam of quality coal running
12,000 Btu and less than 15% ash. Since it has sulfur content of about 1%, it is
considered a compliance blend coal. The cutter makes a 6 to 8 inch cut about 18
feet wide and 9 feet deep at the face. Then the top coal is drilled and shot
with dynamite, dropping the coal to the ground. After shooting, battery powered
S&S 484 scoops with 1.5 ton buckets pick up the coal and deliver it to the
conveyor tail piece for transport to the outside stock pile and shipping by
trucks to the docks. When the coal is cleared a roof bolter is used to secure
the top (roof) of the open area based on a roof bolting program approved by the
state and federal authorities. In this manner the mine progresses forward.

         Gwenco. Quest uses a Joy 14-10AA continuous miner at the Gwenco mines.
In this technique, the miner has a cutting head that tears the coal from it
natural deposit and transfers the coal to a gather head and then to shuttle cars
that can carry from 3 to 10 tons depending on the size. This method can create
higher volume mining than the conventional method, but may mine the coal with a
higher content of ash.

Expansion Strategy

         Quest is aggressively seeking to acquire new mines and contracting to
produce and market additional coal in its geographic focus area. Quest intend to
acquire and operate high quality coal properties with established field
personnel, primarily in the eastern Kentucky coalfields, with additional
properties in southwestern West Virginia and western Virginia. This region has
an excellent infrastructure of workers, truckers, rail sidings on the CSX and
N&W rail lines and low cost access to the Big Sandy barge docks near Ashland,
KY, for effective coal distribution. Quest intends to use its local knowledge to
pursue high returns on investment from re-opening profitable properties in this
region. It intends to grow by additional accretive acquisitions, contract
mining, and internal development of owned properties. The following projects
delineate Quest's initial ventures:

         E-Z Mining Inc.

                  Elkhorn #3 Seam - Quest acquired the Elkhorn #3 with its
         acquisition of E-Z Mining in January 2004. Since August 2003, E-Z
         Mining has been in the process of upgrading equipment and mine
         improvements. Elkhorn #3 is a "drift" or "adit mine," wherein unmined
         coal at the current face starts at approximately 4,000 feet.

                    1    The permitted mining area has 1,000,000 tons of
                         recoverable Elkhorn #3 coal, running in a seam that
                         measures 27 to 37 inches in thickness. It is engineered
                         by Bocoor Engineering of Paintsville, KY, and has an
                         expected 10-12 year life cycle.

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<PAGE>

                    2    The average analysis of this seam is 12,000 BTUs and
                         under 14% ash. These characteristics have made the
                         Elkhorn #3 a staple for blending in compliance coal
                         orders.

                    3    E-Z has added enough equipment to be able to mine from
                         a base of 8,000-10,000 tons per month, dependent on
                         seam thickness and mining conditions.

                    4    The primary market for Elkhorn #3 coal is a $4.80 per
                         ton truck haul to the Big Sandy River docks where
                         approximately ten brokerage firms and/or operators
                         manage barge facilities. Quest's ultimate goal is to
                         enter into a "one-stop" venture to wash, blend and
                         re-market coal direct to customers.

                  Elkhorn #2 Seam - On the same leases, E-Z Mining brought an
         additional 2,200,000 tons of Elkhorn #2 coal to Quest. Bocoor
         Engineering provided this engineering estimate. This coal is of equal
         quality to the Elkhorn #3 seam, but appears to be 2 to 3 inches thicker
         and running above 30 to 40 inches in thickness.

                    1    This seam is in the final phase of permitting for
                         development

                    2    Minor engineering remains along with some landowner
                         logistics

                    3    Quest expects to invest U.S. $450,000 to $750,000 in
                         this mine to allow for the face up, infrastructure and
                         dispersal of sufficient equipment to the mine.

         Gwenco, Inc. Gwenco holds approximately 30 coal leases, covering an
estimated 700 acres, with a projected 12,999,000 tons of coal in place in six
seams with possible additional reserves on adjacent leases. From 1997 to 2001,
Gwenco operated two deep mines in the Lower Cedar Grove and Pond Creek seams --
until a downturn in coal prices made continued operations unfeasible, and the
mines were shut down. Quest has recently re-equipped and re-opened operations at
Gwenco.

                    1    The primary reserves are in the Pond Creek, Lower Cedar
                         Grove and Taylor seams.

                    2    Both the Pond Creek and Lowers Cedars Grove seams are
                         permitted and bonded and have been mined to a limited
                         extent. The coal in the Pond Creek seam is low-sulfur,
                         compliance coal, running at an average of 12,000 to
                         12,500 BTUs when mined clean. The coal in the Lower
                         Cedar Grove seam has a shale parting and must be washed
                         to be commercial. When cleaned it is a high BTU coal
                         with certain metallurgical coal qualities.

                    3    Quest expects to begin producing coal from Pond Creek
                         and Lower Cedar Grove in the second quarter of 2005.

                    4    Quest anticipates that tonnage should increase from an
                         initial 15,000 to 40,000 tons during the 3rd and 4th
                         quarters of 2005.

Customers

         Quest currently sells all of its coal on the spot market to coal
brokers. Quest seeks to enter into long-term contracts (exceeding one year in
duration) with many of its customers. These arrangements would allow customers
to secure a supply for their future needs and provide Quest with greater
predictability of sales volume and sales prices. For the first two quarters of
2004, Quest expects that 100% of its coal sales volume will be sold at spot
market prices. Quest believes that, by the end of 2004, the percentage of sales
pursuant to long-term arrangements will be about 50%. Remaining coal sales
volume will be sold at spot market prices.

Competition

         The coal industry in the United States is highly competitive. Quest
competes with many large producers and other small coal producers. Quest also
competes with other producers primarily on the basis of price, coal quality,
transportation cost and reliability of supply. Continued demand for coal is also

                                       7
<PAGE>

dependent on factors outside of Quest's control, including demand for
electricity, environmental and governmental regulations, weather, technological
developments, and the availability and cost of alternative fuel sources.

         The price at which Quest's production can be sold is dependent upon a
variety of factors, many of which are beyond Quest's control. Quest sells coal
on the spot-market and seeks to sell coal under long-term contracts. Generally,
the relative competitiveness of coal vis-a-vis other fuels or other coals is
evaluated on a delivered cost per heating value unit basis. In addition to
competition from other fuels, coal quality, the marginal cost of producing coal
in various regions of the country and transportation costs are major
determinants of the price for which Quest's production can be sold. Factors that
directly influence production cost include geological characteristics (including
seam thickness), overburden ratios, depth of underground reserves,
transportation costs and labor availability and cost. Underground mining has
higher labor (including reserves for future costs associated with labor benefits
and health care) and capital (including modern mining equipment and construction
of extensive ventilation systems) costs than those of surface mining. In recent
years, increased development of large surface mining operations, particularly in
the western United States, and more efficient mining equipment and techniques,
have contributed to excess coal production capacity in the United States.
Competition resulting from excess capacity has encouraged producers to reduce
prices and to pass productivity gains through to customers. Demand for Quest's
low sulfur coal and the prices that Quest will be able to obtain for it will
also be affected by the price and availability of high sulfur coal, which can be
marketed in tandem with emissions allowances.

         Transportation costs are another fundamental factor affecting coal
industry competition. Coordination of the many eastern loadouts, the large
number of small shipments, terrain and labor issues all combine to make
shipments originating in the eastern United States inherently more expensive on
a per-mile basis than shipments originating in the western United States.
Historically, coal transportation rates from the western coal producing areas
into Central Appalachian markets limited the use of western coal in those
markets. More recently, however, lower rail rates from the western coal
producing areas to markets served by eastern producers have created major
competitive challenges for eastern producers. Barge transportation is the lowest
cost method of transporting coal long distances in the eastern United States,
and the large numbers of eastern producers with river access keep coal prices
competitive. Quest believes that many utilities with plants located on the Ohio
River system are well positioned for deregulation as competition for river
shipments should remain high for Central Appalachian coal. Quest also believes
that with close proximity to competitively-priced Central Appalachian coal,
utilities with plants located on the Ohio River system will become price setters
in a deregulated environment.

         Although undergoing significant consolidation, the coal industry in the
United States remains highly fragmented. It is possible that Quest's costs will
not permit it to compete effectively with other producers seeking to provide
coal to a customer; however, it is Quest's goal to maintain low production
costs, offer a variety of products and have develop access to multiple
transportation systems that will enable it to compete effectively with other
producers.

Environmental, Safety and Health Matters

         Quest is subject to federal, state and local laws and regulations
relating to environmental protection and plant and mine safety and health,
including, but not limited to, the federal Surface Mining Control and
Reclamation Act of 1977, the Occupational Safety and Health Act, the Mine Safety
and Health Act of 1977, the Water Pollution Control Act, as amended by the Clean
Water Act, the Clean Air Act, the Black Lung Benefits Revenue Act of 1977, and
the Black Lung Benefits Reform Act of 1977. Quest is rarely subject to
permitting or enforcement under the Resource Conservation and Recovery Act, or
RCRA, or the Comprehensive Environmental Response, Compensation, and Liability
Act, or CERCLA, and does not consider the effects of those statutes on its
operations to be material for purposes of disclosure.

         SMCRA. The Surface Mining Control and Reclamation Act, or SMCRA, which
is administered by the Office of Surface Mining Reclamation and Enforcement,
establishes mining, environmental protection and reclamation standards for all
aspects of surface mining as well as many aspects of deep mining. SMCRA and
similar state statutes require, among other things, the restoration of mined
property in accordance with specified standards and an approved reclamation
plan. In addition, the Abandoned Mine Land Fund, which is part of the Surface
Mining Control and Reclamation Act, imposes a fee on all current mining
operations, the proceeds of which are used to restore mines closed before 1977.
The maximum tax is $0.35 per ton on surface-mined coal and $0.15 per ton on
deep-mined coal. A mine operator must submit a bond or otherwise secure the
performance of these reclamation obligations. Mine operators must receive

                                       8
<PAGE>

permits and permit renewals for surface mining operations from the Office of
Surface Mining Reclamation and Enforcement or, where state regulatory agencies
have adopted federally approved state programs under the act, the appropriate
state regulatory authority. Quest does not engage in surface mining and has no
intention of doing so in the future.

         On March 29, 2002, the U.S. District Court for the District of Columbia
issued a ruling that could restrict underground mining activities conducted in
the vicinity of public roads, within a variety of federally protected lands,
within national forests and within certain proximity to occupied dwellings. The
lawsuit, Citizens Coal Council v. Norton, was filed in February 2000 to
challenge regulations issued by the Department of Interior providing, among
other things, that subsidence and underground activities that may led to
subsidence are not surface mining activities within the meaning of SMCRA. SMCRA
generally contains restrictions and certain prohibitions on the locations where
surface mining activities can be conducted. The District Court entered summary
judgment upon the plaintiff's claims that the Secretary of the Interior's
determination violated SMCRA. By order dated April 9, 2002, the court remanded
the regulations to the Secretary of the Interior for reconsideration. The
significance of this decision for the coal mining industry remains unclear
because this ruling is subject to appellate review. The Department of Interior
and the National Mining Association, a trade group that intervened in this
action, sought a stay of the order pending appeal to the U.S. Court of Appeals
for the District of Columbia Circuit and the stay was granted. If the District
Court's decision is not overturned, or if some legislative solution is not
enacted, this ruling could have a material adverse effect on all coal mine
operations that utilize underground mining techniques, including those that
Quest may use in the future. While it still may be possible to obtain permits
for underground mining operations in these areas, the time and expense of that
permitting process are likely to increase significantly.

         Black Lung. The U.S. Department of Labor has issued a final rule
amending the regulations implementing the federal black lung laws which, among
other things, establish a presumption in favor of a claimant's treating
physician and limit a coal operator's ability to introduce medical evidence
regarding the claimant's medical condition. The amendments could have an adverse
impact on Quest, the extent of which cannot be accurately predicted.

         Clean Air Act. The Clean Air Act and corresponding state laws
extensively regulate emissions into the air of particulate matter and other
substances, including sulfur dioxide, nitrogen oxides and mercury. Although
these regulations apply directly to impose certain requirements for the
permitting and operation of Quest's mining facilities, by far their greatest
impact on Quest and the coal industry generally is the effect of emission
limitations on utilities and other prospective customers. Owners of coal-fired
power plants and industrial boilers have been required to expend considerable
resources in an effort to comply with these ambient air standards. Significant
additional emissions control expenditures will be needed in order to meet the
current national ambient air standard for ozone. In particular, coal-fired power
plants will be affected by state regulations designed to achieve attainment of
the ambient air quality standard for ozone. Ozone is produced by the combination
of two precursor pollutants: volatile organic compounds and nitrogen oxides.
Nitrogen oxides are a by-product of coal combustion. Accordingly, emissions
control requirements for new and expanded coal-fired power plants and industrial
boilers will continue to become more demanding in the years ahead. The EPA has
imposed or attempted to impose tighter emission restrictions in a number of
areas, some of which are currently subject to litigation. The general effect of
such tighter restrictions could be to reduce demand for coal. In July 1997, the
EPA adopted new, more stringent National Ambient Air Quality Standards for very
fine particulate matter and ozone. The Court of Appeals for the District of
Columbia issued an opinion in May 1999 limiting the manner in which the EPA can
enforce these standards. After a request by the federal government for a
rehearing by the Court of Appeals was denied, the Supreme Court agreed in
January 2000 to review the case. On February 27, 2001, the Supreme Court found
in favor of the EPA in material part and remanded the case to the Court of
Appeals. On remand, the Court of Appeals for the D.C. Circuit affirmed the EPA's
adoption of these more stringent ambient air quality standards. As a result of
the finalization of these standards, states that are not in attainment for these
standards will have to revise their State Implementation Plans to include
provisions for the control of ozone precursors and/or particulate matter.
Revised State Implementation Plans could require electric power generators to
further reduce nitrogen oxide and particulate matter emissions. The potential
need to achieve such emissions reductions could result in reduced coal
consumption by electric power generators. Thus, future regulations regarding
ozone, particulate matter and other pollutants could restrict the market for
coal and Quest's development of new mines. This in turn may result in Quest's
decreased production and a corresponding decrease in its revenue. Although the
future scope of these ozone and particulate matter regulations cannot be
predicted, future regulations regarding these and other ambient air standards
could restrict the market for coal and the development of new mines.

                                       9
<PAGE>

         Furthermore, in October 1998, the EPA finalized a rule that will
require 19 states in the Eastern United States that have ambient air quality
problems to make substantial reductions in nitrogen oxide emissions by the year
2004. The final rule was largely upheld by the United States Court of Appeals
for the District of Columbia Circuit. To achieve reductions in nitrogen oxide
emissions by 2004, many power plants would be required to install additional
control measures such as capital-intensive selective catalytic reduction (SCR)
devices. The installation of these measures would make it more costly to operate
coal-fired power plants and, depending on the requirements of individual state
implementation plans, could make coal a less attractive fuel. In addition,
reductions in nitrogen oxide emissions can be achieved at a low capital cost
through a combination of low nitrogen oxide burners and coal produced in western
U.S. coal mines. As a result, changes in current emissions standards could also
impact the economic incentives for eastern U.S. coal-fired power plants to
consider using more coal produced in western U.S. coal mines.

         Along with these regulations addressing ambient air quality, the EPA
has initiated a regional haze program designed to protect and to improve
visibility at and around National Parks, National Wilderness Areas and
International Parks. This program restricts the construction of new coal-fired
power plants whose operation may impair visibility at and around federally
protected areas. Moreover, this program may require certain existing coal-fired
power plants to install additional control measures designed to limit
haze-causing emissions, such as sulfur dioxide, nitrogen oxides and particulate
matter. EPA's final rule concerning best available retrofit technology (BART) is
currently on remand to the Agency from the United States Court of Appeals for
the District of Columbia Circuit. By imposing limitations upon the placement and
construction of new coal-fired power plants, the EPA's regional haze program
could affect the future market for coal.

         Additionally, the U.S. Department of Justice, on behalf of the EPA, has
filed lawsuits against several investor-owned electric utilities and brought an
administrative action against one government-owned electric utility for alleged
violations of the Clean Air Act. The EPA claims that these utilities have failed
to obtain permits required under the Clean Air Act for alleged major
modifications to their power plants. Quest may indirectly supply coal to some of
the currently affected utilities, and it is possible that other end users of
Quest's coal will be sued. These lawsuits could require the utilities to pay
penalties and install pollution control equipment or undertake other emission
reduction measures, which could adversely impact their demand for coal.

         Other Clean Air Act programs are also applicable to power plants that
may use Quest's coal. For example, the acid rain control provisions of Title IV
of the Clean Air Act require a reduction of sulfur dioxide emissions from power
plants. Because sulfur is a natural component of coal, required sulfur dioxide
reductions can affect coal mining operations. Title IV imposes a two-phase
approach to the implementation of required sulfur dioxide emissions reductions.
Phase I, which became effective in 1995, regulated the sulfur dioxide emissions
levels from 261 generating units at 110 power plants and targeted the highest
sulfur dioxide emitters. Phase II, implemented January 1, 2000, made the
regulations more stringent and extended them to additional power plants,
including all power plants of greater than 25 megawatt capacity. Affected
electric utilities can comply with these requirements by doing one or more of
the following:

            1    burning lower sulfur coal, either exclusively or mixed with
                 higher sulfur coal;

            2    installing pollution control devices such as scrubbers, which
                 reduce the emissions from high sulfur coal;

            3    reducing electricity generating levels; or

            4    purchasing or trading emission credits.

         Specific emissions sources receive these credits that electric
utilities and industrial concerns can trade or sell to allow other units to emit
higher levels of sulfur dioxide. Each credit allows its holder to emit one ton
of sulfur dioxide.

         In addition to emissions control requirements designed to control acid
rain and to attain the national ambient air quality standards, the Clean Air Act
also imposes standards on sources of hazardous air pollutants. Although these
standards have not yet been extended to coal mining operations, the EPA recently
announced that it will regulate hazardous air pollutants from coal-fired power
plants. Under the Clean Air Act, coal-fired power plants will be required to
control hazardous air pollution emissions by no later than 2009. These controls
are likely to require significant new improvements in controls by power plant
owners. The most prominently targeted pollutant is mercury, although other

                                       10
<PAGE>

by-products of coal combustion may be covered by future hazardous air pollutant
standards for coal combustion sources. However, the introduction of mercury
emissions limits could place coal produced in western U.S. mines at a
competitive disadvantage to coal produced in eastern U.S. mines, as current
mercury-removal technology is more effective on eastern U.S. coal. The EPA has
announced that it intends to issue a proposed rule concerning maximum achievable
control technology (MACT) for utilities by December 2003.

         Other proposed initiatives may have an effect upon coal operations.
Several so-called multi-pollutant bills, which could regulate a variety of air
emissions, including carbon dioxide and mercury, have been proposed. One such
proposal is the Bush Administration's recently announced Clear Skies initiative.
As proposed, this initiative is designed to reduce emissions of sulfur dioxide,
nitrogen oxides and mercury from power plants. Senator James Jeffords has also
introduced a bill that would place tight caps on coal-fired emissions, including
mandatory limits on carbon dioxide emissions, and require shorter implementation
time frames. While the details of these proposed initiatives vary, there is
clearly a movement towards increased regulation of air emissions, including
carbon dioxide and mercury, which could cause power plants to shift away from
coal as a fuel source.

         The Bush administration recently pledged $2 billion to the Clean Coal
Technology (CCT) Program. The CCT Program is a government and industry co-funded
effort to demonstrate a new generation of innovative coal-utilization processes
in a series of "showcase" facilities built across the country. These projects
are carried out in sufficiently large scale to prove commercial worthiness and
generate data for design, construction, operation, and technical/economic
evaluation of full -scale commercial applications. The goal of the CCT Program
is to furnish the U.S. energy marketplace with advanced, more efficient
coal-based technologies, technologies that are capable of mitigating some of the
economic and environmental impediments that inhibit the use of coal as an energy
source.

         1992 Framework Convention on Global Climate Change. The United States
has not implemented the 1992 Framework Convention on Global Climate Change, or
Kyoto Protocol, which is intended to limit or reduce emissions of greenhouse
gases, such as carbon dioxide. Under the terms of the Kyoto Protocol, which
specific emission targets vary from country to country, the United States would
be required to reduce emissions to 93% of 1990 levels over a five-year period
from 2008 through 2012. Although the United States has not ratified the emission
targets and no comprehensive regulations focusing on greenhouse gas emissions
are in place, these restrictions, whether through ratification of the emission
targets or other efforts to stabilize or reduce greenhouse gas emissions, could
adversely affect the price and demand for coal. In March 2001, President Bush
reiterated his opposition to the Kyoto Protocol and further stated that he did
not believe that the government should impose mandatory carbon dioxide emission
reductions on power plants. In February 2002, President Bush announced a new
approach to climate change, confirming the Administration's opposition to the
Kyoto Protocol and proposing voluntary actions to reduce the greenhouse gas
intensity of the United States. Greenhouse gas intensity measures the ratio of
greenhouse gas emissions, such as carbon dioxide, to economic output. The
President's climate change initiative calls for a reduction in greenhouse gas
intensity over the next 10 years which is approximately equivalent to the
reduction that has occurred over each of the past two decades.

         Operations - Permitting; Compliance. Quest believes that it has
obtained all the permits required for its current operations under the SMCRA,
the Clean Water Act, the Clean Air Act, and corresponding state laws. Quest
believes that it is in compliance in all material respects with such permits,
and routinely corrects in a timely fashion violations of which it receives
notice in the normal course of operations. The expiration dates of the permits
are largely immaterial as the law provides for a right of successive renewal.
The cost of obtaining surface mining, clean water, and air permits can vary
widely depending on the scientific and technical demonstrations that must be
made to obtain the permits. However, the cost of obtaining a permit is rarely
more than $500,000 and of obtaining a renewal is rarely more than $5,000. It is
impossible to predict the full impact of future judicial, legislative or
regulatory developments on Quest's operations because the standards to be met,
as well as the technology and length of time available to meet those standards,
continue to develop and change.

         Quest believes that, based upon present information available to it,
that the bonds that it has posted with respect to future environmental costs are
adequate. However, the imposition of more stringent requirements under
environmental laws or regulations, new developments or changes regarding site
cleanup costs or the allocation of such costs among potentially responsible
parties, or a determination that Quest is potentially responsible for the
release of hazardous substances at sites other than those currently identified,
could result in additional expenditures or the provision of additional accruals
in expectation of such expenditures.

                                       11
<PAGE>

Coal Reserves

         Quest estimates that, as of December 31, 2004, it has total recoverable
reserves of approximately two to three million tons consisting of both proven
and probable reserves. "Reserves" are defined by Securities and Exchange
Commission Industry Guide 7 as that part of a mineral deposit, which could be
economically and legally extracted or produced at the time of the reserve
determination. "Recoverable" reserves mean coal that is economically recoverable
using existing equipment and methods under federal and state laws currently in
effect. Approximately three million tons of Quest's reserves are classified as
proven reserves. "Proven (Measured) Reserves" are defined by Securities and
Exchange Commission Industry Guide 7 as reserves for which (a) quantity is
computed from dimensions revealed in outcrops, trenches, workings or drill
holes; grade and/or quality are computed from the results of detailed sampling
and (b) the sites for inspection, sampling and measurement are spaced so closely
and the geologic character is so well defined that size, shape, depth and
mineral content of reserves are well-established. None of Quest's reserves are
classified as probable reserves. "Probable reserves" are defined by Securities
and Exchange Commission Industry Guide 7 as reserves for which quantity and
grade and/or quality are computed from information similar to that used for
proven (measured) reserves, but the sites for inspection, sampling, and
measurement are farther apart or are otherwise less adequately spaced. The
degree of assurance, although lower than that for proven (measured) reserves, is
high enough to assume continuity between points of observation.

         Information about Quest's reserves consists of estimates based on
engineering, economic and geological data assembled and analyzed by its
contracted engineers, geologists and finance associates. Reserve estimates are
updated annually using geologic data taken from drill holes, adjacent mine
workings, outcrop prospect openings and other sources. Coal tonnages are
categorized according to coal quality, seam thickness, mineability and location
relative to existing mines and infrastructure. In accordance with applicable
industry standards, proven reserves are those for which reliable data points are
spaced no more than 2,700 feet apart. Probable reserves are those for which
reliable data points are spaced 2,700 feet to 7,900 feet apart. Further scrutiny
is applied using geological criteria and other factors related to profitable
extraction of the coal. These criteria include seam height, roof and floor
conditions, yield and marketability.

         As with most coal-producing companies in Central Appalachia, the
majority of Quest's coal reserves are controlled pursuant to leases from third
party landowners. These leases convey mining rights to the coal producer in
exchange for a per ton or percentage of gross sales price royalty payment to the
lessor. However, a significant portion of Quest's reserve holdings are owned and
require no royalty or per ton payment to other parties. The average royalties
for coal reserves from Quest's producing properties (owned and leased) was
approximately 10% of produced coal revenue for the year ended December 31, 2003.

Employees

         Quest and its subsidiaries currently employ approximately 20 people at
the Burning Fork operation. Of the total, approximately one is in
administration, one is in sales, marketing and distribution, and 18 are in
mining operations. None of Quest's employees are represented by a labor union,
and Quest has not entered into a collective bargaining agreement with any union.
Quest has not experienced any work stoppages and believes that it has good
relations with its employees.

                                       12
<PAGE>

Item 1A.  RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

         An investment in Quest common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this report before investing in Quest common stock. Quest's business and
results of operations could be seriously harmed by any of the following risks.
The trading price of Quest's common stock could decline due to any of these
risks, and you may lose part or all of your investment.

         The level of Quest's indebtedness could adversely affect its ability to
grow and compete and prevent it from fulfilling its obligations under its
contracts and agreements. As of December 31, 2005, Quest had approximately
$5,700,000 of total indebtedness outstanding. Quest has significant debt, lease,
and royalty obligations. Its ability to satisfy debt service, lease, and royalty
obligations and to effect any refinancing of its indebtedness will depend upon
future operating performance, which will be affected by prevailing economic
conditions in the markets that it serves as well as financial, business and
other factors, many of which are beyond its control. Quest may be unable to
generate sufficient cash flow from operations and future borrowings, or other
financings may be unavailable in an amount sufficient to enable it to fund its
debt service, lease, and royalty payment obligations or its other liquidity
needs.

         Quest's relative amount of debt could have material consequences to its
business, including, but not limited to, the following: (i) making it more
difficult to satisfy debt covenants and debt service, lease payment, and other
obligations; (ii) increasing its vulnerability to general adverse economic and
industry conditions; (iii) limiting its ability to obtain additional financing
to fund future acquisitions, working capital, capital expenditures, or other
general corporate requirements; (iv) reducing the availability of cash flows
from operations to fund acquisitions, working capital, capital expenditures, or
other general corporate purposes; (v) limiting its flexibility in planning for,
or reacting to, changes in its business and the industry in which it competes;
or (vi) placing it at a competitive disadvantage when compared to competitors
with less relative amounts of debt.

         Pending and threatened litigation could result in Quest losing its
primary operating assets. Currently, Quest is a party to various pending
lawsuits, including a third-party complaint by the former owner of Gwenco, Inc.,
Albert Anderson. In his third-party complaint, Mr. Anderson is seeking to
rescind his sale of Gwenco to Quest and is also seeking injunctive relief
against Quest. Although Quest believes that Mr. Anderson's claims are frivolous
and wholly without merit, if Mr. Anderson is successful in his claims, it is
likely that Quest would lose one of its primary subsidiary and coal generating
operations, which would have a significantly adverse impact its financial
results and position and on its ability to continue as a going concern.

         If transportation for Quest's coal becomes unavailable or uneconomic
for its customers, Quest's ability to sell coal could suffer. Transportation
costs represent a significant portion of the total cost of coal and, as a
result, the cost of transportation is a critical factor in a customer's
purchasing decision. Increases in transportation costs could make coal a less
competitive source of energy or could make some of Quest's operations less
competitive than other sources of coal. Coal producers depend upon rail, barge,
trucking, overland conveyor, and other systems to deliver coal to markets. While
U.S. coal customers typically arrange and pay for transportation of coal from
the mine to the point of use, disruption of these transportation services
because of weather-related problems, strikes, lock-outs or other events could
temporarily impair Quest's ability to supply coal to its customers and thus
could adversely affect Quest's results of operations. For example, the high
volume of coal shipped from one region of mines could create temporary
congestion on the rail systems servicing that region.

         Risks inherent to mining could increase the cost of operating Quest's
business. Quest's mining operations are subject to conditions beyond its control
that can delay coal deliveries or increase the cost of mining at particular
mines for varying lengths of time. These conditions include weather and natural
disasters, unexpected maintenance problems, key equipment failures, variations
in coal seam thickness, variations in the amount of rock and soil overlying the
coal deposit, variations in rock, and other natural materials and variations in
geologic conditions. In addition, the United States and over 160 other nations
are signatories to the 1992 Framework Convention on Climate Change, which is
intended to limit emissions of greenhouse gases, such as carbon dioxide. In
December 1997, in Kyoto, Japan, the signatories to the convention established a
binding set of emission targets for developed nations. Although the specific
emission targets vary from country to country, the United States would be
required to reduce emissions to 93% of 1990 levels over a five-year budget
period from 2008 through 2012. Although the United States has not ratified the
emission targets and no comprehensive regulations focusing on U.S. greenhouse
gas emissions are in place, these restrictions, whether through ratification of
the emission targets or other efforts to stabilize or reduce greenhouse gas
emissions, could adversely impact the price of and demand for coal. According to

                                       13
<PAGE>

the Energy Information Administration's Emissions of Greenhouse Gases in the
United States 2002, coal accounts for 30% of greenhouse gas emissions in the
United States, and efforts to control greenhouse gas emissions could result in
reduced use of coal if electricity generators switch to sources of fuel with
lower carbon dioxide emissions. Further developments in connection with
regulations or other limits on carbon dioxide emissions could have a material
adverse effect on Quest's financial condition or results of operations.

         Quest's future success depends upon its ability to continue acquiring
and developing coal reserves that are economically recoverable. Quest's
recoverable reserves decline as it produces coal. Quest has not yet applied for
the permits required or developed the mines necessary to use all of its
reserves. Furthermore, Quest may not be able to mine all of its reserves as
profitably as it does at its current operations. Quest's future success depends
upon its conducting successful exploration and development activities or
acquiring properties containing economically recoverable reserves. Quest's
planned mine development projects and acquisition activities may not result in
significant additional reserves, and it may not have continuing success
developing additional mines. Most of Quest's mining operations are conducted on
properties owned or leased by Quest. Because title to most of its leased
properties and mineral rights are not thoroughly verified until a permit to mine
the property is obtained, Quest's right to mine some of its reserves may be
materially adversely affected if defects in title or boundaries exist. In
addition, in order to develop its reserves, Quest must receive various
governmental permits. Quest cannot predict whether it will continue to receive
the permits necessary for it to operate profitably in the future. Quest may not
be able to negotiate new leases from the government or from private parties or
obtain mining contracts for properties containing additional reserves or
maintain its leasehold interest in properties on which mining operations are not
commenced during the term of the lease. From time to time, Quest has experienced
litigation with lessors of our coal properties and with royalty holders.

         If the coal industry experiences overcapacity in the future, our
profitability could be impaired. During the mid-1970s and early 1980s, a growing
coal market and increased demand for coal attracted new investors to the coal
industry, spurred the development of new mines, and resulted in added production
capacity throughout the industry, all of which led to increased competition and
lower coal prices. Similarly, an increase in future coal prices could encourage
the development of expanded capacity by new or existing coal producers. Any
overcapacity could reduce coal prices in the future.

         Quest's ability to operate effectively could be impaired if it loses
key personnel. Quest manages its business with a number of key personnel, the
loss of a number of whom could have a material adverse effect on Quest. In
addition, as its business develops and expands, Quest believes that its future
success will depend greatly on its continued ability to attract and retain
highly skilled and qualified personnel. It is possible that key personnel will
not continue to be employed by Quest and that we will be not able to attract and
retain qualified personnel in the future. Quest does not have "key person" life
insurance to cover its executive officers. Failure to retain or attract key
personnel could have a material adverse effect on Quest.

         Coal markets are highly competitive and affected by factors beyond
Quest's control. Quest competes with coal producers in various regions of the
U.S. for domestic sales and with both domestic and overseas producers for sales
to international markets. Continued domestic demand for Quest's coal and the
prices that it will be able to obtain primarily will depend upon coal
consumption patterns of the domestic electric utility industry and the domestic
steel industry. Consumption by the domestic utility industry is affected by the
demand for electricity, environmental and other governmental regulations,
technological developments and the price of competing coal and alternative fuel
supplies including nuclear, natural gas, oil and renewable energy sources,
including hydroelectric power. Consumption by the domestic steel industry is
primarily affected by the demand for U.S. steel. Quest's sales of metallurgical
coal are dependent on the continued financial viability of domestic steel
companies and their ability to compete with steel producers abroad. The cost of
ocean transportation and the valuation of the U.S. dollar in relation to foreign
currencies significantly impact the relative attractiveness of Quest's coal as
it competes on price with other foreign coal producing sources.

         Coal prices are affected by a number of factors and may vary
dramatically by region. The two principal components of the price of coal are
the price of coal at the mine, which is influenced by mine operating costs and
coal quality, and the cost of transporting coal from the mine to the point of
use. The cost of mining the coal is influenced by geologic characteristics such
as seam thickness, overburden ratios and depth of underground reserves.
Underground mining is generally more expensive than surface mining as a result
of high capital costs, including costs for modern mining equipment and
construction of extensive ventilation systems and higher labor costs due to
lower productivity. Quest currently engages in three principal coal mining

                                       14
<PAGE>

techniques: underground room and pillar mining, underground longwall mining and
highwall mining. Because underground longwall mining, surface mining, and
highwall mining are high-productivity, low-cost mining methods, Quest seeks to
increase production from its use of these methods to the extent permissible and
cost effective.

         Quest depends on continued demand from its customers. Reduced demand
from Quest's largest customers could have an adverse impact on its ability to
achieve its projected revenue. When Quest's contracts with its current customers
reach expiration, it is possible that that the customers will not extend or
enter into new long-term contracts or, in the absence of long-term contracts,
that they will not continue to purchase the same amount of coal as they have in
the past or on terms, including pricing terms, as favorable as under existing
agreements.

         Quest faces numerous uncertainties in estimating its economically
recoverable coal reserves, and inaccuracies in its estimates could result in
lower than expected revenues, higher than expected costs and decreased
profitability. There are numerous uncertainties inherent in estimating
quantities and values of economically recoverable coal reserves, including many
factors beyond Quest's control. As a result, estimates of economically
recoverable coal reserves are by their nature uncertain. Information about
Quest's reserves consists of estimates based on engineering, economic, and
geological data assembled and analyzed by Quest's staff. Some of the factors and
assumptions that impact economically recoverable reserve estimates include the
following:

     o   geological conditions;

     o   historical production from the area compared with production from other
         producing areas;

     o   the assumed effects on regulations and taxes by governmental agencies;

     o   assumptions governing future prices; and

     o   future operating costs.

         Each of these factors may in fact vary considerably from the
assumptions used in estimating reserves. For these reasons, estimates of the
economically recoverable quantities of coal attributable to a particular group
of properties may vary substantially. As a result, Quest's estimates may not
accurately reflect its actual reserves. Actual production, revenues, and
expenditures with respect to its reserves will likely vary from estimates, and
these variances may be material.

         Union represented labor creates an increased risk of work stoppages and
higher labor costs. As of December 31, 2004, none of Quest's workforce was
represented by a union. However, in the event that Quest is required to hire
union labor, there may be an increased risk of strikes and other related work
actions, in addition to higher labor costs associated with union labor. Quest
has experienced some union organizing campaigns at some of its open shop
facilities within the past five years. If some or all of Quest's current open
shop operations were to become union represented, Quest could be subject to
additional risk of work stoppages and higher labor costs. Increased labor costs
or work stoppages could adversely affect the stability of production and reduce
its net income.

         Severe weather may affect Quest's ability to mine and deliver coal.
Severe weather, including flooding and excessive ice or snowfall, when it
occurs, can adversely affect Quest's ability to produce, load, and transport
coal.

         Shortages of skilled labor in the Central Appalachian coal industry may
pose a risk to achieving high labor productivity and competitive costs. Coal
mining continues to be a labor intensive industry. In 2001, the coal industry
experienced a shortage of trained coal miners in the Central Appalachian region
causing many companies to hire mine workers with less experience. While Quest
did not experience a comparable labor shortage in 2003, if another such shortage
of skilled labor were to arise, Quest's productivity could decrease and our
costs could increase. Such a lack of skilled miners could have an adverse impact
on Quest's labor productivity and costs and its ability to expand production in
the event there is an increase in the demand for coal.

         If the coal industry experiences overcapacity in the future, Quest's
profitability could be impaired. Historically, a growing coal market and
increased demand for coal attract new investors to the coal industry, spur the

                                       15
<PAGE>

development of new mines and result in added production capacity throughout the
industry, all of which can lead to increased competition and lower coal prices.
Similarly, an increase in future coal prices could encourage the development of
expanded capacity by new or existing coal producers. Any overcapacity could
reduce coal prices and therefore reduce Quest's revenues.

         Terrorist attacks and threats, escalation of military activity in
response to such attacks, or acts of war may negatively affect Quest's cash
flows, results of operations, or financial condition. Terrorist attacks and
threats, escalation of military activity in response to such attacks or acts of
war may negatively affect Quest's cash flows, results of operations, or
financial condition. Quest's business is affected by general economic
conditions, fluctuations in consumer confidence and spending, and market
liquidity, which can decline as a result of numerous factors outside of its
control, such as terrorist attacks and acts of war. Future terrorist attacks
against U.S. targets, rumors or threats of war, actual conflicts involving the
U.S. or its allies, or military or trade disruptions affecting Quest's customers
may materially adversely affect its operations. As a result, there could be
delays or losses in transportation and deliveries of coal to Quest's customers,
decreased sales of its coal, and extension of time for payment of accounts
receivable from its customers. Strategic targets such as energy-related assets
may be at greater risk of future terrorist attacks than other targets in the
U.S. In addition, disruption or significant increases in energy prices could
result in government-imposed price controls. It is possible that any, or a
combination, of these occurrences could have a material impact on Quest's cash
flows, results of operations, or financial condition.

         The independent auditors' report of E-Z Mining raises substantial doubt
about E-Z Mining's ability to continue as a going concern. The independent
auditors of E-Z Mining, Quest's accounting predecessor, have prepared their
report on E-Z Mining's financial statements as of December 31, 2003 and the year
then ended assuming that E-Z Mining will continue as a going concern. Their
report has an explanatory paragraph which states that E-Z Mining's recurring
losses from operations and its need for additional capital raise substantial
doubt about Quest's ability to continue as a going concern.

         Quest's operating subsidiaries have not operated as a combined entity
for a long period of time and are not fully-integrated, and Quest may not be
able to integrate them successfully. In April, 2004, Quest acquired Gwenco,
Inc., and in June, 2004, Quest acquired D & D Contracting, Inc. The D&D
agreement was rescinded effective November 1, 2004. These operating subsidiaries
either did not operate or were operated as separate independent entities prior
to their acquisition by Quest, and Quest may not be able to integrate the
operations of these businesses successfully or institute the necessary systems
and procedures, including accounting and financial reporting systems, to manage
the combined enterprise on a profitable basis. Quest's management group has only
recently been assembled and may not be able to manage the combined entity
effectively or to successfully implement its operating strategies. Quest's pro
forma combined financial results cover periods when Quest's operating
subsidiaries were not under common control or management, and the pro forma
combined results may not be indicative of Quest's future financial or operating
results. Any inability to integrate Quest's operating subsidiaries successfully
would have a material adverse effect on Quest's business, financial condition,
and results of operations.

         Quest may not be able to identify quality strategic acquisition
candidates, and if it does make strategic acquisitions, it may not be able to
successfully integrate their operations. Quest intends to acquire companies in
the coal mining industry that offer complementary products and services to its
current business operations. For each acquisition, Quest will be required to
assimilate the operations, products, and personnel of the acquired business and
train, retain, and motivate its key personnel. Quest may be unable to maintain
uniform standards, controls, procedures, and policies if it fails in these
efforts. Similarly, acquisitions may subject Quest to liabilities and risks that
are not known or identifiable at the time of the acquisition or may cause
disruptions in its operations and divert management's attention from day-to-day
operations, which could impair Quest's relationships with its current employees,
customers, and strategic partners. Quest may have to incur debt or issue equity
securities to pay for any future acquisitions. The issuance of equity securities
could be substantially dilutive to Quest's stockholders. In addition, Quest's
profitability may suffer because of acquisition related costs. Quest currently
has no agreements or commitments concerning any such additional acquisitions,
and it may not be able to identify any companies that satisfy its acquisition
criteria.

         The government extensively regulates Quest's mining operations, which
imposes significant costs on Quest, and future regulations could increase those
costs or limit Quest's ability to produce coal. Federal, state, and local
authorities regulate the coal mining industry with respect to matters such as
employee health and safety, permitting and licensing requirements, air quality
standards, water pollution, plant and wildlife protection, reclamation and

                                       16
<PAGE>

restoration of mining properties after mining is completed, the discharge of
materials into the environment, surface subsidence from underground mining, and
the effects that mining has on groundwater quality and availability. In
addition, significant legislation mandating specified benefits for retired coal
miners affects Quest's industry. Numerous governmental permits and approvals are
required for mining operations. Quest is required to prepare and present to
federal, state, or local authorities data pertaining to the effect or impact
that any proposed exploration for or production of coal may have upon the
environment. The costs, liabilities, and requirements associated with these
regulations may be costly and time-consuming and may delay commencement or
continuation of exploration or production. The possibility exists that new
legislation and/or regulations and orders may be adopted that may materially
adversely affect Quest's mining operations, its cost structure, and/or its
customers' ability to use coal. New legislation or administrative regulations
(or judicial interpretations of existing laws and regulations), including
proposals related to the protection of the environment that would further
regulate and tax the coal industry, may also require Quest or its customers to
change operations significantly or incur increased costs. The majority of
Quest's coal supply agreements contain provisions that allow a purchaser to
terminate its contract if legislation is passed that either restricts the use or
type of coal permissible at the purchaser's plant or results in specified
increases in the cost of coal or its use. These factors and legislation, if
enacted, could have a material adverse effect on Quest's financial condition and
results of operations.

         There is a limited active trading market for Quest shares. Quest common
stock is traded on the OTC Bulletin Board under the symbol "QMMG.OB." Trading
activity in Quest common stock has fluctuated widely and at times has been
limited. Quest considers its common stock to be "thinly traded" and any last
reported sale prices may not be a true market-based valuation of the common
stock. A consistently active trading market for Quest's stock may not develop at
any time in the future. Stockholders may experience difficulty selling their
shares if they choose to do so because of the illiquid market and limited public
float for Quest stock.

         Quest's common stock is considered to be a "penny stock" and, as such,
the market for Quest common stock may be further limited by certain SEC rules
applicable to penny stocks. As long as the price of Quest's common stock remains
below $5.00 per share or Quest has net tangible assets of $2,000,000 or less,
Quest's common shares are likely to be subject to certain "penny stock" rules
promulgated by the SEC. Those rules impose certain sales practice requirements
on brokers who sell penny stock to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000). For transactions covered
by the penny stock rules, the broker must make a special suitability
determination for the purchaser and receive the purchaser's written consent to
the transaction prior to the sale. Furthermore, the penny stock rules generally
require, among other things, that brokers engaged in secondary trading of penny
stocks provide customers with written disclosure documents, monthly statements
of the market value of penny stocks, disclosure of the bid and asked prices and
disclosure of the compensation to the brokerage firm and disclosure of the sales
person working for the brokerage firm. These rules and regulations make it more
difficult for brokers to sell Quest common shares and limit the liquidity of
Quest's securities.

         Quest has no immediate plans to pay dividends. Quest has not paid any
cash dividends to date and does not expect to pay dividends for the foreseeable
future.

         Our officers and directors collectively own a majority of Quest's
outstanding common stock, and as long as they do, they will control the outcome
of stockholder voting. Quest's officers and directors are collectively the
beneficial owners of approximately 43.3% of the outstanding shares of Quest's
common stock. As long as Quest's officers and directors collectively own a
significant percentage of Quest's common stock, Quest's other stockholders may
generally be unable to affect or change the management or the direction of Quest
without the support of its officers and directors. As a result, some investors
may be unwilling to purchase Quest's common stock. If the demand for Quest's
common stock is reduced because Quest's officers and directors have significant
influence over Quest, the price of Quest's common stock could be materially
depressed. The officers and directors will be able to exert significant
influence over the outcome of all corporate actions requiring stockholder
approval, including the election of directors, amendments to Quest's articles of
incorporation and approval of significant corporate transactions.

         Quest's articles of incorporation authorizes Quest's board of directors
to designate and issue preferred stock with rights, preferences and privileges
that may be adverse to the rights of the holders of Quest's common stock.
Quest's board of directors has the authority to issue up to an additional
21,400,000 shares of preferred stock and to determine the price, rights,
preferences, and privileges of those shares without any further vote or action
by Quest's stockholders. To date, Quest has issued 2,000,000 shares of Series A

                                       17
<PAGE>

preferred stock and 1,600,000 shares of Series B preferred stock. Any preferred
stock issued by Quest's board of directors may contain rights and preferences
adverse to the voting power and other rights of the holders of common stock.

                         Cautionary Statement Concerning
                           Forward-Looking Information

         This annual report and the documents to which Quest refers you and
incorporate into this annual report by reference contain forward-looking
statements. In addition, from time to time, Quest, or its representatives, may
make forward-looking statements orally or in writing. These are statements that
relate to future periods and include statements regarding Quest's future
strategic, operational and financial plans, potential acquisitions, anticipated
or projected revenues, expenses and operational growth, markets and potential
customers for Quest's products and services, plans related to sales strategies
and efforts, the anticipated benefits of Quest's relationships with strategic
partners, growth of its competition, its ability to compete, the adequacy of its
current facilities and its ability to obtain additional space, use of future
earnings, and the feature, benefits and performance of its current and future
products and services.

         You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes," "plans," "projected," "predicts," "potential," "seek" or "continue"
or the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors. These factors may cause Quest's
actual results to differ materially from any forward-looking statement. Quest
cautions you not to place undue reliance on these forward-looking statements.

         Quest bases these forward-looking statements on its expectations and
projections about future events, which it derives from the information currently
available to it. Such forward-looking statements relate to future events or
future performance. Forward-looking statements are only predictions. The
forward-looking events discussed in this annual report, the documents to which
Quest refers you and other statements made from time to time by Quest or its
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about Quest.
For these statements, Quest claims the protection of the "bespeaks caution"
doctrine. The forward-looking statements speak only as of the date hereof, and
Quest expressly disclaims any obligation to publicly release the results of any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this filing.

                                       18
<PAGE>

Item 2.   PROPERTIES

PROPERTIES

         All of Quest's current operations are conducted at facilities located
in Kentucky. The existing facilities are adequate for its current operations.
Quest anticipates that additional facilities will be leased or purchased as
needed and that sufficient facilities for its needs are readily available.

         Quest's executive offices are located in Pikeville, Kentucky and
consist of approximately 1,500 square feet of leased space. Quest leases this
space at the rate of $700 per month.

         Quest also leases over 1,000 acres in Kentucky for its operations at
Burning Fork #1. It leases this property under an operating agreement with the
leaseholder of the Burning Fork property. Under this agreement, Quest is
required to pay the leaseholder cola royalties as defined in the agreement. The
minimum lease payment is $1,000 per month and the underlying lease is renewable
on an annual basis. The leaseholder also has a lien on all equipment of Quest.
Gwenco leases over 700 acres of coal mines, with approximately 12,999,000 tons
of coal in place in six seams.

Item 3.   LEGAL PROCEEDINGS

Litigation

         In or about May, 2004, National City Bank of Kentucky commenced an
action in Boyd County Court, Kentucky against Quest's indirect wholly-owned
subsidiary, Gwenco, Inc., and Albert Anderson for breach of various promissory
notes issued by Gwenco. Duke Energy Merchants and First Sentry Bank were joined
in the action. National City Bank and Duke Energy are collectively seeking
approximately $1,100,000 in principal as well as interests, fees, and costs.
Gwenco is actively defending the action. In that action, Anderson has filed a
third-party complaint against Quest (Nevada) and Taylor Mining, two of Quest's
subsidiaries for breach of contract, fraud in the inducement, breach of the
covenant of good faith and fair dealing, unjust enrichment, conversion, and
breach of fiduciary duties. Mr. Anderson seeks to rescind Quest's acquisition of
Gwenco, or alternatively, seeks unspecified compensatory and punitive damages,
and he also seeks injunctive relief. Quest believes that Mr. Anderson's
allegations are without merit and intends to defend the action vigorously.

         On or about August 25, 2004, Valley Personnel Services, Inc. commenced
an action in the Circuit Court of Mingo County, West Virginia against Quest's
indirect wholly-owned subsidiaries, D&D Contracting, Inc. and Quest Energy, Ltd.
for damages in the amount of approximately $150,000, plus pre and post judgment
interest as provided by law, costs, and fees. D&D and Quest Energy are actively
defending the action.

         The Federal Insurance Company has notified Quest Energy that is seeking
to obtain subrogation of monies it has paid to Community Trust Bank and
repayment of deductibles by the bank as a part of an alleged criminal scheme and
conspiracy by former employees of the bank and other individuals. The Federal
Insurance Company has alleged that former employees or associates of Quest
Energy were primarily involved in the alleged scheme, that Quest Energy is
accordingly responsible for the actions of these former employees and
associates, and that Quest Energy obtained a substantial material benefit as a
result of this alleged scheme. Quest Energy denies that it had any involvement
with or responsibility for any of the actions alleged by the Federal Insurance
Company, and it further denies that it has benefited from any such alleged
scheme. Further, Quest Energy contends that the negligent actions and inactions
by Community Trust Bank caused severe damage and loss to Quest Energy. There is
currently no action pending with respect to this matter.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                       19
<PAGE>

                                     PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Quest's common stock has traded on the OTC Bulletin Board under the
symbol "QMMG" since April 13, 2004. Before that date, its common stock is traded
on the OTC Bulletin Board under the symbol "TLLM," and before that, it traded on
the OTC Bulletin Board under the symbol "TILL." The following table shows the
high and low bid prices for Quest's common stock for each quarter since January
1, 2003 as reported by the OTC Bulletin Board. All share prices have been
adjusted to provide for the one for 100 reverse split which was effected in
January, 2004 (i.e. they have been increased 100 times to compare them to
current prices). Quest considers its stock to be "thinly traded" and any
reported sale prices may not be a true market-based valuation of its stock. Some
of the bid quotations from the OTC Bulletin Board set forth below may reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

2003 (OTC Bulletin Board)                        High Bid             Low Bid
-----------------------------------------------------------------------------
First quarter                                        1.00                1.00
Second quarter                                       2.00                1.00
Third quarter                                        2.00                1.00
Fourth quarter                                     101.00               10.00

2004 (OTC Bulletin Board)                        High Bid             Low Bid
-----------------------------------------------------------------------------
First quarter                                        2.50                1.25
Second quarter                                       3.50                2.00
Third quarter                                        3.60                2.55
Fourth quarter                                       3.40                1.15

         As of June 9, 2005, there were approximately 760 record holders of
Quest's common stock.

         Quest has not paid any cash dividends since its inception and does not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of its business.

         Shares eligible for future sale could depress the price of Quest's
common stock, thus lowering the value of your investment. Sales of substantial
amounts of Quest's common stock, or the perception that such sales could occur,
could adversely affect prevailing market prices for shares of Quest's common
stock.

         Quest's revenues and operating results may fluctuate significantly from
quarter to quarter, which can lead to significant volatility in the price and
volume of its stock. In addition, stock markets have experienced extreme price
and volume volatility in recent years. This volatility has had a substantial
effect on the market prices of securities of many smaller public companies for
reasons unrelated or disproportionate to the operating performance of the
specific companies. These broad market fluctuations may adversely affect the
market price of Quest's common stock.

                                       20
<PAGE>

         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, 2004:

<TABLE>
<CAPTION>
                                                (a)                       (b)                          (c)
------------------------------------    ---------------------    ----------------------     ------------------------
Plan Category                                Number of             Weighted-average          Number of securities
                                          securities to be         exercise price of          remaining available
                                            issued upon              outstanding              for future issuance
                                            exercise of            options, warrants             under equity
                                            outstanding               and rights              compensation plans
                                         options, warrants                                   (excluding securities
                                             and rights                                       reflected in column
                                                                                                     (a))
------------------------------------    ---------------------    ----------------------     ------------------------
<S>                                          <C>                        <C>                           <C>
Equity compensation plans                            --                 $ --                          --
approved by security holders
Equity compensation plans not                17,500,000                 $ --                          --
approved by security holders (1)
Total                                        17,500,000                 $ --                          --
</TABLE>

       (1)    2004 Stock Compensation Plan. In 2004, Quest adopted its 2004
              Stock Compensation Plan on January 20, 2004. The purpose of the
              plan was to advance the best interests of Quest by providing its
              employees, directors, consultants, and other persons associated
              with Quest with additional incentive and by increasing their
              proprietary interest in the success of Quest. The plan also
              encourages those employees and consultants to maintain their
              relationship with Quest.

              Quest may grant stock or stock options under the plan. The total
              number of shares of Quest available for grants of stock options or
              stock is 17,500,000. This amount is subject to adjustment in the
              event of a merger, consolidation, other reorganization,
              recapitalization, reclassification, combination of shares, stock
              split-up, or stock dividend; however, the amount of shares
              available under the plan is not subject to adjustment in the event
              of a reverse stock split, i.e. a reverse stock split by Quest
              shall not affect or result in any reduction in the number of plan
              shares remaining in the plan at the effective time of such reverse
              stock split. To date, Quest has issued al 17,500,000 shares
              pursuant to stock grants.

              The plan is administered by Quest's board of directors, and if
              established, a compensation committee of the board of directors.
              The board (or committee) has the power and authority to grant
              stock options and common stock, determine who will be granted
              stock options and common stock and the time or times those
              selected persons will be granted stock or may exercise all or any
              part of their stock options. The board (or committee) also
              determines the number of shares to be granted or to be subject to
              each option, the purchase price of the shares of common stock
              covered by each option and the method of payment of such price.
              The board (or committee) also has the authority to construe and
              interpret the plan, establish rules and regulations, and perform
              all other acts, including the delegation of administrative
              responsibilities it believes reasonable and proper.

                                       21
<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with Quest's financial statements and related notes included in this report.
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The statements contained in
this report that are not historic in nature, particularly those that utilize
terminology such as "may," "will," "should," "expects," "anticipates,"
"estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.
Various risks and uncertainties could cause actual results to differ materially
from those expressed in forward-looking statements. Please refer to the Risk
Factors section of this report on page 4 for a description of these risks and
uncertainties.

         All forward-looking statements in this document are based on
information currently available to Quest as of the date of this report, and
Quest assumes no obligation to update any forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements.

General

         Quest Minerals & Mining Corp., or Quest, acquires and operates energy
and mineral related properties in the southeastern part of the United States.
Quest focuses its efforts on properties that produce quality compliance blend
coal. Quest currently operates one drift mine at Burning Fork, which is four
miles northeast of Pikeville Kentucky. Quest's steam coal is currently sold on
the spot market to certain brokers who in turn sell to by utilities and
industrial clients as fuel for power plants. It currently produces no
metallurgical coal but is actively seeking such grade coal for sale to make coke
for use in the manufacture of steel.

         Quest is a holding company for Quest Minerals & Mining, Ltd., a Nevada
corporation, or Quest (Nevada), which in turn is a holding company for Quest
Energy, Ltd., a Kentucky corporation, or Quest Energy. Quest Energy is the
parent corporation of E-Z Mining Co., Inc, a Kentucky corporation, or E-Z
Mining, of Gwenco, Inc., a Kentucky corporation, or Gwenco, and of Quest Marine
Terminal, Ltd., a Kentucky corporation, or Quest Marine.

         E-Z Mining operates a high-quality compliance blend coal deep mine
named "Burning Fork #1" in Pike County, Kentucky. Burning Fork #1 contains
Elkhorn #3 coal, currently being mined by E-Z Mining, as well as Elkhorn #2
coal.

         Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams. Gwenco has reopened Gwenco's two
former drift mines at Pond Creek and Lower Cedar Grove, and production has begun
in its Pond Creek seam. This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky. Using continuous mining techniques,
Quest has driven 800 feet to where the coal is thickening to above 36 inches.
During the initial period, coal was sent to a preparation plant to be washed.
Once thicker coal is reached, Quest intends to commence implementation of two
conventional mining operations yielding about 20,000 tons of clean coal per
month. Subject to negotiations regarding a preexisting "Coal Supply Agreement"
with Duke Energy Merchants LLC, coal from Pond Creek has been sold to either
Duke, public utility companies in eastern Kentucky and southern Ohio, or on the
open market.

         Quest Marine leases from Monday Coal, LLC a barge loadout facility and
associated real property, consisting of approximately 13.89 acres, located at
Mile Point 318.9 on the Ohio River. The term of the lease is for five (5) years,
and the lease provides Quest Marine with the option to renew the term of the
lease for five (5) additional terms of five (5) years each. The monthly rental
payment for the lease is fifty thousand dollars ($50,000), beginning on January
1, 2005. In addition, Quest Marine is required to pay to Monday Coal, LLC, a
monthly "Tonnage Rental Payment" as follows: (i) fifty cents $0.50 per ton for
all coal loaded from the barge loadout facility for Quest Marine's own use; and
(ii) fifty cents $0.50 per ton for all coal loaded from the barge loadout
facility for third parties not a party to the lease at a "Through Put Price" of
$2.00 or less; or (iii) if the Through Put Price charged to third parties not a
party to the lease exceeds $2.00 per ton, twenty five percent (25%) of the
Through Put Price charged to the third party. In addition, pursuant to the terms
of the lease, Quest Marine is entitled to reimbursement of up to a maximum of
four hundred thousand dollars ($400,000) for its costs incurred to repair the
leased property and/or barge loadout facility. The reimbursement shall be

                                       22
<PAGE>

credited against the required Tonnage Rental Payments. At the termination of the
lease, Quest Marine is required to surrender the property, including all
buildings and fixtures.

Quest's Corporate History

         Quest was incorporated on November 21, 1985 in the State of Utah under
the name "Sabre, Inc." It subsequently changed its name to Tillman
International, Inc. On February 9, 2004, Tillman acquired 100% of the
outstanding common stock of Quest Minerals (Nevada) pursuant to a securities
purchase agreement and plan of reorganization. Under the plan of reorganization,
Tillman issued 20,700,000 shares of its common stock to the stockholders of
Quest Minerals (Nevada) in exchange for all of the outstanding shares of common
stock of Quest Minerals (Nevada). In addition, Tillman agreed to issue to the
stockholders of Quest Minerals (Nevada) an additional 1,800,000 shares of its
common stock upon completion of an amendment to its articles of incorporation to
increase the authorized common stock of Tillman to 250,000,000 shares. Pursuant
to the plan of reorganization, 22,464,358 shares of Tillman common stock held by
Silvestre Hutchinson, the former President of Tillman and one of its former
directors, were cancelled. Upon the completion of the reorganization, William R.
Wheeler and Eugene Chiaramonte, Jr., the former directors of Quest Minerals
(Nevada), were appointed as directors of Tillman. On April 8, 2004, Tillman
amended its articles of incorporation to change its name to "Quest Minerals &
Mining Corp."

         Since the stockholders of Quest Minerals (Nevada) owned approximately
53% of Tillman's outstanding voting shares after giving effect to the
reorganization, and since Tillman was a development stage company with limited
operations before the reorganization, Quest Minerals (Nevada) is deemed to be
the acquirer for accounting purposes, and the transaction will be reflected as a
recapitalization of Quest Minerals (Nevada). In a recapitalization, the
historical stockholders' equity of Quest Minerals (Nevada) prior to the
reorganization will be retroactively restated for the equivalent number of
shares received in the merger after giving effect to any difference in par value
of Tillman's stock and Quest Minerals (Nevada)'s stock by an offset to capital.

         Quest Minerals (Nevada) was incorporated on November 19, 2003 in the
State of Nevada. It had minimal operations until January 1, 2004, when it
acquired all of the capital stock of E-Z Mining Co., Inc., a Kentucky
corporation. As a result, E-Z Mining Co. is deemed to be Quest's predecessor,
and the results of operations and other information set forth below with respect
to the year ended December 31, 2003 are those of E-Z Mining Co.

Results of Operations

Basis of Presentation

         The results of operations set forth below for the year ended December
31, 2004 are those of Quest. The results of operations for the year ended
December 31, 2003 are those of E-Z Mining Co., Inc., Quest's wholly-owned
subsidiary which is deemed to be Quest's predecessor, as that term is defined in
Rule 405 promulgated under the Securities Act of 1933, as amended. The following
table sets forth, for the periods indicated, certain audited selected financial
data expressed as a percentage of net sales:

                                                       Year Ended
                                                      December 31,
                                             ------------------------------
                                                  2004            2003
                                                 (Quest)          (E-Z)
                                             ------------------------------
Net sales                                         100.0%          100.0%
Production costs                                   70.4           124.4
Selling, general and administrative               359.9             0.8
Stock compensation                                752.5              --
Depreciation and amortization                       3.4             5.4
Interest                                           22.9              --
                                             -------------- ---------------

Operating income (loss)                        (1,304.9)%         (30.6)%
                                             -------------- ---------------

                                       23
<PAGE>

Comparison of the year ended December 31, 2004 and 2003

         Net sales. Net sales for Quest increased to $2,912,574, or an increase
of 122%, for the year ended December 31, 2004, from $1,309,833 for the year
ended December 31, 2003. This increase in sales reflects increasing demand for
coal in the United States. In addition, Quest has completed the refurbishment of
its Burning Fork mines, which has allowed for increased coal mining capacity.
The increase in revenues also reflects the revenues generated by its former
subsidiary, D&D Contracting, and its subsidiary, Gwenco, Inc., which was able to
start production in the third quarter. This increase in sales was offset by the
Burning Fork mines being closed down during a portion of the period by the prior
ownership and subsequently being refurbished by current Quest management. The
increase was further offset by several interruptions in coal mining operations
during the second and third quarters. These interruptions required Quest to
temporarily shut down the mines where the interruptions occurred. No revenues
were generated during these interruptions.

         Production costs. Production costs increased to $2,050,357, or an
increase of 26% for the year ended December 31, 2004, from $1,629,368 for the
year ended December 31, 2003. As a percentage of net sales, production costs
decreased to 70.4% of net sales for the year ended December 31, 2004 versus
124.4% of sales for the year ended December 31, 2003. In the second and third
quarters of 2004, Quest significantly increased its labor force in order to
operate its Burning Fork mines as well as those mines acquired through Gwenco,
Inc. and D&D Contracting. Further, in order to ramp up production in the
recently refurbished mines, Quest incurred increased expenses for equipment
repair, belt structure, dynamite, grease, oil, and highline power. In addition
to these factors, Quest's production costs as a percentage of net sales
increased because there were several instances where Quest suffered
interruptions in coal mining operations during the second and third quarters.
These interruptions required Quest to temporarily shut down the mines where the
interruptions occurred. No revenues were generated during these interruptions;
however, Quest continued to incur production costs such as labor during these
periods. However, the production costs as a percentage of revenues decreased
because E-Z Mining was unable to operate its mines during the fourth quarter of
2003 even though it had ongoing production costs during that period.

         Selling, general, and administrative. Selling, general and
administrative expenses increased to $10,481,839, or 96,436%, for the year ended
December 31, 2004, from $10,858 for the year ended December 31, 2003. As a
percentage of net sales, selling, general and administrative expenses were
359.9% for the year ended December 31, 2004, as compared to 0.8% for the
comparable period in 2003. The increase in selling, general and administrative
expenses reflects certain expenses incurred in connection with the acquisition
of Quest Minerals & Mining, Ltd. Further, Quest incurred additional expense from
the addition of administrative personnel. In addition, the higher selling,
general and administrative costs reflect the acquisitions of Gwenco and D&D
Contracting. Quest carries increased administrative cost as a result of being a
public company, including legal and accounting fees, whereas E-Z Mining was not
obliged to incur these same types of cost as a private company. Finally, and
most significantly, there were several non-cash expenses, such as our
acquisition of an option to purchase a Honduran mining operation, certain
equipment valuation adjustments, certain mineral interest valuation adjustments,
and asset impairments that resulted in such a large selling, general, and
administrative expense.

         Depreciation and amortization. Depreciation expense increased to
$99,351, or 40%, for the year ended December 31, 2004, from $71,042 for the year
ended December 31, 2003. As a percentage of net sales, depreciation expense was
3.4% for the year ended December 31, 2004, as compared to 0.8% for the
comparable period in 2003. Quest's depreciation expense decreased primarily
because additional equipment was put into service in 2004.

         Stock Compensation. Quest incurred a stock compensation expense of
$21,917,633 for the year ended December 31, 2004, compared to no such expense
for the year ended December 31, 2003. This expense resulted from the issuance of
17,500,000 shares of common stock pursuant to Quest's Stock Compensation Plan to
various consultants pursuant to consulting agreements, and the issuance of
additional shares to various consultants pursuant to consulting agreements.

         Interest expense. Interest expense increased to $668,353 for the year
ended December 31, 2004, from no interest for the year ended December 31, 2003.
Quest recorded an interest expense of $487,500 as a result of its issuance of
250,000 shares of common stock to IAB Island Ventures in connection with IAB's
loan of $250,000 pursuant to a demand note. Quest's interest expense also
results from obligations that Quest assumed in connection with the acquisition
of Gwenco.

                                       24
<PAGE>

         Operating loss. Quest incurred an operating loss of $38,005,209 for the
year ended December 31, 2004, compared to an operating loss of $400,812 for the
year ended December 31, 2003. It had higher operating losses in 2004 as compared
to 2003 primarily because of the stock compensation expense of $21,917,633 that
Quest recorded in connection with the issuance of its stock under the Quest
Stock Compensation Plan and to other consultants outside the Plan. Further, it
recorded a $4,960,000 expense for issuance of stock to acquire an option to
purchase a Honduran mining operation. In addition, Quest recorded interest
expense of $487,500 as a result of its issuance of 250,000 shares of common
stock to IAB Island Ventures in connection with IAB's loan of $250,000 pursuant
to a demand note. Without the stock compensation, option acquisition, and
interest expense, the operating loss for 2004 was $10,640,046. This loss
increase resulted from Quest incurring additional costs in ramping up production
in previously dormant mines, higher labor costs, and from Quest suffering
interruptions in its coal mining operations, requiring Quest to temporarily shut
down the mines where the interruptions occurred. In addition, Quest incurred
additional overhead charges resulting from the acquisition of Quest Minerals &
Mining, Ltd., the acquisitions of Gwenco and D&D, the addition of administrative
personnel, and the increased administrative cost as a result of being a public
company. Finally, there were certain non-cash adjustments such as certain
equipment valuation adjustments, certain mineral interest valuation adjustments,
and asset impairments that contributed to our net loss.

         Provision for income taxes. Quest incurred operating losses for the
year ended December 31, 2004 and for the year ended December 31, 2003.
Accordingly, it has made no provision for income taxes.

Liquidity and Capital Resources

         Before the reorganization of Quest and Quest Minerals (Nevada), Quest
has financed its operations and capital requirements through cash flows
generated from debt financing. Thereafter, Quest has financed its operation by
the sale of its equity securities and debt financing. Its working capital
deficit at December 31, 2004 was $4,857,598. It had cash of $140,779 as of
December 31, 2004.

         Quest used $1,675,488 of net cash in operating activities for the year
ended December 31, 2004, compared to using $227,260 in the year ended December
31, 2003. Cash used in operating activities for the year ended December 31, 2004
was mainly due its net loss of $38,005,209, and there was also an adjustment of
$30,816 due to the reverse merger. The net loss was offset by $21,917,633 in
stock compensation, $99,351 of depreciation recognized in 2004, $579,720 in
stock issued as interest, $412,918 as stock issued for consulting, $375,000 as
stock issued for advertising, $4,960,000 as stock issued to acquire an option to
acquire a Honduran mine, $680,250 for a loss on the rescission of D&D
Contracting, $216,833 as a loss on equipment valuation, $6,160,948 as a loss on
mineral interests valuation, a decrease of $102,708 in account receivables, and
an increase of $855,176 in accounts payable and accrued expenses.

         Net cash flows used in investing activities were $628,394 for the year
ended December 31, 2004, compared to using $149,527 in the year ended December
31, 2003. Cash used by investing activities for the year ended December 31, 2004
resulted from the purchase of equipment of $605,394, and the payment of security
deposits in the amount of $23,000.

         Net cash flows provided by financing activities were $2,405,552 for the
year ended December 31, 2004, compared to $288,632 provided by financing
activities the year ended December 31, 2003. This increase in net cash provided
by financing activities is due to Quest's issuance of common stock for net
proceeds of $1,895,902 and Quest's borrowing $1,140,338 pursuant to various
notes. This increase was offset by repayments of loans of $630,688.

Capital Requirements

         The report of Quest's independent accountants for the fiscal year ended
December 31, 2004 states that Quest has incurred operating losses since
inception and requires additional capital to continue operations, and that these
conditions raise substantial doubt about its ability to continue as a going
concern. Quest believes that, as of the date of this report, in order to fund
its plan of operations over the next 12 months, it will need to fund its
operations out of cash flows generated from operations and from the sale of its
securities. In 2004, Quest completed two private placements of common stock,
receiving gross proceeds of approximately $1,160,000.

                                       25
<PAGE>

         In addition, through December 31, 2004, Quest has issued an aggregate
of approximately 548,235 shares of its common stock in an offshore offering
pursuant to Regulation S at a price equal to the closing "bid" price of Quest's
common stock as quoted on the OTC Bulletin Board on the date of issuance. The
average price per share of the shares sold pursuant to Regulation S was
approximately $3.36 per share, and the gross proceeds from non-U.S. persons was
approximately $1,839,750. The purchase price of each share sold was paid into an
escrow account, from which forty percent (40%) of the purchase price, or
approximately $735,900, was paid to Quest. The remaining sixty percent (60%), or
approximately $1,103,850, was collectively paid to a non-U.S. third-party
advisor and the escrow agent. In addition, Quest paid four percent (4%) of the
purchase price, or approximately $73,590, as a finder's fee. In total, Quest
received thirty-six (36%) of the purchase price, or approximately $662,310, from
the shares sold in the Regulation S offering.

         On October 19, 2004, Quest borrowed $250,000 from Professional Traders
Funds, LLC and, in connection therewith, delivered a convertible secured
promissory note to Professional Traders Funds in the principal amount of
$250,000. The note has a term of six months and is secured by a first priority
security interest in certain equipment of Quest's indirect subsidiary, Quest
Energy, Ltd. The note bears interest at a rate of eight percent (8%) and is
convertible at a floating conversion price of fifty percent (50%) of the average
of the per share market value during the three (3) trading days immediately
preceding a conversion date; provided, however, that the conversion price shall
not be lower than $1.00 per share unless Quest fails to register the shares
issuable upon conversion of the note with the Securities and Exchange Commission
within one hundred twenty (120) days following the closing date of the loan, in
which case the conversion price may be lower than $1.00 per share, and the
conversion price shall not be higher than $2.00 per share. In addition, Quest
issued to Professional Traders Funds a five-year warrant to purchase up to
250,000 shares of Quest's common stock at an exercise price of $2.00 per share.

         From December 17 through 21, 2004, Quest borrowed an aggregate of
$600,000 and, in connection therewith, delivered a series of secured promissory
notes in the principal amount of $600,000. The notes have a term of six months
and are secured by a security interest in certain assets of Quest's indirect
subsidiary, Quest Energy, Ltd. The notes bear interest at a rate of fifteen
percent (15%) and become convertible in the event of default at a conversion
price of $0.10 per share. In addition, Quest issued to the investors warrants to
purchase an aggregate of up to 600,000 shares of Quest's common stock at an
exercise price of $1.00 per share. The exercise price of the warrants shall be
reduced by fifty percent (50%) in the event of a default under the notes. Quest
agreed to register the secondary offering and resale of the shares underlying
the warrants in the event that it files a registration statement under the
Securities Act. In connection with the offer and sale of the notes and the
warrants, Quest engaged Saddle River Associates, Inc., an NASD licensed
broker-dealer, as a finder, and issued to Saddle River a warrant to purchase
100,000 shares of common stock at an exercise price of $1.00 per share.

         From February 22, 2005 through March 4, 2005, Quest issued an aggregate
41 units at a price of $25,000 per unit. The aggregate gross proceeds from the
sale of the units were $1,025,000, which included $725,000 in cash and
cancellation of $300,000 in indebtedness, including the cancellation of $250,000
worth of notes issued to Professional Traders Fund, LLC, as reported on Quest's
current report on Form 8-K filed with the Securities and Exchange Commission on
October 25, 2004. Each unit consists of a convertible secured promissory note in
the principal amount of $25,000 and "Series A" warrants to purchase (a) 150,000
shares of Quest common stock, and (b) "Series B" warrants to purchase up to
150,000 shares of Quest common stock at an exercise price of $1.00 per share, at
an exercise price of $75,000. The unit notes are due on March 31, 2006 and are
secured by a security interest in Quest machinery and equipment. The notes bear
interest at a rate of seven percent (7%) and are convertible into Quest common
shares at a conversion price of $0.50 per share. Quest agreed to register the
secondary offering and resale of the shares issuable upon conversion of the
notes, the Series A warrants, the shares issuable upon exercise of the Series A
warrants, the Series B Warrants, and the shares issuable upon exercise of the
Series A warrants, the Series B warrants within 14 days of the final closing of
the private placement of the units. In connection with the offer and sale of the
notes and the warrants, Quest engaged Greenwood Partners, LP, an NASD licensed
broker-dealer, as its placement agent. Greenwood will receive a ten percent
(10%) cash commission on the sale of the units, which, to date, is a total of
$102,500.

         Quest is continuing to seek to fund its capital requirements over the
next 12 months from the additional sale of its debt and equity securities. It is
possible that Quest will be unable to obtain sufficient additional capital
through the sale of its securities as needed.

                                       26
<PAGE>

         Part of Quest's growth strategy is to acquire additional coalmining
operations. Where appropriate, Quest will seek to acquire operations located in
markets where it currently operates to increase utilization at existing
facilities, thereby improving operating efficiencies and more effectively using
capital without a proportionate increase in administrative costs. Quest does not
currently have binding agreements or understandings to acquire any other
companies.

         Quest intends to retain any future earnings to pay its debts, finance
the expansion of its business and any necessary capital expenditures, and for
general corporate purposes.

                                       27
<PAGE>

Item 7.  FINANCIAL STATEMENTS

         The financial statements and related notes for Quest are contained on
pages F-1 to F-15 of this report.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         See Quest's Current Report on Form 8-K filed on April 1, 2004.

Item 8A. CONTROLS AND PROCEDURES.

         Quest carried out an evaluation, under the supervision and with the
participation of its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of its disclosure controls and
procedures, as defined in Exchange Act Rule 13a-14(c) as of the end of the
period covered by this Annual Report on Form 10-KSB. Based on that evaluation,
they concluded that Quest's disclosure controls and procedures are not effective
to ensure that information required to be disclosed in Quest's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to them to allow timely
decisions regarding required disclosure. For purposes of increasing the
effectiveness of its disclosure controls and procedures, Quest has retained the
services of a forensic accountant to quantify any alleged embezzlements and is
currently reviewing and revising its controls and procedures to increase the
effectiveness of its disclosure controls and procedures.

         There has been no change in Quest's internal control over financial
reporting that occurred during its last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, its internal control
over financial reporting.

                                       28
<PAGE>





                         QUEST MINERALS AND MINING CORP.

                              FINANCIAL STATEMENTS

                                December 31, 2004


<PAGE>

                         QUEST MINERALS AND MINING CORP.




                                     INDEX
                                     -----



                                                                          PAGE

       INDEPENDENT AUDITORS' REPORT                                          F2

       BALANCE SHEET                                                         F3

       STATEMENTS OF OPERATIONS                                              F4

       STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)                      F5

       STATEMENTS OF CASH FLOWS                                              F6

       NOTES TO FINANCIAL STATEMENTS                                     F7-F15

                                       F1
<PAGE>

KEMPISTY & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
--------------------------------------------------------------------------------
15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 -
FAX (212) 513-1930


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Quest Minerals & Mining Corp.

We have audited the accompanying consolidated balance sheet of Quest Minerals &
Mining Corp. as of December 31, 2004 and the related statements of operations,
changes in stockholders' equity and cash flows for each of the years in the two
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with 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 are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quest Minerals & Mining Corp.
at December 31, 2004 and the results of its' operations and cash flows for each
of the years in the two years then ended in conformity with U.S. generally
accepted accounting.



The accompanying financial statements have been prepared assuming that Quest
Minerals & Mining Corp. will continue as a going concern. As more fully
described in Note 3, the Company has incurred operating losses since inception
and requires additional capital to continue operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding these matters are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Kempisty & Company CPAs, P.C.


Kempisty & Company
Certified Public Accountants PC
New York, New York
June 10, 2005

                                       F2
<PAGE>

                          QUEST MINERALS & MINING CORP.

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004



                          ASSETS

Current Assets
   Cash                                                            $    102,220
   Receivables                                                           38,559
                                                                   ------------
      Total current assets                                              140,779


Mineral interests (Note 2)                                            5,224,057
Equipment, net (Note 5)                                                 434,404
Security deposits                                                        23,000
Other receivables, net (Note 6)                                         668,000
Deferred stock option/warrant issuance, net (Note 10)                   903,068
                                                                   ------------

         TOTAL ASSETS                                              $  7,393,308
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts payable and accrued expenses (Note 7)                   $  2,195,775
  Loans payable (Note 8)                                              1,243,203
  Bank loans (Note 8)                                                 1,100,365
  Related party loans (Note 8)                                          359,034
                                                                   ------------

         TOTAL CURRENT LIABILITIES                                    4,898,377

Other Liabilities
  Unearned revenues (Note 7)                                            668,000
  Long-term liabilities (Note 8)                                        100,000
                                                                   ------------


         TOTAL LIABILITIES                                            5,666,377

Commitments and Contingencies

Stockholders' equity
  Preferred stock, par value $0.001, 10,000,000 shares authorized;
    SERIES A - issued and outstanding 1,000,000 shares                    1,000
    SERIES B - issued and outstanding 386,275 shares                        386

  Common stock, par value $0.001, 250,000,000 shares authorized;
    issued and outstanding 46,271,233 shares                             46,272

  Equity held in escrow (Note 10)                                      (262,500)

  Paid-in capital                                                    40,669,688
  Accumulated Deficit                                               (38,727,915)
                                                                   ------------

Total Stockholders' Equity                                            1,726,931
                                                                   ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $  7,393,308
                                                                   ============

                       See Notes to Financial Statements.

                                       F3
<PAGE>

                          QUEST MINERALS & MINING CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2004 and 2003


                                                      2004             2003
                                                  ------------     ------------
Revenue:
   Coal Revenues                                  $  2,912,574        1,309,833
   Interest and Other                                       --              623
                                                  ------------     ------------

          Total Revenues                             2,912,574        1,310,456
                                                  ------------     ------------

Expenses:
   Stock compensation                               21,917,633               --
   Production costs                                  2,050,357        1,629,368
   Selling, general and administrative              10,481,839           10,858
   Mining Option                                     5,020,000
   Loss on rescission                                  680,250
   Interest                                            668,353               --
   Depreciation and Amortization                        99,351           71,042
                                                  ------------     ------------

          Total Operating Expenses                  40,917,783        1,711,268
                                                  ------------     ------------

Loss from Operations                               (38,005,209)        (400,812)

Provision for Income taxes                                  --               --
                                                  ------------     ------------

Net loss                                          $(38,005,209)    $   (400,812)
                                                  ============     ============


Basic and diluted loss per common share           $      (0.97)    $      (0.02)
                                                  ============     ============

Weighted average common shares outstanding          39,246,163       22,535,642
                                                  ============     ============

                       See Notes to Financial Statements.

                                       F4
<PAGE>

                          QUEST MINERALS & MINING CORP.

             STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
                 For the years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                            Common Stock              Preferred Stock         Additional
                                                                               Paid-in        Escrow
                        Shares        Amount        Shares        Amount       Capital     Common Stock     Deficit       Totals
                     ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                    <C>         <C>              <C>        <C>             <C>         <C>           <C>           <C>
Balances at
 January 1, 2003       22,535,642        22,536            --            --       307,742            --      (305,842)       24,436

Net loss                       --            --            --            --            --            --      (416,864)     (416,864)
                     ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------

Balances at
 December 31, 2003     22,535,642        22,536            --            --       307,742            --      (722,706)     (392,428)

Common Stock issued
 for Advertising          150,000           150                                   374,850                                   375,000

Common Stock issued
 for Consulting           191,667           192                                   412,726                                   412,918

Common Stock issued
 for Interest             150,000           150                                   487,350                                   487,500

Common Stock issued
 for Acquisition        2,050,000         2,050                                 6,557,950                                 6,560,000

Sale of Common Stock
 under Section 4(2)
 and/or REG-D           1,616,990         1,617                                 1,374,083                                 1,375,700

Sale of Common Stock
 under REG-S              423,045           423                                   611,997                                   612,420

Stock compensation     17,500,000        17,500                                21,902,053                                21,919,553

Preferred Stock B
 issued for Acquisition                             1,386,275         1,386     3,055,211                                 3,056,597

Preferred Stock A
 issued for Acquisition                             2,000,000         2,000     6,000,000                                 6,002,000

Common Stock Returned
 to Treasury                 (800)           (1)                                   (1,919)                                   (1,920)

Common Stock
 (Outstanding)
 Rescinded               (500,000)         (500)                               (1,599,500)                               (1,600,000)

Common Stock issued
 under Rule 144           150,000           150                                   262,350                                   262,500

Preferred Stock B
 converted into
 common stock           1,000,000         1,000    (1,000,000)       (1,000)           --                                        --

Preferred Stock A
 converted into
 common stock           1,004,689         1,005    (1,000,000)       (1,000)           (5)                                       (0)

Stock Option /
 Warrants                                                                         924,800                                   924,800

Equity held in escrow                                                                          (262,500)                   (262,500)

Net Loss for twelve
 months ended
 December 31, 2004                                                                                        (38,005,209)  (38,005,209)
                     ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------

                       46,271,233  $     46,272     1,386,275   $     1,386    40,669,688  $   (262,500) $(38,727,915) $  1,726,931
                     ============  ============  ============  ============  ============  ============  ============  ============
</TABLE>

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

                                       F5
<PAGE>

                          QUEST MINERALS & MINING CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   For the Twelve Months Ended
                                                                           December 31,
                                                                  ----------------------------
                                                                      2004            2003
                                                                  ------------    ------------
<S>                                                               <C>             <C>
Operating Activities
--------------------
   Net loss                                                       $(38,005,209)   $   (400,812)
   Adjustments to reconcile net (loss) to net cash provided
      (used) by operating activities:
   Depreciation                                                         99,351          71,042
   Stock compensation                                               21,917,633
   Stock issued for interest                                           579,720
   Stock issued for Consulting                                         412,918
   Stock issued for Advertising                                        375,000
   Stock issued for Option                                           4,960,000
   Loss on recission                                                   680,250
   Loss on equipment valuation                                         216,833
   Loss on mineral Interests valuation                               6,160,948
   Reverse Merger adjustment                                           (30,816)
   Changes in operating assets and liabilities:
   (Increase) decrease in receivables                                  102,708          60,983
   Increase (decrease) in accounts payable and accrued expenses        855,176          41,527
                                                                  ------------    ------------
   Net cash used by operating activities                            (1,675,488)       (227,260)

Investing Activities
--------------------
   Mine Development                                                         --        (101,481)
   Equipment purchased                                                (605,394)        (48,046)
   Security deposits                                                   (23,000)
                                                                  ------------    ------------
   Net cash used by investing activities                              (628,394)       (149,527)

Financing Activities
--------------------
   Sale of Common Stock                                              1,895,902
   Repayments                                                         (630,688)        328,505
   Borrowings                                                        1,140,338         (39,873)
                                                                  ------------    ------------
   Net cash provided by financing activities                         2,405,552         288,632
                                                                  ------------    ------------
   Increase (decrease) in cash                                         101,670         (88,155)
   Cash at beginning of period                                             550          88,705
                                                                  ------------    ------------
   Cash at end of period                                          $    102,220    $        550
                                                                  ============    ============

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest                                                     $     24,282    $      2,919
                                                                  ============    ============
     Commissions                                                       192,925              --
                                                                  ============    ============
     Income taxes                                                 $         --    $         --
                                                                  ============    ============

  Stock issued during year for:
     Consulting                                                   $    412,918    $         --
                                                                  ============    ============
     Stock compensation                                             21,917,633
                                                                  ============    ============
     Interest                                                          579,720
                                                                  ============    ============
     Mining option                                                   4,960,000
                                                                  ============    ============
     Advertising                                                       375,000              --
                                                                  ============    ============
</TABLE>

                       See Notes to Financial Statements.

                                       F6
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 1-  ORGANIZATION AND OPERATIONS

         Quest Minerals & Mining Corp., (the "Registrant" or the "Company") was
         incorporated in Utah on November 21, 1985, as Sabre, Inc. for the
         purpose of seeking and consummating a merger or acquisition with a
         business entity organized as a private corporation, partnership, or
         sole proprietorship. The company subsequently changed its name to
         Tillman International, Inc. then Quest Minerals & Mining Corp. The
         Company is currently mining its property in Eastern Kentucky and
         looking to acquire additional coal properties.

         Acquisitions

         Effective February 9, 2004 Quest Minerals and Mining Ltd. ("Quest") (a
         subsidiary of Quest Mining & Minerals Corp.) the parent company of EZ
         Mining Co., Inc. ("EZ") entered into an agreement with Tillman
         International, Inc. ("Tillman"). The agreement provided for Tillman to
         issue 22,500,000 shares of its common stock and assume liabilities of
         approximately $767,000 for all of the outstanding shares of Quest in a
         transaction accounted for as a reverse merger. As a result, Quest is
         considered for accounting purposes, to be the acquiring company since
         the stockholders of Quest acquired more than 50% of the issued and
         outstanding stock of Tillman. The accompanying consolidated financial
         statements give effect to this reverse merger.

         On April 28, 2004 the Company acquired Gwenco, Inc with an agreement to
         issue 1,600,000 shares of series B convertible preferred stock (subject
         to adjustments) with a $2.50 per share liquidation preference and the
         assumption of approximately $1,700,000 in liabilities. After further
         review of the financial statements, the shares to be issued were
         adjusted to 1,386,275 in order to adjust for the difference in
         liabilities exceeding $1.7 million. Gwenco, Inc. owns coal leases in
         eastern Kentucky.

         On June 15, 2004 the Company acquired D&D Contracting, Inc.("D&D") with
         an agreement to issue 500,000 shares of common stock along with an
         employment contract signed with the former managing director to include
         an undetermined amount of stock options to be issued in the future. D&D
         has a mining contract to mine a leased property containing 20 million
         tons of coal reserves for which it will receive a fixed fee per ton.
         Subsequently, an employment contract was signed with the former
         managing director of D&D involving a fixed salary along with a 400,000
         stock option purchase.

         On July 14, the company agreed to purchase an option transfer to
         acquire all of the outstanding equity interest of a third party Mining
         Company. In exchange for the right to exercise this option, the company
         agreed to make a cash payment of $60,000 plus issue 1,550,000 common
         shares to the original option holder. At market share valuation, the
         company expensed this issuance at $4,960,000. A post-closing
         cancellation clause in the agreement allows these shares to be
         rescinded based on the following: (a) If the Company is unable to
         exercise the option on or before December 31, 2005 notwithstanding all
         reasonable efforts to do so, or (b) If after exercising the option and
         investing a minimum of $250,000 into the mining operation, the company
         is unable to generate at least an equal return on investment within 12
         months, 775,000 shares shall be re-conveyed back to the company.

         On September 20, the company formed a subsidiary called Quest Marine
         Terminal in order to facilitate the acquisition of a barge loadout
         facility. The company agreed to issue payment of $30,000 cash as an
         initial deposit to acquire the leasing rights this barge loadout
         facility located in Kentucky. The term of the agreement consists of a
         five (5) year lease renewable up to five (5) additional terms. This
         essentially works out to a 25 year arrangement. The facility will allow
         the company to sell, transfer, store, crush, grade, process, wash and
         load its own coal as well as broker these services to other mining
         operations. The cash was paid in October of 2004.

         On November 1, 2004, the company rescinded its original transaction
         with D&D Contracting Co. As part of the agreement the company reversed
         the outstanding issuance of 500,000 shares of common stock. There was
         no loss valuation assigned to these shares as they had only been booked
         as a reconciliation entry. Additional terms included the cancellation
         of the original employment and warrant option agreement with the
         managing director; A two(2) year lease arrangement for the existing
         equipment purchased by Quest; A limited 2 Million ton royalty
         arrangement at $.25/ton; and the assumption of all existing
         liabililties to include but not limited to the debt with Landmark and
         payroll taxes.

                                       F7
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 2-  SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts of Quest
         Minerals & Mining Corp and its wholly owned subsidiaries, Quest Mineral
         & Mining Ltd., Quest Energy Ltd. , EZ Mining Co., Inc. , Taylor Mining,
         Ltd., Gwenco, Inc. and Quest Marine Terminal (collectively the
         Company). NOTE: The consolidated information also incorporates all
         activity of D&D Contracting, Inc. up to the rescission date of November
         1, 2004 All significant intercompany transactions and balances have
         been eliminated in consolidation.

         Management Estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States requires management
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements, and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

         Mineral Interests

         The purchase acquisition costs of mineral properties are deferred until
         the properties are placed into production, sold or abandoned. These
         deferred costs will be amortized on the unit-of-production basis over
         the estimated useful life of the properties following the commencement
         of production or written-off if the properties are sold, allowed to
         lapse or abandoned.

         Mineral property acquisition costs include any cash consideration and
         the fair market value of common shares and preferred shares, based on
         the trading price of the shares, issued for mineral property interests,
         pursuant to the terms of the agreement or based upon an independent
         appraisal.

         Administrative expenditures are expensed in the year incurred.

         Coal Acquisition Costs

         The costs to obtain coal lease rights are capitalized and amortized
         primarily by the units-of-production method over the estimated
         recoverable reserves. Amortization occurs either as the Company mines
         on the property or as others mine on the property through subleasing
         transactions.

         Rights to leased coal lands are often acquired through royalty
         payments. As mining occurs on these leases, the accrued royalty is
         charged to cost of coal sales.

         Mining Acquisition Costs

         The costs to obtain any interest in third-party mining operations are
         expensed unless significantly proven reserves can be established for
         the entity. At that point, capitalization would occur.

                                       F8
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Mining Equipment

         Mining Equipment is recorded at cost. Expenditures which extend the
         useful lives of existing plant and equipment or increase the
         productivity of the asset are capitalized. Mining Equipment is
         depreciated principally on the straight-line method over the estimated
         useful lives of the assets, which range from three to 15 years.

         Deferred Mine Development

         Costs of developing new mines or significantly expanding the capacity
         of existing mines are capitalized and amortized using the
         units-of-production method over the estimated recoverable reserves that
         are associated with the property being benefited.

         Asset Impairment

         If facts and circumstances suggest that a long-lived asset may be
         impaired, the carrying value is reviewed. If the review indicates that
         the value of the asset will not be recoverable, as determined based on
         projected undiscounted cash flows related to the asset over its
         remaining life, then the carrying value of the asset is reduced to its
         estimated fair value.

         Revenue Recognition

         Coal sales revenues are sales to customers of coal produced at Company
         operations. The Company recognizes revenue from coal sales at the time
         title passes to the customer.

         Income Taxes

         The Company provides for the tax effects of transactions reported in
         the financial statement. The provision, if any, consists of taxes
         currently due plus deferred taxes related primarily to differences
         between the basis of assets and liabilities for financial and income
         tax reporting. The deferred tax assets and liabilities, if any,
         represent the future tax return consequences of those differences,
         which will either be taxable or deductible when the assets and
         liabilities are recovered or settled. As of December 31, 2004, the
         Company had no material current tax liability, deferred tax assets, or
         liabilities to impact on the Company's financial position because the
         deferred tax asset related to the Company's net operating loss carry
         forward was fully offset by a valuation allowance.

         Fair Value

         The Company's financial instruments as defined by SFAS No. 107,
         "Disclosure about Fair Value of Financial Instruments", include cash,
         advances to affiliate, trade accounts receivable, investment in
         securities available-for-sale, restricted cash, accounts payable and
         accrued expenses and short-term borrowings. All instruments other than
         the investment in securities available-for-sale are accounted for on a
         historical cost basis, which, due to the short maturity of these
         financial instruments, approximates fair value as at December 31, 2004.
         The Company had no securities available-for-sale at December 31, 2004.

         Earnings loss per share

         The Company adopted SFAS No. 128, which provides for the calculation of
         "basic" and "diluted" earnings per share. Basic earnings per share
         includes no dilution and is computed by dividing net income available
         to common stockholders by the weighted average common shares
         outstanding for the period. Diluted earnings per share reflect the
         potential dilution of securities that could share in the earnings
         similar to fully diluted earnings per share.

         Reverse Stock Split

         On January 29, 2004 the Company effected a 1-for-100 reverse stock
         split. All share and per share information included in these financial
         statements have been adjusted to reflect this reverse stock split.

         Other Recent Accounting Pronouncements

         The company does not expect that the adoption of other recent
         pronouncements from the Public Company Oversight Board to have any
         material impact on its financial statements.

                                       F9
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 3-  GOING CONCERN

         The accompanying financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. The
         Company incurred net losses of $416,864 and $279,237 for the years
         ended December 31, 2003 and 2002 and had a working capital deficit of
         $656,426 at December 31, 2003. For the year ended December 31, 2004 the
         company had a net loss of $38,005,209, of which $21,917,633 was due to
         stock compensation expenses. The December 31, 2004 working capital
         deficit is $4,857,599. These factors indicate that the Company's
         continuation as a going concern is dependent upon its ability to obtain
         adequate financing.

         The Company will require substantial additional funds to finance its
         business activities on an ongoing basis and will have a continuing
         long-term need to obtain additional financing. The Company's future
         capital requirements will depend on numerous factors including, but not
         limited to, continued progress developing additional mines and
         increasing mine production. Currently, the company is in the process of
         raising additional funding to achieve its operational goals.

Note 4-  OPERATING AGREEMENTS

         On July 23, 2003, the Company entered into an operating agreement ("the
         Agreement") with the coal leaseholder to assume the responsibilities
         under the coal lease for its Burning Fork coal property. The Agreement
         requires the Company to pay the leaseholder coal royalties as defined
         in the Agreement. The minimum lease payment is $1,000 per month and the
         underlying lease is renewable on an annual basis. The leaseholder also
         has a lien on all equipment of the Company. On July 23, 2004 these
         leases expired. The company is in an ongoing month to month
         arrangement.

         As a result of the Gwenco acquisition, the company has assumed a number
         of coal leases with minimum lease or royalty payments that vary by
         lease as defined in the separate agreements. As of year end December
         31, 2004 Gwenco owed approximately $336,679 in lease payments.

Note 5-  EQUIPMENT

         Equipment consisted of the following:

                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------

         Mining equipment                          $    796,820    $    323,446
         Office equipment                                 3,869
         Less accumulated depreciation                 (366,285)       (110,396)
                                                   ------------    ------------

         Equipment - net                           $    434,404    $    213,050
                                                   ============    ============

         The company depreciates its mining equipment over a 15 year period,
         while the office equipment is depreciated over a 7 year period. In both
         cases, the straight-line method is used.

Note 6-  OTHER RECEIVABLES

         Other Receivables consisted of the following:

                                                   December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------

         D&D Contracting, Inc.*                    $    678,349    $         --
         Other                                            6,788
         Less allowance                                 (17,137)             --
                                                   ------------    ------------

         Other receivables - net                   $    668,000    $         --
                                                   ============    ============

         *The receivable with D&D Contracting, Inc. exists as a result of the
         rescission agreement dated November 1, 2004. The company holds an
         equipment lease and a limited royalty agreement totaling $668,000;
         Unearned revenues have been recorded as an allowance. The remaining
         balance is the cash and account deposits that have not yet been
         reimbursed. The company has booked an allowance against this amount.

                                       F10
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 7-  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consist of the following:

                                                   December 31,   December 31,
                                                       2004           2003
                                                   ------------   ------------
         Accounts payable                          $    728,076   $    263,555
         Accrued royalties payable-operating            554,503        171,391
         Accrued Bank Claim*                            650,000             --
         Accrued taxes                                  195,091             --
         Accrued interest                                66,101          3,125
         Accrued expenses                                 2,004          1,400
                                                   ------------   ------------
                                                      2,195,775        439,471

         Unearned Revenues**                            668,000             --

                                                   $  2,863,775   $    439,471
                                                   ============   ============

         *At year-end, the corporate bank initiated a claim for an overdraft
         recovery. Since it was later determined that there was a much larger
         malice perpetrated against Quest by existing bank employees, allowances
         have been accrued until a resolution can be determined.

         **As part of the rescission agreement with D&D on November 1, 2004, the
         company posted receivables based on a two year lease agreement for
         equipment still owned as well as a limited 2 million ton royalty payout
         of $.25/ton. Management has initiated a liability allowance until the
         receivables are recognized.

Note 8-  NOTES PAYABLE

         Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                       December 31,   December 31,
                                                                           2004           2003
                                                                       ------------   ------------
<S>                                                                    <C>            <C>
          E-Z MINING CO., INC.:
             0% Notes payable (a) - I.-III                             $    202,864   $    253,500

          QUEST MINERALS & MINING CORP
             0% Notes payable to IAB ( c)                                   250,000
             8% Notes payable to TRADERS FUND, LLC (e)                      250,000
            15% Notes payable to GROSS FOUNDATION (f)                       300,000
            15% Notes payable to AF CAPITAL, LLC (g)                        300,000

          QUEST ENERGY, LTD:
            18% Employee Notes (d)                                           40,339

          GWENCO, INC.: (Bank Loans)
            10% Notes payable to Duke Energy Merchants (h)                  747,893
             6% Note payable to National City Bank of Kentucky (h)          267,907
          91/2% Note payable to National City Bank of Kentucky (h)           84,565

          GWENCO, INC.: (Related-Party Loans)
             0% Notes Due Officers (I)                                       84,034
             6% Notes payable to Scott Whitson (b)                          275,000
                                                                       ------------   ------------
                                                                          2,802,602        253,500


             Less current portion                                         2,702,602        143,500
                                                                       ------------   ------------

             Long-Term Debt:                                                100,000        110,000
                                                                       ============   ============
</TABLE>

                                       F11
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 8-  NOTES PAYABLE (continued)

         (a) - I. On December 16, 2003, the Company agreed to pay its mine
         engineer $0.10 per ton of coal mined for the life of the mine. As of
         December 31, 2004, payments totaling $10,000 had been made. The Company
         estimates this liability at $110,000, of which $10,000 is considered
         current.

         (a) - II. On December 22, 2003, the Company under a lease-purchase
         agreement acquired $38,000 of equipment. The $38,000 is payable, $5,000
         paid prior to December 31, 2003 and the balance payable in monthly
         installments of $5,000 each beginning February 1, 2004 until the
         $38,000 is paid. A $1.00 byout is payable after the $38,000 has been
         paid. As of December 31, 2004, the loan was in default. Currently, the
         equipment is being held by the seller until further payments can be
         made.

         (a) - III. The remaining payables consist of various third parties
         related to the former CFO of the company. They are notes due on demand,
         which carry a 0% rate of interest.

         (b). On April 28, 2004, in connection with the acquisition of Gwenco,
         Inc., the company assumed a liability it had previously guaranteed of
         $300,000 obligated to a former shareholder of Gwenco who had previously
         purchased the remaining 50% of the company stock from a former
         Co-Shareholder. The debt will be satisfied by 4 annual payments of
         approximately $75,000 plus interest. As of December 31, 2004, the
         company had only made a partial payment of $25,000 and was in default.
         The company has since satisfied the delinquency and has maintained
         their current payment schedule.

         (c). On July 15, 2004, Quest Minerals & Mining signed a 0% promissory
         note with IAB for $250,000 payable on demand. As part of this loan
         agreement, 150,000 shares valued at $487,500 were issued as interest.

         (d). On September 20, 2004, several company employees borrowed funds
         through personal credit loans at an average rate of 15% and lent these
         funds to the company. Quest Energy accepted these funds as employee
         contributions and has assumed the bank payments on the individual
         loans. As of December 31, 2004, the company continues to make monthly
         payments against the loans.

         (e). On October 6, 2004, Quest Minerals & Mining Corp. obtained a
         $250,000 loan from a third party due on April 6, 2005 at an 8% annual
         interest rate. The company collateralized this loan with a Convertible
         Promissory Note along with 250,000 common stock Warrants exercisable at
         $2.00. According to the limitations set forth in the promissory note,
         the payee may not convert an outstanding principle and/or accrued
         interest amount in excess of 4.999% of the total number of common stock
         shares outstanding. Additionally, the company has pledged a portion of
         their equipment to the third party under the UCC guidelines.

         (f). On December 17, 2004, Quest Minerals and Mining signed a 15% per
         annum promissory note with Gross Foundation for $300,000 due on June
         17, 2005. As additional compensation to the lender, the company agreed
         to issue 300,000 common stock warrants at $1.50. The warrants have
         anti-dilution privileges and piggy back registration rights.

         (g). On December 17, 2004, Quest Minerals and Mining signed a 15% per
         annum promissory note with AF CAPITAL for $300,000 due on June 17,
         2005. As additional compensation to the lender, the company agreed to
         issue 300,000 common stock warrants at $1.50. The warrants have
         anti-dilution privileges and piggy back registration rights.

         (h). These Gwenco notes are in default and are past due. The company is
         currently re-negotiating the terms of the notes. Gwenco, Inc. was
         acquired by Quest Minerals & Mining, Ltd. On April 28, 2004. The former
         stockholder has personally guaranteed most of the above loans.
         Additionally, the lenders have liens against most of the property
         purchased from the original loans.

         (I). As of December 31, 2004, The President and CEO had loaned the
         company $84,034. The loan carries a 0% rate of interest.

                                       F12
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 9-  INCOME TAXES

         Due to the company's net loss there was no provision for income taxes.

         The Company has net operating loss carry forwards for income tax
         purposes of approximately $38,700,000 at December 31, 2004, and
         $700,000 at December 31, 2003. These carry forward losses are available
         to offset future taxable income, if any, and expire starting in the
         year 2015. The Company's utilization of this carry forward against
         future taxable income may become subject to an annual limitation due to
         a cumulative change in ownership of the Company of more than 50
         percent.

         Deferred tax asset:                       December 31,    December 31,
                                                       2004            2003
                                                   ------------    ------------

         Net operating loss carry forward          $ 16,600,000    $    700,000
         Valuation allowance                       $(16,600,000)   $   (700,000)
                                                   ------------    ------------

         Net deferred tax assets                   $         --    $         --
                                                   ============    ============

         The Company recognized no income tax benefit for the loss generated for
         the periods through December 31, 2004.

         SFAS No. 109 requires that a valuation allowance be provided if it is
         more likely than not that some portion or all of a deferred tax asset
         will not be realized. The Company's ability to realize the benefit of
         its defferd tax asset will depend on the generation of future taxable
         income. Because the Company has yet to recognize significant revenue
         from the sale of its products, it believes that the full valuation
         allowance should be provided.

Note 10- PREFERRED STOCK

         Each share of Quest Minerals (Nevada) Series A preferred stock is
         convertibl, Questahasximum of five (5) shares of Quest common stock, or
         such lesser shares as determined by dividing $3.00 by the average
         closing bid price of one share of Quest common stock during the ten
         trading days preceding actual receipt of a notice of conversion,
         subject to proportional adjustment for stock-splits, stock dividends,
         recapitalizations, and subsequent dilutive issuances of common stock.
         The Series A preferred stock is convertible at the option of the
         holder. The holders of the Series A preferred stock shall be entitled
         to receive cumulative dividends at the rate of $0.0001 per share per
         annum in preference to the holders of common stock. The holders of the
         Series A preferred stock shall also be entitled to receive, upon
         liquidation, an amount equal to $3.00 per share for the Series A
         preferred stock plus all declared and unpaid dividends, in preference
         to the holders of the common stock. After March 31, 2004

         The Series A Preferred Stock has no voting rights.

         Effective October 5, 2004, 1,000,000 shares of the Series A preferred
         stock were converted into 1,004,689 shares of Quest common stock..

         Each share of Quest Minerals (Nevada) Series B preferred stock is
         convertib2.50nperoshashares of Quest common stock, subject to
         proportional adjustment for stock-splits, stock dividends, and
         recapitalizations. The Series B preferred stock is convertible at the
         option of the holder, but shall be automatically converted into Quest
         common stock, at the then applicable conversion price, in the event
         that, during any period of fifteen (15) consecutive trading days, the
         average closing price per share of Quest's common stock as reported on
         a national securities exchange, the NASDAQ NMS or Small Cap Market, or
         the OTC Bulletin Board, equals or exceeds $4.00 (subject to
         anti-dilution, recapitalization, and reorganization adjustments). The
         holders of the Series B preferred stock shall be entitled to receive
         dividends on a pro-rata, as-if converted basis with the Series A
         preferred stock. The holders of the Series B preferred stock shall also
         be entitled to receive, upon liquidation, an amount equal to $

         On November 1, 2004, 1,000,000 shares of the Series B preferred stock
         were converted into 1,000,000 shares of Quest common stock..

Note 11- COMMON STOCK

         On February 6, 2004 the Company issued 17,500,000 shares of its common
         stock pursuant to its 2004 Stock Compensation Plan.

         On February 9, 2004 the Company issued 22,500,000 shares of common
         stock in exchange for all of the outstanding shares of Quest-Nev in a
         transaction accounted for as a reverse merger.

         During the quarter ended March 31, 2004 the Company sold 400,000
         restricted common shares for $0.25 per share for proceeds of $100,000.
         The Company, subsequently sold 550,000 restricted common shares at
         $1.00 per share for proceeds of $550,000.

         On April 28, 2004 the Company agreed to issue 1,600,000 shares of
         series B convertible preferred stock to acquire Gwenco, Inc., a mining
         operation owning coal leases in eastern Kentucky. After further review
         of the financial statements, the shares to be issued were adjusted to
         1,386,275 in order to adjust for the difference in liabilities
         exceeding $1.7 million originally agreed upon in the stock purchase
         agreement.

         During the quarter ended June 30, 2004 the Company sold 510,000
         restricted common shares at $1.00 per share for proceeds of $510,000.
         Additionally, the company issued 191,667 shares for advertising and
         consulting services. The company expensed the shares at a current
         market value totaling $510,418.

         During the quarter ended June 30, 2004 the Company entered into an
         agreement with an unrelated third party in which the third party would
         act as an escrow agent to sell common stock of the company to foreign
         investors under REG-S. Under this agreement, the company would receive
         40% of the shares sold at the offer-price. The unrelated third party
         would receive the remaining 60%. The company subsequently sold 391,245
         shares for net proceeds of $520,200. A 10% finders fee of the net
         proceeds went to another unrelated third party and was expensed to
         consulting.

         On July 14, the company issued 1,550,000 common shares as part of an
         Option Transfer Agreement which, if exercised, would give the company
         all of the outstanding equity interests of another Mining Company. The
         agreement also included a $60,000 cash payment. At market share
         valuation, the company expensed this issuance for $4,960,000.

         On July 15, 2004 the company entered into a loan agreement with an
         unrelated third party in which a promissory note of $250,000 was issued
         at a rate of 0% (payable upon demand); as well as 150,000 shares of
         common stock booked to the company as interest.

         During the quarter ended September 30, 2004 the Company entered into an
         agreement with an unrelated third party in which the third party would
         act as an escrow agent to sell common stock of the company to foreign
         investors under REG-S. Under this agreement, the company would receive
         40% of the shares sold at the offer-price. The unrelated third party
         would receive the remaining 60%. The company subsequently sold 156,990
         shares for net proceeds of $215,700. A 10% finders fee of the net
         proceeds went to another unrelated third party and was expensed to
         consulting.

                                       F13
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 11- COMMON STOCK (Continued)

         On September 30, 2004 the company issued 31,800 shares valued at
         $92,188 to investors as per a penalty agreed to from the original Reg-D
         Filing.

         On October 22, 2004 the company received 800 shares of common stock
         that were issued under a wrong name. The company reduced its paid-in
         capital by $1,920.

         On November 1, 2004, the company reversed its outstanding issuance
         500,000 shares of common stock due to its rescission agreement with D&D
         Contracting. There was no loss valuation assigned to these shares as
         they had only been booked as a reconciliation entry.

         On November 22, 2004, the company issued 150,000 shares of common stock
         valued at $262,500 to reduce existing accrued royalties. As of December
         31, 2004 the shares were being held in escrow until an agreement can be
         made to settle the existing debt. Since the shares are on reserve, the
         company has accrued the valuation against the Paid-in Capital.

         On December 23, 2004 the company issued 150,000 shares of common stock
         valued at $277,500 to a third party consulting firm for services
         rendered.

Note 12- STOCK OPTION / WARRANTS
<TABLE>
<CAPTION>
                                                                            December 31,      December 31,    December 31,
         Stock Option / Warrant issuances consist of the following:            2004              2004            2004
                                                                               ----              ----            ----
                                                                              Warrants      Exercise price     Valuation
<S>                                                                           <C>            <C>             <C>
         October 6, 2004 issuance of 250,000 warrants; expiration 2009*       250,000        $       2.00    $    380,000
         December 17, 2004 issuance of 600,000 warrants; expiration 2009**    600,000        $       1.50    $    544,800
            Less Amortization                                                                                     (21,732)
                                                                            ---------------------------------------------
                                                                              850,000        $                    903,068
                                                                            ============                     ============
</TABLE>

         *On October 6, 2004, Quest Minerals & Mining Corp. obtained a $250,000
         loan from a third party due on April 6, 2005 at an 8% annual interest
         rate. The company collateralized this loan with a Convertible
         Promissory Note along with 250,000 common stock Warrants exercisable at
         $2.00. According to the limitations set forth in the promissory note,
         the payee may not convert an outstanding principle and/or accrued
         interest amount in excess of 4.999% of the total number of common stock
         shares outstanding. The Warrants were valued at $380,000 based on the
         Black Sholes method and will be amortized over a five (5) year period
         until they expire in 2009.

         **On December 17, 2004, Quest Minerals and Mining signed a 15% per
         annum promissory note with Gross Foundation and AF Capital; each for
         $300,000 due on June 17, 2005. As additional compensation to the
         lenders, the company agreed to issue them 600,000 common stock warrants
         at $1.50. The warrants have anti-dilution privileges and piggy back
         registration rights. The Warrants were valued at $544,800 based on the
         Black Sholes method and will be amortized over a five (5) year period
         until they expire in 2009.

Note 13- STOCK COMPENSATION PLAN

         During January 2004 and prior to the reverse merger, Quest-Utah
         approved the 2004 Stock Compensation Plan for employees and consultants
         ("the Plan"). In February 2004 as part of the plan 17,500,000 shares of
         common stock were issued as payment to consultants in lieu of cash for
         services provided pursuant to consulting agreements The fair value of
         the shares of $21,875,000 was recorded as deferred compensation expense
         to be amortized over the period of the consulting agreement. These
         shares were issued pursuant to a Form S-8 registration statement. As of
         December 31, 2004 the company has amortized the entire amount to stock
         compensation expense.

Note 14- RELATED PARTY TRANSACTIONS

         Periodically, the officers of the company will insert operational
         funding from their personal finances as a short-term, 0% loan. As of
         December 31, 2004, the company carries an outstanding loan of $84,034.

         On January 28, 2005, the Vice President of Quest Minerals and Mining
         Co. loaned the company $28,500 in order to satisfy a debt payment that
         had accrued. The loan was fully reimbursed as of March 9, 2005.

         The Company acquires administrative services from a third party
         consulting company owned by the son of its vice president. As of
         December 31, 2004 the company paid $33,000 in cumulative fees for
         services rendered.

                                       F14
<PAGE>

                          QUEST MINERALS & MINING CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


Note 15- COMMITMENTS AND CONTINGENCIES

         The Company is subject to certain asserted and unasserted claims
         encountered in a fraud action committed by former employees of the
         Company against a local bank. It is the Company's belief that the
         resolution of these matters will not have a material adverse effect on
         the financial position or results of operations, however, we cannot
         provide assurance that damages that result in a material adverse effect
         on our financial position or results of operations will not be imposed
         in these matters.

         On or about December 21, 2004 Quest terminated its Chief Financial
         Officer for cause, as Quest had reason to believe he had participated
         in a bank fraud scheme. The Chief Financial Officer's replacement has
         not been appointed at this time.

         Upon initial completion of an audit by counsel retained by Quest for
         that purpose, among others, it has been determined that approximately
         over $700,000 has been embezzled by former employees of Quest and its
         indirect wholly-owned subsidiary, Quest Energy, Ltd., including Quest's
         former Chief Executive Financial Officer and Quest Energy's former
         President, Fred Runyon, and assisted by others who conspired with them.
         At this time, Quest is unable to quantify the scope of the fraud or the
         impact that the fraud will have on its financial statements. Quest has
         retained a forensic accountant to quantify the scope fo the fraud.

         Quest believes that the fraud will not impair its ongoing effort to
         increase production at its active mine in Pike County, Kentucky. In the
         short term, however, as an indirect result of this embezzlement, Quest
         currently lacks sufficient working capital to operate its active mine
         in Pikeville, Kentucky and has temporarily shut down operations at this
         facility. Quest anticipates that it will receive equity financing
         and/or debt financing in the form of a private placement, or public
         offering to provide additional working capital, and it believes that it
         will be successful in obtaining additional working capital. However, it
         is possible that Quest will be unable to obtain additional financing on
         acceptable terms or at all. In the event that Quest is successful in
         obtaining additional working capital, it anticipates that it will
         generate positive cash flows from the operation of the mines at its
         Gwenco subsidiary by the third quarter of 2005. Quest also holds other
         coal leases in the same area

         In light of these occurrences and due in part to the apparent
         participation of its former Chief Financial Officer in this scheme,
         Quest has determined that the design and operation of its disclosure
         controls and procedurees, as defined in Exchange Act Rule 13a-14(c)
         have not been effective to ensure that information required to be
         disclosed in its Echange Act reports is recorded, processed, summarized
         and reported within the time periods specified in the Securities and
         Exchange Commission's rules and forms, and that such information is
         accumulated and communicated to them to allow timely decisions
         regarding required disclosure. Quest is currently reviewing and
         revising its controls and procedures to increase the effectiveness of
         its disclosure controls and procedures.

Note 16- SUBSEQUENT EVENTS

         On February 22, 2005 the company signed a series of unit purchase
         agreements with three individual third-party lenders for a total sale
         amount of $650,000. Each unit was sold at $25,000 and consisted of a 7%
         Senior Secured Convertible Note due March 6, 2006; and 150,000 Series A
         Warrants, which are convertible into one (1) share of common stock and
         one (1) Series B Warrant. Each Series B Warrant is convertible into one
         (1) share of common stock. The company catagorized the convertible
         notes as a liability in the amount of $650,000. A 10% commission was
         paid to the agent who arranged the transaction.

         On October 6, 2004, Quest Minerals & Mining Corp. obtained a $250,000
         loan from a third party due on April 6, 2005 at an 8% annual interest
         rate. The company collateralized this loan with a Convertible
         Promissory Note along with 250,000 common stock Warrants excercisable
         at $2.00. According to the limitations set forth in the promissory
         note, the payee may not convert an outstanding principle and/or accrued
         interest amount in excess of 4.999% of the total number of common stock
         shares outstanding. Additionally, the company has pledged a portion of
         their equipment to the third party under the UCC guidelines.
         Subsequently, on February 22, 2005 this promissory note was satisfied
         with the funds received from the Unit deal transaction. Additionally,
         the warrants originally issued were changed to an exercise price of
         $.75.

         On March 4, 2005 the company signed a series of unit purchase
         agreements with thirteen individual third-party lenders for a total
         sale amount of $375,000. Each unit was sold at $25,000 and consisted of
         a 7% Senior Secured Convertible Note due March 6, 2006; and 150,000
         Series A Warrants, which are convertible into one (1) share of common
         stock and one (1) Series B Warrant. Each Series B Warrant is
         convertible into one (1) share of common stock. The company categorized
         the convertible notes as a liability in the amount of $375,000. A 10%
         commission was paid to the agent who arranged in the transaction.

         On May 11, 2005, a third party complaint against Quest and its
         subsidiary Taylor Mining seeking payment of certain obligations owed to
         it by Gwenco and Albert Anderson, a former director. Anderson has
         recently filed a fourth party complaint against Quest seeking control
         of the mine and/or damages for fraud in the inducement of the Gwenco
         purchase agreement. The Company believes that it has meritorious
         defenses, and counterclaims, against Anderson. The Company has been
         defending the Duke litigation for about one year and believes that that
         portion of the litigation will be settled for a modest discount on the
         amount owed to Duke. Certain allegations could result in forfeiture of
         control of the mine. While the Company believes that it has meritorious
         defenses and set-offs against Anderson, an adverse ruling would
         materially and adversely affect the Company and could result in the
         loss of the Company's sole operating mine.

                                       F15
<PAGE>

                                    PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
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                     Position
----------------------   ---------   -------------------------------------------

William R. Wheeler          55         Chairman of the Board of Directors,
                                       President, Chief Executive Officer, and
                                       Chief Financial Officer

Eugene Chiaramonte, Jr.     60         Vice President, Secretary, and Director

         William R. Wheeler is Quest's President, Chief Executive Officer, Chief
Financial Officer, and the Chairman of the Board. Mr. Wheeler was appointed to
these positions in February, 2004, except that Mr. Wheeler became the Chief
Financial Officer on January 1, 2005. Mr. Wheeler has been developing coal mine
opportunities in eastern Kentucky and southwestern West Virginia since 2002. In
1990, Mr. Wheeler founded Spinnaker Associates, a consulting firm for emerging
companies, and he has operated Spinnaker from 1990 to the present. From 1976 to
1990, Mr. Wheeler operated Buckeye Petroleum, Inc., a company which Mr. Wheeler
founded and which was involved with drilling over 350 oil and gas wells, with
offices in Ohio, Oklahoma, and Lousiana. Mr. Wheeler received an AM degree in
Geology from Harvard University in 1972 and an MBA from Harvard Business School
in 1974.

         Eugene Chiaramonte, Jr. is Quest's Vice President and Secretary and is
one of Quest's directors. Mr. Chiaramonte was appointed to these positions in
February, 2004. 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.

Information about our Board and its Committees.

         Our Board of Directors has not established any committees, since there
are only two directors.

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, 2004, all Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis, except that William R. Wheeler and Eugene Chiaramonte, Jr. have
not filed any Form 4s relating to the disposition of 1,200,000 and 605,000
shares, respectively.

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.

                                       29
<PAGE>

Requests may be directed to our principal executive offices at 9810 Meta
Highway, Suite 2, Pikeville, Kentucky 41501.

Recent Changes

         In December, 2004, Quest terminated its Chief Financial Officer, Fred
Runyon, for cause, as Quest had reason to believe that Mr. Runyon had
participated in an alleged scheme to misappropriate bank funds. Mr. Runyon's
replacement as Chief Financial Officer has not been appointed at this time.
Quest Energy, Ltd., an indirect, wholly-owned subsidiary of Quest, also
terminated Mr. Runyon as President of Quest Energy. Quest Energy has appointed
Larry Tackett II as its new President.

         On March 24, 2005, the board of directors asked Albert Anderson to
resign as a director of Quest, and on April 4, 2005, Mr. Anderson submitted his
resignation. In connection with his resignation, Mr. Anderson alleged that Quest
has defaulted under the Stock Purchase Agreement by and between Quest, Gwenco,
Inc., and the former stockholders of Gwenco, which includes Mr. Anderson. Quest
has denied Mr. Anderson's allegations, believes that the allegations are
baseless and without merit, and further believes that it has several claims
against Mr. Anderson which it could assert.

Item 10. EXECUTIVE COMPENSATION

         The following table sets forth the cash compensation paid to the Chief
Executive Officer and to all other executive officers for services rendered
during the fiscal years ended December 31, 2004, 2003, and 2002.

<TABLE>
<CAPTION>
                                          Annual Compensation                      Long-Term Compensation
                          ---------------------------------------------------- --------------------------------
                                                                                               Common Shares        All
                                                                                Restricted       Underlying        Other
                                                               Other Annual       Stock       Options Granted      Compen
   Name and Position       Year      Salary         Bonus      Compensation     Awards ($)       (# Shares)       -sation
------------------------- -------- -----------    ---------- ----------------- -------------  -----------------  -----------
<S>                        <C>      <C>               <C>           <C>             <C>                <C>           <C>
William R. Wheeler         2004     $ 62,000         -0-           -0-             -0-                -0-           -0-
Chairman, President and    2003     $      0         -0-           -0-             -0-                -0-           -0-
Chief Executive Officer    2002     $      0         -0-           -0-             -0-                -0-           -0-

Eugene Chiaramonte, Jr.    2004     $ 62,000         -0-           -0-             -0-                -0-           -0-
Vice President             2003     $      0         -0-           -0-             -0-                -0-           -0-
and Secretary              2002     $      0         -0-           -0-             -0-                -0-           -0-

Fred Runyon, Jr.           2004     $101,709         -0-           -0-             -0-                -0-           -0-
Former Chief Financial     2003     $      0         -0-           -0-             -0-                -0-           -0-
Officer                    2002     $      0         -0-           -0-             -0-                -0-           -0-

Silvestre Hutchinson       2004     $      0         -0-           -0-             -0-                -0-           -0-
Former Chief Executive     2003     $      0         -0-           -0-             -0-                -0-           -0-
Officer                    2002     $      0         -0-           -0-             -0-                -0-           -0-

Wallace T. Boyack          2004     $      0         -0-           -0-             -0-                -0-           -0-
Former Chief Executive     2003     $      0         -0-           -0-             -0-                -0-           -0-
Officer                    2002     $      0         -0-           -0-             -0-                -0-           -0-
</TABLE>

Option Grants and Exercises

         There were no option grants or exercises by any of the executive
officers named in the Summary Compensation Table above.

Employment Agreements

         Quest currently does not have any employment agreements with its
directors or officers, although it may enter into such agreements with certain
of its officers at a later date.

                                       30
<PAGE>

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.

Stock Compensation Plan

         In February, 2004, Quest's board of directors adopted its 2004 Stock
Compensation Plan. The purpose of the plan is to encourage and enable Quest's
officers, employees, directors, consultants, advisors, and other key persons, as
well as those of Quest's subsidiaries, upon whose judgment, initiative and
efforts Quest largely depends for the successful conduct of its business, to
acquire a proprietary interest in Quest. It is anticipated that providing such
persons with a direct stake in Quest's welfare will assure a closer
identification of their interests with those of Quest, thereby stimulating their
efforts on Quest's behalf and strengthening their desire to remain with Quest.

         The total number of shares of common stock available for grants of
stock options and compensation stock under the plan is 17,500,000 shares of
Quest's common stock. These shares may include authorized but unissued shares or
shares Quest reacquired at any time. The number of shares of common stock
reserved for issuance under the plan is subject to equitable adjustments for any
recapitalizations, mergers, consolidations, stock dividends, split-ups,
combinations, exchanges or any other similar changes which may be required to
prevent dilution. As of the date of this report, Quest has issued 17,500,000
shares of common stock under the plan. No stock options have been granted under
the plan.

         Quest's plan is administered by a committee appointed by its board of
directors or, in the absence of such a committee, by the entire board. The
committee has, subject to specified limitations, full authority to grant options
and establish the terms and conditions of vesting and exercise.

                                       31
<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information under the captions "Common Stock Ownership of Certain
Beneficial Owners and Management" in Quest's 2004 Information Statement is
incorporated herein by reference.

         The following table sets forth certain information regarding the
beneficial ownership of Quest's common stock as of the date of this report by
the following persons:

              1      each person who is known to be the beneficial owner of more
                     than five percent (5%) of Quest's issued and outstanding
                     shares of common stock;

              2      each of Quest's directors and executive officers; and

              3      all of Quest's directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                       Number Of Shares
                Name And Address                      Beneficially Owned          Percentage Owned
                ----------------                      ------------------          ----------------
<S>                                                        <C>                          <C>
         William R. Wheeler (1)....................        10,000,000                   21.0%
         Eugene Chiaramonte, Jr. (2)...............        10,595,000                   22.3%
         Bluewater Partners, S.A. (3)..............         3,500,000                    7.4%

         All directors and officers as a group.....        20,595,000                   43.3%
</TABLE>

           (1)  The address is 9810 Meta Highway, Suite 2, Pikeville, Kentucky
                41501.
           (2)  The address is 18B East 5th Street, Paterson, NJ 07524.
           (3)  The address is P.O. Box 31485 SMB, Grand Cayman, Cayman Islands.

         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 the date of this report 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 the date of this
report.

                                       32
<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On February 9, 2004, Quest acquired 100% of the outstanding common
stock of Quest Minerals (Nevada) pursuant to a securities purchase agreement and
plan of reorganization. Under the plan of reorganization, Quest issued
20,700,000 shares of its common stock to the stockholders of Quest Minerals
(Nevada) in exchange for all of the outstanding shares of common stock of Quest
Minerals (Nevada). In addition, Quest agreed to issue to the stockholders of
Quest Minerals (Nevada) an additional 1,800,000 shares of its common stock upon
completion of an amendment to its articles of incorporation to increase the
authorized common stock of Tillman to 250,000,000 shares. Pursuant to the plan
of reorganization, 22,464,358 shares of Tillman common stock held by Silvestre
Hutchinson, the former President of Quest and one of its former directors, were
cancelled. Upon the completion of the reorganization, William R. Wheeler and
Eugene Chiaramonte, Jr., the former directors of Quest Minerals (Nevada), were
appointed as directors of Quest. In this plan of reorganization, Quest issued an
aggregate of 22,400,000 shares of common stock to Messrs. Wheeler and
Chiaramonte.

         Quest acquires administrative services from a third party consulting
company owned by Gene Chiaramonte III, the son of Eugene Chiaramonte, Jr., the
Vice President and Secretary of Quest. In 2004, Quest paid $33,000 in fees to
this consulting company for services rendered.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits
         --------

Exhibit No.                Description
-----------                -----------

10.1*             Securities Purchase Agreement and Plan of Reorganization dated
                  February 9, 2004

10.2**            Securities Purchase Agreement and Plan of Reorganization by
                  and among Tillman International, Inc., Quest Minerals &
                  Mining, Ltd., Gwenco, Inc., and the stockholders of Gwenco,
                  Inc., dated as of April 28, 2004.

10.3***           Lease Agreement between Monday Coal, LLC and Quest Marine
                  Terminal, Ltd.

21.1              Subsidiaries of Quest Minerals and Mining Corp.

31.1              Certification of William R. Wheeler pursuant to Rule 13a-14(a)

32.1              Certification of William R. Wheeler pursuant to 18 U.S.C
                  Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

------------------

*     Filed as an exhibit to a Current Report on Form 8-K filed on February 24,
      2004, incorporated herein by reference.

**    Filed as an exhibit to a Current Report on Form 8-K filed on May 6, 2004,
      incorporated herein by reference.

***   Filed as an exhibit to a Current Report on Form 8-K filed on November 22,
      2004, incorporated herein by reference.

------------------

(b)      Reports on Form 8-K
         -------------------

         None.

                                       33
<PAGE>

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, 2005. Kempisty &
Company Certified Public Accountants P.C. previously audited our consolidated
financial statements for the fiscal year ended December 31, 2004 and 2003.

Audit Fees

         Kempisty & Company billed us $50,000 in fees for our 2004 annual
audit and the review of our quarterly financial statements for 2004, and $24,500
in fees for our 2003 annual audit.

Audit-Related Fees

         We did not pay any fees to Kempisty & Company for assurance and related
services that are not reported under Audit Fees above in 2004 or 2003.

Tax Fees

         We did not pay any fees to Kempisty & Company for tax compliance, tax
advice or tax planning in 2004 or 2003.

All Other Fees

         We did not pay any fees to Kempisty & Company for any registration
statement work, tax services, or any other fees in 2004 or 2003.

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 audit
committee pre-approves all services to be provided by Kempisty & Company and the
estimated fees related to these services

                                       34
<PAGE>

                                   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/ WILLIAM R. WHEELER
                                    ------------------------------------------
                                    William R. Wheeler, Chairman, President,
                                    Chief Executive Officer, and Chief Financial
                                    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/ WILLIAM R. WHEELER          Chairman of the Board, President,  June 10, 2005
---------------------------     Chief Executive Officer, and
William R. Wheeler              Chief Financial Officer



/s/ EUGENE CHIARAMONTE, JR.     Vice President, Secretary,         June 10, 2005
---------------------------     and Director
Eugene Chiaramonte, Jr.

                                       35