SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant
x
Filed by
a Party other than the Registrant
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Check the
appropriate box:
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Preliminary
Information Statement
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Confidential,
for use of the Commission only (as permitted by Rule
14c-5(d)(21)
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Definitive
Information Statement
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Quest Minerals & Mining
Corp.
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(Name
of Registrant as Specified In Its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined.):
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4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary
materials.
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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QUEST
MINERALS & MINING CORP.
18B East
5
th
Street
Paterson,
New Jersey 07524
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
________
__, 2009
Stockholders
holding a majority of the voting power of Quest Minerals & Mining Corp., or
Quest, have taken action by written consent to amend Quest’s articles of
incorporation to reduce the par value of our common stock from $0.001 per
share to $0.0001 per share.
Stockholders
of record at the close of business on August 27, 2009 will be entitled to notice
of this proposed stockholder action by written consent. Since the
actions will have been approved by the holders of the required majority of
voting power of our voting stock, no proxies were or are being
solicited. We anticipate that the decrease in our par value will
become effective on or after September 16, 2009.
By
Order of the Board of Directors,
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/s/
Eugene Chiaramonte, Jr.
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EUGENE
CHIARAMONTE, JR.
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President
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WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
QUEST
MINERALS & MINING CORP.
INFORMATION
STATEMENT
TABLE
OF CONTENTS
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Page
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Information
Concerning the Action by Written Consent
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4
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The
Proposals
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6
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Proposal
1 – Amendment to the Articles of Incorporation to Reduce the Par Value on
our Common Stock from $0.001 to $0.0001
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6
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Security
Ownership of Certain Beneficial Owners and Management
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8
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Exhibit
A – Amendment to Articles of Incorporation
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A-1
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QUEST
MINERALS & MINING CORP.
INFORMATION
STATEMENT
INFORMATION
CONCERNING THE ACTION BY WRITTEN CONSENT
Date
and Purpose of Written Consent
On August
27, 2009, stockholders holding a majority of the voting power of Quest Minerals
& Mining Corp, or Quest, have taken action by written consent to amend
Quest’s articles of incorporation to reduce the par value of our common stock
from $0.001 per share to $0.0001 per share (the “Charter
Amendment”).
Shareholders
Entitled to Vote
Approval
of the matters described herein requires the written consent of the holders of
outstanding stock of each voting group entitled to vote on such matters. As of
July 28, 2009, there were 1,156,945,271 shares of our common stock outstanding,
15,526 shares of our series A preferred stock outstanding; 48,284 shares of our
series B preferred stock outstanding and 260,000 shares of our series C
preferred stock outstanding. Holders of our common stock are entitled to one
vote per share. Holders of our series A and series B preferred stock are
entitled to the number of votes equal to the number of whole shares of common
stock into which the shares or series A and series B preferred stock held by
such holder are convertible. The voting rights of the series C preferred stock
are set forth below.
For the
actions described herein, the series A, series B and series C preferred stock
vote together with the holders of common stock as a single class. Each share of
series A preferred stock is convertible into that number of shares of common
stock determined by multiplying each share of series A preferred stock by a
fraction, the numerator of which is $3.00 and the denominator of which is equal
to the greater or $0.001 or 40% of the closing price per share of our common
stock on the day preceding conversion. As such, as of July 28, 2009, the 15,526
shares of class A preferred stock are entitled to 46,578,000 votes.
Each
share of series B preferred stock is convertible into 0.2588827 shares of common
stock and as such the 48,284 shares of series B preferred stock are entitled to
12,500 votes.
Pursuant
to the articles of amendment to articles of incorporation establishing the
series C preferred stock, on all matters submitted to a vote of the holders of
the common stock, including, without limitation, the election of directors, a
holder of shares of the series C preferred stock shall be entitled to the number
of votes on such matters equal to the product of (a) the number of shares of the
series C preferred stock held by such holder, (b) the number of issued and
outstanding shares of our common stock on a fully diluted basis, as of the
record date for the vote, or, if no such record date is established, as of the
date such vote is taken or any written consent of stockholders is solicited, and
(c) 0.000008.
Each
share of series C preferred stock is convertible into that number of shares of
common stock determined by dividing each share of series C preferred stock by
100% of the 5 day average closing price of our common stock for the day
immediately preceding conversion. As of July 28, 2009, our series C preferred
stock was convertible into 56,521,739 shares. In addition, we have $5,207,595 on
outstanding convertible notes (including accrued interest), convertible into our
common stock based on a discount to our market price. As of July 28, 2009, these
notes were convertible into 5,195,202,910 shares of our common stock. Thus, the
series C is entitled to 13,309,376,416 votes.
Accordingly,
there are 14,512,912,227 votes outstanding voting together as a single class.
Shareholders of record at the close of business on August 27, 2009, will be
entitled to receive this notice and information statement.
Proxies
No
proxies are being solicited.
Consents
Required
The
Charter Amendment requires the consent of the holders of a majority of the
shares of common stock, series A, series B and series C preferred stock voting
together as a single class.
On August
27, 2009, Eugene Chiaramonte, Jr., the holder of all of our series C preferred
stock, who holds voting power consisting of 13,309,376,456 votes (91.70%)
delivered a written consent to us adopting the proposal set forth herein. For a
detailed breakdown of Mr. Chiaramonte’s holdings please see “COMMON STOCK
OUTSTANDING AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”
Information
Statement Costs
The cost
of delivering this information statement, including the preparation, assembly
and mailing, of the information statement, as well as the cost of forwarding
this material to the beneficial owners of our capital stock, will be borne by
us. We may reimburse brokerage firms and others for expenses in forwarding
information statement materials to the beneficial owners of our capital
stock.
No
Dissenter’s Rights
Stockholders
have no appraisal or dissenter’s rights with respect to any of the actions
described in this information statement.
Householding
of Information Statement
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” information statements. This means that only one copy
of our information statement may have been sent to multiple stockholders in each
household. We will promptly deliver a separate copy of either document to any
stockholder upon written or oral request to Quest, 18B East 5
th
Street,
Paterson, NJ 07524, (973) 684-0075. Any stockholder who wants to receive
separate copies of our information statement in the future, or any stockholder
who is receiving multiple copies and would like to receive only one copy per
household, should contact the stockholder’s bank, broker, or other nominee
record holder, or the stockholder may contact us at the above
address.
THE
PROPOSALS
PROPOSAL
1
AMENDMENT
TO OUR ARTICLES OF
INCORPORATION
TO REDUCE OUR PAR VALUE
FROM
$0.001 PER SHARE TO $0.0001
Introduction
On July
29, 2009, our board of directors unanimously adopted a resolution declaring it
advisable to amend our certificate of incorporation to reduce the par value of
our common stock from $0.001 per share to $0.0001 per share (the “Charter
Amendment”). Our board of directors further directed that this Charter Amendment
be submitted for consideration by our stockholders. On August 27, 2009, the
holders of our voting stock approved the Charter Amendment.
Effective
Time of the Charter Amendment Reducing the Par Value of our Common
Stock
We intend
to file, as soon as practicable on or after the twentieth (20
th
) day
after this information statement is sent to our stockholders, the Charter
Amendment effectuating the reduction of the par value of our common stock
with the Utah Secretary of State. This Charter Amendment will become effective
at the close of business on the date the Charter Amendment is accepted for
filing for the Utah Secretary of State. It is presently contemplated that such
filing will be made on or after September 16, 2009.
A copy of
the Charter Amendment is attached to this information statement as Appendix
A.
Reasons
for Reducing the Par Value of our Common Stock
We have a
substantial amount of convertible securities (currently $5,207,595) and many of
these securities have conversion prices based on market price or a discount
thereof. On July 29, 2009, our stock price was trading at $0.0004. To the extent
that our common stock trades below par value, it impedes our ability to
effectuate conversions as we cannot honor conversions at an amount below our par
value. Accordingly, our note holders are reluctant to convert their notes when
our stock price is trading below par value. Furthermore, under some of these
notes, we have affirmatively agreed to reduce our par value to $0.0001 per share
and failure to do so would result in a default under these notes. Any default
under the notes would give such holders the right to declare their notes
immediately due and payable. We do not currently have sufficient funds to repay
the notes in full.
In
addition, on January 28, 2007, our wholly-owned subsidiary, Gwenco, Inc.
commenced a bankruptcy case under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Eastern Division of Kentucky, Ashland
Division. We are currently overseeing Gwenco’s operations as a debtor in
possession, subject to court approval of matters outside the ordinary course of
business. On January 2009, the holders of Gwenco’s existing debt obligations
agreed on terms of an exit financing facility to be provided subsequent to
confirmation of Gwenco’s plan of reorganization. The terms of this facility
require us to reduce the par value of our common stock to $0.0001 per share.
Failure to comply with this condition could cause the exit facility financier to
declare a default and request the bankruptcy court to convert Gwenco's petition
to Chapter 7 and liquidate all of Gwenco's assets. In addition, we might be
forced to file for protection under Chapter 11 as we are the primary guarantor
on a number of Gwenco's contracts.
Accordingly,
we believe it is important to have a reduced par value to satisfy our
obligations to our note holders and to facilitate the approval of Gwenco’s
petition for bankruptcy under Chapter 11.
Within
the limits imposed by applicable law, described below, shares of common stock
could be issued in one or more transactions. Depending upon the nature and terms
thereof, such a transaction or transactions could make a takeover of Quest more
difficult and, therefore, less likely. An issuance of additional shares of
common stock could have the effect of diluting the earnings per share and book
value per share of existing shares of common stock and diluting the stock
ownership of persons seeking to obtain control of Quest. The board of directors
has no present plans, understandings, or agreements to issue the additional
shares to be authorized.
Our
charter currently provides that preferred stock may be issued in one or more
series. Our board of directors is authorized to fix the number of shares of any
series of preferred stock, to determine the designation of any such series and
to determine the rights, preferences, privileges, qualifications and limitations
of such preferred stock. Depending upon the nature and terms of any such
designated and issued preferred stock, such issuance could make a takeover of
our company more difficult and therefore, less likely. An issuance of any shares
of preferred stock could have the effect of diluting the earnings per share and
book value per share of existing shares of common stock. The board of directors
has no present plans, understandings, or agreements to issue any preferred
stock. Other than our preferred stock as discussed above, there are no
provisions of our articles, bylaws, employment agreements or credit agreements
that have material antitakeover consequence.
The board
of directors does not currently intend to propose any amendments to Quest’s
articles of incorporation which might be deemed to have the effect of
discouraging takeover attempts, although such amendments or other programs may
be considered by the board in the future if it believes the interests of the
stockholders would be protected thereby. Management might be able to use the
additional shares to resist or frustrate a third-party transaction providing an
above-market premium that is favored by a majority of the independent
shareholders. However, it should be noted that management and its family members
currently control 92% of the outstanding votes and consider a hostile takeover
attempt very unlikely.
COMMON
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 28, 2009 by the following
persons:
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each
person who is known to be the beneficial owner of more than five percent
(5%) of our issued and outstanding shares of common
stock;
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each
of our directors and executive officers;
and
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all
of our directors and executive officers as a
group.
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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 July 28,
2009, 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 July 28, 2009.
Name And Address (1)
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Number
Of Common
Shares
Beneficially
Owned
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Percentage Owned (2)
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Percentage of Total Voting
Power (3)
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Eugene
Chiaramonte, Jr.
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61,521,739
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(4)
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5.05
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%
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91.70
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%
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All
directors and officers as a group (1 person)
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61,521,739
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(4)
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5.05
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%
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91.70
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%
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(1)
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Unless
otherwise noted, the address is 18B East 5
th
Street, Paterson, NJ 07524.
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(2)
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Based
on 15,526 common shares, 46,578,000 shares of series A preferred stock,
48,234 shares of series B preferred stock and 260,000 shares of series C
preferred stock issued and
outstanding.
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(3)
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Holders
of our common stock are entitled to one vote per share, for a total of
734,132,397 votes. Holders of our Series A preferred stock are not
entitled to vote. Holders of our series A and B preferred stock are
entitled to the number of votes equal to the number of whole shares of
common stock into which the shares of class A and series B preferred stock
held by such holder are convertible for a total of 46,758,000 and 12,500
votes respectively. Holders of our Series C preferred stock are entitled
to the number of votes on such matters equal to the product of (a) the
number of shares of the series C preferred stock held by such holder, (b)
the number of issued and outstanding shares of the Company’s common stock,
on a fully-diluted basis, as of the record date for the vote, or, if no
such record date is established, as of the date such vote is taken or any
written consent of stockholders is solicited, and (c) 0.000008, for a
total of 13,309,376,456 votes.
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(4)
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Includes
(A) options to purchase 5,000,000 shares of our common stock and (B)
shares issuable upon conversion of 260,000 shares of series C preferred
Stock. Each share of series C preferred stock is convertible into that
number of shares of common stock determined by dividing each share of
series C preferred stock by 100% of the 5 day average closing price of our
common stock for the day immediately preceding
conversion.
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By
Order of the Board of Directors
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/s/
Eugene Chiaramonte, Jr.
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Eugene
Chiaramonte, Jr.
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President
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__________
__, 2009
Paterson,
NJ
APPENDIX
A
State
of Utah
DEPARTMENT
OF COMMERCE
Divisions
of Corporations & Commercial Code
Articles
of Amendment to Articles of Incorporation (Profit)
File
Number: ________________
Non-refundable
Processing Fee: $37.00
Pursuant
to UCA § 16-10a part 10, the individual named below causes this Amendment to the
Articles of Incorporation to be delivered to the Utah Division of Corporations
for filing, and states as follow:
1. The
name of the corporation is: Quest Minerals & Mining Corp.
2. The
date of the following amendment was adopted:
3. If
changing the corporation name, the new name of the corporation is:
4. The
text of each amendment adopted (include attachment if additional space
needed):
Article IV—Authorized Shares
shall be amended by deleting the first sentence thereof and inserting the
sentence below in lieu thereof:
“The
total number of shares which the Company shall have authority to issue is
2,525,000,000, consisting of 2,500,000,000 shares of common stock, par value
$0.0001 per share (the “Common Stock”) and 25,000,000 shares of preferred stock,
par value $0.001 per share (the “Preferred Stock”).”
5. If
providing for an exchange, reclassification or cancellation of issued shares,
provisions for implementing the amendment if not contained in the amendment
itself:
6.
Indicate the manner in which the amendment(s) was adopted (mark only
one):
o
No shares have
been issued or directors elected – Adopted by Incorporator(s)
o
No shares have
been issued but directors have been elected – Adopted by the board of
directors
o
Shares have been
issued but shareholder action was not required – Adopted by the board of
directors
o
The number of
votes cast for the amendments(s) by each voting group entitled to vote
separately on the amendment(s) was sufficient for approval by that voting group
– Adopted by the shareholders
7.
Delayed effective date (if not to be effective upon filing)
_______________________ (
not
to exceed 90 days
)
Under
penalties of perjury, I declare that this Amendment of Articles of Incorporation
has been examined by me and is, to the best of my knowledge and belief, true,
correct and complete.
By:
________________________________________________ Title:
__________________________________
Dated
this ________ day of __________________________________________,
20_______