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Tuesday, 10/25/2005 9:10:44 AM

Tuesday, October 25, 2005 9:10:44 AM

Post# of 20600
Qmmg heads up,reduced 10m filing to 2 mill and we have already traded over 3m since filing.The 10m was no big deal anyway as it was non issued employee incentive stock.Nice little coal stock to take a shot with.Excerpt from update: BACK PRINT THIS PAGE CLOSE WINDOW


EXPLANATORY NOTE

AMENDED AND RESTATED QUEST MINERALS & MINING CORP.
2005 STOCK INCENTIVE PLAN NO. 2

On October 19, 2005, we filed with the Securities and Exchange
Commission ("SEC") Registration Statement No. 333-129124 on Form S-8 pertaining
to our 2005 Stock Incentive Plan No. 2. This Post-Effective Amendment No. 1 to
our Form S-8 No. 333-129124 is being filed to reduce the number of shares of
common stock and options to purchase common stock available for issuance from
10,000,000 to 2,000,000.

We registered 10,000,000 shares of common stock and options to purchase
common stock for issuance under our 2005 Stock Incentive Plan No. 2 on our
Registration Statement No. 333-129124 on Form S-8 filed with the SEC on October
19, 2005. Since October 19, 2005, 2,000,000 shares of common stock have been
issued under our 2005 Stock Incentive Plan No. 2. After amending and restating
our 2005 Stock Incentive Plan No. 2 and giving effect to this Post-Effective
Amendment, we will have no shares available for issuance under our Amended and
Restated 2005 Stock Incentive Plan No. 2.

Except as described above, no other changes have been made to our Form
S-8 Registration Statement No. 333-129124. For the convenience of the reader and
as required under SEC rules, this Post-Effective Amendment to Form S-8 sets
forth the complete text of Form S-8 rather than just the amended portions
thereof. To preserve the nature and character of the disclosures set forth in
these Items as originally filed, this Post-Effective Amendment to Form S-8
continues to speak as of October 19, 2005, and we have not updated the
disclosures in this Post-Effective Amendment to speak as of a later date or to
reflect events which occurred at a later date. For Items not modified herein,
reference should be made to our Registration Statement No. 333-129124 on Form
S-8 as filed with the SEC on October 19, 2005. The filing of this Post-Effective
Amendment is not an admission that our Registration Statement No. 333-129124 on
Form S-8, when filed, knowingly included any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements made
therein not misleading.





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