- Statement of Beneficial Ownership (SC 13D)
30 Junio 2009 - 7:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Quest Resource Corporation
(Name of Issuer)
COMMON STOCK ($0.001 PAR VALUE PER SHARE)
(Title of Class of Securities)
748349305
(CUSIP Number)
Stephen S. Taylor, Jr.
c/o Taylor Asset Management, Inc.
714 S. Dearborn St. 2
nd
Floor
Chicago, IL 60605
Phone # (310) 704-1290
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
TABLE OF CONTENTS
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Taylor Asset Management, Inc. FEIN # 26-044-8554
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP )
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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7
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SOLE VOTING POWER
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NUMBER OF
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1,607,375 shares
(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,607,375 shares
(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,607,375 shares
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.0%
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14
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TYPE OF REPORTING PERSON
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IA
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(1)
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Mr. Taylor may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Taylor International Fund, Ltd. Mr. Taylor is the President of Taylor Asset Management Inc., which is the Investment Manager of Taylor International Fund, Ltd. The filing of this Statement and any future amendment by Mr. Taylor, and the inclusion of information herein and
therein with respect to Mr. Taylor, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen S. Taylor
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
(1)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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2,298,624 shares
(2)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,298,624 shares
(2)
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,298,624 shares
(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.2%
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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With respect to the shares held in Mr. Stephen S. Taylors Roth IRA.
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(2)
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Consists of 691,249 shares owned by Stephen S. Taylors Roth IRA and 1,607,375 owned by Taylor International Fund,
Ltd. Mr. Taylor is the President of Taylor Asset Management Inc., which is the Investment Manager of Taylor International Fund,
Ltd. The filing of this Statement and any future amendment by Mr. Taylor, and the inclusion of information herein and therein with
respect to Mr. Taylor, shall not be considered an admission that he, for the purpose of
Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest.
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SCHEDULE 13D
This Schedule 13D relates to the common stock, par value $0.001 per share (the Common Stock)
of Quest Resource Corporation, a Nevada Corporation (the Issuer). The principal executive
offices of the Issuer are located at 210 Park Avenue, Suite 2750, Oklahoma City, OK 73102.
Item 2. Identity and Background.
(a)-(c) and (f) This Schedule 13D is filed by Taylor Asset Management, Inc. (TAM) and Mr. Stephen
S. Taylor (together with TAM, the Reporting Party). TAM is an Illinois corporation located at 714
S. Dearborn Street, 2
nd
Floor Chicago, IL 60605. Mr. Taylor, a citizen of the United
States of America, has a business address at 714 S. Dearborn Street, 2
nd
Floor Chicago,
IL 60605.
(d) and (e). During the last five years, Mr. Taylor has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Taylor, through his individually owned Roth IRA, acquired 691,249 shares of the Issuer for
total consideration of $342,678.62. The source of the funds was his personal resources. TAM
acquired for Taylor International Fund, Ltd. (TIF) 1,607,375 shares of the Issuer for total
consideration of $728,655.57. The source of the funds was from Mr. Taylor and other investors not
named herein.
Item 4. Purpose of Transaction.
The Reporting Party originally acquired the Common Stock for investment purposes in the
ordinary course of business. The Reporting Party believes that certain related party transactions
between the Issuer and its subsidiaries, and between QELP and QMP are uneconomic and unsustainable.
Further, the Reporting Party believes that certain members of former management were not capable
of effectively representing the Issuer, may not have been competent or sufficiently capable of
analyzing and agreeing to such arrangements, including arrangements regarding hedging contracts,
financing terms, and transportation and gas shipment charges.
Additionally, the current corporate structure of the Issuer and its related entities may make
it difficult for management to best represent the Issuers individual and separate interests.
The Reporting Party intends to review its investment in the Company on a continuing basis,
engage in additional discussions with, among others, management, the Issuers lenders, the Board of
Directors, other stockholders of the Issuer and other relevant parties concerning the business,
operations, the composition of the Board of Directors, management, governance, strategy and future
plans of the Issuer. Depending on various factors including, without limitation: the Issuers
financial position; the status of the Issuers credit agreements with its primary lender, the Royal
Bank of Canada (RBC), and other indebtedness; ongoing related party transactions, the actions and
conflicts of RBC and other Issuer lenders; the Issuers relationships; status of, payments to and
conflicts with the Issuers financial advisors; the Issuers assets and strategic direction; the
proposed recombination of the Issuer and its effect on holders of the Common Stock; the outcome of
the discussions and actions referenced above; past and current actions previously disclosed by the
Issuer taken by the Board of Directors; price levels of the Common Stock; other investment
opportunities available to the Reporting Party; conditions in the securities market; and general
economic and industry conditions; the Reporting Party may, in the future, take such actions with
respect to its investment in the Issuer as it deems appropriate, including, without limitations:
opposing the proposed recombination of the Issuer and its subsidiaries announced by the Issuer;
purchasing additional shares of Common Stock, or selling some or all of their shares of Common
Stock; engaging in short selling of or any hedging or similar transactions with respect to the
Common Stock; acquiring the Issuer; exploring litigation possibilities; soliciting outside parties
that may have an interest in acquiring the Issuer for fair consideration; seeking representation on
the Issuers Board of Directors; and/or otherwise changing their intention with respect to any and
all matters referred to in Item 4 of Schedule 13D.
Except as set forth herein or as would occur upon completion of any of the actions discussed
herein, including in any Exhibits hereto, the Reporting Party has no present plan or proposal that
would relate to or result in any of the matters set forth below:
(a) The acquisition by any person of additional securities
of the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the issuer;
(f) Any other material change in the issuers business
or corporate structure including but not limited to, if the issuer is a registered
closed end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuers charter, bylaws or
instruments corresponding thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h) Causing a class of securities of the issuer to
be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g) (4) of the Act; or
(j) Any action similar to any of those enumerated above.
The Reporting Party intends to request that the Issuers management disclose the identities of
the financial advisors recently hired by the Issuer and its subsidiaries to advise on the proposed
recombination. Further, the Reporting Party intends to request that the Issuer disclose the
method of determining the compensation amounts paid to such advisors, the method to be used to
calculate future potential compensation, including potential contingent compensation, which may be
due these advisors.
The Reporting Party intends to request that the Issuer remove its poison pill takeover
defense and any other takeover defenses. In the opinion of the Reporting Party, such measures may
be cause for the decline in the market price of the Issuers Common Stock and may potentially
hinder efforts to attract additional capital in the future.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Taylor has direct beneficial ownership of 691,249 shares of the Issuer held in an
individual retirement account for his benefit. TIF has direct beneficial ownership of 1,607,375
shares of the Issuer. Mr. Taylor is the President of Taylor Asset Management Inc., which is the
Investment Manager of TIF. Accordingly, Mr. Taylor may be deemed to own beneficially a total of
2,298,624 shares of the Issuer constituting 7.2% of the Issuers shares of Common Stock outstanding
as of May 15, 2009.
(b) Mr. Taylor has the sole power to vote and to dispose or direct the disposition of
2,298,624 shares of the Issuers Common Stock.
(c) Mr. Taylor has made the following purchases of the Issuers Common Stock on the open
market since October 13, 2008:
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Name
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Date
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Number of Shares
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Price per Share
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Stephen Taylor
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10/13/2008
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27,421
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$
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0.55
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Stephen Taylor
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10/17/2008
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34,533
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$
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0.87
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Stephen Taylor
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10/20/2008
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15,000
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$
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0.76
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Stephen Taylor
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10/24/2008
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59,295
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$
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0.45
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Stephen Taylor
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11/4/2008
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40,000
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$
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0.57
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Stephen Taylor
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12/30/2008
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50,000
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$
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0.39
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Stephen Taylor
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1/6/2009
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50,000
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$
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0.57
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Stephen Taylor
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3/10/2009
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20,000
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$
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0.25
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Stephen Taylor
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3/31/2009
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50,000
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$
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0.36
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Name
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Date
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Number of Shares
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Price per Share
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Stephen Taylor
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5/8/2009
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25,000
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$
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0.70
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Stephen Taylor
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5/14/2009
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30,000
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$
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0.55
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Stephen Taylor
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5/26/2009
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50,000
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$
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0.60
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Stephen Taylor
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5/28/2009
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50,000
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$
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0.58
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Stephen Taylor
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6/9/2009
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40,000
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$
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0.54
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Stephen Taylor
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6/25/2009
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100,000
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$
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0.33
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Stephen Taylor
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6/26/2009
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50,000
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$
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0.34
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TAM
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12/2/2008
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100,000
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$
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0.37
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TAM
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12/3/2008
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59,415
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$
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0.35
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TAM
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12/5/2008
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22,129
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$
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0.3445
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TAM
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12/9/2008
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50,000
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$
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0.359
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TAM
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12/15/2008
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25,000
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$
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0.4132
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TAM
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12/16/2008
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50,000
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$
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0.3709
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TAM
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12/23/2008
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100,000
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$
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0.37
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TAM
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12/26/2008
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25,000
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$
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0.36
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TAM
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12/29/2008
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25,000
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$
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0.388
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TAM
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12/30/2008
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71,669
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$
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0.3727
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TAM
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12/30/2008
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21,157
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$
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0.3994
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TAM
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12/31/2008
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25,000
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$
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0.4587
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TAM
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1/2/2009
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25,000
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$
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0.4855
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TAM
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1/5/2009
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100,000
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$
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0.4905
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TAM
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1/6/2009
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89,400
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$
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0.6268
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TAM
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1/6/2009
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47,924
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$
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0.6328
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TAM
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1/7/2009
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25,000
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$
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0.6849
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TAM
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1/8/2009
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13,000
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$
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0.6199
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TAM
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1/15/2009
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23,700
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$
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0.46
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TAM
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2/19/2009
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30,000
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$
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0.29
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TAM
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3/25/2009
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70,000
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$
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0.25
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TAM
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3/25/2009
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100,000
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$
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0.2565
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TAM
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5/4/2009
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65,527
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$
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0.4392
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TAM
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5/5/2009
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200,000
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$
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0.4698
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TAM
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5/8/2009
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26,300
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$
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0.69
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TAM
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5/12/2009
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50,000
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$
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0.5382
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TAM
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5/14/2009
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11,390
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$
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0.49
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TAM
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5/15/2009
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50,000
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$
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0.5118
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TAM
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5/26/2009
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50,000
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$
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0.5812
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TAM
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6/1/2009
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13,571
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$
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0.54
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TAM
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6/2/2009
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75,000
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$
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0.62
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TAM
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6/3/2009
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9,400
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$
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0.52
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TAM
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6/4/2009
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57,793
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$
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0.486
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(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to securities of the
Issuer
N/A
Item 7. Material to be Filed as Exhibits.
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Exhibit A
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Joint Filing Agreement dated as of June 30, 2009
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: June 30, 2009
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TAYLOR INTERNATIONAL FUND, LTD.
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By:
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Taylor Asset Management, Inc.
its Investment Manager
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By:
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/s/ Stephen S. Taylor
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Stephen S. Taylor, President
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STEPHEN S. TAYLOR
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By
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/s/ Stephen S. Taylor
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Stephen S. Taylor, Individually
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EXHIBIT A
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this Agreement) is made and entered into as of this 30th day of
June, 2009, by and among Taylor International Fund, Ltd. and Stephen S. Taylor.
The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to
deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the Filings) required to be
filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as
amended, with respect to their respective beneficial ownership of the Common Stock of Quest
Resource Corporation that are required to be reported on any Filings. Each party to this Agreement
further agrees and covenants to the other parties that it will fully cooperate with such other
parties in the preparation and timely filing (and other delivery) of all such Filings.
This Agreement may be executed in separate counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth
above.
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TAYLOR INTERNATIONAL FUND, LTD.
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By:
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Taylor Asset Management, Inc.
its Investment Manager
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By:
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/s/ Stephen S. Taylor
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Stephen S. Taylor, President
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STEPHEN S. TAYLOR
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By
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/s/ Stephen S. Taylor
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Stephen S. Taylor, Individually
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Quest Resource (MM) (NASDAQ:QRCP)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Quest Resource (MM) (NASDAQ:QRCP)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024