-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IvhiYw/OryySxgla10sMB9H7yrJq1NeRNsZprUCqQsVtTNrbrRkS/dJo1D2p9cAB XfkqW7Ynj3HP3vne+DvO8Q== 0001144204-11-002861.txt : 20110119 0001144204-11-002861.hdr.sgml : 20110119 20110119161315 ACCESSION NUMBER: 0001144204-11-002861 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110119 DATE AS OF CHANGE: 20110119 GROUP MEMBERS: TAYLOR ASSET MANAGEMENT, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR STEPHEN S CENTRAL INDEX KEY: 0001109389 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 714 S. DEARBORN CITY: CHICAGO STATE: IL ZIP: 60605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hellenic Solutions Corp CENTRAL INDEX KEY: 0001368195 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82061 FILM NUMBER: 11535980 BUSINESS ADDRESS: STREET 1: 5, ICHOUS STR. - GALATSI CITY: 111 46 ATHENS STATE: J3 ZIP: NONE BUSINESS PHONE: 30-210-223-4533 MAIL ADDRESS: STREET 1: 5, ICHOUS STR. - GALATSI CITY: 111 46 ATHENS STATE: J3 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: Aegean Earth & Marine CORP DATE OF NAME CHANGE: 20080306 FORMER COMPANY: FORMER CONFORMED NAME: Tiger Growth CORP DATE OF NAME CHANGE: 20060630 SC 13G 1 v208479_sc13g.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934


HELLENIC SOLUTIONS CORPORATION
(Name of Issuer)

COMMON STOCK ($0.001 PAR VALUE PER SHARE)
(Title of Class of Securities)

G44470105
 (CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
 
o Rule 13d-1(c)  
 
o Rule 13d-1(d)

 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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).
 
 
   
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Taylor Asset Management, Inc.   FEIN # 26-044-8554 
2
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
Number
of Shares
Beneficially
Owned
By Each
Reporting
Person
With
5
SOLE VOTING POWER
 
1,720,000 shares (1)(2)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,720,000 shares (1)(2)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,720,000 shares (1)(2)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
 
8.1%
12
TYPE OF REPORTING PERSON
 
IA
 
(1) Mr. Stephen S. Taylor may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Taylor International Fund, Ltd. (“TIF”).  Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF.  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.

(2) Of the 1,720,000 shares directly beneficially owned by TAM, 800,000 shares consist of warrants issued pursuant to a private offering (the “Warrants”).   Each Warrant entitles TAM to purchase one share of common stock. The warrants are exercisable, in whole or in part, at an exercise price equal to $3.00 per share.  The remaining 920,000 shares directly beneficially owned by TAM are Common Stock.
 
(1) Consists of 37,024 shares owned individually by Mr. Stephen S. Taylor. Mr. Stephen S. Taylor may be deemed to hold an indirect beneficial interest in shares that are directly beneficially owned by Taylor International Fund, Ltd. (“TIF”).  Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF.  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.

(2) Of the 1,757,024 shares beneficially owned by Mr. Stephen S. Taylor, 1,720,000 shares are directly beneficially owned by TAM. 800,000 of such shares consist of warrants issued pursuant to a private offering (the “Warrants”).   Each Warrant entitles TAM to purchase one share of common stock. The warrants are exercisable, in whole or in part, at an exercise price equal to $3.00 per share.  The remaining 920,000 shares directly beneficially owned by TAM are Common Stock.
 
Item 1. Name & Address of Issuer

(a)-(b) This Schedule 13G relates to Hellenic Solutions Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Issuer”).  The principal executive offices of the Issuer are located at:
 
5, Ichous Str. – Galatsi
111 46 Athens, Greece
30-210-223-4533

Item 2. Identity and Background.

(a)-(c) This Schedule 13G 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, 2nd Floor Chicago, IL 60605.  Mr. Taylor, a citizen of the United States of America, has a business address at 714 S. Dearborn Street, 2nd Floor Chicago, IL 60605.

(d) Common stock, par value $0.001 per share (the “Common Stock”).  Of the 1,757,024 shares directly beneficially owned by Mr. Stephen S. Taylor, 1,720,000 shares are directly beneficially owned by TAM. 800,000 of such shares consist of warrants issued pursuant to a private offering (the “Warrants”).   Each Warrant entitles TAM to purchase one share of common stock. The warrants are exercisable, in whole or in part, at an exercise price equal to $3.00 per share.  The remaining 920,000 shares directly beneficially owned by TAM are Common Stock.

(e) CUSIP No.: G44470105

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:  

(a)
o 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
o 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o 
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F);
(g)
o 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o 
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
o 
Group, in accordance with §240.13d-1(b)(ii)(J).
 
Item 4. Ownership

(a)-(b) Mr. Stephen S. Taylor may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Taylor International Fund, Ltd. (“TIF”).  Mr. Taylor is the Chairman of Taylor Asset Management Inc. (“TAM”), which is the Investment Manager of TIF.  Accordingly, Mr. Taylor may be deemed to own beneficially a total of 1,757,024 shares of the Issuer constituting of 8.3% of the Issuer's shares of Common Stock outstanding as of December 31, 2010.

(c) Number of shares as to which the person has:
 
(i) 
Sole power to vote or to direct the vote
1,757,024 (see Item 4(a))

(ii) 
Shared power to vote or to direct the vote
0

(iii) 
Sole power to dispose or to direct the disposition of
1,757,024 (see Item 4(a))

(iv) 
Shared power to dispose or to direct the disposition of
0
 
 
Item 5.  Ownership of Five Percent or Less of a Class

N/A
 
 


N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A
 
 
Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: January 19, 2010
 
 
TAYLOR INTERNATIONAL FUND, LTD.
  
       
 
By:
Taylor Asset Management, Inc.
its Investment Manager
  
       
       
 
By:
/s/ Stephen S. Taylor  
   
Stephen S. Taylor, Chairman
  
       
       
 
STEPHEN S. TAYLOR
  
       
       
 
By:
/s/ Stephen S. Taylor
  
   
Stephen S. Taylor, Individually
  
       
 

EXHIBIT INDEX
 
The following exhibits are filed with this report on Schedule 13G:

Exhibit A
Joint Filing Agreement dated January 19, 2011 by Taylor International Fund, Ltd. and Stephen S. Taylor.


EXHIBIT A
 
JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 19th day of January, 2011, 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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