UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 30, 2003
COMMISSION FILE NO.: 000-32747
OTISH MOUNTAIN DIAMOND COMPANY
------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 98-0218688
- --------------------------------------------- ---------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (IRS EMPLOYER IDENTIFICATION NO.)
One Penn Plaza, Suite 3600, 250 West 34th Street, New York, NY 10119
- -------------------------------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 849-6849
--------------
(ISSUER TELEPHONE NUMBER)
FIRST CYPRESS, INC., 349 WEST GEORGIA STREET, SUITE NO. 3362
VANCOUVER, BRITISH COLUMBIA V6B 3Y3
-----------------------------------
(FORMER NAME AND ADDRESS)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Assets. On November 30, 2003, the Registrant acquired 100%
of the issued and outstanding shares of Otish Mountain Diamond Corp. ("Otish
Corp." or the "Company") in exchange for 15,000,000 shares of the Registrant's
common stock. Upon 100% shareholder approval by Otish Corp. shareholders, there
will be 15,107,750 shares of the Registrant's common stock outstanding. The
Company has 1,000,000 shares of Series A Preferred Stock outstanding which are
owned by Philipp Buschmann which vote 15,000,000 shares. It is anticipated that
the Series A Preferred Stock will be redeemed or cancelled by the Company in the
near future.
DESCRIPTION OF OTISH CORP'S BUSINESS
Otish Corp. is engaged in diamond exploration activities in the Otish
Mountain area of Northern Quebec, Canada. The current exploration program
consists of aerial aeromagnetic surveys of Staked Property (discussed in more
detail below in "Description of Property"), ground sampling and laboratory
testing of the gathered samples. The Staked Property is located in an
under-explored area that is in close proximity to such diamond discovery
properties as Ashton Mining and Majescor. The Staked Property is within such a
distance to these diamond discovery properties that geologist Jim Chapman
believes that there is good potential for the discovery of diamond bearing
kimberlites on the Staked Property.
The Company believes that it currently has adequate resources to explore
the Staked Property in search of an economic deposit of rough diamonds and to
complete its exploration program. If, as a result of its exploration program,
the Company discovers an economic deposit of rough diamonds on the Staked
Property, the Company will execute a feasibility plan for the development of a
mining operation on the Property, at which time the Company will need additional
funding to execute the plan and develop the mining operation, as discussed below
in "Risk Factors." In the event that, after completion of the exploration
program, the Company has not discovered an economic deposit of rough diamonds on
the Staked Property, the Company will consider other high potential exploration
projects, as discussed below in "Risk Factors."
DESCRIPTION OF THE PRINCIPAL PRODUCTS AND SERVICES
The Company currently does not offer any products or services. In the event
that the Company, as a result of the exploration program, discovers an economic
deposit of rough diamonds on the Staked Property, executes a feasibility plan,
and develops a mining operation on the Property, the Company intends to offer
gem-quality, commercial diamonds.
COMPETITIVE BUSINESS CONDITIONS
The diamond exploration industry is very competitive. Several diamond
exploration firms have operations in the Otish Mountains and in other areas
throughout Canada.
DEPENDENCE ON ONE OR A FEW CUSTOMERS
The Company does not have any existing customers.
PATENTS, TRADEMARKS & LICENSES
The Company has exclusive exploration rights to the Staked Property that it
has acquired, as discussed in more detail below in "Description of Property."
The Company does not have any patent, trademark or license protection.
NEED FOR GOVERNMENTAL APPROVAL
The Company acquired all necessary licenses and permits required by the
government of the Province of Quebec, Canada for mineral exploration on the
Staked Property.
RESEARCH & DEVELOPMENT OVER THE PAST TWO YEARS
The Company is conducting a two-year exploration program on approximately
65,000 acres of Staked Property. The Company expects to complete the exploration
program either in 2005 or after it discovers an economic deposit of rough
diamonds on the Property, whichever occurs first. The Company has spent roughly
$130,000 to date and plans to spend another $350,000 for exploration purposes.
EMPLOYEES
The Company has two (2) full-time employees and a varying number of
subcontractors. The number of subcontractors that the Company uses varies
depending on the type and amount of work that is required.
The team responsible for developing the exploration program consists of an
experienced geophysicist, a managing director with extensive experience in
international business, and a governing Board of Directors. The Company selected
this team based on skill and experience that it deemed necessary to complete the
timely and efficient implementation of the exploration strategy including its
proposed objectives.
DESCRIPTION OF PROPERTY
The Company acquired an undivided 100% right, title, and interest in and to
certain mining claims covering 491 claims comprising approximately 62,000 acres
of staked property in the Otish Mountain and Superior Craton regions of Quebec,
Canada pursuant to an Assignment of Interest in Mineral Property Option
Agreements, in a form similar to the attached Exhibit 10.1, and the exercise of
its option to acquire such mining claims pursuant to the following Mineral
Property Option Agreements:
(1) The "Lac Joubert" Mineral Property Option Agreement, as amended, covering
34 claims comprising approximately 4,341 acres;
(2) The "Lac Orillat" Mineral Property Option Agreement, as amended, covering
39 claims comprising approximately 4,978 acres;
(3) The "Lac Herve" Mineral Property Option Agreement, as amended, covering 277
claims comprising approximately 34,382 acres;
(4) The "Lac Square Rock" Mineral Property Option Agreement, as amended,
covering 74 claims comprising approximately 9,488 acres;
(5) The "Lac Taffanel" Mineral Property Option Agreement, as amended, covering
60 claims comprising approximately 7,615 acres;
(6) The "Lac Leran # 2" Mineral Property Option Agreement, as amended, covering
one claim comprising approximately 129 acres; and
(7) The "River Ruisseau" Mineral Property Option Agreement, as amended,
covering 6 claims comprising approximately 750 acres.
In addition, the Company has signed a Joint Venture agreement whereby the
Company invested $55,000 with Miranda Gold Corp for a 45% interest in the Lac
Leran exploration project which comprises 119 claims of approximately 15,000
acres.
The Company currently has a 1-year lease for 300 square feet of office
space located at One Penn Plaza, Suite 3600, 250 West 34th Street, New York, NY,
10119. The current lease commitment is $500 per month. The Company also has a
1-year lease for 300 square feet of office space located at 1000 de la
Gauchetiere West, Suite 2400, Montreal, H3B 4W5 Canada. The current lease
commitment, which varies depending on use of the office space, is an average
$400 per month.
LEGAL PROCEEDINGS
There are currently no legal proceedings to which the Company is a party.
RISK FACTORS
Inherent Risk. The mineral exploration program is inherently risky. The
Company designed the exploration program to continue for two years in search of
an economic deposit of rough diamonds on the Staked Property. The Company
expects that it will cost approximately $460,000 in capital resources to
complete the program. In October 2003, the Company raised $300,000 from three
entities and an individual, collectively, for 3,000,000 shares of its common
stock, of which approximately $130,000 has been spent. The Company will need to
raise approximately $200,000 to complete its program. There is no assurance
that financing will be available on favorable terms, if at all, and the issuance
of any new securities is likely to have a dilutive effect on current
shareholders. If, at the completion of the exploration program, we have not
discovered an economic deposit of rough diamonds on the Staked Property, it
would have a materially adverse effect upon our ability to conduct future
exploration on the Staked Property or any other property and our ability to
continue as a going concern.
Dependence on External Financing. In the event that the Company discovers
an economic deposit of rough diamonds on the Staked Property, the Company will
need approximately $2 million of additional financing, if not more, to execute a
feasibility plan for the development of a mining operation on the Property. If
we are unable to raise this capital, it would have a materially adverse effect
upon our ability to continue as a going concern.
Reliance on Key Management. Our success is highly dependent on the
competency and dedication of our key management team that consists of the
following four people: 1) Massimiliano ("Max") Pozzoni, President and CEO; 2)
Martin St. Pierre, Chief Technical Advisor; 3) Ben Carter, member of the board;
and 4) Jim Chapman, member of the board. No employment contracts have been
formalized, as the Company tries to minimize overhead. Both Mr. Pozzoni and Mr.
St. Pierre have signed service consulting agreements with the Company, attached
hereto as Exhibit 10.2 and Exhibit 10.3, respectively. If either of the
foregoing were to leave us, it could have a materially adverse effect upon our
business and operations.
Dependence on Favorable Weather Conditions. The timely completion of our
exploration program within the estimated budget is dependent upon our forecast
of unfavorable weather conditions in the Otish Mountain area of Quebec, Canada.
Rain storms, snow storms, cloudy skies and adverse magnetic storms can hinder
part of the preliminary exploration program. We forecast that the weather could
be unfavorable during 30% of the calendar year. If the aggregate duration of
unfavorable weather conditions within the two-year period of time intended for
the exploration program is not within our forecast, it would have a materially
adverse effect upon our ability to complete the exploration program on a timely
basis within the estimated budget.
ITEM 5. OTHER EVENTS
In connection with the Exchange Agreement, the former directors and
officers of the Registrant resigned. Messrs. Massimiliano Pozzoni, Ben Carter
and Jim Chapman became directors of the Registrant and Mr. Pozzoni became the
Chief Executive Officer.
In anticipation of the acquisition of the Company and the change in focus
of the Registrant's business, the Registrant changed its name from First
Cypress, Inc. to Otish Mountain Diamond Company. The Registrant currently
trades under the new stock symbol OMDC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements for Otish Mountain Diamond Corp.
(a) Financial Statements of Business Acquired
Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265
Otish Mountain Diamond Corp
(A Development Stage Company)
We have audited the Balance Sheet of Otish Mountain Diamond Corp. (a development
stage company), as of November 30, 2003 and the related Statement of Operations,
Statement of Stockholders' Equity, and Statement of Cash Flows for the period
then ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on those financial
statements based on my audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Audits include examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Audits also include assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
In our opinion, based on our audits, the financial statements referenced above
present fairly, in all material respects, the financial position of Otish
Mountain Diamond Corp.(a development stage company) as of November 30, 2003, and
the results of their operations and their cash flows for the period then ended,
in conformity with generally accepted accounting principles accepted in the
United States of America.
Pollard-Kelley Auditing Services, Inc.
/s/ Terance L Kelley
- --------------------------------
Terance L Kelley
Certified Public Accountant
Fairlawn, Ohio
December 29, 2003
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
BALANCE SHEETS
November 30, 2003
ASSETS
Current Assets
Cash in banks $ 47,935
---------
Total Current Assets 47,935
Fixed Assets
Vehicles 16,730
Office equipment 2,475
---------
19,205
Less accumulated depreciation (1,384)
---------
17,821
Other Assets
Mineral rights 148,995
---------
Total Assets $214,751
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 16,642
Accrued expenses 21,239
---------
Total Current Liabilities 37,881
Stockholders' Equity
Common stock, 300,000,000 shares
authorized, 15,000,000 shares outstanding,
par value $.001 per share 15,000
Preferred stock, 10,000,000 shares
authorized, 0 shares outstanding,
par value $.001 per share -
Additional contributed capital 238,350
Deficit accumulated during development stage (76,480)
---------
176,870
---------
Total Liabilities and Stockholders' Equity $214,751
=========
See accompanying notes to financial statements.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period beginning August 4, 2003 (Inception) through November 30, 2003
Current Since
Period Inception
------------ -----------
Revenues
Sales $ - $ -
Cost of sales
Exploration costs 12,943 12,943
------------ -----------
Gross Profit (12,943) (12,943)
Expenses
Administrative 65,031 65,031
------------ -----------
(77,974) (77,974)
Other income and expenses
Foreign exchange gain 1,494 1,494
------------ -----------
Net Loss $ (76,480) $ (76,480)
============ ===========
Net loss per share $ (0.01)
Average shares outstanding 10,936,864
See accompanying notes to financial statements.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
For the period beginning August 4, 2003 (Inception) through November 30, 2003
Additional
Common Stock Contributed Retained
Shares Amount Captial Deficit Total
---------- ------- -------- --------- ---------
Balance August 4, 2003 - $ - $ - $ - $ -
Shares issued for services 8,100,000 8,100 - - 8,100
Shares issued for cash 3,900,000 3,900 170,100 - 174,000
Shares issued for mineral rights 3,000,000 3,000 68,250 - 71,250
Net loss for the period - - - (76,480) (76,480)
---------- ------- -------- --------- ---------
15,000,000 $15,000 $238,350 $(76,480) $176,870
========== ======= ======== ========= =========
See accompanying notes to financial statements.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period beginning August 4, 2003 (Inception) through November 30, 2003
Current Since
Period Inception
--------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(76,480) $ (76,480)
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities:
Depreciation 1,384 1,384
Services paid by stock 8,100 8,100
Changes in Current assets and liabilities:
Increase in Accounts payable 16,643 16,643
Increase in Accrued expenses 21,239 21,239
--------- -----------
NET CASH (USED) BY
OPERATING ACTIVITIES (29,114) (29,114)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Mineral rights (77,746) (77,746)
Purchase of Fixed assets (19,205) (19,205)
--------- -----------
NET CASH (USED) BY
INVESTING ACTIVITIES (96,951) (96,951)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common stock 174,000 174,000
--------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 174,000 174,000
--------- -----------
NET INCREASE IN CASH 47,935 47,935
CASH AT BEGINNING OF PERIOD - -
--------- -----------
CASH AT END OF PERIOD $ 47,935 $ 47,935
========= ===========
See accompanying notes to financial statements.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2003
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
DEVELOPMENT STAGE COMPANY
- -------------------------
Otish Mountain Diamond Corp. (the Company) is a development stage company as
defined under Statements of Financial Accounting Standards No. 7. The Company
was incorporated in the state of Nevada on August 4, 2003. The Company is in
the mining and exploration business and has mineral rights in the Otish Mountain
and Superior Craton regions of Canada. The Company's business plan includes the
expansion of its mineral rights and the mining of diamonds.
In August and November 2003, the Company issued 3,000,000 shares of its common
stock and paid $77,746 for mineral rights in the Otish Mountain and Superior
Craton regions of Quebec, Canada.
CASH AND CASH EQUIVALENTS
- ----------------------------
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents. There was no cash paid during the periods for interest or
taxes.
PROPERTY AND EQUIPMENT
- ----------------------
Property and equipment are carried at cost. Maintenance, repairs and renewals
are expensed as incurred. Depreciation of property and equipment is provided
for over their estimated useful lives, which range from three to five years,
using the straight-lined method.
MINERAL RIGHTS
- ---------------
The Company uses the "full costs method" of accounting for its mineral reserves.
Under this method of accounting, properties are divided into cost centers. The
Company presently has two cost centers. All acquisition, exploration, and
development costs for properties within each cost center are capitalized when
incurred. The Company intends to deplete these costs equally over the estimated
units to be recovered from the properties.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2003
USE OF ESTIMATES
- ----------------
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
- ------------------------------
The Company's primary functional currency is the Canadian dollar. For financial
statement presentation the statements are translated in U.S. dollars. Monetary
assets and liabilities are translated at year-end exchange rates while
non-monetary items are translated at historical rates. Income and expense
accounts are translated at the average rates in effect during the period, except
for depreciation, which is translated at historical rates. Therefore,
translation adjustments and transaction gains or losses are recognized in the
income in the period of occurrence.
NOTE 2 - MINERAL RIGHTS
- ---------------------------
On August 19, 2003 the Company purchased the mineral rights for 60,933 acres in
the Otish Mountain and Superior Craton regions of Quebec, Canada. The claims
were purchased for $42,507 and 1,250,000 shares of common stock. The Company is
required to spend a minimum of $135 per mining claim on exploration before the
expiration date of each claim. The Company is required to spend $105 per claim
maintenance/renewal fee to the appropriate governmental authority before the
expiration date of the mining claim. If the Company fails to meet its
obligations under this agreement the seller has the option to make the
expenditures and to reassume title to the mining claims.
On November 4, 2003 the Company purchased the mineral rights for 775 acres in
the Otish Mountain region of Quebec, Canada. The Claims were purchased for
$1,855 and 250,000 shares of common stock. The Company is required to pay a 2%
royalty of the net smelter returns and a 2% royalty on the gross overriding
royalty as defined in the agreement. The Company shall also pay to the seller
$5,000 minimum annual advance royalty beginning on November 1, 2004 and each
year thereafter. The Company is also required to keep the property in good
standing for 1 year or the seller shall be entitled to reacquire the claims.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2003
NOTE 2 - MINERAL RIGHTS-CONTINUED
- -------------------------------------
On November 4, 2003 the Company entered into a joint venture agreement for the
mineral rights for 15,361 acres in the Otish Mountain region of Quebec, Canada.
The investment was $33,383 and 1,500,000 shares of common stock. The Company
has paid the required claim tax/renewal fees of $12,495 by the due date of
November 27, 2003. The Company is required to make a minimum advanced royalty
payment of $15,000 by January 20, 2004. Royalties are subject to underlying
royalties of 2% of the net smelter returns and 2% of the gross overriding
royalty as defined in the agreement. The Company total outlay for the joint
venture shall not exceed $375,000. The Company owns 45% of the joint venture.
At present the Company has no proven properties.
NOTE 3 - SHAREHOLDERS' EQUITY
- ---------------------------------
COMMON STOCK
- -------------
The Company has authorized 300,000,000 shares of common stock with a par value
of $0.001 per share. Total shares outstanding at November 30, 2003 was
15,000,000 shares.
PREFERRED STOCK
- ----------------
The Company has authorized 10,000,000 shares of preferred stock with a par value
of $0.001 per share. There are no shares issued at November 30, 2003. The
Board of Directors shall set the terms and conditions of the preferred shares
prior to the issuance of any shares thereof.
NOTE 4 - RELATED PARTIES
- ----------------------------
The Company owes the President and shareholder of the Company $17,390 for
compensation and expense reimbursement at November 30, 2003.
The Company has entered into an executive employment agreement with this
individual. The agreement is for the term of 1 year and calls for compensation
of $5,000 per month, 4 weeks of vacation, a $3,000 a month housing allowance,
and an automobile.
OTISH MOUNTAIN DIAMOND CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2003
NOTE 5 - COMMITMENTS
- -----------------------
The Company has entered into a six-month apartment lease that ends on April 9,
2004. The lease calls for monthly payments of $2,700. The apartment is used as
a residence by the President of the Company. Future lease payments through
April 2004 are $14,000.
NOTE 6 - GOING CONCERN
- --------------------------
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
(b) Pro Forma Financial Information
The accompanying Pro Forma Consolidated Financial Statements should be read in
conjunction with the historical financial statements and related notes thereto
for the Otish Mountain Diamond Corporation and Otish Mountain Diamond Company
(formerly First Cypress, Inc.)
PRO FORMA CONSOLIDATED BALANCE SHEETS
- -------------------------------------
September 30, 2003
(Unaudited)
HISTORICAL
Otish Corp Otish Co.
Nov. 30 Sep. 30 Note Adjustments Combined
--------- ---------- ------ ------------- ---------
ASSETS
Current Assets
Cash in bank $ 47,935 $ 7,897 $ - $ 55,832
--------- ---------- ------ ------------- ---------
Total Current Assets 47,935 7,897 - 55,832
Fixed Assets
Vehicles 16,730 - - 16,730
Office equipment 2,475 - - 2,475
--------- ---------- ------ ------------- ---------
19,205 - - 19,205
Less accumulated depreciation (1,384) - - (1,384)
--------- ---------- ------ ------------- ---------
17,821 - - 17,821
Other Assets
Investments - - 3,4 - -
Mineral rights 148,995 - - 148,995
--------- ---------- ------ ------------- ---------
Total Assets $214,751 $ 7,897 $ - $222,648
========= ========== ====== ============= =========
LIABILITIES AND STOCKHOLDERS 'EQUITY
Current Liabilities
Accounts payable 16,642 59,322 - 75,964
Accrued expenses 21,239 236,620 - 257,859
--------- ---------- ------ ------------- ---------
Total Current Liabilities 37,881 295,942 - 333,823
Stockholders' Equity
Common Stock, 500,000,000 shares
authorized, 15,107,750 shares
outstanding after merger,
par value $.001 per share 15,000 21,550 2,3,4 (21,442) 15,108
Preferred Stock, 100,000,000 shares
authorized, 1,000,000 shares
outstanding after merger,
par value $.001 per share - - 1 1,000 1,000
Additional contributed capital 238,350 133,488 2 21,442 393,280
Deficit accumulated during
development stage (76,480) (443,083) 1 (1,000) (520,563)
--------- ---------- ------ ------------- ---------
176,870 (288,045) - (111,175)
--------- ---------- ------ ------------- ---------
Total Liabilities and Equity $214,751 $ 7,897 $ - $222,648
========= ========== ====== ============= =========
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEETS
1 To record issue of 1,000,000 shares of preferred stock for services. Each
share of preferred is entitled to fifteen votes per share.
2 To reflect a 200:1 reverse stock split and to increase the authorized
capital to 600,000,000 shares, consisting of 500,000,000 common shares with
a par value of $.001, and 1,000,000 preferred shares with a par value of
$.001.
3 To record acquisition of Otish Mountain Diamond Corp. for 15,000,000 shares
of common stock.
4 To consolidate Otish Mountain Diamond Corp. and Otish Mountain Diamond Co.
(c) Exhibits:
2.1(1) Exchange Agreement
10.1(1) Assignment of Interest in Mineral Property Option Agreements
10.2(1) Consulting Agreement with Massimiliano Pozzoni.
10.3(1) Consulting Agreement with Martin St. Pierre.
(1) Filed as an exhibit to the Form 8-K filed on December 3, 2003.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Otish Mountain Diamond Company
January 2, 2004
/s/ Massimiliano Pozzoni
- ---------------------------------
Massimiliano Pozzoni
Chief Executive Officer