Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OTISH MOUNTAIN DIAMOND COMPANY
---------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 98-0218688
- ------------------------------- -----------------------------------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
ONE PENN PLAZA, SUITE 3600, 250 WEST 34TH STREET, NEW YORK, NEW YORK
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
10119
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(ZIP CODE)
STOCK ISSUANCE PURSUANT TO
2004 CONSULTING SERVICES PLAN
--------------------------------
(FULL TITLE OF THE PLAN)
COPY TO:
MASSIMILIANO POZZONI DAVID M. LOEV, ATTORNEY AT LAW
OTISH MOUNTAIN DIAMOND COMPANY 2777 ALLEN PARKWAY
ONE PENN PLAZA, SUITE 3600 SUITE 1000
250 WEST 34TH STREET HOUSTON, TEXAS 77019
NEW YORK, NEW YORK 10119 (713) 524-4110
(212) 849-6849
NAME, ADDRESS AND TELEPHONE
(NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE (1) PRICE FEE
- ----------------------------- ---------- -------------------- ------------------- -------------
Common Stock, $.001 par value 300,000 $ 0.63 $ 189,000 $ 15.29
- ----------------------------- ---------- -------------------- ------------------- -------------
<FN>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of determining the
registration fee. The offering price is based on the last sale price as reported on the Nasdaq
Electronic Bulletin Board as of January 20, 2004.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Annual Report of Otish Mountain Diamond Company (formerly First
Cypress Technologies, Inc. (the "Company") on Form 10-KSB filed on
April 25, 2003, for the fiscal year ended December 31, 2002 which
includes audited financial statements as of the fiscal years ended
December 31, 2002 and 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of filing this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
COMMON STOCK
GENERAL. The Company is authorized to issue 500,000,000 shares of Common
Stock, $.001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock having preference over
the Common Stock as discussed below under the heading "Material Limitation or
Qualification". The holders of the Common Stock as such have no conversion,
sinking fund, cumulative, preemptive or other subscription rights and there are
no redemption provisions applicable to the Common Stock.
VOTING RIGHTS. The holders of the Common Stock are entitled to one vote
for each share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of directors, with
the results that the holders of shares having more than fifty percent (50%) of
the votes for the election of directors can elect all of the directors.
DIVIDEND POLICY. During the last two fiscal years, the Company has not
paid any dividends on its Common Stock. The payment of dividends, if any, in
the future is within the discretion of the Board of Directors and will depend
upon the Company's earnings, its capital requirements and financial condition
and other relevant factors. The Board does not intend to declare any dividends
in the foreseeable future, but instead intends to retain all earnings, if any,
for use in the Company's business operations.
MATERIAL LIMITATION OR QUALIFICATION. The Company is authorized to issue
1,000,000 shares of Series A Preferred Stock , $.001 par value per share. Each
outstanding share of Series A Preferred Stock is entitled to fifteen (15) votes.
The Company issued all 1,000,000 shares of Series A Preferred Stock to Phillip
Buschmann, the Company's former President. Mr. Buschmann, voting only the Series
A Preferred Stock, has 15,000,000 votes out of a total of 30,107,750 votes (or
49.8%) prior to the issuance of the Common Stock pursuant to this Registration
Statement. Mr. Buschmann will have 49.3% voting power subsequent to the issuance
of Common Stock pursuant to this Registration Statement. Mr. Buschmann, voting
only the Series A Preferred Stock, currently controls the Company and will
continue to do so subsequent to the issuance of Common Stock pursuant to this
Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company shall indemnify its officers
and directors to the extent permitted by Nevada law. Nevada law authorizes a
corporation to indemnify directors, officers, employees or agents of the
corporation in non-derivative suits if such party acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, as determined in
accordance with Nevada law.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty, which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director, or for violations of the federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its officers and directors against all expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action, suit or
proceeding arising out of their status as officers or directors of the Company.
The provisions do not require a showing of good faith. Moreover, they do not
provide indemnification for liability arising out of willful misconduct, fraud,
or dishonesty, for "short-swing" profits violations under the federal securities
laws, for the receipt of illegal remuneration or if the officer or director
received a benefit in money, property or services to which the officer or
director is not legally entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Consulting Services Agreement with Maris Lee McCance Price
5.1 Opinion and consent of David M. Loev, Attorney at Law re: the legality
of the shares being registered
23.1 Consent of David M. Loev, Attorney at Law (included in Exhibit 5.1)
23.2 Consent of BDO Dunwoody LLP, Chartered Accountants
23.3 Consent of Pollard-Kelley Auditing Services, Inc.
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining liability under the Securities
Act of 1933, each post-effective amendment shall be treated as a new
registration statement of the securities offered, and the offering of
the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on January 21, 2004.
OTISH MOUNTAIN DIAMOND COMPANY
BY: /s/ Massimiliano Pozzoni
--------------------------
Massimiliano Pozzoni, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Massimiliano Pozzoni Chief Executive Officer, January 21, 2004
- -------------------------- President, Principal Financial
Massimiliano Pozzoni and Accounting Officer and
Director
/s/ Ben Carter Director January 21, 2004
- ----------------
Ben Carter
/s/ Jim Chapman Director January 21, 2004
- -----------------
Jim Chapman
EXHIBIT 4.1
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated January 7, 2004
(the "Effective Date"), is made by and between Maris Lee McCance Price, an
individual ("Consultant"), whose address is 12 Gloucester Terrace, London,
United Kingdom and Otish Mountain Diamond Company, a Nevada corporation
("Client"), having its principal place of business at One Penn Plaza, Suite
3600, 250 West 34th Street, New York, New York 10119.
WHEREAS, Consultant has extensive background, knowledge, contacts and
expertise in the areas of finance and mergers and acquisitions;
WHEREAS, Client is currently a publicly held corporation with its common
stock shares trading on the OTC Bulletin Board under the ticker symbol "OMDC";
WHEREAS, Consultant desires to be engaged by Client to provide merger and
acquisition consulting services to the Client on the terms and subject to the
conditions set forth herein; and
WHEREAS, Client desires to engage Consultant to provide merger and
acquisition consulting services to the Client on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. SERVICES OF CONSULTANT.
Consultant agreed to perform for Client merger and acquisition consulting
services. As such Consultant has provided and will provide bona fide Services
to Client. The Services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising transaction, and will
not directly or indirectly promote or maintain a market for Client's securities.
2. CONSIDERATION.
Client agrees to pay Consultant, as his fee and as consideration for
Services provided, Three Hundred Thousand (300,000) shares of S-8 free trading
common stock in Client ("Shares" or "Fee"). Within thirty (30) days after the
Effective Date, Client will cause to be filed with respect to the Shares a Form
S-8 Registration Statement with the SEC including any amendments thereto
necessary to cause such Form S-8 to become effective. Shares are due and
payable immediately upon the effectiveness of the Form S-8 Registration
Statement with the SEC and with any appropriate state's securities
administrator.
3. CONFIDENTIALITY.
Each party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the other
party, including, but not limited to, product and business plans, software,
technical processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections and marketing data ("Confidential
Information"). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
4. LATE PAYMENT.
Client shall pay to Consultant all Shares within fifteen (15) days of the
due date. Failure of Client to finally pay any Shares within fifteen (15) days
after the applicable due date shall be deemed a material breach of this
Agreement, justifying suspension of the performance of the Services provided by
Consultant and will be sufficient cause for immediate termination of this
Agreement by Consultant. Any such suspension will in no way relieve Client from
payment of Shares, and, in the event of collection enforcement, Client shall be
liable for any costs associated with such collection, including, but not limited
to, legal costs, attorneys' fees, courts costs, and collection agency fees.
5. INDEMNIFICATION.
(A) CLIENT.
Client agrees to indemnify, defend, and shall hold harmless Consultant
and/or his agents, and to defend any action brought against said parties with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees to the extent that such action is based upon a claim
that: (i) is true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any Client Content to be provided
by Client and does not violate any rights of third parties, including, without
limitation, rights of publicity, privacy, patients, copyrights, trademarks,
trade secrets, and/or licenses.
(B) CONSULTANT.
Consultant agrees to indemnify, defend, and shall hold harmless Client, its
directors, employees and agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant.
(C) NOTICE.
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim, which
the indemnified party believes falls within the scope of the foregoing
paragraphs. The indemnified party may, at its expense, assist in the defense if
it so chooses, provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY.
Consultant shall have no liability with respect to Consultant's obligations
under this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if Consultant has been advised of the
possibility of such damages. In any event, the liability of Consultant to
Client for any reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including, without
limitation, any action in tort or contract, shall not exceed ten percent (10%)
of the fair market value of the Shares determined at the time such Shares were
paid.
7. TERMINATION AND RENEWAL.
(A) TERM.
This Agreement shall become effective on the date written above and shall
terminate one (1) year thereafter (the "Term"). Unless otherwise agreed upon in
writing by Consultant and Client, this Agreement shall not automatically be
renewed beyond its Term.
(B) TERMINATION.
Either party may terminate this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially breaches
any of its representations, warranties or obligations under this Agreement.
Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the
non-defaulting party for all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees and costs of enforcing this Agreement.
(C) TERMINATION AND PAYMENT.
Upon any termination or expiration of this Agreement, Client shall pay all
unpaid and outstanding fees through the effective date of termination or
expiration of this Agreement. And upon such termination, Consultant shall
provide and deliver to Client any and all outstanding Services due through the
termination or expiration date of this Agreement.
8. MISCELLANEOUS.
(A) INDEPENDENT CONTRACTOR.
This Agreement establishes an "independent contractor" relationship between
Consultant and Client.
(B) RIGHTS CUMULATIVE; WAIVERS.
The rights of each of the parties under this Agreement are cumulative. The
rights of each of the parties hereunder shall not be capable of being waived or
varied other than by an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct or negotiation on
the part of any party shall in any way preclude such party from exercising any
such right or constitute a suspension or any variation of any such right.
(C) BENEFIT; SUCCESSORS BOUND.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be binding upon,
and shall inure to the benefit of, the undersigned parties and their heirs,
executors, administrators, representatives, successors, and permitted assigns,
except that performance of the Services to be provided by Consultant under this
Agreement are of a personal nature and the obligation(s) to perform the Services
will not be assignable or delegable in whole or in part unless the person to
whom the obligation to perform the Services is assigned or delegated is
Consultant's employee or independent contractor.
(D) ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to this Agreement or the matters described in this Agreement, except as set
forth in this Agreement. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.
(E) ASSIGNMENT.
Neither this Agreement nor any other benefit or obligation to accrue
hereunder shall be assigned, transferred or delegated by either party, either in
whole or in part, without the written consent of the other party, and any
purported assignment, transfer or delegation in violation hereof shall be void.
(F) AMENDMENT.
This Agreement may be amended only by an instrument in writing executed by
all the parties hereto.
(G) SEVERABILITY.
Each part of this Agreement is intended to be severable. In the event that
any provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and effect.
(H) SECTION HEADINGS.
The Section headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
(I) CONSTRUCTION.
Unless the context otherwise requires, when used herein the singular shall
be deemed to include the plural, the plural shall be deemed to include each of
the singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
(J) FURTHER ASSURANCES.
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(K) NOTICES.
Any notice which is required or desired under this Agreement shall be given
in writing and may be sent by personal delivery or by mail (either a) United
States mail, postage prepaid; or b) Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
To Client: To Consultant:
Massimiliano Pozzoni, CEO Maris Lee McCance Price
Otish Mountain Diamond Company 12 Gloucester Terrace
One Penn Plaza, Suite 3600 London
250 West 34th Street United Kingdom
New York, New York 10019
(L) GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New York without reference to its conflicts of laws, rules
or principles. Each of the parties consent to the exclusive jurisdiction of the
federal courts of New York in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.
(M) CONSENTS.
The person signing this Agreement on behalf of each party hereby represents
and warrants that he has the necessary power, consent and authority to execute
and deliver this Agreement on behalf of such party.
(N) SURVIVAL OF PROVISIONS.
The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement
shall survive the termination of this Agreement
(O) EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same agreement.
(P) FAXED COPIES.
For purposes of this Agreement, a faxed signature will constitute an
original signature.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.
OTISH MOUNTAIN DIAMOND COMPANY
By: /S/ Massimiliano Pozzoni
---------------------------
Massimiliano Pozzoni, CEO
MARIS LEE MCCANCE PRICE
/S/ Maris Lee McCance Price
- -----------------------------------
Maris Lee McCance Price, Consultant
EXHIBIT 5.1
DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
713-524-4110 PHONE
713-524-4122 FACSIMILE
January 21, 2004
Otish Mountain Diamond Company
One Penn Plaza, Suite 3600
250 West 34th Street
New York, New York 10119
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to the
legality of the following described securities of Otish Mountain Diamond
Company, formerly "First Cypress Technologies, Inc. (the "Company"), covered by
a Form S-8 Registration Statement (the "Registration Statement"), filed with the
Securities and Exchange Commission for the purpose of registering such
securities under the Securities Act of 1933:
- 300,000 shares (the "Shares") of common stock, $.001 par value
issuable pursuant to the 2004 Consulting Services Plan.
In connection with this opinion, I have examined the corporate records of the
Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the consulting
agreement, the Registration Statement, and such other documents and records as I
deemed relevant in order to render this opinion.
Based on the foregoing, it is my opinion that, after the Registration Statement
becomes effective and the Shares have been issued and delivered as described
therein, the Shares will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to
statements made therein regarding this firm and use of my name under the heading
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement.
Sincerely,
/s/ David M. Loev, Attorney at Law
EXHIBIT 23.2
Otish Mountain Diamond Company
(formerly First Cypress Technologies, Inc.)
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated April 16,
2003, relating to the financial statements of Otish Mountain Diamond Company
(formerly First Cypress Technologies, Inc.) appearing in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002. Our report contains
an explanatory paragraph regarding the Company's ability to continue as a going
concern.
/s/ BDO Dunwoody LLP
BDO Dunwoody LLP
Vancouver, Canada
January 20, 2004
EXHIBIT 23.3
Consent of Independent Auditors
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Otish Mountain Diamond Company (formerly First Cypress
Technologies, Inc.) of our report dated December 29, 2003 which appears in the
Registrant's Form 8-K/A filed on January 1, 2004.
Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307
Fairlawn, OH 44333
330-864-2265