3
UNITED STATES
SECURITY AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
OTISH MOUNTAIN DIAMOND CORP.
(Name of Registrant As Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below as per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
DATED: November 5, 2004
OTISH MOUNTAIN DIAMOND CORP.
One Penn Plaza, Suite 3600,
250 West 34th Street,
New York, New York 10119
Tel. (212) 849-6849
This information statement (the "Information Statement") is furnished to the
shareholders of Otish Mountain Diamond Corp., a Nevada corporation (the
"Company"), with respect to certain shareholder action of the Company. This
information is first being provided to the Company's shareholders on November
5, 2004.
The action involves one (1) proposal (the "Proposal"):
1. To approve an amendment to the Company's Articles of Incorporation,
replacing Article I, in its entirety to specify:
"The name of the corporation (hereinafter called the "Corporation") is Gulf
----
Coast Oil & Gas Inc."
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ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON OCTOBER
27, 2004 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSAL.
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL, COLLECTIVELY, HOLD IN EXCESS OF
50% OF THE COMPANY'S 38,041,811 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
ENTITLED TO VOTE ON THE PROPOSAL HAVE INDICATED THAT THEY WILL CONSENT IN
WRITING IN FAVOR OF THE PROPOSAL. AS A RESULT, THE PROPOSAL SHOULD BE APPROVED
WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY. THIS
ACTION IS EXPECTED TO BE TAKEN NOT LESS THAN TWENTY (20) DAYS FROM THE MAILING
OF THIS INFORMATION STATEMENT, BUT AS SOON THEREAFTER AS PRACTICABLE.
BY ORDER OF THE BOARD OF DIRECTORS
MASSIMILIANO POZZONI, CHIEF EXECUTIVE OFFICER AND DIRECTOR
New York, New York, November 5, 2004
OTISH MOUNTAIN DIAMOND CORP.
One Penn Plaza, Suite 3600,
250 West 34th Street,
New York, New York 10119
Tel. (212) 849-6849
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INFORMATION STATEMENT
November 5, 2004
----------------------
This information statement contains information related to certain shareholder
action of Otish Mountain Diamond Corp., a Nevada corporation (the "Company"),
and is expected to be mailed to shareholders on or about November 5, 2004.
ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934 to notify the Company's shareholders as of the
close of business on the Record Date of corporate action expected to be taken
pursuant to the consents or authorizations of the Company's shareholders.
Shareholders holding a majority of the Company's issued and outstanding shares
of common stock are expected to consent to certain matters specified in this
information statement, which action is expected to take place on or about
November 5, 2004, consisting of the approval of an amendment to the Company's
Articles of Incorporation, replacing Article I, in its entirety to specify "The
name of the corporation (hereinafter called the "Corporation") is Gulf Coast Oil
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& Gas Inc."
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WHO IS ENTITLED TO NOTICE?
Each holder of an outstanding share of the Company's common stock of record on
the close of business on the Record Date, October 27, 2004, will be entitled to
notice of each matter to be voted upon pursuant to written consents or
authorizations. Shareholders as of the close of business on the Record Date
that hold in excess of fifty percent (50%) of the Company's 38,041,811 issued
and outstanding shares of common stock have indicated that they will consent in
writing to the Proposal. Pursuant to Nevada corporate law, all the activities
requiring shareholder approval may be taken by obtaining the written consent and
approval of more than 50% of the holders of voting stock in lieu of a meeting of
the shareholders. No action by the minority shareholders in connection with the
Proposal is required.
TO WHAT MATTERS WILL THE CONSENTING SHAREHOLDERS CONSENT AND HOW WILL THEY
CONSENT?
Shareholders holding a majority of the issued and outstanding shares of the
Company's common stock have indicated that they will consent in writing to the
following matters:
- - FOR replacement & amendment to the Company's Articles of Incorporation to
specify: "The name of the corporation (hereinafter called the
"Corporation") is Gulf Coast Oil & Gas Inc."
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1
WHAT CONSENT IS REQUIRED TO APPROVE THE PROPOSAL?
REPLACEMENT AND AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION, ARTICLE I.
For the approval of an amendment to the Company's Articles of Incorporation,
Article I to replace in its entirety to specify: "The name of the corporation
(hereinafter called the "Corporation") is Gulf Coast Oil & Gas Inc.", the
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written consent of a majority of the shares of the Company's common stock issued
and outstanding on the Record Date, or 19,020,906 required for approval.
Shareholders holding in excess of 19,020,906 shares have indicated that they
will consent in writing to the approval of the amendment.
STOCK OWNERSHIP
The following table sets forth, as of October 27, 2004, certain information
concerning beneficial ownership of the Company's Common Stock by (i) each person
known to the Company to own 5% or more of the Company's Common Stock, (ii) each
director of the Company and (iii) all directors and officers of the Company as a
group. Unless otherwise indicated in the footnotes following the table, the
persons as to whom the information is given have sole voting and investment
power over the shares shown as beneficially owned, subject to community property
laws where applicable.
SECURITY OWNERSHIP BY MANAGEMENT. The following table specifies the number of
shares of the Company's Common Stock owned by officers and directors.
AMOUNT AND
NATURE OF
NAME AND TITLE OF BENEFICIAL PERCENT OF
ADDRESS (1) CLASS OWNERSHIP CLASS (2)
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Massimiliano Pozzoni COMMON 5,500,000 shares 14.46%
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Benjamin A. Carter COMMON 200,000 shares * (3)
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James Chapman COMMON 200,000 shares *
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ALL DIRECTORS AND
NAMED EXECUTIVE
OFFICERS AS A GROUP COMMON 5,900,000 SHARES 15.51%
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<FN>
(1) The address for all of the above is c/o Otish Mountain Diamond Corp One
Penn Plaza, Suite 3600, 250 West 34th Street, New York, New York 10119.
(2) Based on 38,041,811 issued and outstanding shares on October 27, 2004.
(3) Less than 1%.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. Other than directors and
officers, the following table specifies the beneficial owners of 5% or more of
the Company's Common Stock.
AMOUNT AND
NATURE OF
NAME AND TITLE OF BENEFICIAL PERCENT OF
ADDRESS CLASS OWNERSHIP CLASS (2)
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Miranda Gold Corp. (1) COMMON 2,750,000 shares 7.2%
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<FN>
(1) The address for Miranda Gold Corp is 1140 Homer St., Suite 306,
Vancouver, British Columbia, Canada A1 V62 2X6.
(2) Based on 38,041,811 issued and outstanding shares on October 27, 2004.
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PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S
NAME TO GULF COAST OIL & GAS INC.
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The Company's Board of Directors proposes an amendment to the Company's Articles
of Incorporation, Article I to replace in its entirety to specify: "The name of
the corporation (hereinafter called the "Corporation") is Gulf Coast Oil & Gas
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Inc."
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PURPOSE OF CHANGING THE COMPANY'S NAME
The main purpose of the name change is to distance the Company from its
competitors and to create a marketplace for its new services. The name Gulf
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Coast Oil & Gas Inc. proposes to identify the Company's intent to consider other
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business opportunities and subsequently transition away from the diamond
exploration industry. Furthermore, the Board of Directors believes that the name
change is more appropriate for the Company, considering the new business
opportunities it anticipates, as well as, impresses upon the public that the
Company is moving in a new direction.
If this proposal is approved by the Company's shareholders and Board of
Directors, the Company's Board of Directors will authorize the officers of the
Company to file a Certificate of Amendment, in the form attached hereto as
Exhibit A, with the Nevada Secretary of State.
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There are certain advantages and disadvantages associated with name change. The
advantages include:
- - Broader Market Appeal. More opportunities should be available to the
Company whereas prior to the name change, the Company exclusively serviced
only the diamond exploration industry.
The disadvantages include:
- - Name Recognition. The primary risk associated with a name change is name
recognition. The name Gulf Coast Oil & Gas Inc. is not presently recognized
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in any industry.
- - Shareholder Loyalty/ Attracting Shareholders. As the Company is in a growth
stage, the Company's name has been recognized by some members of the public
and a name change at this stage of growth may affect the Company's ability
to attract new shareholders and retain shareholder loyalty.
DESCRIPTION OF SECURITIES
GENERAL
The Company's authorized capital currently consists of 500,000,000 shares of
common stock, par value $.001 per share and 100,000,000 authorized shares of
preferred stock, par value $.001 per share. As of October 27, 2004, there were
38,041,811 issued and outstanding shares of common stock and no shares of
preferred stock issued and outstanding. Set forth below is a description of
certain provisions relating to the Company's capital stock. For additional
information, please refer to the Company's Articles of Incorporation and Bylaws
and the Nevada General Corporation Law.
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COMMON STOCK
The Company's authorized capital stock currently consists of 500,000,000 shares
of common stock, having a par value of $.001 per share. As of October 27, 2004,
there were issued and outstanding 38,041,811 shares of common stock and 34
holders of record. All issued and outstanding shares of the Company's common
stock are fully paid and non-assessable.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued and outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental corporate
changes such as a liquidation, merger or an amendment to our Articles of
Incorporation.
Holders of common stock are entitled to share in all dividends that the Board of
Directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
The Company was originally incorporated in Nevada under the name First Cypress
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Technologies, Inc. ("First Cypress") on September 14, 1999. The Company is
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currently engaged in diamond exploration activities in the Otish Mountain area
of Northern Quebec, Canada. The Company is in its exploration state as it is
engaged in the search for mineral deposits.
In October 2002, the Company completed a five for one share forward stock split
of its issued and outstanding common stock.
In July 2003, the Company changed its name to First Cypress, Inc. The Company
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subsequently changed its name to Otish Mountain Diamond Company in October 2003,
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in anticipation of the acquisition of Otish Mountain Diamound Corp., a Nevada
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corporation ("Otish Corp.").
In October 2003, in connection with the merger, the Company completed a one for
two hundred share reverse stock split of its issued and outstanding common
stock. The effects of both stock splits have been reflected on Form 10-QSB, for
the quarterly period ending March 31, 2004.
In November 2003, First Cypress, Otish Corp., and the former Otish Corp.
shareholders entered into an Exchange Agreement whereby the Company acquired
100% of the issued and outstanding shares of Otish Corp. in exchange for
15,000,000 shares of the Company's stock.
The Company now owns one hundred percent (100%) of Otish Corp.
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PREFERRED STOCK
In June 2003, the Board of Directors of First Cypress proposed an amendment to
the Company's Articles of Incorporation authorizing the issuance of 100,000,000
shares of undesignated preferred stock, par value $.001, with such rights,
preferences and privileges as may be determined by the Board of Directors from
time to time in our amended Articles of Incorporation.
On October 7, 2003, the Company filed a Certificate of Designation establishing
the designations, preferences, limitations and relative rights of 1,000,000
shares of Series A Preferred Stock. Each outstanding share of Series A Preferred
Stock is entitled to fifteen (15) votes. The Board of Directors approved the
issuance of the 1,000,000 shares of Series A Preferred Stock to Phillip
Buschmann in consideration for services rendered to the Company as its Chief
Executive Officer and as a Director. As a result of his ownership of Series A
Preferred Stock, Mr. Buschmann had 15,000,000 votes.
In June 2004, the Company redeemed those 1,000,000 shares of Series A Preferred
Stock for $1,000.00. As a result of this redemption, the control of the Company
shifted to the Company's largest shareholder Massimiliano Pozzoni, the Company's
Chief Executive Officer and a member of its Board of Directors.
WARRANTS
The Company has no issued and outstanding warrants.
OPTIONS
The Company has no issued and outstanding options.
DIVIDENDS
The Company has not declared or paid cash dividends on its common stock since
its formation and does not anticipate paying such dividends in the foreseeable
future. The payment of dividends, subject to the provisions of the Articles of
Incorporation and the laws of the State of Nevada, may be made at the discretion
of the Company's Board of Directors at any regular or special meeting. The
payment of dividends may be paid in cash, in property, or in shares of the
capital stock, and will depend upon, among other factors, on the Company's
operations, its capital requirements, and its overall financial condition.
TRANSFER AGENT
TRANSFER AGENT AND REGISTRAR. The Company's transfer agent is Pacific Stock
Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada
89119. Its telephone number is (702) 361-3033.
ADDITIONAL INFORMATION
INCORPORATION BY REFERENCE. Certain financial and other information required
pursuant to Item 13 of the Rule 14a-101 of the Securities Exchange Act of 1934
is incorporated by reference to the First Cypress's Definitive Proxy Statement,
dated June 16, 2003, First Cypress's Current Report on Form 8-K, dated October
7, 2003, and the Company's Quarterly Report on Form 10-QSB for the three months
ending March 31, 2004.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
(a) No officer or director of the Company has any substantial interest in the
matters to be acted upon, other than his or her capacity as an officer or
director of the Company.
(b) No director of the Company has informed the Company that he or she intends
to oppose the proposed actions to be taken by the Company set forth in this
Information Statement.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested the Company to include any proposals in this
Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement will be delivered to multiple security holders
sharing an address, unless the Company has received contrary instructions from
one or more of the security holders. The Company shall deliver promptly upon
written or oral request a separate copy of this Information Statement to a
security holder at a shared address to which a single copy of the documents was
delivered. A security holder can notify the Company that the security holder
desires to receive a separate copy of this Information Statement by sending a
written request to the Company at One Penn Plaza, Suite 3600, 250 West 34th
Street, New York, New York 10119; or by calling the Company at (212) 849-6849
and requesting a copy of this Information Statement. A security holder may
utilize the same address and telephone number to request either separate copies
or a single copy for a single address for all future information statements and
annual reports.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Massimiliano Pozzoni
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Massimiliano Pozzoni
Chief Executive Officer and Director
New York, New York, November 5, 2004
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Exhibit A
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
OTISH MOUNTAIN DIAMOND CORP.,
A NEVADA CORPORATION
OTISH MOUNTAIN DIAMOND CORP., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Nevada, DOES HEREBY
CERTIFY:
FIRST: Acting by unanimous written consent in accordance with the provisions of
Section 78.315 of the General Corporation Law of the State of Nevada, the Board
of Directors of OTISH MOUNTAIN DIAMOUND CORP. duly adopted resolutions setting
forth a proposed amendment of the Articles of Incorporation of said corporation,
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that Article I of this corporation's Articles of Incorporation be
amended and replaced in its entirety to specify:
"The name of the corporation (hereinafter called the "Corporation") is Gulf
Coast Oil & Gas Inc."
IN WITNESS WHEREOF, said OTISH MOUNTAIN DIAMOUND CORP. has caused this
certificate to be signed by Massimiliano Pozzoni, an Authorized Officer, this
5th day of November, 2004.
By: /s/ Massimiliano Pozzoni
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Massimiliano Pozzoni
Chief Executive Officer and Director
i