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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-QSB



(Mark One)



[ X ]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the period ended November 30, 2005



[   ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE EXCHANGE ACT



For the transition period from ____________ to _____________





COMMISSION FILE NUMBER:   333-110733



-----------------------



OTISH RESOURCES, INC.

(Exact name of small business issuer as specified in its charter)



| |  | DELAWARE                        | 98-0393071         
| |  | ------------------------------- | -------------------
| |  | (State or other jurisdiction of | (I.R.S. Employer   
| |  | incorporation or organization)  | Identification No.)





#1000 355 Burrard Street, Vancouver, BC

(Address of principal executive offices)



(604) 687-5257

(Issuer's Telephone Number)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [ X ]   No  [    ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ X ]   No  [    ]



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  As of November 30, 2005, the registrant had 26,481,004 shares of common stock, no par value, issued and outstanding.



Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]









PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS



OTISH RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

November 30, 2005

(unaudited)











|ASSETS                                                                                                         |          
|-------------------------------------------------------------------------------------------------------------- | ---------
|                                                                                                               |          
|Assets                                                                                                         |          
|                                                                                                               |          
|Cash                                                                                                           | $
1,350  
|                                                                                                               |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                           |          
|                                                                                                               |          
|Current liabilities                                                                                            | $
-      
|                                                                                                               |          
|Commitments                                                                                                    | -        
|                                                                                                               |          
|STOCKHOLDERS EQUITY:                                                                                          |          
|Preferred stock, $.01 par value, 10,000,000 shares
authorized, none issued and outstanding                     | -        
|Class A common stock, $.0001 par value, 90,000,000 shares
authorized, 26,481,004 shares issued and outstanding | 2,648    
|Class B common stock, $.0001 par value, 10,000,000 shares
authorized, none issued and outstanding              | -        
|Additional paid in capital                                                                                     | 256,752  
|Deficit accumulated during the exploration stage                                                               | (258,050)
|Total Stockholders Equity                                                                                     | 1,350    
|                                                                                                               |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                     | $
1,350  















OTISH RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF EXPENSES

Three Months Ended November 30, 2005 and 2004, and Period from

February 20, 2003 (Inception) Through November 30, 2005

(unaudited)





|                                     | Three months ended |  | Inception
Through
|------------------------------------ | ------------------ |  | -----------------
|                                     | November 30,       |  | November 30,     
|                                     | 2005               |  | 2004             
|General and administrative:          |                    |  |                  
|Operating                            | $
25               |  | $          2,142 
|Professional                         | 840                |  | 25               
|Compensation paid with stock         | -                  |  | -                
|Net loss                             | $
(865)            |  | $
(2,167)        
|                                     |                    |  |                  
|Net loss per share:                  |                    |  |                  
|Basic and diluted                    | $
(0.00)           |  | $
(0.00)         
|                                     |                    |  |                  
|Weighted average shares outstanding: |                    |  |                  
|Basic and diluted                    | 26,481,004         |  | 26,481,004       





















































OTISH RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Three Month ended November 30, 2005 and 2004, and Period from

February 20, 2003 (Inception) Through November 30, 2005

(unaudited)







|                                                                                                      |              |  |              |  | Inception   
|----------------------------------------------------------------------------------------------------- | ------------ |  | ------------ |  | ------------
|                                                                                                      |              |  |              |  | Through     
|                                                                                                      | November 30, |  | November 30, |  | November 30,
|                                                                                                      | 2005         |  | 2004         |  | 2005        
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                  |              |  |              |  |             
|Net loss                                                                                              | $
(865)      |  | $
(2,167)    |  | $
(258,050) 
|Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services | -            |  | -            |  | 202,000     
|                                                                                                      |              |  |              |  |             
|NET CASH USED IN OPERATING ACTIVITIES                                                                 | (865)        |  | (2,167)      |  | (56,050)    
|                                                                                                      |              |  |              |  |             
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                  |              |  |              |  |             
|Sale of stock                                                                                         | -            |  | -            |  | 57,400      
|                                                                                                      |              |  |              |  |             
|NET CHANGE IN CASH                                                                                    | (865)        |  | (2,167)      |  | 1,350       
|Cash balance, beginning                                                                               | 2,215        |  | 14,858       |  | -           
|Cash balance, ending                                                                                  | $
1,350      |  | $
12,691     |  | $
1,350     
|                                                                                                      |              |  |              |  |             
|SUPPLEMENTAL INFORMATION:                                                                             |              |  |              |  |             
|Cash paid for interest                                                                                | $
-          |  | $
-          |  | $
-         
|Income taxes paid                                                                                     | -            |  | -            |  | -           
|                                                                                                      |              |  |              |  |             































OTISH RESOURCES, INC.

(A EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS





NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of Otish Resources, Inc, (an exploration stage company) (Otish) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in Otishs Annual Report filed with the SEC on Form 10KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal year ended August 31, 2005 as reported in the Form 10KSB have been omitted.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS



NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Overview and Business of Otish Resources, Inc.", "Plan of Operation and Cash Requirements",  and elsewhere in this Quarterly Report on Form 10-QSB constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements.



Such factors include, among other things, those described in this Quarterly Report on Form 10-QSB. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report on Form 10-QSB.



OVERVIEW AND BUSINESS OF OTISH RESOURCES, INC.



Otish Resources, Inc. is an exploration stage company specializing in the exploration of properties in the Otish Mountain Region of Quebec.  Exploration has been focused on properties containing diamonds and other strategic minerals located in the Otish Region.  It should be noted that as an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of the Companys properties and that further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.  Further, in the event that the initial exploration indicates that its properties have diamond bearing kimberlite materials, the Company would be required to spend substantial funds to further explore the quantity and quality of this material to see if a commercially viable mineral deposit exists.  If a commercially viable mineral deposit exists upon one or more properties, the Company will require additional funds in significant amounts to proceed with any development or mining activities.



The Company initially acquired three properties located in NTS Areas 33A02 (Lac Lavallette), 23D04 (Lac Laparre) and 33A01 (Lac Barou) of the Otish Mountains diamond exploration area in Baie James Region in Northern Quebec.  The claims were staked by Mr. Lee Barker , MSc. PEng., PGeol., based on an interpretation of reprocessed Canadian government aeromagnetic survey data. All claim groups require further exploration to assess their potential to host discrete intrusives that could be similar to the diamondiferous kimberlite bodies recently discovered in the region.



The Company commenced very preliminary exploration work program on the Lac Laparre property.  The Lac Lavallette property was optioned to Diadem Resources, Inc., an exploration company, for the Summer of 2003.  Diadem has exercised its option to purchase the Lac Lavallette property.  No work was ever carried out on the Lac Barou property, and as of September 8, 2005, the Company lost the right to explore Lac Barou.



The Company did not obtain any additional financing during the Summer or Fall of 2005, and does not have sufficient funds to pursue the Lac Laparre exploration program.  As a result, Company will look at either optioning the property to another company or it will pursue other funding sources and is now examining other business options.  Although as of the time of its last filing, the Company did not believe that it was a shell company as defined under Rule 12b-2 because it had operations and assets that were greater than nominal, Companys continuing losses, including loss of the Lac Barou mining claim, are such that Company believes its assets and operations are now such that it is a shell company as defined under that Rule.  Because the Company does not have sufficient funds to proceed with further exploration, it plans to seek, evaluate and possibly enter into an acquisition or merger with candidates with operating businesses and complete an acquisition or merger with one of these candidates.  Until such event, the Company does not expect a significant change in its number of employees and does not expect to purchase or sell any significant equipment. There is no assurance such a transaction would be completed during this fiscal year or later.



RESULTS OF OPERATION AND CASH REQUIREMENTS



The Companys plan of operations for the next twelve months is to seek, evaluate, and possibly enter into an acquisition or merger with candidates with operating businesses and complete an acquisition or merger with one of these candidates, or, if such is not possible, then to obtain financing for our exploration activities.   The Company does not expect a significant change in its number of employees and does not expect to purchase or sell any significant equipment.  The Company is required to spend a minimum of $2,080 prior to March 25, 2006, if it is to carry out further exploration of the Lac  Laparre property and $829Cdn to the Quebec Government.



LIQUIDITY AND CAPITAL RESOURCES



The Company had cash of $1,350 as of November 30, 2005, compared to $12,691 as of November 30, 2004. The Company had working capital of $1,350 as of November 30, 2005, compared to $12,691 as of November 30, 2004.



The Company has not attained profitable operations and would be dependent upon obtaining financing to pursue exploration activities.  The Company does not have any external sources of liquidity such as a bank line of credit.



COMPLIANCE WITH GOVERNMENT REGULATION



The Company will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Province of Quebec. As for the initial exploration conducted during the Summer of 2003, Roscoe Postle Exploration Service obtained all necessary permits and approvals.  If the Company conducts further exploration it will be required to obtain prior approval of applicable governmental regulatory agencies. The Company cannot be certain that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known in advance.  The Companys consultants applied for and received approval to carryout the exploration phase on the Lac Laparre property.  Because the Company does not have sufficient funds, it is now actively seeking acquisition or merger candidates with operating businesses and is seeking to complete an acquisition or merger with one of these candidates during its current fiscal year.  There is no assurance such a transaction would be completed during this fiscal year or later.



EMPLOYEES



The Company has no employees as of the date of this reporting other than its sole officer. The Company conducts its business largely through agreements with consultants and arms-length third parties.



RESEARCH AND DEVELOPMENT EXPENDITURES



The Company has not incurred any research or development expenditures since our incorporation.



SUBSIDIARIES



The Company has no subsidiaries.



PATENTS AND TRADEMARKS



The Company does not own, either legally or beneficially, any patent or trademark.



REPORTS TO SECURITY HOLDERS



The Company has not provided annual reports to security holders.  However, shareholders and the general public may view and download copies of all of our filings with the SEC, by visiting the SEC site (http://www.sec.gov) and performing a search of Otish Resources, Inc.s electronic filings.



NEW ACCOUNTING PRONOUNCEMENTS



Otish does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Otishs results of operations, financial position or cash flow.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The Companys critical accounting policies are described in the Note to the Financial Statements in the Part I of this report, and in the Notes to the Financial Statements included in Otishs Annual Report filed with the SEC on Form 10KSB for the period ending 8/31/05, and this Form 10-QSB should be read in conjunction with that Annual Report.  The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.



Otishs year ends August 31, 2005.





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RISK FACTORS



1.

THE COMPANY LACKS AN OPERATING HISTORY AND HAS LOSSES WHICH ARE EXPECTED TO CONTINUE INTO THE FUTURE.



The Company was incorporated in February, 2003, as a small exploration stage company and has not achieved full operations or realized any revenues. The Company has no operating history upon which an evaluation of its future success or failure can be made.  The Companys ability to achieve and maintain profitability and positive cash flow is dependent upon:



-

the ability to locate a profitable mineral property

-

the ability to generate revenues

-

the ability to raise the capital necessary to continue exploration and development of its mining properties.



Based upon current plans, the Company expects to incur operating losses in future periods.  Expenses associated with maintaining mining leases, research, and  exploration of the Companys mineral properties are such that Companys assets are nominal. The Company cannot guarantee that it will be successful in generating revenues in the future. Failure to generate revenues could cause the Company to go out of business.



2.

THERE ARE NO PRESENT PLANS OR ARRANGEMENTS FOR ADDITIONAL FUNDS BUT, IF THE COMPANY IS NOT SUCCESSFUL IN COMPLETING A MERGER OR ACQUISITION, THE COMPANY WOULD REQUIRE ADDITIONAL FUNDS TO ACHIEVE ITS PROPOSED EXPLORATION PROGRAM AND EVEN AFTER COMPLETION, THE COMPANY WOULD NOT KNOW IF IT HAS A COMMERCIALLY VIABLE MINERAL DEPOSIT ON ITS PROPERTY WITHOUT THE EXPENDITURE OF SIGNIFICANT FUNDS.



If the Company is unsuccessful in locating a merger or acquisition candidate and completing the merger or acquisition, the Company will need to raise additional funds through public or private debt or sale of equity to fund exploration on our property.  There is no guarantee that Company will succeed in locating a merger or acquisition partner, and there are no present plans or arrangements to raise any additional funds.  Financing may not be available when needed.  Even if financing is available, it may be on terms that the Company deems unacceptable or are materially adverse to its interests with respect to dilution of book value, dividend preference, liquidation preference, or other terms.  Further, even if the Company completed the initial exploration program to identify a diamond deposit on its only remaining property, it will have to spend substantial funds on further drilling and engineering studies before it will be known if it has a commercially viable mineral deposit.  The Companys inability to obtain financing would have a material adverse effect on its ability to implement its exploration strategy, and further determination of the commercial viability of any deposit of diamonds on its property.  As a result, this could require the Company to diminish or suspend or exploration strategy and possibly cease its preliminary operations.



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3.

THE COMPANY IS A SMALL EXPLORATION STAGE COMPANY AND MUST LIMIT ITS EXPLORATION PLAN BECAUSE IT DOES NOT HAVE MUCH CAPITAL.



Because the Company does not have much capital, it must limit its exploration.  The costs associated with exploration are substantial.  The Company has only started initial exploration of one property and does not have the funds for further exploration before a final evaluation can be made as to the economic and legal feasibility before proceeding.  The Companys initial exploration activities would be considered minimal with the complete program of exploration being conducted over a minimum of at least two (2) years.  Because the Company may have to limit its exploration, it may not find diamond bearing kimberlite material even though its property may contain diamond bearing kimberlite material.



4.

THE COMPANY HAS NO KNOWN ORE OR DIAMOND RESERVES AND IT CANNOT GUARANTEE IT WILL FIND ANY DIAMOND BEARING KIMBERLITES AND IN ALL PROBABILITY ANY FUNDS SPENT ON EXPLORAITON WILL BE LOST; IF THE COMPANY FINDS COMMERCIAL MINERALS, THERE CAN BE NO GUARANTEE THAT PRODUCTION WILL BE PROFITABLE.



The Company has not identified any diamondiferous kimberlite bodies on the property and it cannot guarantee it will ever find any.  Because of the probability of an individual prospect ever having reserves is extremely remote in all probability the Companys property does not contain any reserves and any funds spent on exploration will probably be lost.  Even if the Company finds that there is diamondiferous kimberlite bodies on its property, it cannot guarantee that it will be able to recover the diamonds. Even if the Company recovers diamonds, it cannot guarantee that it will make a profit.



5.

WEATHER INTERRUPTIONS IN THE PROVINCE OF QUEBEC MAY AFFECT AND DELAY THE COMPANYS PROPOSED EXPLORATION OPERATIONS.



The Companys exploration program is in the mountains of Quebec, such that it is possible that snow or rain could cause roads leading to its mining claim to be impassible. When roads are impassible, the Company will be unable to work and pursue exploration operations.



6.

IF THE COMPANY FINDS DIAMOND BEARING KIMBERLITE MATERIAL BUT DOES NOT HAVE THE FUNDS TO PROCESS THE MATERIAL, IT COULD BE FORCED TO CEASE ITS LIMITED OPERATIONS AND SHAREHOLDERS COULD LOSE THEIR INVESTMENT.



If the Company does not locate a merger or acquisition partner and determines to continue trying to operate in the mining business, the Company may not have access to all of the supplies and materials it would need to begin or commence additional exploration, which could cause it to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as helicopters, bulldozers and excavators that the Company might need to conduct exploration. The Company has not attempted to locate or negotiate with any suppliers of products, equipment or materials for exploration activities during the Fall of 2005.   If the Company is not successful in completing a merger or acquisition, the Company would need to locate products, equipment and materials.  If the Company cannot find the products, equipment and materials it needs, it will have to suspend its exploration plans until it finds the products, equipment and materials it needs.



7.

IF THE COMPANY DOES NOT FIND THIS DIAMONDIFEROUS KIMBERLITE OR IT CANNOT REMOVE THE DIAMONDS, EITHER BECAUSE IT DOES NOT HAVE THE MONEY TO DO IT OR BECAUSE IT IS NOT ECONOMICALLY FEASIBLE TO DO IT, THE COMPANY COULD BE REQUIRED TO CEASE ITS LIMITED OPERATIONS AND SHAREHOLDERS WILL LOSE THEIR INVESTMENT.



If the Company does not successfully complete a merger or acquisition, and instead continues trying to operate in the mining business, the Company may not have enough money to complete its exploration, and as a result may have to cease or suspend any operations.  If the Company has not raised enough money to complete its exploration program, it would have to try to raise additional funds from a public offering, a private placement, or loans. At the present time, the Company has not made any plans to raise additional money and there is no assurance that it would be able to raise additional money in the future. In the event the Company needs additional money and can not raise it, it could have to suspend or cease its limited operations.



8.

BECAUSE CERTAIN OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OWN MORE THAN 50% OF THE COMPANYS OUTSTANDING COMMON SHARES AND WILL BE ABLE TO DECIDE WHO WILL BE OUR DIRECTORS, YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS.



Certain of our officers, directors and principal stockholders continue to control a significant percentage of our outstanding Common Stock. If these stockholders act together, they may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our Common Stock. This concentration of ownership may not be in the best interests of all our stockholders.



9.

LOSS OF THE COMPANYS PRESIDENT, STAN FORD, P.ENG., AND A KEY CONSULTANT SUCH AS GEORGE CARGILL, PHD.P.ENG., WOULD BE DETRIMENTAL TO THE COMPANYS MINING EXPLORATION BUSINESS.



The Companys mining exploration is dependent to a great extent upon the experience, abilities and continued services of Stan Ford, P.Eng., its sole Officer and a Director of its Board, and George Cargill, Phd.P.Eng., its independent geologist.  The loss of services of Stan Ford or George Cargill, Ph.D.Eng., could have a material adverse effect on the Companys business, financial condition or results of operation.



10.

ONE OF THE COMPANYS DIRECTORS WHO IS ITS SOLE OFFICER HAS A CONFLICT OF INTEREST IN THAT HE IS AN OFFICER AND DIRECTOR OF OTHER COMPANIES WHICH WILL PREVENT HIM FROM DEVOTING FULL-TIME TO THE COMPANYS OPERATIONS WHICH MAY AFFECT ITS OPERATIONS.



One of the Companys Directors who is its sole Officer, Stan Ford, has a conflict of interest in that he is an officer and director of other companies. Mr. Fords other activities will prevent him from devoting full-time to the Companys operations. This will slow the Companys operations and may reduce its financial results because of the slow down in operations.  Since 1990 to January 2004 Mr. Ford was the President and Chairman of the Board of Directors of Pallaum Minerals Ltd. and President and Director of International Royalties Corp.  Pallaum Minerals Ltd. is a public company and formerly traded on the TSX Venture Exchange.  International Royalties Corp. is a private company.  Mr. Ford does not expect to be able to devote more than forty (40) hours per month to the Companys operations.



11.

IF THE COMPANY UNDERTAKES EXPLORATION OF ITS MINERAL CLAIM, IT WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF ITS EXPLORATION PROGRAM.



There are several governmental regulations that materially restrict mineral exploration or exploitation. The Company will be subject to the Mining Act of Quebec as it carries out any exploration program.

The Company may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While the Companys planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase its costs of doing business and prevent it from carrying out its exploration program.



12.

THE COMPANY WOULD REQUIRE ADDITIONAL MANAGEMENT PERSONNEL WITH EXPERTISE IN MINING AND EXPLORATION IN ORDER TO ACHIEVE ITS MINING EXPLORATION BUSINESS OBJECTIVES.



If the Company is not successful in locating a merger or acquisition partner and continues trying to operate in the mining industry, the Company will require additional management, middle management and technical personnel who have previous expertise in mineral exploration in order to achieve its business objectives.  The Company may be unable to attract, assimilate or retain its highly qualified employees.  There is significant competition for qualified employees in the exploration industry.  If the Company does not succeed in attracting new personnel or retaining and motivating its current personnel, its business will be adversely affected and you will lose your investment.



13.

THE COMPANY DOES NOT EXPECT TO PAY DIVIDENDS AND NONE ARE ANTICIPATED.



To date, the Company has paid no cash dividends on its common shares.  For the foreseeable future, earnings generated from the Companys operations will be retained for use in its business and not to pay dividends.



14.

THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK AND SHAREHOLDERS MAY NOT BE ABLE TO RESELL THEIR COMMON STOCK.



Our stock is traded on the OTC Electronic Bulletin Board (OTCBB) operated by the National Association of Securities Dealers under the symbol OTRS.  There is currently no broadly-followed established trading market for our Common Stock. An "established trading market" may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. The absence of an active trading market reduces the liquidity of our shares. The trading volume of our Common Stock historically has been limited and sporadic. As a result of this trading inactivity and the exchange, the quoted price for our Common Stock on the OTCBB is not necessarily a reliable indicator of its fair market value. Further, if we cease to be quoted, holders would find it more difficult to dispose of, or obtain accurate quotations as to the market value of our Common Stock, and the market value of our Common Stock would likely decline.



15.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING THE COMPANYS COMMON STOCK DIFFICULT.



Trading in the Companys securities is subject to the Penny Stock Rules.



The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchasers written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker- dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commissions regulations concerning the transfer of penny stock. These regulations require broker-dealers to:



-

Make a suitability determination prior to selling a penny stock to the purchaser;



-

Receive the purchasers written consent to the transaction; and



-

Provide certain written disclosures to the purchaser.



These requirements may restrict the ability of broker-dealers to sell the Companys common stock and may affect your ability to resell our common stock.





ITEM 3.

CONTROLS AND PROCEDURES



(a)  Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, management including our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon, and as of the date of that evaluation, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures effectively provided reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commissions rules and forms.

(b)  Changes in internal controls.   There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation described in the preceding

PART II - OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



We are not currently a party to any legal proceedings.

Our Agent for service of process in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.



ITEM 2.

CHANGES IN SECURITIES



None



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



ITEM 5.

OTHER INFORMATION



None



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits



Exhibit 31  Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of  2002



Exhibit 32  Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of  2002



(b) Reports on Form 8-K - None





* * * * *





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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date: January 5, 2006

By:

/s/   Stan Ford

Stan Ford, Chief Executive Officer, Chief

Financial Officer, Controller, Director and

Secretary



Date: January 5, 2006

By:

/s/   Fred Cooper

Fred Cooper, Director





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signature                                                      Title                                           Date





/s/   Stan Ford

Stan Ford

Chief Executive Officer                   January 5, 2006

Chief Financial Officer

Controller, Director and

Secretary



/s/   Fred Cooper

Fred Cooper

Director                                             January 5, 2006





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