SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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): December 8, 2003
Fellows Energy Ltd.
-------------------
(Exact name of small business issuer as specified in its charter)
Nevada 000-33321 33-0967648
------ --------- ----------
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
9323 Vista Serena, Cypress, California 90630
--------------------------------------------------------------------------------
(Address of principal executive offices)
(714) 220.1806
--------------
(Issuer's Telephone Number)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 8, 2003, Fellows Energy Ltd., (the "Registrant") entered into an
agreement ("Agreement") with Diamond Oil & Gas Corporation, a Nevada corporation
("Diamond") to purchase Diamond's interests in certain oil and gas leases in
Utah ("Leases") by means of acquiring the assignment of rights that Diamond
acquired from UCM Investment Corporation in exchange for 3,500,000 shares of the
Registrant's common stock. Under the terms of the Agreement, which is due to
close by December 31, 2003, the Registrant will appoint Diamond's management to
the Registrant's Board of Directors, and the Registrant will assume the
ownership interests and exploration obligations that accompany the Leases. In
addition, Diamond will negotiate the possible acquisition of interests in other
such properties on behalf of the Registrant. One of the conditions of closing is
that the Registrant will cancel the 52,600,000 shares of its common stock owned
by its outgoing management in exchange for consideration to be determined by the
Registrant's Board of Directors, and that, prior to closing the Registrant will
raise $2,500,000 through a private placement, with an option to raise up to an
additional amount of $625,000. The Registrant has received commitments for
the $2,500,000 to be raised. In addition, Diamond shall have obtained the
consent of UCM Investement Corporation to the assignment of Diamond's interests
to the Registrant pursuant to the terms of the Agreement.
The Registrant also hopes that this transaction will increase the value of its
common stock to its shareholders, however, there is no guarantee that the
Registrant will be able to consummate the transaction with Diamond or that, if
consummated, the ownership and operation of these oil and gas leases or any
subsequently acquired interests in such leases will increase the value of its
common stock. The Registrant intends to continue providing its business
consulting services to the retail automotive fueling industry until such time as
the transaction with Diamond is consummated.
SIGNATURES
Pursuant to the requirements 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.
Fellows Energy Ltd.
December 12, 2003 By: /s/ John R. Muellerleile
-----------------------------------
John R. Muellerleile, President and
Chief Executive Officer