UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





(Mark One)[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-50140Commission File NumberEAGLE MOUNTAIN CORPORATION(Exact name of registrant as specified in its charter)Delaware
N/A(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)20333 Tomball PKY, Suite 204, Houston, Texas
77070(Address of principal executive offices)
(Zip Code)(281) 974-3041(Registrant’s  telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Exchange Act:Title of each class
Name of each exchange on which registeredn/a
n/a





Securities registered pursuant to Section 12(g) of the Exchange Act:Common Stock, $0.001 par valueTitle of  class





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes
[   ]
No
[X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.





Yes
[   ]
No
[X]





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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
[  ]
No
[X]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes
[ ]
No
[ X]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.





Yes
[   ]
No
[X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[   ]
Accelerated filer
[   ]Non-accelerated filer
[   ]
Smaller reporting company
[X](Do not check if a smaller reporting company)





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





Yes
[  ]
No
[ X]





The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $855,708 based on the closing price of $1.63 as reported as of June 30, 2015 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PAST 5 YEARS:





Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes
[   ]
No
[   ]





APPLICABLE ONLY TO CORPORATE REGISTRANTS





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.





375,620,926 common shares outstanding as of August 31, 2016





DOCUMENTS INCORPORATED BY REFERENCE





None





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TABLE OF CONTENTS





PagePART I4Item 1
Business
7Item 1A
Risk Factors
11Item 1B
Unresolved Staff Comments
11Item 2
Properties
11Item 3
Legal Proceedings
11Item 4
Mine Safety DisclosuresPART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
12Item 6
Selected Financial Data
14Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14Item 7A
Quantitative and Qualitative Disclosures About Market Risk
17Item 8
Financial Statements and Supplementary Data
17Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
19Item 9A
Controls and Procedures
19Item 9B
Other Information
20PART IIIItem 10
Directors, Executive Officers and Corporate Governance
21Item 11
Executive Compensation
22Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
25Item 13
Certain Relationships and Related Transactions, and Director Independence
26Item 14
Principal Accounting Fees and Services
27PART IVItem 15
Exhibits, Financial Statement Schedules
28SIGNATURES
29


3


ITEM 1.  BUSINESS





Forward Looking Statements




This Annual Report on Form 10-K  (“Annual Report”) contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" any of which may cause our or our industry’s 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 these forward-looking statements.




These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in the “Risk Factors” section and elsewhere in this report. All forward-looking statements speak only as of the date of this report. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties relate to, among other matters, the following:




•prices of crude oil, natural gas liquids, and refined products;




•energy prices generally;




•the general level of crude oil, natural gas, and natural gas liquids production;




•the general level of demand for crude oil, and natural gas liquids;




•the availability of supply of crude oil, natural gas liquids, and refined products for acquisition and transportation;




•the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;




•actions taken by foreign oil and gas producing nations;




•the political and economic stability of foreign oil and gas producing nations;




•political and economic risks of operating in foreign nations;




•the availability and price of marketable fuels under our initial contracts;




•governmental regulation and taxation;




•inability to attract and retain key personnel;




•the ability to renew contracts with key customers and enter into additional contracts with new customers;




•the nonpayment or nonperformance by our counterparties;




•the availability and cost of capital and our ability to access certain capital sources;




•a deterioration of the credit and capital markets;




•the ability to successfully identify and consummate strategic acquisitions, and integrate acquired assets and businesses;




•changes in applicable laws and regulations, including tax, environmental, transportation and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the impact of such laws and regulations (now existing or in the future) on our business operations;




•our inability to obtain additional financing necessary to fund our operations and capital expenditures and to meet our other obligations;




•our financial position;




•our cash flows and liquidity;




•plans, objectives, expectations and intentions contained in this report that are not historical;




•and other factors contained in Item 1A – Risk Factors




The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.





Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.





In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.





As used in this Annual Report, the terms "we," "us," “Company,” "our" and "Eagle Mountain" mean Eagle Mountain Corporation, unless otherwise indicated.




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Corporate Information





The address of our principal executive office is 20333 Tomball PKY, Suite 204, Houston, Texas 77070. Our telephone number is (281) 974-3041. Our website is http:// www.eaglemtc.com





Our common stock is quoted on the OTCMarkets under the symbol "EMTC".


The Company was incorporated under the laws of the State of Delaware on September 17, 2002 and previously known as ACL Semiconductors Inc. The Company acquired Atlantic Components Limited, a Hong Kong incorporated company (“Atlantic”) through a reverse-acquisition that was effective September 30, 2003. On September 28, 2012, the Company acquired Jussey Investments Limited, a company incorporated in British Virgin Islands (“Jussey”). The subsidiaries were held for disposal since March 31, 2014 and officially disposed on September 30, 2014, the Company disposed all of the equity interest held in ACL International Holdings Limited (“ACL Holdings”).
  After the disposal, the Company was still engaged in the sales and distribution of smartphones, electronic products and components in Hong Kong Special Administrative Region (“Hong Kong”) and the People’s Republic of China (“China” or the “PRC”).
  On April 24, 2015, the Company amended its Certificate of Incorporation to change its corporate name to Eagle Mountain Corporation.  Subsequently, on June 5, 2015  the Company and Eagle Mountain Ltd., a Belize corporation (the “Assignor”), entered into an Assignment and Assumption Agreement (the “Assumption Agreement”), pursuant to which the Assignor assigned to the Company certain debts and assets, including  (1) a controlling interest in Shale Oil International Inc. (OTC:PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc., which collectively own a strategic oil and gas model (intellectual property) covering  several thousand square miles of prospective oil and gas exploration and development acres in Louisiana, Texas and Mexico, as well as various related geophysical, geological, engineering and geochemical data sets;  (2) an opportunity to participate in and finance a trans-oil pipeline project, and (3) an agreement for a strategic cooperation regarding an integrated energy project and an opportunity to purchase and refurbish a refinery. Mr. Ehud Amir, the Chairman of the Board of the Company’s Board of Directors, and the Company’s Chief Operating Officer, is the CEO of Assignor.  Mr. Amir is also a co-founder of Texas Shale Oil Inc., a wholly owned subsidiary of the Company’s 85.39% controlled subsidiary, Shale Oil International Inc. In addition, Mr. Ronald Cormick, the Company’s Chief Executive Officer, is the President and Director of Texas Shale Oil Inc. and President and CEO of Shale Oil International Inc.  Mr. Larry Eastland, a member of the Company’s Board of Directors, is also director and Chairman of Shale Oil International Inc.
  As a result of entering into the Assignment and Assumption Agreement, the Company changed its business focus and discontinued its operation in the sales and distribution of smartphones, electronic products and components. The Company now operates in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector.
  On July 17, 2015 the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effect the increase in authorized shares of common stock and a reverse stock split. Upon filing of the Certificate of Amendment, the Company’s authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Company’s issued and outstanding common stock was automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split was applied to all shares of the Company’s common stock outstanding immediately prior to July 17, 2015, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share had their factional shares rounded up to the nearest whole number.
  The aforementioned Assumption Agreement resulted in a change of control in the Company under the terms of the certificates of designation for each of the Series B, C and D preferred stock, each series automatically converted into shares of the Company’s common stock upon the amendment to the Company’s certificate of incorporation becoming effective as set out above.  As a result, the holders of 638,509 shares of Class D and 2,050,000 shares of Class C preferred stock, converted those shares into 268,850,900 shares of our common stock effective July 17, 2015.  These shares were issued on August 24, 2015. The holder of 8,000,000 shares of Class B preferred stock surrendered 40,000,000 shares of common stock upon conversion, which shares were exchanged for 8,000,000 shares of Series E preferred stock.
  Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.





Eagle Mountain has an 85.39% controlled subsidiary,Shale Oil International Inc. (OTC: PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc. which subsidiaries hold the majority of the Company’s  assets consisting of a strategic oil and gas model covering several square miles of prospective oil and gas development acres in Louisiana, Texas and Mexico, related geophysical, geological, engineering and geochemical data and options to participate in certain pipeline and integrated energy projects.  During February 2016 we incorporated American Mining and Metals Inc. ownership, management and origination of EMTC’s mining projects and joint ventures of mineral businesses in the US and internationally.  We have not yet commenced operations in American Mining and Metals Inc. We do not plan to monetize any of the assets acquire as part of the Assignment and Assumption agreement in the current fiscal year ended December 31, 2016 due to current commodity prices.





Current Business




Our business plan is to become an international originator for large-scale Oil and Gas, other Natural Resources, and Infrastructure projects including EPC (Engineering, Procurement and Construction) consortiums and strategic partnerships. Our projects currently under negotiation include upstream, midstream, and downstream oil and gas assets as well as mining and infrastructure development deals.  We intend to emphasize value over volume in our projects, meaning having a high-value portfolio for upstream/midstream/downstream oil & gas as well as natural resources projects, investing only where the Company’s management can apply our unique set of capabilities.




Presently we hold a controlling interest in Shale Oil International Inc. (OTC:PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc., which collectively own a strategic oil and gas model (intellectual property) covering  several thousand square miles of prospective oil and gas exploration and development acres in Louisiana, Texas and Mexico, as well as various related geophysical, geological, engineering and geochemical data sets;  (2) an opportunity to participate in and finance a trans-oil pipeline project, and (3) an agreement for a strategic cooperation regarding an integrated energy project and an opportunity to purchase and refurbish a refinery.




The majority of our operations during fiscal 2015 since a restructure in June 2015 were focused on negotiating initial contracts for operation and financing of a project where under we would source, purchase and transport oil, gas and other products into foreign markets.




In January 2016, we announced the signing of a formal Heads of Agreement to pursue mutually beneficial management and financing projects in the oil, gas and natural resources industries with Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”).




5




Under the terms of the agreement, for the initial naphtha trading project, Eagle Mountain will provide sourcing, purchasing and management of transportation logistics for the oil, gas, and refined products to be delivered and sold into the Chinese market.




SPPCL is an international oil and gas trading and development company, globally engaged in a wide range of businesses in the oil industry, with extensive partnerships with many State-owned companies. The company has organized consortiums for multiple international projects in the oil, gas, petrochemical and mining industries.




Further in April of 2016 we announced a Joint-Venture Agreement between SPPCL and Eagle Mountain for oil, gas and petroleum products trading as well as an initial purchase order to purchase light naphtha through the established Joint Venture Company. The contract calls for Eagle Mountain to source and negotiate the purchase and delivery of approximately 300,000 metric tonnes of light naphtha per month for five years. At the time of the origination of the purchase order, light naphtha has been in the range of $330 to $380/tonne FOB U.S. Gulf Coast.




A subsidiary of Eagle Mountain based in Hong Kong to be formed will be joint-ventured 40/60 with a Hong-Kong subsidiary of Shandong Pusheng where the Irrevocable Documentary Letter of Credit (DLC) is established and ready to proceed with the first purchase during the early fall of 2016. Eagle Mountain is responsible for arranging the purchase and delivery of the naphtha. Shandong Pusheng is responsible for sale of the naphtha into the Southeast Asian markets, in cooperation with China’s state enterprises.




The Company will initially focus on this joint venture opportunity prior to development of its existing oil and gas and infrastructure development opportunities.




Markets and Customers





The revenues which we hope to generate by our initial operations are highly dependent upon the prices of, and supply and demand for, oil, gas, naphtha and other hydrocarbons, as well as our ability to source these resources. The price we purchase at and/or receive for oil, gas and naphtha sales depends on numerous factors beyond our control, including seasonality, the condition of the domestic and global economies, particularly in the manufacturing sectors, political conditions in other oil producing countries, the extent of domestic and global production and imports of oil, the proximity and capacity of pipelines and other transportation facilities, supply and demand for oil, the marketing of competitive fuels and the effects of federal, state and local regulation, as well as regulation in the countries in which we intend to commence operations. The oil and gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.


As of December 31, 2015 we have not yet made any purchases or sales of hydrocarbons.





Competition





The oil and gas industry and the natural resource industry are highly competitive, and we may compete for personnel, prospective properties, producing properties and services with a substantial number of other companies that have greater resources. In our planned joint venture operations, we will compete with larger and more experienced corporations in the sourcing of oil, gas and refined products, and the logistics related to transportation and delivery. Many of these companies explore for, produce and market oil and gas and other natural resources directly, carry on refining operations and market the end products on a worldwide basis. We also face competition from alternative fuel sources, including coal, heating oil, imported LNG, nuclear and other nonrenewable fuel sources, and renewable fuel sources such as wind, solar, geothermal, hydropower and biomass. Competitive conditions may also be substantially affected by various forms of energy legislation and/or regulation considered from time-to-time by the United States government and other international regulations. It is not possible to predict whether such legislation or regulation may ultimately be adopted or its precise effects upon our future operations. Such laws and regulations may, however, substantially increase the costs of for acquiring, developing or producing oil, gas or other natural resources and may prevent or delay the commencement or continuation of our operations.





Regulation





The oil and gas industry in the Globally and in the United is subject to extensive regulation by various levels of government authorities in each respective jurisdiction. In each operating location, rules, regulations and procedures apply, including those issued at the state, provincial and national government level.  There are various agencies and commissions which regulate exploration, production and midstream activities as well as transportation and environmental concerns. These authorities have various permitting, licensing and bonding requirements which may be applicable to our current and future operations. Various remedies are available for enforcement of these rules, regulations and procedures in each jurisdiction, including fines, penalties, revocation of permits and licenses, and reporting requirements.  While our initial operations will rely on third party service providers that are established global operators in our industry, we cannot be assured we will not incur liability for fines, penalties or other remedies that are available to these national, state and local authorities. However, we believe that joint venture partners, suppliers and service providers are in material compliance with national, state and local rules, regulations and procedures, and that continued substantial compliance with existing requirements will not have a material adverse effect on our financial position, cash flows or results of operations.





Risk relating to China





Our initial joint-venture for oil, gas and petroleum products trading will be established in China and our initial revenue will be primarily derived from these operations. Accordingly, our financial condition and results of operations are subject to a significant degree to economic, political and legal developments in China. Political and economic policies in China could affect our business in unpredictable ways. We have not yet assessed the possible impact of a wide number of risks to our initial operations as a result of operating in China and we cannot predict whether changes to China's political, economic and social conditions, laws, regulations and policies will have any adverse effect on our current or future business or operational results.




Employees




As of December 31, 2015, we had one employee.  Additionally, our officers and directors provide services under independent consulting contracts.




Available Information




We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other documents with the SEC under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including Approach, that file electronically with the SEC. The public can obtain any document we file with the SEC at www.sec.gov. Information contained on or connected to our website is not incorporated by reference into this Form 10-K and should not be considered part of this report or any other filing that we make with the SEC.




6


ITEM 1A.    RISK FACTORS




You should carefully consider the risk factors set forth below as well as the other information contained in this report before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition and results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only ones we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition and results of operations. Our risk factors relative to our initial area of operations are focused on our current plan of operations and may not include other material risks we will experience when and if we expand our operations.




Our business depends on the availability of supply of crude oil, natural gas liquids, and refined products for purchase in international markets which is dependent on the ability and willingness of other parties to explore for and produce crude oil and natural gas. Spending on crude oil and natural gas exploration and production may be adversely affected by industry and financial market conditions that are beyond our control including, without limitation, (1) prices for crude oil, condensate, and natural gas liquids, (2) crude oil and natural gas producers having success in their operations, (3) continued commercially viable areas in which to explore and produce crude oil and natural gas, (4) the availability of liquids-rich natural gas needed to produce natural gas liquids, and (5) the availability of transportation and storage capacity.





Our business depends on global spending by the oil and natural gas industry, and this spending and our future business may be adversely affected by industry and financial market conditions and existing or new regulations, such as those related to environmental matters, that are beyond our control.





We depend on the ability and willingness of other entities to make operating and capital expenditures to explore for, develop, and produce crude oil and natural gas globally, and to extract natural gas liquids from natural gas as well as the availability of necessary pipeline transportation and storage capacity to bring products to market. Customers’ expectations of lower market prices for crude oil and natural gas, as well as the availability of capital for operating and capital expenditures, may cause them to curtail spending, thereby reducing business opportunities and demand for our services and equipment. Actual market conditions and producers’ expectations of market conditions for crude oil, condensate and natural gas liquids may also cause producers to curtail spending, thereby reducing business opportunities and demand for our services.





Industry conditions are influenced by numerous factors over which we have no control, such as the availability of commercially viable geographic areas in which to explore and produce crude oil and natural gas, the availability of liquids-rich natural gas needed to produce natural gas liquids, the supply of and demand for crude oil and natural gas, environmental restrictions on the exploration and production of crude oil and natural gas, such as existing and proposed regulation of hydraulic fracturing, domestic and worldwide economic conditions, political instability in crude oil and natural gas producing countries and merger and divestiture activity among our current or potential customers. The volatility of the oil and natural gas industry and the resulting impact on exploration and production activity could adversely impact the level of drilling activity. This reduction may cause a decline in business opportunities or the demand for our services, or adversely affect the price of our services. Reduced discovery rates of new crude oil and natural gas reserves in our market areas also may have a negative long-term impact on our business, even in an environment of stronger crude oil and natural gas prices, to the extent existing production is not replaced.





The crude oil and natural gas production industry tends to run in cycles and may, at any time, cycle into a downturn; if that occurs, the rate at which it returns to former levels, if ever, will be uncertain. Prior adverse changes in the global economic environment and capital markets and declines in prices for crude oil and natural gas have caused many customers to reduce capital budgets for future periods and have caused decreased demand for crude oil and natural gas. Limitations on the availability of capital, or higher costs of capital, for financing expenditures have caused and may continue to cause customers to make additional reductions to capital budgets in the future even if commodity prices increase from current levels. These cuts in spending may curtail drilling programs and other discretionary spending, which could result in a reduction in business opportunities and demand for our services, the rates we can charge and our utilization. In addition, certain of our customers could become unable to pay their suppliers, including us. Any of these conditions or events could materially and adversely affect our consolidated results of operations.




Competition in the oil and gas industry is intense, and most of our competitors have resources that are greater than ours.




We operate in a highly competitive environment for sourcing, marketing and transporting oil, gas, liquids and refined products.  Most of our competitors are major state owned and large independent oil and gas or commodity marketing companies that have financial, technical and personnel resources substantially greater than ours. Those companies may be able to more easily source supply and delivery of commodities and have opportunities our lack of financial or personnel resources restrict. Our ability to develop and operate our current projects, and acquire additional contracts and projects in the future will depend on our ability to hire and retain qualified personnel and consummate transactions and in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and gas industry. We may not be able to compete successfully in the future in attracting and retaining qualified personnel, securing contracts,  marketing oil, gas and refined products and raising additional capital.





Declining oil and natural gas prices could adversely impact our results of operations





Oil, gas and liquids prices experienced a sharp decline during the second half of calendar year 2014. During calendar year 2015, prices remained low and trended down during the second half of the year and into the first quarter of calendar year 2016.  The sharp decline in crude oil, gas and liquids prices has reduced the incentive for producers to expand production. If prices remain low, resultant declines in production could adversely impact volumes available for sourcing, purchase and delivery under our initial contracts with our joint venture partner.





Our profitability could be negatively impacted by price and logistical issues out of our control as we source supply for our customer(s)





Souring, purchase, resale and transportation of crude oil, liquids, and refined products are “margin-based” businesses in which our realized margins will depend on the differential of sales prices over our total supply costs. Our profitability will therefore be sensitive to changes in product prices caused by changes in supply, transportation, storage capacity or other market conditions.





We will attempt to obtain a certain margin of profitability for our sourced purchases. However, market, weather or other conditions beyond our control may disrupt our expected supply of product, and we may be required to obtain supply at increased prices that cannot be passed through to our customers. In general, product supply contracts permit suppliers to charge posted prices at the time of delivery or the current prices established at major storage points, creating the potential for sudden and drastic price fluctuations. Sudden and extended wholesale price increases could reduce our margins and could, if continued over an extended period of time, reduce demand by our end customers.





We will seek to mitigate this risk by entering into supply contracts but this may not mitigate our associated commodity price risk.





Our business would be adversely affected if our method of transport is interrupted.





In our initial naphtha transaction, we are completing a CIF contract in which delivery of product is the responsibility of the seller. However, we anticipate FOB contracts in which we use third-party transport services for product sourced under our supply agreements and we may use third-party facilities to store our products. Any significant interruption in the service by any third party transport company and/or to storage facilities would adversely affect our ability to obtain products from our suppliers or deliver products to our customers.





7


If we are unable to purchase product from our principal suppliers, our results of operations would be adversely affected.





If we are unable to purchase product from significant suppliers, our failure to obtain alternate sources of supply at competitive prices and on a timely basis would adversely affect our ability to satisfy customer demand, reduce our revenues and adversely affect our consolidated results of operations.





The fees charged to customers under our agreements with them for the supply, transportation and marketing of crude oil, condensate, natural gas liquids and other refined products may not escalate sufficiently to cover increases in costs and this would affect our profitability.





Our costs may increase at a rate greater than the rate that the fees that we charge to customers increase pursuant to our contracts with them. Additionally, some customers’ obligations under their agreements with us may be permanently or temporarily reduced upon the occurrence of certain events, some of which are beyond our control, including force majeure events wherein the supply of crude oil, condensate, and/or natural gas liquids are curtailed or cut off. Force majeure events include (but are not limited to) revolutions, wars, acts of enemies, embargoes, import or export restrictions, strikes, lockouts, fires, storms, floods, acts of God, explosions, mechanical or physical failures of our equipment or facilities of our customers. If the escalation of fees is insufficient to cover increased costs or if any customer suspends or terminates its contracts with us, our profitability could be materially and adversely affected.





Our industry is subject to federal, state, provincial and local laws and regulations with respect to environmental, safety and other regulatory matters and the cost of compliance with, violation of or liabilities under, such laws and regulations could adversely affect our profitability.





Our planned operations involving the sourcing, purchase and supply of crude oil, condensate, natural gas liquids, and refined products, are subject to stringent federal, state, provincial and local laws and regulations relating to the protection of natural resources and the environment, health and safety, waste management, and transportation and disposal of such products and materials. Our suppliers carry similar risks of leakage and sudden or accidental spills of crude oil, natural gas liquids, and hydrocarbons. Liability under, or violation of, environmental laws and regulations could result in, among other things, the impairment or cancellation of operations, injunctions, fines and penalties, reputational damage, expenditures for remediation and liability for natural resource damages, property damage and personal injuries, all of which may impact our results of operations.





We expect to contract with third parties for various modes of transportation to carry distillates and crude oil including trucks, railcars and barges, each of which is subject to regulation in each jurisdiction of operation. In addition, under certain environmental laws, we could be subject to strict and/or joint and several liability for the investigation, removal or remediation of released materials depending on the terms of our supply contracts and transportation methods. As a result, these laws could cause us to become liable for the conduct of others, regardless of whether we were responsible for those actions, or if such actions were in compliance with all applicable laws at the time of those actions. While we intend to take actions to mitigate the risks of contracts with third parties, we may be subject to risks we are not able to successfully mitigate.





Implementation of risk management procedures will not eliminate all commodity risk, basis risk, or risk of adverse market conditions which can adversely affect our financial position and results of operations.





We intend to establish a market risk policy where under we will lock in a margin for the commodities we purchase by selling such commodities for physical delivery to our customers on a specific contract by contract basis.  We do not intend to purchase and hold inventory for future sale. By entering into contracts with a specific inventory purchase and established contract to sell inventory basis, we seek to maintain a position that is substantially balanced between purchases on the one hand, and confirmed inventory sale on the other hand. These policies and practices cannot, however, eliminate all risks. For example, any event that disrupts our anticipated physical supply of commodities could expose us to risk of loss resulting from the need to cover obligations required under contracts for forward sale. Additionally, we can provide no assurance that our processes and procedures will detect and/or prevent all violations of our risk management policies and procedures, particularly if deception or other intentional misconduct is involved.





Basis risk describes the inherent market price risk created when a commodity of certain grade or location is purchased, sold or exchanged as compared to a purchase, sale or exchange of a like commodity at a different time or place. Transportation costs and timing differentials are components of basis risk. In a backwardated market (when prices for future deliveries are lower than current prices), basis risk is created with respect to timing. In these instances, physical inventory generally loses value as price of such physical inventory declines over time. Basis risk cannot be entirely eliminated, and basis exposure, particularly in backwardated or other adverse market conditions, can adversely affect our consolidated financial position and results of operations.





The counterparties to our commodity derivative and physical purchase and sale contracts may not be able to perform their obligations to us, which could materially affect our cash flows and results of operations.





We encounter risk of counterparty nonperformance in our businesses. Disruptions in the supply of product and in the crude oil and natural gas commodities sector overall for an extended or near term period of time could result in counterparty defaults on our derivative and physical purchase and sale contracts. This could impair our ability to obtain supply to fulfill our sales delivery commitments or obtain supply at reasonable prices, which could result in decreased gross margins and profitability.





Reduced demand for refined products could have an adverse effect our results of operations.





Any sustained decrease in demand for refined products in the markets we serve could reduce our cash flow. Factors that could lead to a decrease in market demand include:





•
a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel, and travel;





•
higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;





•
an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;





•
an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products; and





•
the increased use of alternative fuel sources, such as battery-powered engines.





A loss of a key customer could materially or adversely affect our results of operations.





We have only recently entered into our first procurement and supply contract and we expect to continue to depend on key customers to support our revenues for the foreseeable future. The loss of any key customer, failure to renew contracts upon expiration, or a sustained decrease in demand by key customers could result in a substantial loss of revenues and could have a material and adverse effect on our consolidated results of operations.





8


Certain of our operations are conducted through joint ventures which have unique risks.





Certain of our operations will be conducted through joint ventures. With respect to our joint ventures, we share ownership and management responsibilities with partners that may not share our goals and objectives. Differences in views among the partners may result in delayed decisions or failures to agree on major matters, such as large expenditures or contractual commitments, the construction or acquisition of assets or borrowing money, among others. Delay or failure to agree may prevent action with respect to such matters, even though such action may serve our best interest or that of the joint venture. Accordingly, delayed decisions and disagreements could adversely affect the business and operations of the joint ventures and, in turn, our business and operations. From time to time, our joint ventures may be involved in disputes or legal proceedings which may negatively affect our investments. Accordingly, any such occurrences could adversely affect our consolidated results of operations, financial position and cash flows.





Our marketing operations depend on the availability of transportation and storage capacity.





Our product supply will be transported and stored on facilities owned and operated by third parties. Any interruption of transport or storage companies or adverse change in the terms and conditions of service could have a material adverse effect on our ability, and the ability of our customers, to transport products and have a corresponding material adverse effect on our revenues.





The risk of terrorism and political unrest in various energy producing regions may adversely affect the economy and the price and availability of products.





An act of terror in any of the major energy producing regions of the world could potentially result in disruptions in the supply of crude oil and natural gas which could have a material impact on the availability and price of propane. Terrorist attacks in the areas of our operations could negatively impact our ability to transport propane to our locations. These risks could potentially negatively impact our consolidated results of operations.





We depend on the leadership and involvement of key personnel for the success of our businesses.





We have certain key individuals in our senior management who we believe are critical to the success of our business. The loss of leadership and involvement of those key management personnel could potentially have a material adverse impact on our business.




Future economic conditions in the U.S. and international markets could materially and adversely affect our business, financial condition and results of operations.




The U.S. and other world economies continue to experience the after-effects of a global recession and credit market crisis. More volatility may occur before a sustainable growth rate is achieved either domestically or globally. Even if such growth rate is achieved, such a rate may be lower than the U.S. and international economies have experienced in the past. Global economic growth drives demand for energy from all sources, including fossil fuels. A lower, future economic growth rate will result in decreased demand for our oil production and lower commodity prices, and consequently reduce our revenues, cash flows from operations and our profitability.




Our business requires significant capital expenditures and we may not be able to obtain needed capital or financing on satisfactory terms or at all.




Our planned operational activities require substantial capital expenditures. We intend to fund our capital expenditures through a combination of financing contracts, borrowings under credit facilities, if possible,  and public equity financings. Future cash flows are subject to a number of variables, including our success in establishing cash flow from operations. We do not expect our cash flow from operations to be sufficient to cover our current expected capital expenditure budget and we may have limited ability to obtain the additional capital necessary to sustain our operations at current levels. We may not be able to obtain debt or equity financing on favorable terms or at all. The failure to obtain financing could cause us to scale back our operations, which in turn could lead to the failure of our business plan.




Our growth depends on the success of our initial agreement with joint venture partner Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”) for the sourcing, purchasing and management of transportation logistics for oil, gas, and refined products to be delivered and sold into the Chinese market which has no operational history and is subject to change.




We have only recently entered into a formal agreement in our planned area of operations. The success of our growth will depend on our ability to successfully conclude this agreement, establish a joint venture, secure financing and commence sales of sourced commodities.  While we believe we have the personnel and experience to conclude these transactions and commence sales, there is no guarantee we will be able to perform under this agreement, which would have a material adverse effect on our business, financial condition and results of operations.We may not be able to compensate for, or fully mitigate, these risks.




RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES





If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.





We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. If we cannot assess our internal control over financial reporting as effective, investor confidence and share value may be negatively impacted.





In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.





9


Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.





Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language, or XBRL. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.





Because of the early stage of development and the nature of our business, our securities are considered highly speculative.





Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have not generated any revenues nor have we realized a profit from our -operations to date and we may not generate any revenues or realize any profits in the short term.   Any profitability in the future from our business will be heavily dependent upon our ability to perform under joint venture contracts recently secured.  Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.





We may, in the future, issue additional common shares that would reduce investors’ percent of ownership and may dilute our share value.





The future issuance of common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common shares held by our investors, and might have an adverse effect on any trading market for our common shares.





The Market for Penny Stock has suffered in recent years from patterns of fraud and abuse





Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.





Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and are subject to the penny stock rules thereby potentially limiting the liquidity of our shares.




Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "penny stocks". A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.  Our shares are quoted on the OTC Pink Marketplace.  NASD broker-dealers who act as market makers for our shares generally facilitate purchases and sales of our shares.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.




Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.




In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.





Our common stock may experience extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.





Our common stock may be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): (i) the trading volume of our shares; (ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or failure to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price and volume fluctuations of publicly-trading and particularly, microcap companies.





Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTCQB and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.





We have not and do not intend to pay any cash dividends on our common shares and, consequently, our stockholders will not be able to receive a return on their shares unless they sell them.





We intend to retain any future earnings to finance the development and expansion of our business. We have not, and do not, anticipate paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.





A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.





A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.




10





ITEM 1B.    UNRESOLVED STAFF COMMENTS




As of the date of this filing, we have no unresolved comments from the staff of the SEC.





ITEM 2.   PROPERTIES





Our Executive Offices:





Our principal office is located at 20333 Tomball PKY, Suite 204, Houston, Texas 77070. Our telephone number is (281) 974-3041. Our website is http:// www.eaglemtc.com.





ITEM 3.  LEGAL PROCEEDINGS





We know of no material, active or pending legal proceedings against our Company, nor of any legal proceedings that a governmental authority is contemplating against us.





ITEM 4.  MINE SAFETY DISCLOSURES




Not Applicable.


11


PART II





ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters




Market Information






The Company's common stock is currently quoted on the OTC Markets under the trading symbol “EMTC”.  Following is information on high and low closing bid prices to report for the fiscal year ended December 31, 2015 and December 31, 2014.





Quarter
High ($)
Low ($)Quarter ended 12/31/2015
1.42
0.770107/31/2015 thru 09/30/2015(after a 1 for 18 reverse split)
1.40
0.2807/01/2015 thru 07/31/2015
0.095
0.0551Quarter ended 06/30/2015
0.11
0.01Quarter ended 03/31/2015
0.02
0.0051Quarter ended 12/31/2014
0.02
0.01Quarter ended 09/30/2014
0.01
0.01Quarter ended 06/30/2014
0.02
0.01Quarter ended 03/31/2014
0.03
0.01





The above information was taken from information as posted on OTC Markets.  The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.





Holders





As of December 31, 2015 there were 303 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).





Dividends





We have never declared or paid dividends on our common stock.  We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.





Equity Compensation Plans





The company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future.  Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.





Transfer Agent





The transfer agent for the common stock is Action Stock Transfer, Inc. The transfer agent’s address is 2469 E. Fort Union Blvd, Suite 214, Salt Lake City UT 84121, and its telephone number is (801) 274-1088.





Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities





Recent Sales of Unregistered Securities:





Subsequent to the fiscal year ended December 31, 2015 the Company issued the following  securities:




12


Issuances pursuant to Regulation S





On January 4, 2016 the Company issued 8,000,000 shares of common stock to a third party in respect of a share purchase agreement where under the purchaser had the option to acquire shares at a price of $0.01 per share.  The Company received cash proceeds of $80,000 prior to the fiscal year end in respect of this share purchase agreement.  No underwriters were utilized in connection with this sale of securities.





On January 6, 2016 the Company issued a total of 25,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were issued prior to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.





On January 21, 2016, the Company issued a total of 13,000,000 shares at $0.05 in respect to certain convertible notes entered into during fiscal 2015 which came due and payable September 1, 2015 to two individual investors.





On January 23, 2016 the Company issued 700,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.





On January 23, 2016 the Company issued 2,000,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.





On January 23, 2016 a shareholder of the Company returned a total of 8,895,000 common shares for reissue.  Upon receipt the shares were canceled and returned to treasury pending instruction for reissue from the shareholder.





On March 9, 2016 the Company issued 1,000,000 shares to a private individual in respect of a private placement at $0.10 per share for total cash proceeds of $100,000.





On March 10, 2016 the Company issued a total of 10,000,000 shares of common stock in respect of the acquisition of an engineering, construction and procurement project in the country of Cyprus.  A further 4,900,000 shares were issued to a consultant in respect of this transaction on April 5, 2016.





On April 5 and April 7, 2016 respectively, the Company issued a total of 5,500,000 shares to an individual and a corporate entity as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue.





On May 5, 2016 the Company issued a total of 1,500,000 shares to five individuals as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue.  A total of 40,000 shares remained available for reissue as at the date of this report in respect to the share surrender and reissue request.





Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption there from and we are required to refuse to register any transfer that does not comply with such requirements.





Issuances pursuant to Regulation D





On January 6, 2016 the Company issued a total of 25,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were issued prior to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.





On January 23, 2016, the Company issued a total of 2,500,000 shares of common stock to a private individual in respect to an agreement for services.





The foregoing issuances of securities were exempt from registration pursuant to Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and Regulation D promulgated thereunder. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. The purchaser represented to the Company that they were purchasing the securities for their own account and not for the account of any other persons. The purchasers were provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.





Issuer Purchases of Equity Securities





There were no repurchases of common stock for the year ended December 31, 2015.


13


ITEM 6.  SELECTED FINANCIAL DATA





The Company is a smaller reporting company and is not required to provide this information.





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward Looking Statements





This current report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.





In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").





Results of Operations





On June 5, 2015 the Company and Eagle Mountain Ltd., a Belize corporation (the “Assignor”), entered into an Assignment and Assumption Agreement (the “Assumption Agreement”) as more particularly described in the financial statements included herein. As a result of the Assumption Agreement, the Company now operates in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector, and discontinued its operation in the sales and distribution of smartphones, electronic products and components.





The following tables set forth the comparison of the audited consolidated statements of operations data for the year ended December 31, 2015 and 2014 and should be read in conjunction with our financial statements and the related notes appearing elsewhere in this document.





The results of the continuing operations are as follows:





Year Ended December 31,2015


2014


DifferenceRevenue

$
-


$
-


$
-Operating expensesDepreciation


20,070



-



20,070Exploration expenses


334,182



-



334,182Professional fees


466,069



-



466,069General and administrative expenses


4,631,046



-



4,631,046Total operating expenses


(5,451,367
)


-



(5,451,367
)Other expenses (income)Interest expenses


(1,195,235
)


-



(1,195,235
)Interest income


5,317



-



5,317Impairment of goodwill


(604,163,185
)


-



(604,163,185
)Loss on debt settlement


(105,233,144
)


-



(105,233,144
)Gain on debt forgiveness


255,690



-



255,690Other Income (expenses)


(710,330,557
)


-



(710,330,557
)Net Income (loss) from continuing operations


(715,781,924
)


-



(715,781,924
)





14


The results of the discontinued operations are as follows:


Year Ended December 31,2015


2014


DifferenceNet sales

$
-


$
1,013,241


$
(1,013,241
)Costs of sales


-



1,113,533



(1,113,533
)Gross profit (loss)


-



(100,292
)


100,292Operating ExpensesSelling and distribution costs


-



118,365



(118,365
)General and administrative expenses


-



409,106



(409,106
)Total operating expenses


-



527,471



(527,471
)Income (loss) from operation


-



(627,763
)


627,763Other income (expenses)


(73,909
)


12,726,285



(12,800,194
)Income (loss) from discontinued operations


(73,909
)


12,098,522



(12,172,431
)





Comparison of the Years Ended December 31, 2015 and 2014





The Company did not generate any revenue in the fiscal years ended December 31, 2015 and 2014.





Exploration Expenses
 
 During the year ended December 31, 2015 the Company incurred $334,182 in exploration expenses (2014- $Nil) with respect to our newly acquired business operations in the oil and gas sector.
 
 Professional Fees
 
 During the year ended December 31, 2015 the Company incurred $466,069 respectively in professional fees paid for legal, accounting, audit and other professional expense compared to $Nil in the prior comparative period.
 
 The Company expects to continue to incur substantive additional professional fees as we move to evaluate recently acquired resource based assets, negotiate agreements with third parties to monetize these assets and undertake financings to meet our operational overhead and planned exploration expenses.
 
 General and Administrative expenses
 
 During the year ended December 31, 2015 the Company incurred general and administrative expenses of $4,631,046 as compared to $Nil in the prior comparative period.  General and administrative expenses include travel and entertainment expense, office expense, rent and other overhead, transfer agent and filing fees and fees paid to consultants.
 
 Other Expenses
 
 During the year ended December 31, 2015 the Company reported impairment of goodwill with respect to an Assumption Agreement more particularly described in the financial statements contained herein of $604,163,185 as a result impairment testing conducted by management at the acquisition date.  In addition, the Company recorded a loss on the settlement of certain acquired debts of $105,233,144 as a result of the issuance of shares of convertible class D preferred stock.
 
 In addition, we recorded interest expense of $1,195,235 in respect of certain convertible notes payable, including amortization of the debt discount.  We also recorded interest income of $5,317 in regard to certain loans and advances receivable, with no similar expenses in the prior comparative three and nine month periods.
 
 Discontinued operation
 
 Net sales and costs of sales from discontinued operations totaled $nil in the year ended December 31, 2015, compared to net sales of $1,013,241 and costs of sales of $1,113,533 in the year ended December 31,2 014. Expenses from discontinued operations totaled $nil in the year ended December 31, 2015 (net income of $12,726,285 – 2014 as a result of a gain on the disposal of certain assets).





15


Critical Accounting Policies





The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in Note 2 to our Audited Financial Statements contained herein.





Liquidity and Capital Resources





Our principal sources of liquidity are cash from operations, bank lines of credit and credit terms from suppliers. Our principal uses of cash have been for operations and working capital. We anticipate these uses will continue to be our principal uses of cash in the future.





As of December 31, 2014, the Company had no lines of credit and loan facilities available for drawdown as short-term loans repayable within 90 days due to the disposal of ACL Holdings on September 30, 2014. Detailed disclosures regarding our outstanding credit facilities are set forth in Notes 7 and 8 of the Notes to Consolidated Financial Statements, including the amounts of the facilities, outstanding balances, interest rates, maturity periods (for long term loans) and pledge of assets.





Our ability to draw down under our various credit and loan facilities is, in each case, subject to the prior consent of the relevant lending institution to make advances at the time of the requested advance and each facility (other than with respect to certain long term mortgage loans) is payable within 90 days of drawdown. Accordingly, on a case by case basis, we may elect to terminate or not renew several of our credit facilities if significant reduction in our available short term borrowings that we do not deem it is commercially reasonable.





At December 31, 2015, we had total current assets of $41,078 including $16,825 cash on hand, interest receivable of $10,255, and other current assets of $13,998, as compared to $Nil total current assets in the comparative period ended December 31, 2014.  Current liabilities from continuing operations totaling $3,052,456 at December 31, 2015 include $1,277,786 from accounts payable and accrued liabilities, $585,510 in advances from third parties, $675,000 in convertible notes payable, net, $34,160 in loans payable, deferred revenue of $350,000, $50,000 in liability for unissued shares and $80,000 in deposit for stock option, compared to $Nil current liabilities from continuing operations at December 31, 2014.  Presently we rely on advances from third parties, sale of common stock and convertible loans from qualified investors to fund our general operating expenses.





The short-term borrowings from banks and other financial institutions to finance the cash flow required to finance the purchase of products from our suppliers must be made a day in advance of the release of goods from suppliers’ warehouse before receiving payments from customers upon physical delivery of such goods in Hong Kong which, in most instances, take approximately two days from the date of such delivery.





The following factors, among others, could have a negative impact on the Company’s results of operations and financial position: the termination or change in terms of the banking facilities; pricing pressures in the industry; a continued downturn in the economy in general or in the memory products sector; an unexpected decrease in demand for certain memory products; the Company’s ability to attract new customers; an increase in competition in the related markets; and the ability of some of the Company’s customers to obtain financing.





Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this report to conform them to actual results or to make changes in our expectations.





Net Cash Provided by Operating Activities





In the year ended December 31, 2015, net cash used by continuing activities amounted to $1,119,526 while net cash used for continuing activities in the year ended December 31, 2014, amounted to $nil,





In the year ended December 31, 2015, net cash used by discontinued activities amounted to $nil while net cash provided for discontinued activities in the year ended December 31, 2014, amounted to $1,615,830.





Net Cash Provided by Investing Activities





In the year ended December 31, 2015, net cash used by continuing activities amounted to $243,649 while net cash used by continuing activities in the year ended December 31, 2014, amounted to $nil.





In the year ended December 31, 2015, net cash provided by discontinued activities amounted to $nil while net cash provided for discontinued activities in the year ended December 31, 2014, amounted to $11,738,454.





Net Cash Used for Financing Activities





In the year ended December 31, 2015, net cash provided by continuing activities amounted to $1,380,000 while net cash used by continuing activities in the year ended December 31, 2014, amounted to $nil.





In the year ended December 31, 2015, net cash provided by discontinued activities amounted to $nil while net cash used for discontinued activities in the year ended December 31, 2014, amounted to $13,585,403.





16


Contractual Obligations





None.





Off-Balance Sheet Arrangements





As of December 31, 2015 and 2014, we had no relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off balance sheet arrangements, or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.





Related Party Transactions





Transactions with Ronald Cormick, CEO, Officer and Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 Mr. Ronald Cormick as consulting fees.
 
 During the period ended December 31, 2015, Mr. Ronald Cormick advanced $320,121 to the Company’s subsidiary TSO. As of December 31, 2015, $409,834 remained on the balance sheets as advances.
 
 Transactions with Ehud Amir, COO, Officer and Director of the Company
 
 During the period ended December 31, 2015, Mr. Ehud Amir advanced $6,475 to the Company’s subsidiary TSO. as of December 31, 2015, $6,475 was on the balance sheets as advances.
 
 Transactions with Haley Manchester, CFO, Officer of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 to Mr. Haley Manchester as consulting fees.
 
 Transactions with Larry Eastland, Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company accrued $150,000 consulting fees from Mr. Larry Eastland. As of December 31, 2015, $150,000 was on the balance sheets as accounts payable and accrued liabilities.





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The Company is a smaller reporting company and is not required to provide this information.





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





All financial information required by this Item is attached hereto below beginning on page F-1.





17





EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)








REPORT AND CONSOLIDATED FINANCIAL STATEMENTS





December 31, 2015 AND 2014


(Stated in US Dollars)








PageReport of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statement of Changes in Stockholders’ Deficit
F-4Consolidated Statements of Cash Flows
F-5Notes to Consolidated Financial Statements
F-6 to F-18








18


DCAW (CPA) Limited
 CERTIFIED PUBLIC ACCOUNTANTS
 7/F, Nan Dao Commercial Building
 359-361 Queen’s Road Central, Hong Kong
 Tel : 852-2851 7954
 Fax: 852-2545 4086
 
 
 To:
The board of directors and stockholders of

Eagle Mountain Corporation (F/K/A USmart Mobile Device Inc.) (“the Company”)
 
 Report of Independent Registered Public Accounting Firm
 
 We have audited the accompanying consolidated balance sheets of Eagle Mountain Corporation (F/K/A USmart Mobile Device Inc.) and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
 We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Eagle Mountain Corporation as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
 The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These factors as discussed in Note 18 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 Hong Kong
DCAW (CPA) LimitedSeptember 9, 2016
Certified Public Accountants
 F-1
 
 
 
 
 
 
 
 EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 
 Consolidated Balance Sheets
 
 As of

December 31, 2015


As of

December 31, 2014ASSETSCurrent assetsCash and cash equivalents

$
16,825


$
-Interest receivable


10,255



-Other current assets


13,998



-Total current assets


41,078



-Note receivable


258,450



-Deposit on property (Note 6)


260,000



-Computers and electronics, net


28,109



-Intangible assets (Note 6)


2,031,500



-Assets from discontinued operations (Note 5)


-



128Total other assets


2,578,059



128TOTAL ASSETS

$
2,619,137


$
128LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilitiesAccounts payable and accrued liabilities

$
1,277,786


$
-Advances


585,510



-Deferred revenue


350,000



-Convertible notes, net


675,000



-Loan payable


34,160



-Deposit for stock option


80,000Liability for unissued shares


50,000



-Total current liabilities


3,052,456



--Liabilities from discontinued operations


-



448,055Total liabilities


3,052,456



448,055Stockholders’ Equity (Deficit)Series B Convertible Preferred Stock

Par value: $0.001, 8,000,000 shares authorized, Nil shares issued and outstanding as of December 31, 2015 and December 31, 2014


-



-Series C Convertible Preferred Stock

Par value: $0.001, 2,100,000 shares authorized, nil shares issued and outstanding as of December 31, 2015 and December 31, 2014


-



-Series D Convertible Preferred Stock

Par value: $0.001, 640,000 shares authorized, nil shares issued and outstanding as of December 31, 2015 and December 31, 2014


-



-Series E Convertible Preferred Stock

Par value: $0.001, 8,000,000 shares authorized, 8,000,000 and nil shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively


8,000



-Common stock:

Par value: $0.001, 500,000,000 shares authorized, 335,365,926  shares issued and outstanding as of December 31, 2015 and December 31, 2014


335,366



2,205
*Additional paid in capital


719,779,584



4,371,203
*Exchange reserve


(3,776
)


(1,776
)Non-controlling interest in earnings of subsidiary


28,674



-Accumulated deficit


(720,581,167
)


(4,819,559
)Total stockholders’ equity


(433,319
)


(447,927
)Total liabilities and stockholders’ equity

$
2,619,137


$
128
 * The number of common stocks outstanding and additional paid in capital as at Dec 31, 2014 are retrospectively restated according to a result of a reverse stock split during period ended Jun 30, 2015.
 
 
 The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
 
  F-2
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 
 Consolidated Statements of Operations
 
 Year Ended

December 31,2015


2014Revenue

$
-


$
-Operating ExpensesDepreciation


20,070



-Exploration expenses


334,182



-Professional fees


466,069



-General and administrative expenses


4,631,046



-Total operating expenses


5,451,367



-Income (loss) from continuing operations


(5,451,367
)


-Other Income (expenses)Interest expenses


(1,195,235
)


-Interest income


5,317



-Impairment of goodwill


(604,163,185
)


-Loss on debt settlement


(105,233,144
)


-Gain on debt forgiveness


255,690



-Other Income (expenses)


(710,330,557
)


-Net Income (loss) from continuing operations


(715,781,924
)


-Net Income (loss) from discontinued operations


(73,909
)


12,059,778Net Income (loss)

$
(715,855,833)


$
12,59,778Attributable to:Non-controlling interest

$
94,225


$
-Shareholders of the Company

$
(715,761,608
)

$
12,059,778Net (Loss) Per Common Share – basic and diluted

$
(6.43
)

$
5.47Weighted average number of shares – basic and diluted


111,357,728



2,205,010
*
 
 * The number of common stocks outstanding and additional paid in capital as at Dec 31, 2014 are retrospectively restated according to a result of a reverse stock split during period ended Jun 30, 2015.
 
 The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
  F-3
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Consolidated Statements of Stockholders’ Deficit
  Series B Preferred Stock


Series C Preferred Stock


Series D Preferred Stock


Series E Preferred Stock



Common Stock



Additional


Reserve


Accumulated


Non-Controlling


TotalNumber


Amount


Number


Amount


Number


Amount


Number


Amount


Number


Amount



Paid in Capital





Loss


InterestBalance, December 31, 2013

-


-


-


-


-


-


-


-



2,205,026



2,205



4,371,203



(1,810
)


(16,879,337
)


-



(12,507,739
)Issue of capital exchange reserve

-


-


-


-


-


-


-


-



-



-



-



34



-



-



34Net income (loss)

-


-


-


-


-


-


-


-



-



-



-



-



12,059,778



-



12,059,778Balance, December 31, 2014

-


-


-


-


-


-


-


-



2,205,026



2,205



4,371,203



(1,776
)


(4,819,559
)


-



(447,927
)Shares issued for business combination


8,000,000



8,000



2,050,000



2,050



100,000



100


-


-



50,000,000



50,000



603,473,850



-



-



-



603,534,000Shares issued for debt settlement


-



-



-



-



538,509



539


-


-



-



-



106,559,622



-



-



-



106,560,161Preferred shares converted


(8,000,000
)


(8,000
)


(2,050,000
)


(2,050
)


(638,509
)


(639
)


8,000,000



8,000



268,850,900



268,851



(266,162
)


-



-



-



-Shares issued for services


-



-



-



-



-



-



-



-



2,560,000



2,560



3,584,840



-



-



-



3,587,400Shares issued for private placement


-



-



-



-



-



-



-



-



1,000,000



1,000



99,000



-



-



-



100,000Shares issued for convertible notes


-



-



-



-



-



-



-



-



8,750,000



8,750



466,250



-



-



-



475,000Financing costs


-



-



-



-



-



-



-



-



-



-



(30,000
)


-



-



-



(30,000
)Issue of capital exchange reserve


-



-



-



-



-



-



-



-



2,000,000



2,000



-



(2,000
)


-



-



-Beneficial conversion feature associated with convertible notes


-



-



-



-



-



-



-



-



-



-



1,150,000



-



-



-



1,150,000Debt contributed to additional paid in capital


-



-



-



-



-



-



-



-



-



-



370,981



-



-



-



370,981Minority interest on business combination


-



-



-



-



-



-



-



-



-



-



-



-



-



122,899



122,899Net income (loss)


-



-



-



-



-



-



-



-



-



-



-



-



(715,761,608
)


(94,225
)


(715,855,833
)Balance, December 31, 2015


-



-



-



-



-



-



8,000,000



8,000



335,365,926



335,366



719,779,584



(3,776
)


(720,581,167
),


28,674



(433,319
)
 * The number of common stocks outstanding and additional paid in capital as at Dec 31, 2014 are retrospective restated according to a result of a reverse stock split during period ended Jun 30, 2015.
 
 
 
 See accompanying notes to the consolidated financial statements
  F-4
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Consolidated Statements of Cash Flows
 
 Year EndedDecember 31,2015


2014Cash flows from operating activities:Net income (loss) before non-controlling interest

$
(715,855,833)


$
12,059,778Add: loss from discontinued operations


73,909



(12,059,778)Adjustments to reconcile net income (loss) to cash used in operationDepreciation


20,071



-Impairment of Goodwill


604,163,185



-Amortization of debt discount


1,150,000



-Loss on debt settlement


105,233,144



-Shares issued for services rendered


3,587,400



-Gain on write-off debt


(255,690)



-Imputed interest


3,542



-Changes in current assets and liabilities:Interest receivable


(5,317)



-Prepaid expenses


(6,685)



-Accounts payable and accrued expenses


138,951



-Deferred revenue


350,000



-Advances from related parties


283,797Net cash provided (used) from continuing activities


(1,119,526)



-Net cash provided (used) from discontinued activities


-



1,615,830Net cash provided (used) from operating activities


(1,119,526)



1,615,830Cash flows from investing activities:Cash and cash equivalents acquired from acquisitions of consolidated companies


130,531



-Advances of funds to subsidiary before acquisition


(151,000)



-Loan receivable


(175,000)



-Computers and electronics


(48,180)



-Net cash provided (used) from continuing activities


(243,649)



-Net cash provided (used) from discontinued activities


-



11,738,454Net cash provided (used) from investing activities


(243,649)



11,738,454Cash flows from financing activities:Proceeds from subscription


150,000



-Proceeds from exercise option


80,000



-Proceeds from convertible notes


1,150,000



-Net cash provided (used) from continuing activities


1,380,000



-Net cash provided (used) from discontinued activities


-



(13,585,403)Net cash provided (used) from financing activities


1,380,000



(13,585,403)Net cash flows


16,825



(231,119)Cash and equivalents, beginning of period


-



231,119Cash and equivalents, end of period

$
16,825


$
-Supplemental cash flow disclosures:Cash paid for interest

$
-


$
-Cash paid for income taxes

$
-


$
-Supplemental non-cash investing activities:Non- cash net assets acquired, Assumption Agreement:Interest receivable

$
4,938


$
-Other receivable


7,313



-Note receivable


83,450



-Deposit on property


260,000



-Intangible assets


2,031,500



-Accounts payable and accrued liabilities


(1,061,544
)


-Advances


(220,131
)


-Loan payable


(269,400
)


-Advances from Eagle Mountain Corp


(151,000
)


-Total:

$
685,126


$
-Supplemental non-cash financing activities:Shares issued for services rendered


3,587,400
 
 The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
  F-5
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 1       Organization and Principal Activities
 
 Eagle Mountain Corporation (“Eagle”) (formerly named as USmart Mobile Device Inc. (“USmart”)) and its subsidiaries are referred to herein collectively and on a consolidated basis as the “Company” or “we”, “us” or “our” or similar terminology.
 
 The Company was incorporated under the laws of the State of Delaware on September 17, 2002 and previously known as ACL Semiconductors Inc. The Company acquired Atlantic Components Limited, a Hong Kong incorporated company (“Atlantic”) through a reverse-acquisition that was effective September 30, 2003. On September 28, 2012, the Company acquired Jussey Investments Limited, a company incorporated in British Virgin Islands (“Jussey”). The subsidiaries were held for disposal since March 31, 2014 and officially disposed on September 30, 2014, the Company disposed all of the equity interest held in ACL International Holdings Limited (“ACL Holdings”).
 
 After the disposal, the Company was still engaged in the sales and distribution of smartphones, electronic products and components in Hong Kong Special Administrative Region (“Hong Kong”) and the People’s Republic of China (“China” or the “PRC”).
 
 On April 24, 2015, the Company amended its Certificate of Incorporation to change its corporate name to Eagle Mountain Corporation.  Subsequently, on June 5, 2015  the Company and Eagle Mountain Ltd., a Belize corporation (the “Assignor”), entered into an Assignment and Assumption Agreement (the “Assumption Agreement”), pursuant to which the Assignor assigned to the Company certain debts and assets, including  (1) a controlling interest in Shale Oil International Inc. (OTC:PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc., which collectively own a strategic oil and gas model (intellectual property) covering  several thousand square miles of prospective oil and gas exploration and development acres in Louisiana, Texas and Mexico, as well as various related geophysical, geological, engineering and geochemical data sets;  (2) an opportunity to participate in and finance a trans-oil pipeline project, and (3) an agreement for a strategic cooperation regarding an integrated energy project and an opportunity to purchase and refurbish a refinery. Mr. Ehud Amir, the Chairman of the Board of the Company’s Board of Directors, and the Company’s Chief Operating Officer, is the CEO of Assignor.  Mr. Amir is also a co-founder of Texas Shale Oil Inc., a wholly owned subsidiary of the Company’s 85.39% controlled subsidiary, Shale Oil International Inc. In addition, Mr. Ronald Cormick, the Company’s Chief Executive Officer, is the President and Director of Texas Shale Oil Inc. and President and CEO of Shale Oil International Inc.  Mr. Larry Eastland, a member of the Company’s Board of Directors, is also director and Chairman of Shale Oil International Inc.
 As a result of entering into the Assignment and Assumption Agreement, the Company changed its business focus and discontinued its operation in the sales and distribution of smartphones, electronic products and components. The Company now operates in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector.
 
 On July 17, 2015 the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effect the increase in authorized shares of common stock and a reverse stock split. Upon filing of the Certificate of Amendment, the Company’s authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Company’s issued and outstanding common stock was automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split was applied to all shares of the Company’s common stock outstanding immediately prior to July 17, 2015, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share had their factional shares rounded up to the nearest whole number.
 
 The aforementioned Assumption Agreement resulted in a change of control in the Company under the terms of the certificates of designation for each of the Series B, C and D preferred stock, each series automatically converted into shares of the Company’s common stock upon the amendment to the Company’s certificate of incorporation becoming effective as set out above.  As a result, the holders of 638,509 shares of Class D and 2,050,000 shares of Class C preferred stock, converted those shares into 268,850,900 shares of our common stock effective July 17, 2015.  These shares were issued on August 24, 2015. The holder of 8,000,000 shares of Class B preferred stock surrendered 40,000,000 shares of common stock upon conversion, which shares were exchanged for 8,000,000 shares of Series E preferred stock.
 
  F-6
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 2       Summary of Significant Accounting Policies
 
 Principal of Consolidation
 
 These consolidated financial statements include the accounts of Eagle Mountain Corp. and its 85.39% controlled subsidiary,Shale Oil International Inc. (OTC: PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc.All intercompany balances and transactions have been eliminated in consolidation.
 
 Estimates
 
 In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended.  Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discounts and common stock issued for assets, services or in settlement of obligations.
 
 Cash and Cash Equivalents
 
 For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
 
 Accounting for subsidiaries
 
 A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiary acquired of during the year are included in the income statement from the effective date of acquisition. Where necessary, adjustments are made to the financial statements of subsidiary to bring its accounting policies into line with those used by the Company. All intra-company transactions, balances, income and expenses are eliminated on consolidation. Minority interest in the net assets of consolidated subsidiary are identified separately from the Company’s equity therein. Minority interests consist of the amount of those interests at the date of original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s share of changes in equity are allocated against the interests of the Company except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.
 
 Business combinations
 
 All business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value of the assets given and liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities assumed in a business combination (including contingent liabilities) are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill. At December 31, 2015, we had no recorded goodwill. The interest of minority shareholders in the acquisition is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognized.
 F-7
 EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 2       Summary of Significant Accounting Policies (continued)
 
 Oil and gas properties
 
 We use the successful efforts method of accounting for oil and gas properties. Under that method:
 a.
Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are charged to expense when incurred since they do not result in the acquisition of assets.
 
 b.
Costs incurred to drill exploratory wells and exploratory-type stratigraphic test wells that do not find proved reserves are charged to expense when it is determined that the wells have not found proved reserves.
 
 c.
Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory wells, and successful exploratory-type stratigraphic wells are capitalized.
 
 d.
Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.
 
 e.
Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.
 Impairment of Long-Lived Assets
 
 Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the year ended December 31 2015, there was no impairment of long-lived assets.
 
 Intangible assets
 
 Identifiable intangible assets are recognized when the Company controls the assets, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.  The economic or useful life of an intangible asset is based on an estimate made by management and is subject to change under certain market conditions.
 
 Fair Value of Financial Instruments
 
 The Company’s financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items. The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates.
 
 Income Taxes
 
 The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
 
 Loss per Common Share
 
 Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
  F-8
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 2       Summary of Significant Accounting Policies (continued)
 
 Loss per Common Share (cont’d)
 
 The Company had the following potential common stock equivalents at December 31, 2015:
 Series E Convertible Preferred Stock
40,000,000Convertible notes
13,580,810
 Since the Company reported a net loss at December 31, 2014 and December 31, 2015, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.
 
 Revenue Recognition
 
 The Company's revenue recognition policies are in compliance with FASB ASC 605 Revenue Recognition (formerly SEC Staff Accounting Bulletin (SAB) 104). Revenue is recognized when services are rendered to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
 
 Reclassification
 
 Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
 
 Recent Accounting Pronouncements
 
 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
 Note 3       Going Concern
 
 The Company has incurred net losses since inception and had a working capital deficit of $3,060,658 at December 31, 2015.  These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.
 
  F-9
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 4       Acquisition, Change of Business
 
 On June 5, 2015, Eagle Mountain Corporation (the “Company”) executed an assignment and assumption agreement (the “Assumption Agreement”) with Eagle Mountain Ltd., a Belize corporation (the “Assignor”). Pursuant to the Assumption Agreement, the Company acquired certain assets including; letters of intent, agreements and other assets and assumed debts in the aggregate amount of $1,327,017 from the Assignor, which amount was subsequently released in exchange for 538,509 shares of a newly designated class of Series D Convertible Preferred Stock (Note 8).  As consideration for the Assumption Agreement, the Company issued the Assignor and/or its assignees 8,000,000 shares of a newly designated Series B Convertible Preferred Stock, 2,050,000 shares of a newly designated Series C Convertible Preferred Stock, 100,000 shares of a newly designed Series D Convertible Preferred Stock and 50,000,000 shares of common stock (which remains payable).
 
 The list of assets includes:
 
 1. A Consultancy Agreement, dated April 18, 2015, pursuant to which the Assignor will provide consulting services with respect to the strategic partners, prospective user, as well as potential financiers and investors for a trans-oil pipeline project.
 
 2. A Memorandum of Understanding pursuant to which the parties agree to have a strategic cooperation regarding an integrated energy project.
 
 3. A Letter of Intent to purchase and refurbish a refinery, dated February 26, 2015, by and between the Assignor and a petroleum company.
 
 4. 85.39% Controlling ownership of Shale Oil International Inc. (OTC: PINK-SHLE), and its 100% owned subsidiary, Texas Shale Oil Inc., which collectively own a strategic oil and gas model (intellectual property) covering several thousand square miles of prospective oil and gas exploration and development acres in Louisiana, Texas and Mexico, as well as various related geophysical, geological, engineering and geochemical data sets;
 
 The Company does not have valuation data for above list items 1 to item 3, and as a result, we have assigned no fair market value to these assets.
 
 The transaction has been valued at $603,534,000, based on fair market value of the acquirer’s stock, which is issuable upon conversion of several classes of Preferred Stock as set out above and the issuance of a total of 50,000,000 shares of common stock which remains payable at the date hereof.  The value of 85.39% of the net underlying assets of Assignor was approximately $697,832.
 
 The allocation of the purchase price totaling $697,832, is as follows.  For purposes of the allocation, Management has considered book value and fair value to be the same and has treated all assets and liabilities at cost:
 At May 31, 2015

Book value

$

Fair value adjustments

$

Fair value

$Net assets acquiredCash


132,064

-


132,064Interest receivable


4,938

-


4,938Other receivable


7,313

-


7,313Note receivable


83,450

-


83,450Deposit on property


260,000

-


260,000Intangible assets


2,031,500

-


2,031,500Accounts payable and accrued liabilities


(112,007
)
-


(112,007
)Accrued expenses on exploration


(838,350
)
-


(838,350
)Accrued liabilities


(21,000
)
--


(21,000
)Accrued interest


(90,187
)
--


(90,187
)Advances


(220,131
)
--


(220,131
)Loan payable


(269,400
)
--


(269,400
)Advances from Eagle Mountain Corp


(151,000
)
--


(151,000
)Total


817,190

--


817,190Minority interest







(119,358
)Total consideration







697,832
 
  F-10
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 4      Acquisition (continued)
 Satisfied:


$Add:Issuance of various classes of preferred convertible shares of Eagle Mountain Corp. based on quoted market value of common stock issuable as at transaction date.


603,534,000Assumed convertible notes


1,327,017Total:


604,861,017Goodwill


604,163,185
 Upon review, the Company has fully impaired the Goodwill on the transaction date.
 
 Note 5      Discontinued Operations
 
 On June 5, 2015, Eagle Mountain Corporation (the “Company”) executed an assignment and assumption agreement (the “Assumption Agreement”) with Eagle Mountain Ltd., a Belize corporation (the “Assignor”). Pursuant to the Assumption Agreement, the Company acquired certain agreements and assets and assumed debts in the aggregate amount of $1,327,017 from the Assignor. In consideration, the Company issued the Assignor and/or its assignees 8,000,000 shares of a newly designated Series B Convertible Preferred Stock, 2,050,000 shares of a newly designated Series C Convertible Preferred Stock, 100,000 shares of a newly designed Series D Convertible Preferred Stock and 50,000,000 shares of common stock.
 
 Upon the closing, the Company changed its business from the sales and distribution of smartphones, electronic products and components to operations in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector. The major classes of assets and liabilities from discontinued operations as of December 31, 2015 and December 31, 2014 included in the consolidated balance sheets, are as gathered from the records transferred to the Company, unaudited, and subject to further verification, are reported below as follows:
 As of

December 31,

2015


As of

December 31,

2014ASSETSCurrent assetsAccounts receivable

$
-


$
-Other current assets


-



128Total current assets


-



128TOTAL ASSETS

$
-


$
128LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilitiesAccounts payable and accrued liabilities

$
-


$
335,522Due to shareholders


-



112,533Total current liabilities


-



448,055Total liabilities


-



448,055
  F-11
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 5       Discontinued Operations (cont'd)
 
 The results of the discontinued operations are as follows:
 Year EndedDecember 31,2015


2014Net sales

$
-


$
1,013,241Costs of sales


-



1,113,533Gross profit (loss)


-



(100,292
)Operating ExpensesSelling and distribution costs


-



118,365General and administrative expenses


-



409,106Total operating expenses


-



527,471Income (loss) from operation


-



(627,763
)Other income (expenses)


(73,909
)


12,726,285Income (loss) from discontinued operations


(73,909
)


12,098,522
 Note 6       Other Assets
 (a)
Sale and Purchase Agreement with Pryme Oil and Gas LLC
 On May 23, 2014 the Company’s 85.39% controlled subsidiary, Shale Oil International Inc. entered into a Sale and Purchase agreement with Pryme Oil and Gas LLC, a Texas corporation, (the “Seller”) where under the Company’s subsidiary, as “Purchaser”, will acquire 100% of the Seller’s working interests and net revenue interests in the oil and gas leases and areas of mutual interest held by Seller in the AVOYELLES & ST. LANDRY PARISHES, LOUISIANA, known as the Tuner Bayou Acreage (the “Acreage”).  In addition, the Purchaser shall acquire the Seller’s working interest in the personal property, equipment and fixtures on the Acreage, as well as any available seismic, geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in the acquisition and development of the Acreage.  In consideration for the acquisition, the Purchaser shall assume certain debts of the Seller, not to exceed $1,400,000, shall pay the Seller’s proportionate share of the installation of an artificial lift system on the Rosewood Plantation 21-H well (the “Workover”) within 30 days of the execution of the agreement, not to exceed $260,000, and shall agree to drill at least one Chalk well within 4 months of the completion of the aforementioned Workover.  As at December 31, 2015 and 2014 the Company’s subsidiary has remitted deposits of $260,000 towards the required Workover fees.
 
 Under the terms of the agreement, should the transaction fail to close for any reason, the $260,000 advance by the Company’s subsidiary may be converted into an unrestricted block of stock in Prime Energy Limited in equivalent value to the cash proceeds advanced, determined using a VWAP share price.  As at the date of this report the transaction has not yet closed due to a change in economic conditions and certain legal matters which are being addressed by Pryme, however the Company and Pryme continue to work towards completion of the agreement as contemplated above.
 
 
  F-12
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 6      Other Assets (continued)
 (b)
Intangible Assets
 Intangible assets totaling $2,031,500 reflected on the Company’s balance sheet represent certain acquired geologic, geophysical, geochemical and engineering data, land acquisition costs and certain associated technical expenses recorded at cost and held by the Company’s 85.39% controlled subsidiary, Shale Oil International Inc., and its wholly owned subsidiary, Texas Shale Oil Inc.
 
 Note 7       Deferred Revenue
 
 In September 2015, the Company received $350,000 from a client in respect to an invoice issued with respect to certain consulting services to be rendered including the acquisition of engineering, geological and geophysical data and the completion of pre-feasibility work on a potential mining project in Panama.  As at December 31, 2015 the Company had not yet completed the scope of work and has recorded the amount received as deferred revenue.
 
 Note 8       Loans Receivable
 
 During the year ended December 31, 2015, the Company provided $175,000 in operating capital to a third party in the form of a two-year note, bearing interest at 2% plus the USD Libor rate.  The loan is unsecured.
 
 On June 1, 2014, the Company’s subsidiary provided $83,450 to a third party in the form of a two-year note, bearing 6% interest per annum as a loan for working capital. The loan is unsecured.
 
 Note 9       Convertible Notes
 
 On June 5, 2015, the Company entered into debt exchange agreements (the “Exchange Agreements”) with holders of convertible debentures which the Company assumed from the Assignor. Pursuant to the Exchange Agreements, the holders released the Company in full from the Company’s obligations to them for an aggregate of $1,327,017 in convertible debentures, and the Company cancelled, extinguished and discharged such obligations, in exchange for the issuance to the holders of an aggregate of 538,509 shares of Series D Convertible Preferred Stock. The aggregate of 538,509 shares of Series D Convertible Preferred Stock was valued at $106,560,161 based on fair market value of the Company’s market price on the date of the transaction, and assuming all Series D Convertible Shares of Preferred Stock were converted to 53,850,900 shares of the Company’s common stock.  We recorded $105,233,144 as a loss on debt settlement.
 
 During the year ended December 31, 2015, the Company entered into various 6% convertible notes with investors, having a maturity date as of September 1, 2015 and with conversion prices varying from $0.05 to $0.10 per share.  We received a total of $1,150,000 in respect of these convertible notes.
 
 As at the date of issue, these convertible notes were considered to have a beneficial conversion feature (“BCF”) because the conversion price was less than the quoted market price at the time of issuance. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of issue to be $1,150,000, or the face value of the notes.  This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the period ended December 31, 2015 was $1,150,000.
 December 31, 2015


Issue DateTotal convertible promissory note – face value


1,150,000



1,150,000Less: beneficial conversion feature


-



(1,150,000
)1,150,000



-
  F-13
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 9      Convertible Notes (continued)
 
 The notes became due and payable on September 1, 2015 and are now considered demand notes which continue to accrue interest at a rate of 6% per annum.
 
 Interest expenses:
 For the Year ended

December 31,2015


2014Amortization of debt discount

$
1,150,000


$
-Interest at contractual rate


29,512



-Totals

$
1,179,512


$
-
 Note 10     Agreements for Services
 
 On August 3, 2015, the Company entered into Services Agreement with an independent consultant. Under the services agreement, the consultant will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 100,000 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.275 per share or $127,500.
 
 On August 3, 2015, the Company entered another Services Agreement with an independent consultant, Alan Chung-Lun Yang (“Mr. Yang”). Mr. Yang is a former director of the Company and resigned from the Board of Directors on May 26, 2015. Under the services agreement, Mr. Yang will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 500,000 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.275 per share or $637,000.
 
 On November 25, 2015, the Company entered into Services Agreements with two independent consultants. Under the services agreement, the consultants will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 1,960,00 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.44 per share or $2,822,400.
 
 Note 11    Related Parties Transactions
 
 Transactions with Ronald Cormick, CEO, Officer and Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 Mr. Ronald Cormick as consulting fees.
 
 During the period ended December 31, 2015, Mr. Ronald Cormick advanced $320,121 to the Company’s subsidiary TSO. As of December 31, 2015, $409,834 remained on the balance sheets as advances.
 
 Transactions with Ehud Amir, COO, Officer and Director of the Company
 
 During the period ended December 31, 2015, Mr. Ehud Amir advanced $6,475 to the Company’s subsidiary TSO. as of December 31, 2015, $6,475 was on the balance sheets as advances.
 
 Transactions with Haley Manchester, CFO, Officer of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 to Mr. Haley Manchester as consulting fees.
 
 Transactions with Larry Eastland, Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company accrued $150,000 consulting fees from Mr. Larry Eastland. As of December 31, 2015, $150,000 was on the balance sheets as accounts payable and accrued liabilities.
   F-14
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 12    Common Stock
 
 On June 5, 2015 as part of the Assumption Agreement (Note 4) the Company agreed to issue 8,000,000 shares of a newly designated Series B Convertible Preferred Stock, 2,050,000 shares of a newly designated Series C Convertible Preferred Stock, 100,000 shares of a newly designed Series D Convertible Preferred Stock and 50,000,000 shares of common stock.  Further the Company agreed to settle a total of $1,327,017 in assumed debt for 538,509 shares of Series D Convertible Preferred Stock.
 
 On June 8, 2015, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $0.001 and is automatically convertible into 90 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series B Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series B Preferred Stock are convertible. On July 17, 2015, the Company effected a one for eighteen reverse split of its common stock and as a result each share of Series B Preferred Stock was adjusted so that it was convertible into 5 shares of the Company’s Common Stock.
 
 The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Series C Preferred Stock”) authorizing the issuance of up to 2,100,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $0.001 and is automatically convertible into 1,800 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series C Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series C Preferred Stock are convertible. On July 17, 2015, the Company effected a one for eighteen reverse split of its common stock and as a result each share of Series C Preferred Stock was adjusted so that it was convertible into 100 shares of the Company’s Common Stock.
 
 The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (“Series D Preferred Stock”) authorizing the issuance of up to 640,000 shares of Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $0.001 and is automatically convertible into 1,800 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock, provided, however, such conversion shall not occur prior to September 1, 2015. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series D Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series D Preferred Stock are convertible. On July 17, 2015, the Company effected a one for eighteen reverse split of its common stock and as a result each share of Series D Preferred Stock was adjusted so that it was convertible into 100 shares of the Company’s Common Stock.
 
 On July 17, 2015 (the “Effective Time”), the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the increase in authorized shares of common stock and a reverse stock split. Upon filing of the Certificate of Amendment, the Company’s authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Company’s issued and outstanding common stock was automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split was applied to all shares of the Company’s common stock outstanding immediately prior to the Effective Time, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares were be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share had their fractional shares rounded up to the nearest whole number.
  F-15
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 12    Common Stock (continued)
 
 The aforementioned Assumption Agreement resulted in a change of control in the Company under the terms of the certificates of designation for each of the Series B, C and D preferred stock, each series automatically converted into shares of the Company’s common stock upon the amendment to the Company’s certificate of incorporation becoming effective as set out above.  As a result, the holders of 638,509 shares of Class D and 2,050,000 shares of Class C preferred stock, converted those shares into 268,850,900 shares of our common stock effective July 17, 2015.  These shares were issued on August 24, 2015. The holder of 8,000,000 shares of Class B preferred stock surrendered 40,000,000 shares of common stock upon conversion, which shares were exchanged for 8,000,000 shares of a newly designated Series E preferred stock.
 
 On October 23, 2015, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (“Series E Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $0.001 and is automatically convertible into five shares of the Company’s common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series E Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series E Preferred Stock are convertible.
 
 On October 9, 2015, 500,000 shares of the Company’s common stock was issued to a former director of the Company and 100,000 shares of the Company’s common stock was issued to an independent consultant in respect to the service agreements. (For more details, see Note 9 – Services Agreements)
 
 On October 30, 2015, 50,000,000 shares of the Company’s common stock was issued in respect to the acquisition of business. (For more details, see Note 4 – Acquisition, Change of Business)
 
 On November 6, 2015, the Company issued a total of 2,000,000 shares of the Company’s common stock in in respect to a share swap between two individual, non-related investors. The 2,000,000 shares for return to treasury in respect to this transaction have not been returned to the Company for cancellation as at the fiscal year ended December 31, 2015 and as a result the Company has recorded the transaction as an exchange reserve under the equity in the balance sheets.  The shares were returned for cancelation subsequent to the fiscal year end.
 
 In October and November 2015, total of 8,750,000 shares of common stock were issued in respect to the various convertible notes as described above in Note 8. (ref Note 8 – Convertible Notes).
 
 On December 2, 2015, the Company issued a total of 1,000,000 shares of the Company’s common stock at a price of US$0.10 per share.
 
 On December 4, 2015, 1,960,000 shares of the Company’s common stock was issued in respect to certain service agreements. (For more details, see Note 9 – Services Agreements)
 
 The Company had 335,365,926 and 2,205,010 shares of common stock outstanding at December 31, 2015 and December 31, 2014.
 
 Note 13    Other Events
 
 On April 18, 2015, Ben Wong and Eddy Wong tendered their resignation as Chief Executive Officer and Chief Financial Officer, respectively, effective immediately. Concurrently, the Board of Directors appointed Ronald Cormick as Chief Executive Officer of the Company and Haley Manchester as Chief Financial Officer of the Company to fill the vacancies left by Messrs. Wong’s resignation, with immediate effect.  The Board also appointed Ronald Cormick, Ehud Amir, and Larry Eastland as directors of the Company and appointed Ehud Amir as Chief Operating Officer of the Company with immediate effect.
 
 On May 26, 2015, Ben Wong and Alan Chung-Lun Yang resigned from the Board of Directors.
 
 F-16
 
 EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 14    Income Taxes
 The Company and its subsidiary are subject to the U.S. federal corporate income tax at a maximum rate of 34%. Income tax (reversal) expense amounted to $Nil for 2015 and 2014 owing to no taxable income.
  
  The Components of the deferred tax assets and liabilities are as follows:
  December 31, 2015


December 31, 2014Net operating losses

$
5,451,367


$
666,507Total deferred tax assets

$
5,451,367


$
666,507Less: valuation allowance


(5,451,367
)


(666,507
)$
-


$
-
 
 The Company did not have any interest and penalty not to recognize- in the income statements for the year ended December 31, 2015 and 2014 or balance sheet as of December 31, 2015 and 2014. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company’s 2012, 2013, 2014 and 2015 U.S. Corporation Income Tax Returns are subject to U.S. Internal Revenue Service examination.
  A valuation allowance existed as of December 31, 2015 and 2014, due to the uncertainty of net operating loss utilization based on the Company’s history of losses.
  Note 15   Subsequent Events
 
 Entry into a material agreement
  In January we announced the signing of a formal Heads of Agreement to pursue mutually beneficial management and financing projects in the oil, gas and natural resources industries with Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”).
  Under the terms of the agreement, for the initial naphtha trading project,Eagle Mountain will provide sourcing, purchasing and management of transportation logistics for the oil, gas, and refined products to be delivered and sold into the Chinese market.
  SPPCL is an international oil and gas trading and development company, globally engaged in a wide range of businesses in the oil industry, with extensive partnerships with many State-owned companies. The company has organized consortiums for multiple international projects in the oil, gas, petrochemical and mining industries.
  Further in April of 2016 we announced a Joint-Venture Agreement between SPPCL and Eagle Mountain for oil, gas and petroleum products trading as well as an initial purchase order to purchase light naphtha through the established Joint Venture Company. The contract calls for Eagle Mountain to source and negotiate the purchase and delivery of approximately 300,000 metric tonnes of light naphtha per month for five years. At the time of the origination of the purchase order, light naphtha has been in the range of $330 to $380/tonne FOB U.S. Gulf Coast.
  A subsidiary of Eagle Mountain based in Hong Kong to be formed will be joint-ventured 40/60 with a Hong-Kong subsidiary of Shandong Pusheng where the Irrevocable Documentary Letter of Credit (DLC) is established and ready to proceed with the first purchase during the early fall of 2016. Eagle Mountain is responsible for arranging the purchase and delivery of the naphtha. Shandong Pusheng is responsible for sale of the naphtha into the Southeast Asian markets, in cooperation with China’s state enterprises.
  F-17
  EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES
 (F/K/A USmart Mobile Device Inc.)
 Notes to the Consolidated Financial Statements
 Note 15   Subsequent Events (continued)
  Shares issued subsequent to fiscal year end
 On January 4, 2016 the Company issued 8,000,000 shares of common stock to a third party in respect of a share purchase agreement where under the purchaser had the option to acquire shares at a price of $0.01 per share.  The Company received cash proceeds of $80,000 prior to the fiscal year end in respect of this share purchase agreement.  No underwriters were utilized in connection with this sale of securities.
  On January 6, 2016 the Company issued a total of 50,000 shares to two individuals as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were issued prior to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.
  On January 21, 2016, the Company issued a total of 13,000,000 shares at $0.05 in respect to certain convertible notes entered into during fiscal 2015 which came due and payable September 1, 2015 to two individual investors.
  On January 23, 2016 the Company issued 700,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.
  On January 23, 2016 the Company issued 2,000,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue.  The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.
  On January 23, 2016 a shareholder of the Company returned a total of 8,895,000 common shares for reissue.  Upon receipt the shares were canceled and returned to treasury pending instruction for reissue from the shareholder.
  On January 23, 2016, the Company issued a total of 2,500,000 shares of common stock to a private individual in respect to an agreement for services.
  On March 9, 2016 the Company issued 1,000,000 shares to a private individual in respect of a private placement at $0.10 per share for total cash proceeds of $100,000.
  On March 10, 2016 the Company issued a total of 10,000,000 shares of common stock in respect of the acquisition of an engineering, construction and procurement project in the country of Cyprus.  A further 4,900,000 shares were issued to a consultant in respect of this transaction on April 5, 2016.
  On April 5 and April 7, 2016 respectively, the Company issued a total of 5,500,000 shares to an individual and a corporate entity as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue.
  On May 5, 2016 the Company issued a total of 1,500,000 shares to five individuals as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue.  A total of 40,000 shares remained available for reissue as at the date of this report in respect to the share surrender and reissue request.


F-18


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





On May 1, 2016 Eagle Mountain received resignation letter from AWC LLP (“AWC”) (formerly known as Albert Wong & Co., LLP) as the Company’s independent registered public accounting firm. The resignation of AWC was accepted by the Company’s audit committee.





The principal accountant’s reports of AWC on the financial statements of the Company as of and for the fiscal years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except that the report was qualified as to the Company’s ability to continue as a going concern.





During the Company’s two most recent fiscal years and the subsequent interim period through May 1, 2016, there were no disagreements with AWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of AWC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s two most recent fiscal years and the subsequent interim period through May 1, 2016, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.





The Company provided AWC with a copy of the foregoing disclosure and requested AWC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated May 1, 2016, furnished by AWC was filed as Exhibit 16.1 to a current report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2016.





On April 30, 2016 DCAW (CPA) Limited was formed as a result of a merger between AWC and Dominic K.F. Chan & Co.





On May 1, 2016, the Company’s Board of Directors approved the engagement of DCAW (CPA) Limited (“DCAW”) as the Company’s new independent registered public accounting firm.





During the Company’s two most recent fiscal years and the subsequent interim period through May1, 2016, neither the Company nor anyone on its behalf consulted with DCAW regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that DCAW concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).





ITEM 9A. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.





The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.





Management's Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management, including our principal executive officer Ronald Cormick, and Haley Manchester, our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 Internal Control-Integrated Framework (“COSO”). As a result of this assessment, Mr. Huang Yu concluded that, as of and for the year ended December 31, 2015, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year ended December 31, 2015.





The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under COSO and SEC rules were: (1) lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) limited number of staff, not allowing for complete segregation of incompatible duties; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements. The aforementioned material weaknesses were identified by the Company’s management in connection with the preparation of our financial statements as of December 31, 2015.





19


Management believes that the appointment of one or more independent directors, will remedy the lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of IFRS and SEC disclosure requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties.


Any effort to increase the size of the Board of Directors, appoint independent directors or personnel is conditional upon the Company raising additional capital.





We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.





During the Company’s last fiscal quarter there were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.





ITEM 9B.  OTHER INFORMATION





On April 24, 2015, the Company amended its Certificate of Incorporation to change its corporate name to Eagle Mountain Corporation.





On June 8, 2015, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $0.001 and is automatically convertible into 90 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series B Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series B Preferred Stock are convertible.





The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Series C Preferred Stock”) authorizing the issuance of up to 2,100,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $0.001 and is automatically convertible into 1,800 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series C Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series C Preferred Stock are convertible.





The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (“Series D Preferred Stock”) authorizing the issuance of up to 640,000 shares of Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $0.001 and is automatically convertible into 1,800 shares of the Company’s common stock upon the Company’s filing of an amendment to its Certificate of Incorporation to increase its authorized number of shares of common stock, provided, however, such conversion shall not occur prior to September 1, 2015. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series D Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series D Preferred Stock are convertible.





On July 17, 2015 the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effect the increase in authorized shares of common stock and a reverse stock split. Upon filing of the Certificate of Amendment, the Company’s authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Company’s issued and outstanding common stock was automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split was applied to all shares of the Company’s common stock outstanding immediately prior to July 17, 2015, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share had their factional shares rounded up to the nearest whole number.


On October 23, 2015, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (“Series E Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $0.001 and is automatically convertible into five shares of the Company’s common stock. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The holders of Series E Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of common stock into which the shares of Series E Preferred Stock are convertible.





Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.


20


PART III





Item 10. Directors and Executive Officers





The following table sets forth the name, age, and position of our directors and our executive officers as of December 31, 2015. Each director holds office (subject to our By-Laws) until the next annual meeting of shareholders and until such director’s successor has been elected and qualified. All of our executive officers are serving until the next annual meeting of directors and until their successors have been duly elected and qualified. Each executive officer holds his office until he resigns, is removed by the board of directors, or his successor is elected and qualified, subject to applicable employment agreements.





NAME

AGE

POSITIONRonald Cormick

71

Director and Chief Executive Officer (1)Haley Manchester

50

Chief Financial Officer (2)Ehud Amir

38

Chief Operating Officer and Director, Chairman of the Board of DirectorsLarry Eastland

72

Corporate Secretary and Director





(1)
Mr. Cormick was appointed CEO and Director on April 18, 2015





(2)
Mr. Manchester was appointed CFO on April 18, 2015





(3)
Mr. Amir was appointed COO and Director on April 18, 2015, and Chairman of the Board of Directors on May 26, 2015





(4)
Mr. Eastland was appointed Director and Secretary on April 18, 2015





Ronald Cormick, CEO and Director


Mr. Cormick has more than 50 years of technical and managerial training and experience in the international and domestic oil and gas industry. Although focused primarily on the upstream (exploration and production) sector, experience includes operational and executive management of a public company with operations through marketing, sales and delivery via truck, train and pipeline. A parallel history of both scientific and managerial experience in research and development with applications in oil and gas and minerals, medicine, sports and consumer products. Selected by Dr. Frank Press, Chief Science Adviser to President Carter, served for two years as the extractive industries’ expert on a sequestered team of 25 specialists commissioned to brain-storm future break-through technologies (it lead to President Reagan’s “Strategic Defense Initiative” and the end of the “cold war”). Since 2013, Mr. Cormick, has served as the President of Texas Shale Oil Inc. where he is responsible for strategic planning and project management. Mr. Cormick is also the President and Chief Executive Officer of Shale Oil International Inc. (OTC Pink: SHLE) which acquired Texas Shale Oil Inc. in 2014. Prior to that, he was the Chief Executive Member of RCO Energy LLC (predecessor to Texas Shale Oil Inc.) since 2006. Mr. Cormick is also a research director for AIRIS Corp, a private Canadian medical device company since 2006. Mr. Cormick previously held numerous management and staff positions including Research Scientist and Manager in Exploration R&D in both oil & gas and mineral industries and was the President of an international oil company.





Haley Manchester, CFO


Mr. Manchester is globally-experienced in finance, accounting, geo-socio-economic strategy, business development, sales, marketing, and distribution management. He speaks several languages fluently, including Vietnamese, Japanese, and Khmer and has lectured internationally at the University-level in finance/economics-related coursework. He obtained a BA from Gettysburg College and holds an MA in Economics with a concentration on Finance from Trinity College. Dr. Eastland served as the CEO of Trai Thien USA Inc., one of the few Vietnamese companies to successfully go public in the U.S., where he managed the quadrupling of operations from 2009 until overseeing its recent merger with Onasis Mining Inc in 2014. He has over twenty years of private and multinational general management, distribution, and business development experience in Asia, including more than six years of downstream oil and gas operations experience with both Mobil and Caltex.





Ehud Amir, COO, Director and Chairman of the Board of Directors


Mr, Amir, is a financial and natural resources entrepreneur. Mr. Amir is a co-founder of Texas Shale Oil Inc., where he is responsible for the financial modeling and project acquisition structures, and identifying the best partners to develop the company's upstream oil and gas targets and assets. Prior to that, from 2010 to 2012, Mr. Amir was the managing director at Sterlington Resources Ltd. in charge of designing its financial structures and Joint Ventures for Dove Mining Ltd. and its clients, mainly for alluvial mines projects.





Larry Eastland, Director and Corporate Secretary


Dr. Eastland is a seasoned entrepreneur and leads an international business advisory group in Los Angeles, Hong Kong and Southeast Asia that has provided business services for more than 20 years on four continents. He has served four U.S. Presidents including Staff Assistant to the President; U.S. Delegate to the World Tourism Organization; Director of Operations for the 1983 Summit of Industrialized Nations; and, Deputy to the Undersecretary of State. Larry brings a unique and unrivaled level of access for EMTC to heads of state, oil/gas industry giants, and political influencers around the world. He is a decorated Marine Corps officer having served as a Firebase Commander in Vietnam.  Dr. Eastland received a B.A. in Political Science and International Relations from Brigham Young University in 1967. He received an M.A. and Ph.D. in quantitative behavioral research from the University of Southern California in 1973 and 1976, respectively.





There are no family relationships between any of our directors and executive officers. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, orders or decrees material to the evaluation of the ability and integrity of any director or executive officer of the Company during the past five years.





21


Committees of the Board





There are presently no committees of the Board. The Company's Board of Directors performs some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.





Board Leadership Structure and Risk Oversight Role





Our Board of Directors currently contains 3 members all of which are Executive Directors. The Company is in search of appropriate candidates to expand its board and serve in the position of Independent Director. While we have no independent directors at present, we believe that such a leadership structure is suitable for the Company at its present stage of development.





As a matter of regular practice, and as part of its oversight function, our Board of Directors periodically reviews on the significant risks in respect to our business.  With our current governance structure based on our Board of Directors and senior executives, there is not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.





Code of Business Conduct and Ethics





We have adopted a written code of business conduct and ethics, known as our Code of Business Conduct and Ethics which applies to all of our directors, officers, and employees, including our principal executive officer and our principal financial and accounting officer. A copy of the Code of Business Conduct and Ethics is attached as Exhibit 14 to the Annual Report on Form 10-K for the period ended December 31, 2003. To receive a copy of our Code of Business Conduct and Ethics, at no cost, requests should be directed to the Secretary, Eagle Mountain Corporation at 20333 Tomball PKY, Suite 204, Houston, Texas 77070. We intend to disclose any amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics in a report filed under the Securities Exchange Act of 1934, as amended, within four business days of the amendment or waiver.





Stockholder Communications





Stockholders and other interested parties may contact the Board of Directors or the non-management directors as a group at the following address: Board of Directors, Eagle Mountain Corporation at 20333 Tomball PKY, Suite 204, Houston, Texas 77070. All communications received at the above address will be relayed to the Board of Directors, respectively. Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the Board of Directors using the above address.





Typically, we do not forward to our directors communications from our stockholders or other communications which are of a personal nature or not related to the duties and responsibilities of the Board, including:





·
Junk mail and mass mailings





·
New product suggestions





·
Resumes and other forms of job inquiries





·
Opinion surveys and polls





·
Business solicitations or advertisements





Compliance with Section 16(A) of The Securities Exchange Act of 1934





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of forms 3, 4 and 5 and amendments thereto furnished to the Company during its most recent fiscal year, the following directors, officers and/or person beneficially owning greater than 10% of the Company’s equity securities failed to timely file reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years:




Ronald Cormick failed to timely file his Form 3 in connection with his appointment as CEO and Director and his Form 4 in connection with certain Series C preferred shares acquired under the terms of an Assumption Agreement entered into April 24, 2015, which shares were converted to common stock on July 17, 2015. Larry Eastland failed to file his Form 3 in connection with his appointment as Corporate Secretary and Director and his Form 4 in connection with certain Series C preferred shares acquired under the terms of an Assumption Agreement entered into April 24, 2015, which shares were converted to common stock on July 17, 2015. As at the date of this report neither of these reports have been filed.




The number of Forms 3, 4 and 5 and the number of transactions that were not filed timely are as follows: Larry Eastland (2 forms, 2 transactions) and Ronald Cormick (2 forms, 2 transactions).





22


Item 11.
Executive Compensation





COMPENSATION DISCUSSION AND ANALYSIS





Summary





Our approach to executive compensation is influenced by our belief in rewarding people for consistently strong execution and performance. We believe that the ability to attract and retain qualified executive officers and other key employees is essential to our long term success.





Our plan to obtain and retain highly skilled employees is to provide market competitive salaries and also incentive awards. Our approach is to link individual employee objectives with overall company strategies and results, and to reward executive officers and significant employees for their individual contributions to those strategies and results. We use compensation and performance data from comparable companies in the electronics distribution industry to establish market competitive compensation and performance standards for our employees. Furthermore, we believe that equity awards serve to align the interests of our executives with those of our stockholders. As such, we intend for equity to become a key component of our compensation program.





Named Executive Officers





The named executive officers for the fiscal year ended December 31, 2015 are: Ronald Cormick, our Chief Executive Officer; Haley Mancheter, our Chief Financial Officer; and Ehud Amir, our Chief Operating Officer. These individuals are referred to collectively in this Annual Report on Form 10-K as the “Named Executive Officers.”





OUR EXECUTIVE COMPENSATION PROGRAM





Overview





The primary elements of our executive compensation program are base salary, incentive cash and stock bonus opportunities and equity incentives typically in the form of stock option grants. Although we provide other types of compensation, these three elements are the principal means by which we provide the Named Executive Officers with compensation opportunities.





The emphasis on the annual bonus opportunity and equity compensation components of the executive compensation program reflect our belief that a large portion of an executive’s compensation should be performance-based. This compensation is performance-based because payment is tied to the achievement of corporate performance goals. To the extent that performance goals are not achieved, executives will receive a lesser amount of total compensation. We have entered into employment agreements with four of our Named Executive Officers. Such employment agreements set forth base salaries, bonuses and stock option grants. Such stock option grants are predicated on our achievement of corporate performance goals as set forth in such agreements.





ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM


Base Salary





Presently we do not pay our Named Executive Officers a base salary, rather our officers receive consulting fees as invoiced for services rendered.  As we obtain satisfactory funding, we intend to provide base salaries for all named officers. In general, base salaries for the Named Executive Officers will be determined by evaluating the responsibilities of the executive’s position, the executive’s experience and the competitiveness of the marketplace. Base salary adjustments are considered and take into account changes in the executive’s responsibilities, the executive’s performance and changes in the competitiveness of the marketplace. We believe that base salaries of the Named Executive Officers are appropriate within the context of the compensation elements provided to the executives and because they are at a level which remains competitive in the marketplace.





Bonuses





The Board of Directors may authorize us to give discretionary bonuses, payable in cash or shares of Common Stock, to the Named Executive Officers and other key employees. Such bonuses are designed to motivate the Named Executive Officers and other employees to achieve specified corporate, business unit and/or individual, strategic, operational and other performance objectives.





Stock Options





Stock options constitute performance-based compensation because they have value to the recipient only if the price of our Common Stock increases. We have not granted any stock options to any of our Named Executive Officers and the grant of stock options to Named Executive Officers is not a material factor in making compensation determinations with respect to our Named Executive Officers. However, we have in the past used stock options as incentives for our other employees. Stock options generally vest over time, with obtainment of a corporate goal, or a combination of the two. The grant of stock options is designed to motivate our employees to achieve our short term and long term corporate goals.





Retirement and Deferred Compensation Benefits





We do not have any arrangements with the Named Executive Officers to provide them with retirement and/or deferred compensation benefits.





Perquisites





There were no perquisites provided to the Named Executive Officers.





23


Post-Termination/Change of Control Compensation





We do not have any arrangements with the Named Executive Officers to provide them with compensation following termination of employment.





Tax Implications of Executive Compensation





Our aggregate deductions for each Named Executive Officer compensation are potentially limited by Section 162(m) of the Internal Revenue Code to the extent the aggregate amount paid to an executive officer exceeds $1 million, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified in the Internal Revenue Code. At our 2012 Named Executive Officer compensation levels, we did not believe that Section 162(m) of the Internal Revenue Code would be applicable, and accordingly, we did not consider its impact in determining compensation levels for our Named Executive Officers in 2012.





Hedging Policy





We do not permit the Named Executive Officers to “hedge” ownership by engaging in short sales or trading in any options contracts involving our securities.





Option Exercises and Stock Vested





No options have been granted to any Named Executive Officers during the fiscal year ended December 31, 2015.





Pension Benefits





We presently have no pension benefit plan.





Nonqualified Deferred Compensation





We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.





Employment Agreements





We do not have any written employment agreements with our Named Executive Officers.





Executive Officer Compensation





The following table sets forth the annual and long-term compensation of our Named Executive Officers for services in all capacities to the Company whose total compensation exceeds $100,000 for the last two fiscal years ended December 31, 2015 and December 31, 2014.





Summary Compensation Table





Name and

Principal Position

Year


Salary


Bonus


Stock

Awards


Option

Awards


Non-Equity

Incentive Plan

Compensation


Change inPension Value

andNon-qualified

DeferredCompensation

Earnings


All Other

Compensation


TotalRonald Cormick, CEO (3)


2015



-



-



-



-



-



-



10,000



10,000Haley Manchester, CFO (4)


2015



-



-



-



-



-



-



10,000



10,000Ehud Amir, COO (5)


2015



-



-



-



-



-



-



-



-Larry Eastland, Secretary (6)


2015



-



-



-



-



-



-



150,000



150,000Ben Wong, Former CEO (1)


2014


$
-



-



-



-



-



-



-



-Eddy Wong, Former CFO (2)


2014


$
-



-



-



-



-



-



-



-


(1)
Ben Wong was appointed CEO on February 1, 2013 and resigned his position on April 18, 2015;


(2)
Eddy Wong was appointed CFO on December 30, 2014 and resigned his position on April 18 2015;


(3)
Ronald Cormick was appointed CEO on April 18, 2015. Mr. Cormick was paid $10,000 in consulting fees during the fiscal year ended December 31, 2015;


(4)
Haley Manchester was appointed CFO on April 18, 2015. Mr. Manchester was paid $10,000 in consulting fees during the fiscal year ended December 31, 2015;


(5)
Ehud Amir was appointed COO on April 18, 2015.


(6)
Larry Eastland was appointed Corporate Secretary on April 18, 2015.  The Company and its subsidiary accrued fees totaling $150,000 in respect of services provided by Mr. Eastland all of which remained unpaid at December 31, 2015.





24


Outstanding equity awards at fiscal year-end





None.





Compensation of Directors





The following table sets forth the Director compensation for service on the Board of Directors of the Company for the fiscal year ended December 31, 2015.





Name

Fees Earned

or Paid in

Cash


Stock

Awards


Option

Awards


Non-Equity

Incentive Plan

Compensation


Non-qualified

Deferred

CompensationEarnings


All Other

Compensation


TotalChung-Lun (Alan) Yang (1)

$
—



—



—



—



—



—


$
—Ben Wong (2)

$
—



—



—



—



—



—


$
—Eddy Wong (3)

$
—



—



—



—



—



—


$
—Ronald Cormick (4)

$
—



—



—



—



—



—


$
—Larry Eastland (5)

$
—



—



—



—



—



—


$
—Ehud Amir (6)

$
—



—



—



—



—



—


$
—





(1)
Chung-Lun Yang resigned as the Company’s Chairman of the Board and from the Board of Directors on May 26, 2015.





(2)
Ben Wong resigned from the Board of Directors on May 26, 2015.





(3)
Eddy Wong resigned from the Board of Directors on April 18, 2015.





(4)
Ronald Cormick was appointed to the Company’s Board of Directors on April 18, 2015.(5)
Larry Eastland was appointed to the Company’s Board of Directors on April 18, 2015.(6)
Ehud Amir was appointed to the Company’s Board of Directors on April 18, 2015, and was appointed Chairman of the Board on May 26, 2015.





We do not compensate our executive directors for serving on the board of directors.





Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following table sets forth certain information regarding beneficial ownership of our Common Stock as of December 31, 2015: (i) by each person who is known by us to own beneficially more than 5% of the Common Stock, (ii) by each of our directors, (iii) by each of our executive officers and (iv) by all our directors and executive officers as a group. On such date, we had 335,365,926 shares of Common Stock outstanding.





25


As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the 60 days immediately following December 31, 2015. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated







Shares of Common Stock

Beneficially Owned


Percentage of Class

Beneficially Owned(1)5% StockholderJin Wang

Rizhao City, China


25,000,000



6.7
%Golden Nugget Resources Ltd.

Wanchai, Hong Kong (2)


25,000,000



6.7
%Kesseff Investments LLC

Las Vegas, Nevada (3)


20,000,000



5.3
%Directors and OfficersRonald Cormick(4)


90,000,000



24.0
%Ehud Amir (5)


130,000,000



34.6
%Larry Eastland (6)


25,000,000



6.7
%Haley Manchester


0



0
%All Directors and Officers as a Group


315,000,000



83.9
%





(1)
Applicable percentage of ownership is based on 375,365,926 shares of Common Stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of Common Stock within 60 days of the Record Date, for each stockholder. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities exercisable or convertible into shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.(2)
The shares are owned directly by Golden Nugget Resources Ltd of which Lilian Wai holds voting dispositive power.(3)
The shares are owned directly by Kesseff Investments LLC, managing partner, David Kesseff.(4)
Represents 90,000,000 shares of Common Stock held by Heritage Resources Limited, over which Ronald Cormick holds voting and dispositive power.(5)
Includes (i) 40,000,000 shares of Common Stock issuable upon conversion of 8,000,000 shares of Series E Preferred Stock held by Amir Holdings Limited, over which Ehud Amir holds voting and dispositive power; and (ii) 90,000,000 shares of Common Stock held by Amir Holdings Limited over which Ehud Amir holds voting and dispositive power.(6)
Represents 25,000,000 shares of Common Stock held by EDLA Family Trust LLC over which Larry Eastland holds voting and dispositive power.








Item 13.
Certain Relationships and Related Transactions, and Director Independence





All related person transactions are reviewed and, as appropriate, may be approved or ratified by the Board of Directors. Related person transactions are approved by the Board of Directors only if, based on all of the facts and circumstances, they are in, or not inconsistent with, our best interests and our stockholders, as the Board of Directors determines in good faith. The Board of Directors takes into account, among other factors it deems appropriate, whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Board of Directors may also impose such conditions as it deems necessary and appropriate on us or the related person in connection with the transaction.





In the case of a transaction presented to the Board of Directors for ratification, the Board of Directors may ratify the transaction or determine whether rescission of the transaction is appropriate.





CERTAIN RELATED PERSON TRANSACTIONS


Transactions with Ronald Cormick, CEO, Officer and Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 Mr. Ronald Cormick as consulting fees.
 
 During the period ended December 31, 2015, Mr. Ronald Cormick advanced $320,121 to the Company’s subsidiary TSO. As of December 31, 2015, $409,834 remained on the balance sheets as advances.
 
 Transactions with Ehud Amir, COO, Officer and Director of the Company
 
 26
 During the period ended December 31, 2015, Mr. Ehud Amir advanced $6,475 to the Company’s subsidiary TSO. as of December 31, 2015, $6,475 was on the balance sheets as advances.
 
 Transactions with Haley Manchester, CFO, Officer of the Company
 
 During the fiscal year ended December 31, 2015, the Company paid $10,000 to Mr. Haley Manchester as consulting fees.
 
 Transactions with Larry Eastland, Director of the Company
 
 During the fiscal year ended December 31, 2015, the Company accrued $150,000 consulting fees from Mr. Larry Eastland. As of December 31, 2015, $150,000 was on the balance sheets as accounts payable and accrued liabilities.





Item 14.
Principal Accounting Fees and Services





The following table presents fees, including reimbursements for expenses, professional audit services and other services rendered by (1) DCAW (CPA) Limited, the Company’s current independent registered public accounting firm for the fiscal year ended December 31, 2015; and, (2) AWC LLP (formerly known as Albert Wong & Co., LLP), the Company’s former independent registered public accounting firm for the fiscal year ended December 31, 2014.   On April 30, 2016  DCAW (CPA) Limited was formed as a result of a merger between AWC (CPA) Limited and Dominic K.F. Chan & Co.





Fiscal 2015


Fiscal 2014Audit Fees (1)

$
30,000


$
30,000Audit Related Fees (2)

$
—


$
—Tax Fees (3)

$
—


$
—All Other Fees (4)

$
—


$
—Total

$
30,000


$
30,000





(1)
Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by DCAW (CPA) Limited and AWC LLP firms in connection with statutory and regulatory filings or engagements. Audit Fees billed by DCAW (CPA) Limited and AWC LLP firms includes audited fees for auditing our 2015 and 2014 annual financial statements respectively.





(2)
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” There were no such fees in fiscal year 2015 or 2014.





(3)
Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. There were no such fees in fiscal year 2015 or 2014.





(4)
All Other Fees consist of fees for products and services other than the services reported above. There were no such fees in fiscal year 2015 or 2014.







27


PART IV





ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Financial Statements





The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Schedules





All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Exhibits





The following exhibits are filed as part of this Annual Report:


Exhibits:
Description:3.1
Certificate of Amendment, dated April 24, 2015(1)3.2
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock(2)3.3
Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(2)3.4
Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock(2)3.5
Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (4)10.1
Assignment and Assumption Agreement (2)10.2
Form of Exchange Agreement (2)10.3
Convertible Note Purchase Agreement and Form of 6% Convertible Promissory Note(3)10.4
Loan agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Orosz Brother Cars Ltd. (3)10.5
Sale and Purchase Agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Pryme Oil and Gas LLC (3)10.6
Exchange Agreement dated August 7, 2015 (4)31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101.INS**
XBRL Instance Document101.SCH**
XBRL Taxonomy Extension Schema Document101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document101.LAB**
XBRL Taxonomy Extension Labels Linkbase Document101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document*

**
Filed herewith.

To be filed by Amendment.

(1) Filed as an exhibit to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on April 29, 2015 and is incorporated herein by reference.

(2) Filed as exhibit to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on June 8, 2015 and is incorporated herein by reference.

(3) Filed as exhibits to the Company’s Quarterly Report on Form 10-Q which was filed with the Securities and Exchange Commission on September 14, 2015 and is incorporated by reference.

(4) Filed as exhibits to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on October 30, 2015 and is incorporated by reference herein





28








SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.








EAGLE MOUNTAIN CORPDate:
September 9, 2016
By:
/s/Ronald CormickName:
Jean MannTitle:
Chief Executive Officer, President, and Director (Principal Executive Officer)Date:
September 9, 2016
By:
/s/Haley ManchesterName:
Haley ManchesterTitle:
Chief Financial Officer (Principal Financial and Accounting Officer)













Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.







Signatures

Title

Date/s/ Ronald Cormick

Chief Executive Officer, President and Director

September 9, 2016Ronald Cormick/s/Larry Eastland

Secretary and Director

September 9, 2016Larry Eastland/s/Ehud Amir

Chief Operating Officer and Director

September 9, 2016Ehud Amir





29