Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 02, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Eagle Mountain Corp | |
Entity Trading Symbol | emtc | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | true | |
Entity Central Index Key | 934,445 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 333,405,926 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Description | Amendment No 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 271,954 | $ 0 |
Interest receivable | 7,781 | 0 |
Prepaid expense | 37,500 | 0 |
Other current assets | 8,422 | 0 |
Total current assets | 325,657 | 0 |
Note receivable | 258,450 | 0 |
Deposit on property (Note 6) | 260,000 | 0 |
Computers and electronics, net | 9,433 | 0 |
Intangible assets (Note 6) | 2,031,500 | 0 |
Assets from discontinued operations (Note 5) | 560,128 | 128 |
Total other assets | 3,119,511 | 0 |
TOTAL ASSETS | 3,445,168 | 128 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,174,503 | 0 |
Advances | 254,713 | 0 |
Deferred revenue | 350,000 | 0 |
Convertible notes, net | 1,150,000 | 0 |
Loan payable | 269,400 | 0 |
Liability for unissued shares | 765,000 | 0 |
Total current liabilities | 3,963,616 | 0 |
Liabilities from discontinued operations | 959,623 | 448,055 |
Total liabilities | 4,923,239 | 0 |
Stockholders' Equity (Deficit) | ||
Series B Convertible Preferred Stock Par value: $0.001, 8,000,000 shares authorized, 8,000,000 and nil shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Series C Convertible Preferred Stock Par value: $0.001, 2,100,000 shares authorized, nil shares issued and outstanding as of September 30, 2015 and December 31, 2014 | 0 | 0 |
Series D Convertible Preferred Stock Par value: $0.001, 640,000 shares authorized, nil shares issued and outstanding as of September 30, 2015 and December 31, 2014 | 0 | 0 |
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 September 30, 2015 and December 31, 2014, respectively | 8,000 | 0 |
Common stock: Par value: $0.001, 500,000,000 shares authorized, 271,055,926 shares issued and outstanding as of September 30, 2015 and December 31, 2014 | 271,056 | 2,205 |
Stock payable | 99,040,000 | 0 |
Additional paid in capital | 616,400,032 | 4,371,203 |
Exchange reserve | (1,776) | (1,776) |
Minority interest in earnings of subsidiary | 119,618 | 0 |
Total stockholders' equity | (1,478,071) | (447,927) |
Total liabilities and stockholders' equity | $ 3,445,168 | $ 128 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Parentheticals - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Series B Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Series B Convertible Preferred Stock, shares authorized | 8,000,000 | 8,000,000 |
Series B Convertible Preferred Stock, shares issued | 0 | 0 |
Series B Convertible Preferred Stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Series C Convertible Preferred Stock, shares authorized | 2,100,000 | 2,100,000 |
Series C Convertible Preferred Stock, shares issued | 0 | 0 |
Series C Convertible Preferred Stock, shares outstanding | 0 | 0 |
Series D Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Series D Convertible Preferred Stock, shares authorized | 640,000 | 640,000 |
Series D Convertible Preferred Stock, shares issued | 0 | 0 |
Series D Convertible Preferred Stock, shares outstanding | 0 | 0 |
Series E Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Series E Convertible Preferred Stock, shares authorized | 8,000,000 | 8,000,000 |
Series E Convertible Preferred Stock, shares issued | 8,000,000 | 0 |
Series E Convertible Preferred Stock, shares outstanding | 8,000,000 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 271,055,926 | 271,055,926 |
Common Stock, shares outstanding | 271,055,926 | 271,055,926 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES: | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
Depreciation | 270 | 0 | 270 | 0 |
Exploration expenses | (1,449) | 0 | 18,590 | 0 |
Professional fees | 61,392 | 0 | 285,892 | 0 |
General and administrative expenses | 1,304,473 | 0 | 1,469,638 | 0 |
Total operating expenses | 1,364,686 | 0 | 1,774,390 | 0 |
Income (loss) from continuing operations | (1,364,686) | 0 | (1,774,390) | 0 |
Other Income (expenses) | ||||
Interest expenses | (1,102,777) | 0 | (1,175,863) | 0 |
Interest income | 2,474 | 0 | 2,843 | 0 |
Impairment of goodwill | 0 | 0 | (604,163,185) | 0 |
Loss on debt settlement | 0 | 0 | (105,233,144) | 0 |
Other Income (expenses) | (1,100,303) | 0 | (710,569,349) | 0 |
Net Income (loss) from continuing operations | (2,464,989) | 0 | (712,343,739) | 0 |
Net Income (loss) from discontinued operations | 0 | 12,673,201 | (151,703) | 12,098,522 |
Net Income (loss) | (2,464,989) | 12,673,201 | (712,495,442) | 12,098,522 |
Attributable to: | ||||
Non-controlling interest | (42,030) | 0 | (49,071) | 0 |
Shareholders of the Company | $ (2,422,959) | $ 12,673,201 | $ (712,446,371) | $ 12,098,522 |
Net Loss Per Common Share - basic and diluted | $ (0.02) | $ 5.75 | $ (18.43) | $ 5.49 |
Weighted average number of shares - basic and diluted | 110,329,828 | 2,205,010 | 38,642,678 | 2,205,010 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) before non-controlling interest | $ (712,495,442) | $ 12,098,522 |
Add: loss from discontinued operations | 151,703 | (12,098,522) |
Adjustments to reconcile net income (loss) to cash used in operation | ||
Depreciation | 270 | 0 |
Impairment of Goodwill | 604,163,185 | 0 |
Amortization of debt discount | 1,150,000 | 0 |
Loss on debt settlement | 105,233,144 | 0 |
Changes in current assets and liabilities: | ||
Interest receivable | (2,843) | 0 |
Prepaid expenses | (37,500) | 0 |
Other receivable | (1,109) | 0 |
Accounts payable and accrued expenses | (50,815) | 0 |
Deferred revenue | 350,000 | 0 |
Liability for unissued shares | 765,000 | 0 |
Net cash provided (used) from continuing activities | (774,407) | 0 |
Net cash provided (used) from discontinued activities | 0 | 1,615,830 |
Net cash provided (used) from operating activities | (774,407) | 1,615,830 |
Cash flows from investing activities: | ||
Cash and cash equivalents acquired from acquisitions of consolidated companies | 132,064 | 0 |
Advances of funds to subsidiary before acquisition | (151,000) | 0 |
Loan receivable | (175,000) | 0 |
Computers and electronics | (9,703) | 0 |
Net cash provided (used) from continuing activities | (203,639) | 0 |
Net cash provided (used) from discontinued activities | 0 | 11,738,454 |
Net cash provided (used) from investing activities | (203,639) | 11,738,454 |
Cash flows from financing activities: | ||
Proceeds from subscription | 100,000 | 0 |
Proceeds from convertible notes | 1,150,000 | 0 |
Net cash provided (used) from continuing activities | 1,250,000 | 0 |
Net cash provided (used) from discontinued activities | 0 | (13,585,403) |
Net cash provided (used) from financing activities | 1,250,000 | (13,585,403) |
Net cash flows | 271,954 | (231,119) |
Cash and equivalents, beginning of period | 0 | 231,119 |
Cash and equivalents, end of period | 271,954 | 0 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental non-cash investing activities: | ||
Non- cash net assets acquired, Assumption Agreement | $ 685,126 | $ 0 |
Organization and Principal Acti
Organization and Principal Activities | 9 Months Ended |
Sep. 30, 2015 | |
Organization and Principal Activities: | |
Organization and Principal Activities | 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 Peoples 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 Companys Board of Directors, and the Companys 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 Companys 85.39% controlled subsidiary, Shale Oil International Inc. In addition, Mr. Ronald Cormick, the Companys 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 Companys 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 Companys authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Companys 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 Companys common stock outstanding immediately prior to July 17, 2015, as well as the number of shares of common stock available for issuance under the Companys 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 Companys common stock upon the amendment to the Companys 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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 Companys equity therein. Minority interests consist of the amount of those interests at the date of original business combination and the minoritys share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minoritys 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 Companys share of the identifiable net assets acquired is recorded as goodwill. At September 30, 2015, we had no recorded goodwill. The interest of minority shareholders in the acquisition is initially measured at the minoritys proportion of the net fair value of the assets, liabilities and contingent liabilities recognized. 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 six month period ended September 30, 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 Companys 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. The Company had the following potential common stock equivalents at September 30, 2015: Series E Convertible Preferred Stock 40,000,000 Convertible notes 21,330,810 Stock payable, common shares 51,000,000 Since the Company reported a net loss at December 31, 2014 and September 30, 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 periods financial statements to conform to the current periods 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. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern | |
Going Concern | Note 3 Going Concern The Company has incurred net losses since inception and had a working capital deficit of $3,637,959 at September 30, 2015. These conditions raise substantial doubt as to the Companys 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. |
Acquisition, Change of Business
Acquisition, Change of Business | 9 Months Ended |
Sep. 30, 2015 | |
Acquisition, Change of Business | |
Acquisition, Change of Business | 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 include: 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 acquirers 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 acquired Cash 132,064 - 132,064 Interest receivable 4,938 - 4,938 Other receivable 7,313 - 7,313 Note receivable 83,450 - 83,450 Deposit on property 260,000 - 260,000 Intangible assets 2,031,500 - 2,031,500 Accounts payable and accrued liabilities (1,061,544 ) - (1,061,544 ) Advances (220,131 ) - (220,131 ) Loan payable (269,400 ) - (269,400 ) Advances from Eagle Mountain Corp (151,000 ) - (151,000 ) Total 817,190 - 817,190 Minority interest (119,358 ) Total consideration 697,832 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. 603,534,000 Assumed convertible notes 1,327,017 Total: 604,861,017 Goodwill 604,163,185 Upon review, the Company has fully impaired the Goodwill on the transaction date. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations | |
Discontinued Operations | 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 (which remains payable at September 30, 2015). 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 September 30, 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 September 30, 2015 (Unaudited) As of December 31, 2014 (Audited) ASSETS Current assets Accounts receivable $ 560,000 $ - Other current assets 128 128 Total current assets 560,128 128 TOTAL ASSETS $ 560,128 $ 128 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 847,090 $ 335,522 Due to shareholders 112,533 112,533 Total current liabilities 959,623 448,055 Total liabilities 959,623 448,055 The results of the discontinued operations are as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Net sales $ - $ - $ 560,000 $ 1,013,241 Costs of sales - - 480,000 1,113,533 Gross profit (loss) - - 80,000 (100,292 ) Operating Expenses Selling and distribution costs - - 49,280 118,365 General and administrative expenses - - 182,423 409,106 Income (loss) from operation - - 231,703 (627,763 ) Other income (expenses) - 12,673,201 - 12,726,285 Income (loss) from discontinued operations - 12,673,201 (151,703 ) 12,098,522 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets {1} | |
Other Assets | Note 6 Other Assets (a) Sale and Purchase Agreement with Pryme Oil and Gas LLC On May 23, 2014 the Companys 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 Companys subsidiary, as Purchaser, will acquire 100% of the Sellers 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 Under the terms of the agreement, should the transaction fail to close for any reason, the $260,000 advance by the Companys 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. (b) Intangible Assets Intangible assets totaling $2,031,500 reflected on the Companys 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 Companys 85.39% controlled subsidiary, Shale Oil International Inc., and its wholly owned subsidiary, Texas Shale Oil Inc. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue: | |
Deferred Revenue | Note 7 Deferred Revenue In September 2015, the Company received $350,000 from a client in respect to and 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 September 30, 2015 the Company had not yet completed the scope of work and has recorded the amount received as deferred revenue. |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2015 | |
Loans Receivable: | |
Loans Receivable | Note 8 Loans Receivable During the nine month period ended September 30, 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 Companys 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. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Notes: | |
Convertible Notes | 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 Companys 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 Companys market price on the date of the transaction, and assuming all Series D Convertible Shares of Preferred Stock were converted to shares of the Companys common stock. We recorded $105,233,144 as a loss on debt settlement. During the nine month period ended September 30, 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 $0.0469 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 nine month period ended September 30, 2015 was $1,150,000. September 30, 2015 Issue Date Total convertible promissory note face value 1,150,000 1,150,000 Less: beneficial conversion feature - (1,150,000 ) 1,150,000 - 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 three month period For the nine month period September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Amortization of debt discount $ 1,079,138 $ - $ 1,150,000 $ - Interest at contractual rate 15,736 - 17,960 - Totals $ 1,094,874 $ - $ 1,167,960 $ - |
Agreements for Services
Agreements for Services | 9 Months Ended |
Sep. 30, 2015 | |
Agreements for Services: | |
Agreements for Services | Note 10 Agreements for Services On August 3, 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 Companys projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 600,000 shares of the Companys common stock, which was valued at fair market value on issuance at $1.275 per share or $765,000. |
Subscription Agreement
Subscription Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Subscription Agreement: | |
Subscription Agreement | Note 11 Subscription Agreement On April 20, 2015, the Company entered into a subscription agreement with an investor for a total of 1,000,000 shares of the Companys common stock at a price of US$0.10 per share. The total amount of $100,000 was received in August 2015, however, as at September 30, 2015 the shares remained unissued and have been recorded as stock payable under the equity section of the Companys balance sheets. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Common Stock | |
Common Stock | 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 Companys common stock upon the Companys 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 Companys 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 Companys 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 Companys common stock upon the Companys 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 Companys 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 Companys 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 Companys common stock upon the Companys 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 Companys 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 Companys 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 Companys authorized common stock was increased to 500,000,000 shares and every eighteen shares of the Companys 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 Companys common stock outstanding immediately prior to the Effective Time, as well as the number of shares of common stock available for issuance under the Companys 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. 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 Companys common stock upon the amendment to the Companys 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 Companys 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 Companys 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. The Company had 271,055,910 and 2,205,010 shares of common stock outstanding at September 30, 2015 and December 31, 2014. |
Other Events
Other Events | 9 Months Ended |
Sep. 30, 2015 | |
Other Events: | |
Other Events | 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. Wongs 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events | |
Subsequent Events | Note 14 Subsequent Events On October 9, 2015, 600,000 shares of the Companys common stock was issued in respect to the services agreements. (For more details, see Note 9 Services Agreements) On October 30, 2015, 50,000,000 shares of the Companys 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, 2,000,000 shares of the Companys common stock was issued in respect to the subscription agreement referred to above in Note 10, as well a subsequent subscription agreement with the same shareholder for a further 1,000,000 shares. (ref Note 10 Subscription Agreement). 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). |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies: | |
Principles of Consolidation | 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 | 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, Policy | 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 | 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 Companys equity therein. Minority interests consist of the amount of those interests at the date of original business combination and the minoritys share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minoritys 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, Policy | 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 Companys share of the identifiable net assets acquired is recorded as goodwill. At September 30, 2015, we had no recorded goodwill. The interest of minority shareholders in the acquisition is initially measured at the minoritys proportion of the net fair value of the assets, liabilities and contingent liabilities recognized. |
Oil and Gas Properties | 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 | 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 six month period ended September 30, 2015, there was no impairment of long-lived assets. |
Intangible Assets, Policy | 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 Companys 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, Policy | 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, Policy | 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. The Company had the following potential common stock equivalents at September 30, 2015: Series E Convertible Preferred Stock 40,000,000 Convertible notes 21,330,810 Stock payable, common shares 51,000,000 Since the Company reported a net loss at December 31, 2014 and September 30, 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 | Reclassification Certain reclassifications have been made to the prior periods financial statements to conform to the current periods presentation. |
Recent Accounting Pronouncements | 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. |
Schedule of Potential Common St
Schedule of Potential Common Stock Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Potential Common Stock Equivalents | |
Schedule of Potential Common Stock Equivalents | The Company had the following potential common stock equivalents at September 30, 2015: Series E Convertible Preferred Stock 40,000,000 Convertible notes 21,330,810 Stock payable, common shares 51,000,000 |
Schedule of Acquisition, Change
Schedule of Acquisition, Change of Business (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations: | |
Schedule of Business Acquisitions, by Acquisition | 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 acquired Cash 132,064 - 132,064 Interest receivable 4,938 - 4,938 Other receivable 7,313 - 7,313 Note receivable 83,450 - 83,450 Deposit on property 260,000 - 260,000 Intangible assets 2,031,500 - 2,031,500 Accounts payable and accrued liabilities (1,061,544 ) - (1,061,544 ) Advances (220,131 ) - (220,131 ) Loan payable (269,400 ) - (269,400 ) Advances from Eagle Mountain Corp (151,000 ) - (151,000 ) Total 817,190 - 817,190 Minority interest (119,358 ) Total consideration 697,832 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. 603,534,000 Assumed convertible notes 1,327,017 Total: 604,861,017 Goodwill 604,163,185 Upon review, the Company has fully impaired the Goodwill on the transaction date. |
Schedule of Convertible Notes (
Schedule of Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Convertible Notes | |
Schedule of Amortization of Discount | Amortization of the discount for the nine month period ended September 30, 2015 was $1,150,000. September 30, 2015 Issue Date Total convertible promissory note face value 1,150,000 1,150,000 Less: beneficial conversion feature - (1,150,000 ) 1,150,000 - |
Schedule of Interest expense | 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 three month period For the nine month period September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Amortization of debt discount $ 1,079,138 $ - $ 1,150,000 $ - Interest at contractual rate 15,736 - 17,960 - Totals $ 1,094,874 $ - $ 1,167,960 $ - |
Organization and Principal Ac24
Organization and Principal Activities (Details) - shares | Aug. 24, 2015 | Jul. 17, 2015 | Jun. 05, 2015 |
Organization and Principal Activities Details | |||
Ownership percentage | 100.00% | ||
Percentage of ownership interest in the subsidiary | 85.39% | ||
Common Stock, shares authorized | 500,000,000 | ||
Shares of Class D Preferred Stock converted into common shares | 638,509 | ||
Shares of Class C Preferred Stock converted into common shares | 2,050,000 | ||
Shares of Class D and C Preferred Stock converted into shares of common stock | 268,850,900 | ||
Holders of shares of Class B Preferred stock surrendered common shares | 8,000,000 | ||
Holders of shares of Class B Preferred stock surrendered common shares upon conversion | 40,000,000 | ||
Holders of shares of Class B Preferred stock surrendered common shares, exchanged for Series E preferred stock | 8,000,000 |
Loss per Common Share (Details)
Loss per Common Share (Details) | Sep. 30, 2015USD ($)shares |
Loss per Common Share Details | |
Series E Convertible Preferred Stock | 40,000,000 |
Convertible notes | $ | $ 21,330,810 |
Stock payable, common shares | 51,000,000 |
Going Concern (Details)
Going Concern (Details) | Sep. 30, 2015USD ($) |
Going Concern Details | |
Working capital deficit | $ 3,637,959 |
Acquisition, Change of Busine27
Acquisition, Change of Business Narrative (Details) | Jun. 05, 2015USD ($)shares |
Acquisition, Change of Business Narrative Details | |
Assumed debts in the aggregate amount from the Assignor | $ | $ 1,327,017 |
Amount was subsequently released in exchange for shares of a newly designated class of Series D Convertible Preferred Stock | 538,509 |
Newly designated Series B Convertible Preferred Stock shares issued | 8,000,000 |
Newly designated Series C Convertible Preferred Stock shares issued | 2,050,000 |
Issued shares of a newly designated Series D Convertible Preferred Stock | 100,000 |
Issued assignees shares of common stock | 50,000,000 |
Percent of Controlling ownership of Shale Oil International Inc | 85.39% |
Subsidiary ownership percentage | 100.00% |
Value of the transaction , based on fair market value of the acquirer's stock | $ | $ 603,534,000 |
Issuance of a total shares of common stock | 50,000,000 |
Value of 85.39% the net underlying assets of Assignor, approximately | $ | $ 697,832 |
Allocation of the purchase price totaling | $ | $ 697,832 |
Acquisition, Change of Busine28
Acquisition, Change of Business - Allocation of purchase price (Details) | May. 31, 2015USD ($)shares |
Net assets acquired - Book value | |
Cash | $ 132,064 |
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 | 817,190 |
Net assets acquired - Fair value adjustments | |
Cash | 0 |
Interest receivable | 0 |
Other receivable | 0 |
Note receivable | 0 |
Deposit on property | 0 |
Intangible assets | 0 |
Accounts payable and accrued liabilities | 0 |
Advances | 0 |
Loan payable | 0 |
Advances from Eagle Mountain Corp | 0 |
Total | 0 |
Net assets acquired - Fair value | |
Cash | 132,064 |
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 | 817,190 |
Minority interest | (119,358) |
Total consideration | $ 697,832 |
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 | shares | 603,534,000 |
Assumed convertible notes | $ 1,327,017 |
Total: | 604,861,017 |
Goodwill | $ 604,163,185 |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) | Jun. 05, 2015USD ($)shares |
Discontinued Operations Narrative Details | |
Assumed debts in the aggregate amount from the Assignor | $ | $ 1,327,017 |
Amount was subsequently released in exchange for shares of a newly designated class of Series D Convertible Preferred Stock | 538,509 |
Issued assignees shares of a newly designated Series B Convertible Preferred Stock | 8,000,000 |
Issued assignees shares of a newly designated Series C Convertible Preferred Stock | 2,050,000 |
Issued shares of a newly designated Series D Convertible Preferred Stock | 100,000 |
Issued assignees shares of common stock | 50,000,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Accounts receivable | $ 560,000 | $ 0 |
Other current assets | 128 | 128 |
Total current assets | 560,128 | 128 |
TOTAL ASSETS | 560,128 | 128 |
Current liabilities | ||
Accounts payable and accrued liabilities | 847,090 | 335,522 |
Due to shareholders | 112,533 | 112,533 |
Total current liabilities | 959,623 | 448,055 |
Total liabilities | $ 959,623 | $ 448,055 |
Discontinued Operations (Deta31
Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Results of the discontinued operations | ||||
Net sales | $ 0 | $ 0 | $ 560,000 | $ 1,013,241 |
Costs of sales | 0 | 0 | 480,000 | 1,113,533 |
Gross profit (loss) | 0 | 0 | 80,000 | (100,292) |
Operating Expenses | ||||
Selling and distribution costs | 0 | 0 | 49,280 | 118,365 |
General and administrative expenses | 0 | 0 | 182,423 | 409,106 |
Income (loss) from operation | 0 | 0 | 231,703 | (627,763) |
Other income (expenses) | 0 | 12,673,201 | 0 | 12,726,285 |
Income (loss) from discontinued operations | $ 0 | $ 12,673,201 | $ (151,703) | $ 12,098,522 |
Other Assets (Details)
Other Assets (Details) - USD ($) | Sep. 30, 2015 | Jun. 05, 2015 | May. 31, 2015 | Aug. 31, 2014 | May. 23, 2014 |
Sale and Purchase Agreement with Pryme Oil and Gas LLC | |||||
Subsidiary ownership percentage | 100.00% | ||||
Subsidiary ownership percentage | 85.39% | ||||
Consideration for acquisition | $ 1,400,000 | ||||
Seller's proportionate share of the installation of an artificial lift system on the Rosewood Plantation | 260,000 | ||||
Deposit on property | $ 260,000 | $ 260,000 | 0 | ||
Advance by the subsidiary converted into an unrestricted block of stock equivalent value to the cash proceeds advanced | $ 260,000 | ||||
Intangible Assets: | |||||
Intangible assets | $ 2,031,500 | $ 2,031,500 | |||
Subsidiary ownership percentage | 100.00% | 85.39% |
Deferred Revenue (Details)
Deferred Revenue (Details) | Sep. 30, 2015USD ($) |
Deferred Revenue Details | |
Received from a client | $ 350,000 |
Loans Receivable (Details)
Loans Receivable (Details) | Sep. 30, 2015USD ($) | Jun. 01, 2014USD ($) |
Loans Receivable Details | ||
Provided in operating capital to a third party in form of a note | $ 175,000 | |
Term of the note (years) | 2 | |
Interest rate (plus USD Libor rate) | 2.00% | |
Company's subsidiary provided to a third party in form of a note | $ 83,450 | |
Term of the note in years | 2 | |
Interest rate per annum | 6.00% |
Convertible Notes (Details)
Convertible Notes (Details) | Jun. 05, 2015USD ($)shares |
Convertible Notes Details | |
Holders released the Company in full from the Company's obligations | $ 1,327,017 |
Amount was subsequently released in exchange for shares of a newly designated class of Series D Convertible Preferred Stock | shares | 538,509 |
Aggregate shares of Series D Convertible Preferred Stock, fair value | $ 106,560,161 |
Loss on debt settlement recorded | $ 105,233,144 |
Convertible Notes - During the
Convertible Notes - During the period (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Convertible Notes - During the period Details | |
Convertible notes, percent | 6.00% |
Maturity Date | september 01 2015 |
Conversion price, minimum | $ / shares | $ 0.0469 |
Conversion price, maximum | $ / shares | $ 0.10 |
Total convertible notes received | $ | $ 1,150,000 |
Amortization of the discount | $ | $ 1,150,000 |
Convertible Notes - Amortizatio
Convertible Notes - Amortization of Discount (Details) - USD ($) | Sep. 30, 2015 | Jun. 05, 2015 | May. 31, 2015 |
Convertible Notes - Amortization of Discount Details | |||
Total convertible promissory note - face value | $ 1,150,000 | $ 1,150,000 | |
Less: beneficial conversion feature | 0 | (1,150,000) | |
Total | $ 1,150,000 | $ 0 | $ 817,190 |
Convertible Notes - Interest Ex
Convertible Notes - Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Convertible Notes - Interest Expenses Details | ||||
Amortization of debt discount | $ 1,079,138 | $ 0 | $ 1,150,000 | $ 0 |
Interest at contractual rate | 15,736 | 0 | 17,960 | 0 |
Totals | $ 1,094,874 | $ 0 | $ 1,167,960 | $ 0 |
Common Stock (Details)
Common Stock (Details) | Oct. 23, 2015$ / sharesshares | Sep. 30, 2015shares | Aug. 24, 2015shares | Jul. 17, 2015shares | Jun. 08, 2015$ / sharesshares | Jun. 05, 2015USD ($)shares | Dec. 31, 2014shares |
Common Stock Details | |||||||
Newly designated Series B Convertible Preferred Stock issued | 8,000,000 | ||||||
Newly designated Series C Convertible Preferred Stock issued | 2,050,000 | ||||||
Newly designated Series D Convertible Preferred Stock issued | 100,000 | ||||||
Common Stock shares issued under assumption agreement | 50,000,000 | ||||||
Value of assumed debt to be settled by the Company | $ | $ 1,327,017 | ||||||
Series D Convertible Preferred Stock issued for assumed debt settlement | 538,509 | ||||||
Authorized issuance of Series B Preferred Stock shares | 8,000,000 | ||||||
Series B Preferred Stock, stated value per share | $ / shares | $ 0.001 | ||||||
Series B Preferred Stock share convertible into shares of common stock | 90 | ||||||
Effected reverse split of its common stock a one for | 18 | ||||||
Series B Preferred Stock share adjusted, convertible into common shares | 5 | ||||||
Authorized issuance of Series C Preferred Stock shares | 2,100,000 | ||||||
Series C Preferred Stock, stated value per share | $ / shares | $ 0.001 | ||||||
Series C Preferred Stock share convertible into shares of common stock | 1,800 | ||||||
Series C Preferred Stock share adjusted, convertible into common shares | 100 | ||||||
Authorized issuance of Series D Preferred Stock shares | 640,000 | ||||||
Series D Preferred Stock, stated value per share | $ / shares | $ 0.001 | ||||||
Series D Preferred Stock share convertible into shares of common stock | 1,800 | ||||||
Series D Preferred Stock share adjusted, convertible into common shares | 100 | ||||||
Common Stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Every 18 issued and oustanding common shares converted into issued and outstanding share of common stock | 1 | ||||||
Shares of Class D Preferred Stock converted into common shares | 638,509 | ||||||
Shares of Class C Preferred Stock converted into common shares | 2,050,000 | ||||||
Shares of Class D and C Preferred Stock converted into shares of common stock | 268,850,900 | ||||||
Holders of shares of Class B Preferred stock surrendered common shares | 8,000,000 | ||||||
Holders of shares of Class B Preferred stock surrendered common shares upon conversion | 40,000,000 | ||||||
Holders of shares of Class B Preferred stock surrendered common shares, exchanged for Series E preferred stock | 8,000,000 | ||||||
Authorized issuance of Series E Preferred Stock shares | 8,000,000 | ||||||
Series E Preferred Stock, stated value per share | $ / shares | $ 0.001 | ||||||
Series E Preferred Stock share convertible into shares of common stock | 5 | ||||||
Shares of common stock outstanding | 271,055,910 | 2,205,010 |
Agreements for Services (Detail
Agreements for Services (Details) | Aug. 03, 2015USD ($)shares |
Agreements for Services Details | |
Shares of common stock for the services provided | shares | 600,000 |
Shares of common stock valued at fair market value | $ | $ 765,000 |
Subscription Agreement (Details
Subscription Agreement (Details) - USD ($) | Aug. 31, 2015 | Apr. 20, 2015 |
Subscription Agreement Details | ||
Subscription agreement with an investor for a total shares of common stock | 1,000,000 | |
Shares of common stock per share | $ 0.10 | |
Total amount received | $ 100,000 |
Subsequent Events Transactions
Subsequent Events Transactions (Details) - shares | Nov. 30, 2015 | Nov. 06, 2015 | Oct. 30, 2015 | Oct. 09, 2015 |
Subsequent Events Transactions Details | ||||
Shares of common stock issued for services agreements | 600,000 | |||
Shares of common stock issued for acquisition of business | 50,000,000 | |||
Shares of common stock issued for subscription agreement | 2,000,000 | |||
Shares of common stock issued in respect to the various convertible notes | 8,750,000 | 8,750,000 |