Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Sep. 13, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Eagle Mountain Corp | |
Entity Central Index Key | 934,445 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 271,055,926 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 196,523 | |
Interest receivable | 5,307 | |
Prepaid expense | 7,000 | |
Other current assets | 7,313 | |
Total current assets | 216,143 | |
Note receivable | 258,450 | |
Deposit on property (Note 6) | 260,000 | |
Intangible assets (Note 6) | 2,031,500 | |
Assets from discontinued operations (Note 5) | 560,128 | $ 128 |
Total other assets | 3,110,078 | |
TOTAL ASSETS | 3,326,221 | $ 128 |
Current liabilities | ||
Accounts payable and accrued liabilities | 905,931 | |
Advances | 220,131 | |
Convertible notes, net | 70,862 | |
Loan payable | 269,400 | |
Total current liabilities | 1,466,324 | |
Liabilities from discontinued operations | 1,159,758 | $ 448,055 |
Total liabilities | 2,626,082 | |
Stockholders' Equity (Deficit) | ||
Common stock: Par value: $0.001, 500,000,000 shares authorized, 2,205,010 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | 2,205 | $ 2,205 |
Stock payable | 98,940,000 | |
Additional paid in capital | 616,479,675 | $ 4,371,203 |
Exchange reserve | (1,776) | $ (1,776) |
Minority interest in earnings of subsidiary | 119,358 | |
Accumulated deficit | (714,850,012) | $ (4,819,559) |
Total stockholders' equity | 700,139 | (447,927) |
Total liabilities and stockholders' equity | 3,326,221 | $ 128 |
Series B Convertible Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred Stock, value | 8,000 | |
Series C Convertible Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred Stock, value | 2,050 | |
Series D Convertible Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Convertible Preferred Stock, value | $ 639 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 2,205,010 | 2,205,010 |
Common stock, shares outstanding | 2,205,010 | 2,205,010 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 8,000,000 | |
Preferred stock, shares outstanding | 8,000,000 | |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,100,000 | 2,100,000 |
Preferred stock, shares issued | 2,050,000 | |
Preferred stock, shares outstanding | 2,050,000 | |
Series D Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 640,000 | 640,000 |
Preferred stock, shares issued | 638,509 | |
Preferred stock, shares outstanding | 638,509 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
Exploration expenses | $ 20,039 | $ 20,039 | ||
Professional fees | 224,500 | 224,500 | ||
General and administrative expenses | 165,165 | 165,165 | ||
Total operating expenses | 409,704 | 409,704 | ||
Income (loss) from continuing operations | (409,704) | (409,704) | ||
Other Income (expenses) | ||||
Interest expenses | (73,086) | (73,086) | ||
Interest income | 369 | 369 | ||
Impairment of goodwill | (604,163,185) | (604,163,185) | ||
(Loss) on debt settlement | (105,233,144) | (105,233,144) | ||
Other Income (expenses) | (709,469,046) | (709,469,046) | ||
Net Income (loss) from continuing operations | (709,878,750) | (709,878,750) | ||
Net Income (loss) from discontinued operations | (1,060) | $ (282,104) | (151,703) | $ (574,679) |
Net Income (loss) | (709,879,810) | $ (282,104) | (710,030,453) | $ (574,679) |
Attributable to: | ||||
Non-controlling interest | (7,041) | (7,041) | ||
Shareholders of the Company | $ (709,879,810) | $ (282,104) | $ (710,030,453) | $ (574,679) |
Net Loss Per Common Share - basic and diluted | $ 0 | $ (0.01) | $ 0 | $ (0.01) |
Weighted average number of shares - basic and diluted | 2,205,010 | 2,205,010 | 2,205,010 | 2,205,010 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) before non-controlling interest | $ (710,030,453) | $ (574,679) |
Add: loss from discontinued operations | 151,703 | $ 574,679 |
Adjustments to reconcile net income (loss) to cash used in operation | ||
Impairment of Goodwill | 604,163,185 | |
Amortization of debt discount | 70,862 | |
Loss on debt settlement | 105,233,144 | |
Changes in current assets and liabilities: | ||
Interest receivable | (369) | |
Prepaid expenses | (7,000) | |
Accounts payable and accrued expenses | (155,613) | |
Net cash provided (used) from continuing activities | $ (574,541) | |
Net cash provided (used) from discontinued activities | $ 1,615,830 | |
Net cash provided (used) from operating activities | $ (574,541) | $ 1,615,830 |
Cash flows from investing activities: | ||
Cash and cash equivalents acquired from acquisitions of consolidated companies | 132,064 | |
Advances of funds to subsidiary before acquisition | (151,000) | |
Loan receivable | (175,000) | |
Net cash provided (used) from continuing activities | $ (193,936) | |
Net cash provided (used) from discontinued activities | $ 10,806,654 | |
Net cash provided (used) from investing activities | $ (193,936) | $ 10,806,654 |
Cash flows from financing activities: | ||
Proceeds from convertible notes | 965,000 | |
Net cash provided (used) from continuing activities | $ 965,000 | |
Net cash provided (used) from discontinued activities | $ (12,653,603) | |
Net cash provided (used) from financing activities | $ 965,000 | (12,653,603) |
Net cash flows | $ 196,523 | (231,119) |
Cash and equivalents, beginning of period | $ 231,119 | |
Cash and equivalents, end of period | $ 196,523 | |
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 | $ 685,126 |
Organization and Principal Acti
Organization and Principal Activities | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Principal Activities [Abstract] | |
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 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% 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 be 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 when on August 24, 2015 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 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 June 30, 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. 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 June 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 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 The Company had the following potential common stock equivalents at June 30, 2015: Series B Convertible Preferred Stock 40,000,000 Series C Convertible Preferred Stock 205,000,000 Series D Convertible Preferred Stock 63,850,900 Convertible notes 12,650,000 Stock payable, common shares 50,000,000 Since the Company reported a net loss at December 31, 2014 and June 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. 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. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has incurred net losses since inception and had a working capital deficit of $1,251,241 at June 30, 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. |
Acquisition, Change of Business
Acquisition, Change of Business | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition, Change of Business [Abstract] | |
Acquisition, Change of Business | Note 4 – Acquisition, Change of Business 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 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 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 ) 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. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
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). 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 June 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 June 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 $ 1,047,225 $ 335,522 Due to shareholders 112,533 112,533 Total current liabilities 1,159,758 448,055 Total liabilities 1,159,758 448,055 The results of the discontinued operations are as follows: Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2015 2014 2015 2014 Net sales $ - $ 451,371 $ 560,000 $ 1,013,241 Costs of sales - 526,225 480,000 1,113,533 Gross profit (loss) - (74,854 ) 80,000 (100,292 ) Operating Expenses Selling and distribution costs - 30,990 49,280 118,365 General and administrative expenses 1,060 196,108 182,423 409,106 Operation expenses 1,060 227,098 231,703 527.471 Other income (expenses) - 19,848 - 53,084 Income (loss) from discontinued operations (1,060 ) (282,104 ) (151,703 ) (574,679 ) |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2015 | |
Other Assets [Abstract] | |
Other Assets | Note 6 – Other Assets (a) Sale and Purchase Agreement with Pryme Oil and Gas LLC On May 23, 2014 the Company’s 85% 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 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. (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% controlled subsidiary, Shale Oil International Inc., and its wholly owned subsidiary, Texas Shale Oil Inc. |
Loan Receivable
Loan Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Loan Receivable [Abstract] | |
Loan Receivable | Note 7 – Loan Receivable 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. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Notes [Abstract] | |
Convertible Notes | Note 8 – 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. During the six month period ended June 30, 2015, the Company entered into various 6% convertible notes with investors, having different terms of maturity between three months to two years and with conversion prices varying from $0.05 to $0.10. We received a total of $965,000 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 $965,000, 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 six month period ended June 30, 2015 was $70,862. June 30, 2015 Issue Date Total convertible promissory note – face value 965,000 965,000 Less: beneficial conversion feature (894,138 ) (965,000 ) 70,862 - Interest expenses: For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 70,862 $ - $ 70,862 $ - Interest at contractual rate 2,224 - 2,224 - Totals $ 73,086 $ 1,247 $ 73,086 $ 10,551 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock [Abstract] | |
Common Stock | Note 9 – 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. The Company had 2,205,010 shares of common stock outstanding at June 30, 2015 and December 31, 2014. |
Other Events
Other Events | 6 Months Ended |
Jun. 30, 2015 | |
Other Events [Abstract] | |
Other Events | Note 10 – 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events 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 be 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. On August 24, 2015 the holders of 638,509 shares of Class D and 2,050,000 shares of Class C convertible preferred stock, converted those shares into 268,850,900 shares of our common stock, effecting a change in control. On September 1, 2015 a total of $350,000 in convertible notes became due and payable. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Principal of Consolidation | Principal of Consolidation These consolidated financial statements include the accounts of Eagle Mountain Corp. and its 85.39% controlled 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 | 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 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 | 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 June 30, 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. |
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 June 30, 2015, there was no impairment of long-lived assets. |
Intangible 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 | 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 | 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 | Loss per Common Share The Company had the following potential common stock equivalents at June 30, 2015: Series B Convertible Preferred Stock 40,000,000 Series C Convertible Preferred Stock 205,000,000 Series D Convertible Preferred Stock 63,850,900 Convertible notes 12,650,000 Stock payable, common shares 50,000,000 Since the Company reported a net loss at December 31, 2014 and June 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. |
Reclassification | Reclassification Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s 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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of common stock equivalents | Series B Convertible Preferred Stock 40,000,000 Series C Convertible Preferred Stock 205,000,000 Series D Convertible Preferred Stock 63,850,900 Convertible notes 12,650,000 Stock payable, common shares 50,000,000 |
Acquisition, Change of Busine19
Acquisition, Change of Business (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition, Change of Business [Abstract] | |
Schedule of fair value assets and liabilities at cost | At May 31, 2015 Book value Fair value adjustments Fair value $ $ $ Net assets acquired 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 ) 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. 603,534,000 Assumed convertible notes 1,327,017 Total: 604,861,017 Goodwill 604,163,185 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
Schedule of major classes of assets and liabilities from discontinued operations | As of June 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 $ 1,047,225 $ 335,522 Due to shareholders 112,533 112,533 Total current liabilities 1,159,758 448,055 Total liabilities 1,159,758 448,055 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2015 2014 2015 2014 Net sales $ - $ 451,371 $ 560,000 $ 1,013,241 Costs of sales - 526,225 480,000 1,113,533 Gross profit (loss) - (74,854 ) 80,000 (100,292 ) Operating Expenses Selling and distribution costs - 30,990 49,280 118,365 General and administrative expenses 1,060 196,108 182,423 409,106 Operation expenses 1,060 227,098 231,703 527.471 Other income (expenses) - 19,848 - 53,084 Income (loss) from discontinued operations (1,060 ) (282,104 ) (151,703 ) (574,679 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Notes [Abstract] | |
Schedule of amortization of discount | June 30, 2015 Issue Date Total convertible promissory note – face value 965,000 965,000 Less: beneficial conversion feature (894,138 ) (965,000 ) 70,862 - |
Schedule of interest expenses | For the three month period For the six month period June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014 Amortization of debt discount $ 70,862 $ - $ 70,862 $ - Interest at contractual rate 2,224 - 2,224 - Totals $ 73,086 $ 1,247 $ 73,086 $ 10,551 |
Organization and Principal Ac22
Organization and Principal Activities (Details) - shares | Jun. 08, 2015 | Aug. 24, 2015 | Jul. 17, 2015 | Jun. 30, 2015 | Jun. 05, 2015 | Dec. 31, 2014 |
Organization and principal activities (Textual) | ||||||
Ownership percentage by noncontrolling owners | 85.00% | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Subsequent Event [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Common stock, shares authorized | 500,000,000 | |||||
Series C Convertible Preferred Stock [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Converted shares of common stock | 1,800 | |||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Convertible preferred stock issued upon conversion | 2,050,000 | |||||
Series D Convertible Preferred Stock [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Converted shares of common stock | 1,800 | |||||
Series D Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Convertible preferred stock issued upon conversion | 638,509 | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Converted shares of common stock | 268,850,900 | |||||
Shale Oil International Inc [Member] | ||||||
Organization and principal activities (Textual) | ||||||
Ownership percentage | 100.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2015shares | |
Stock payable common shares [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Potential common stock equivalents | 50,000,000 |
Convertible notes [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Potential common stock equivalents | 12,650,000 |
Series B Preferred Stock [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Potential common stock equivalents | 40,000,000 |
Series C Preferred Stock [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Potential common stock equivalents | 205,000,000 |
Series D Preferred Stock [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Potential common stock equivalents | 63,850,900 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Percentage of ownership interest in the subsidiary | 85.39% |
Going Concern (Details)
Going Concern (Details) | Jun. 30, 2015USD ($) |
Going Concern (Textual) | |
Working capital deficit | $ 1,251,241 |
Acquisition, Change of Busine26
Acquisition, Change of Business (Details) - USD ($) | Jun. 30, 2015 | May. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Net assets acquired | |||||
Cash | $ 196,523 | $ 132,064 | $ 231,119 | ||
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) | (220,131) | |||
Loan payable | $ (269,400) | (269,400) | |||
Advances from Eagle Mountain Corp | (151,000) | ||||
Gross total | 817,190 | ||||
Minority interest | (119,358) | ||||
Total consideration | 697,832 | ||||
Assumed convertible notes | 1,327,017 | ||||
Total: | 604,861,017 | ||||
Goodwill | $ 604,163,185 | ||||
Fair Value Adjustments [Member] | |||||
Net assets acquired | |||||
Cash | |||||
Interest receivable | |||||
Other receivable | |||||
Note receivable | |||||
Deposit on property | |||||
Intangible assets | |||||
Accounts payable and accrued liabilities | |||||
Advances | |||||
Loan payable | |||||
Advances from Eagle Mountain Corp | |||||
Gross total | |||||
Book Value [Member] | |||||
Net assets acquired | |||||
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) | ||||
Gross total | $ 817,190 |
Acquisition, Change of Busine27
Acquisition, Change of Business (Details Textual) - USD ($) | Jun. 05, 2015 | Jun. 30, 2015 | Jun. 08, 2015 | May. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Subsidiary ownership percentage | 85.00% | |||
Total purchase price | $ 697,832 | |||
Assumption Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Ownership percentage | 85.39% | |||
Subsidiary ownership percentage | 100.00% | |||
Issuance of various classes of preferred convertible shares of Eagle Mountain Corp. | $ 603,534,000 | |||
Percentage of underlying assets | 85.39% | |||
Total purchase price | $ 697,832 | |||
Series B Convertible Preferred Stock [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 8,000,000 | 8,000,000 | ||
Series B Convertible Preferred Stock [Member] | Assumption Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 8,000,000 | |||
Series C Convertible Preferred Stock [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 2,050,000 | 2,100,000 | ||
Series C Convertible Preferred Stock [Member] | Assumption Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 2,050,000 | |||
Series D Convertible Preferred Stock [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 638,509 | 640,000 | ||
Proceeds from issuance of convertible preferred stock, value | $ 1,327,017 | |||
Series D Convertible Preferred Stock [Member] | Assumption Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Preferred stock, shares issued | 100,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Accounts receivable | $ 560,000 | |
Other current assets | 128 | $ 128 |
Total current assets | 560,128 | 128 |
TOTAL ASSETS | 560,128 | 128 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,047,225 | 335,522 |
Due to shareholders | 112,533 | 112,533 |
Total current liabilities | 1,159,758 | 448,055 |
Total liabilities | $ 1,159,758 | $ 448,055 |
Discontinued Operations (Deta29
Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income (loss) from discontinued operations [Abstract] | ||||
Net sales | $ 451,371 | $ 560,000 | $ 1,013,241 | |
Costs of sales | 526,225 | 480,000 | 1,113,533 | |
Gross profit (loss) | (74,854) | 80,000 | (100,292) | |
Operating Expenses | ||||
Selling and distribution costs | 30,990 | 49,280 | 118,365 | |
General and administrative expenses | $ 1,060 | 196,108 | 182,423 | 409,106 |
Operation expenses | $ 1,060 | 227,098 | $ 231,703 | 527,471 |
Other income (expenses) | 19,848 | 53,084 | ||
Income (loss) from discontinued operations | $ (1,060) | $ (282,104) | $ (151,703) | $ (574,679) |
Discontinued Operations (Deta30
Discontinued Operations (Details Textual) - USD ($) | Jun. 05, 2015 | Jun. 30, 2015 | Jun. 08, 2015 |
Series B Convertible Preferred Stock [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 8,000,000 | 8,000,000 | |
Series B Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 8,000,000 | ||
Series C Convertible Preferred Stock [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 2,050,000 | 2,100,000 | |
Series C Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 2,050,000 | ||
Series D Convertible Preferred Stock [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 638,509 | 640,000 | |
Proceeds from issuance of convertible preferred stock, value | $ 1,327,017 | ||
Series D Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||
Discontinued Operations (Textual) | |||
Preferred stock, shares issued | 100,000 | ||
Common Stock [Member] | Assumption Agreement [Member] | |||
Discontinued Operations (Textual) | |||
Stock payable, common shares | 50,000,000 |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | |||
May. 23, 2014 | Jun. 30, 2015 | May. 31, 2015 | Aug. 31, 2014 | |
Other Assets (Textual) | ||||
Subsidiary ownership percentage | 85.00% | |||
Intangible assets | $ 2,031,500 | |||
Deposit on property | 260,000 | $ 260,000 | ||
Pryme Oil and Gas LLC [Member] | ||||
Other Assets (Textual) | ||||
Subsidiary ownership percentage | 85.00% | |||
Working interests percentage | 100.00% | |||
Consideration for acquisition | $ 1,400,000 | |||
Deposit on property | $ 260,000 | $ 260,000 |
Loan Receivable (Details)
Loan Receivable (Details) - USD ($) | Jun. 30, 2015 | Jun. 01, 2014 |
Loan Receivable (Textual) | ||
Loan receivable | $ 175,000 | $ 83,450 |
Loans receivable, Libor rate | 2.00% | |
Percentage of bearing interest | 6.00% |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Jun. 05, 2015 | Jun. 30, 2015 | Jun. 30, 2015 |
Convertible Notes [Abstract] | |||
Total convertible promissory note - face value | $ 965,000 | $ 965,000 | |
Less: beneficial conversion feature | $ (965,000) | (894,138) | |
Total | $ 70,862 | $ 70,862 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Convertible Notes [Abstract] | ||||
Amortization of debt discount | $ 70,862 | $ 70,862 | ||
Interest at contractual rate | 2,224 | 2,224 | ||
Totals | $ 73,086 | $ 73,086 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) | Jun. 05, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Convertible Notes (Textual) | ||||
(Loss) on debt settlement | $ (105,233,144) | $ (105,233,144) | ||
Percentage of convertible note | 6.00% | 6.00% | ||
Proceeds from convertible notes | $ 965,000 | $ 965,000 | ||
Amortization of debt discount | $ 70,862 | 70,862 | ||
Beneficial Conversion Feature | $ 965,000 | |||
Minimum [Member] | ||||
Convertible Notes (Textual) | ||||
Convertible note maturity date | 3 months | |||
conversion price | $ 0.05 | $ 0.05 | ||
Maximum [Member] | ||||
Convertible Notes (Textual) | ||||
Convertible note maturity date | 2 years | |||
conversion price | $ 0.10 | $ 0.10 | ||
Series D Convertible Preferred Stock [Member] | ||||
Convertible Notes (Textual) | ||||
Debt exchange agreements description | 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. | |||
Proceeds from issuance of convertible preferred stock, value | $ 1,327,017 | |||
Aggregate shares of Series D Convertible Preferred Stock | 538,509 | |||
Conversion of Convertible Securities | $ 106,560,161 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jun. 08, 2015 | Jun. 05, 2015 | Jul. 17, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Common Stock (Textual) | |||||
Common stock, stated value | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 2,205,010 | 2,205,010 | |||
Series B Convertible Preferred Stock [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 8,000,000 | 8,000,000 | |||
Converted shares of common stock | 90 | ||||
Common stock, stated value | $ 0.001 | ||||
Reverse stock split | One for eighteen reverse split of its common stock. | ||||
Shares issued under reverse stock splits | 5 | ||||
Series B Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 8,000,000 | ||||
Series C Convertible Preferred Stock [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 2,100,000 | 2,050,000 | |||
Converted shares of common stock | 1,800 | ||||
Common stock, stated value | $ 0.001 | ||||
Reverse stock split | One for eighteen reverse split of its common stock. | ||||
Shares issued under reverse stock splits | 100 | ||||
Series C Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 2,050,000 | ||||
Series D Convertible Preferred Stock [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 640,000 | 638,509 | |||
Proceeds from issuance of convertible preferred stock, value | $ 1,327,017 | ||||
Converted shares of common stock | 1,800 | ||||
Common stock, stated value | $ 0.001 | ||||
Reverse stock split | One for eighteen reverse split of its common stock. | ||||
Shares issued under reverse stock splits | 100 | ||||
Series D Convertible Preferred Stock [Member] | Assumption Agreement [Member] | |||||
Common Stock (Textual) | |||||
Preferred stock, shares issued | 100,000 | ||||
Conversion of convertible preferred stock into common stock | 538,509 | ||||
Common Stock [Member] | Assumption Agreement [Member] | |||||
Common Stock (Textual) | |||||
Common stock, shares issued | 50,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 17, 2015 | Jun. 08, 2015 | Aug. 24, 2015 | Sep. 01, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Series C Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Converted shares of common stock | 1,800 | |||||
Series D Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Converted shares of common stock | 1,800 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock, shares authorized | 500,000,000 | |||||
convertible notes payable | $ 350,000 | |||||
Common stock, description | 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. | |||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible preferred stock issued upon conversion | 2,050,000 | |||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible preferred stock issued upon conversion | 638,509 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Events (Textual) | ||||||
Converted shares of common stock | 268,850,900 |