UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
| | ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2015
OR
| | ◻ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Commission file number: 000-50140 |
| EAGLE MOUNTAIN CORPORATION |
| (Exact name of Registrant as specified in its charter) |
| |
| Delaware | | 47-5195512 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| 20333 Tomball PKY, Suite 204, Houston, Texas 77070 |
| (Address of principal executive offices) (Zip code) |
| |
| (281) 378-8028 |
| (Registrant’s telephone number including area code) |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): |
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| | | | |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The Registrant had 333,405,926 shares of common stock outstanding as of December 2, 2015.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of Eagle Mountain Corp. for the nine month period ended September 30, 2015 is being filed solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-Q speaks as of the filing date of the original Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on December 16, 2015.
| | | | | Page |
| PART I | FINANCIAL INFORMATION | | |
| Item 1. | | Financial Statements (Unaudited) | | 3 |
| Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 4 |
| Item 3. | | Quantitative and Qualitative Disclosures about Market Risk | | 7 |
| Item 4. | | Controls and Procedures | | 8 |
| PART II | OTHER INFORMATION | | |
| Item 1. | | Legal Proceedings | | 9 |
| Item 1A. | | Risk Factors | | 9 |
| Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 9 |
| Item 3. | | Defaults Upon Senior Securities | | 9 |
| Item 4. | | Mine Safety Disclosures | | 9 |
| Item 5. | | Other Information | | 9 |
| Item 6. | | Exhibits | | 10 |
| SIGNATURES | | | 11 |
Item 6. Exhibits
| Exhibits: | Description: |
| 3.1 | Certificate of Amendment, dated April 24, 2015(1) |
| 3.2 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock(2) |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(2) |
| 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock(2) |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (4) |
| 10.1 | Assignment and Assumption Agreement(2) |
| 10.2 | Form of Exchange Agreement(2) |
| 10.3 | Convertible Note Purchase Agreement and Form of 6% Convertible Promissory Note(3) |
| 10.4 | Loan agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Orosz Brother Cars Ltd.(3) |
| 10.5 | Sale and Purchase Agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Pryme Oil and Gas LLC(3) |
| 10.6 | Exchange Agreement dated August 7, 2015(4) |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
* | Filed herewith. (1) Filed as an exhibit to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on April 29, 2015 and is incorporated herein by reference. (2) Filed as exhibit to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on June 8, 2015 and is incorporated herein by reference. (3) Filed as exhibits to the Company’s Quarterly Report on Form 10-Q which was filed with the Securities and Exchange Commission on September 14, 2015 and is incorporated by reference. (4) Filed as exhibits to the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on October 30, 2015 and is incorporated by reference herein |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | EAGLE MOUNTAIN CORPORATION |
| | | |
| Date: December 28, 2015 | By: | /s/ Ronald Cormick |
| | | Ronald Cormick |
| | | Chief Executive Officer |
| | | |
| Date: December 28, 2015 | By: | /s/ Haley Manchester |
| | | Haley Manchester |
| | | Chief Financial Officer |
