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. |