UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission file number: 000-50140
(Exact name of Registrant as specified in its charter)
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Delaware
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16-1642709
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State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification Number)
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20333 Tomball Pkwy, Suite 204, Houston, Texas
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77070
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number including area code : 208-342-8888
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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NONE
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.001 par value
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes þNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. oYes þNo
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. þYes oNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) þYes oNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes þNo
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2014 was approximately $127,907 based upon the closing price of $0.01 of the registrant’s common stock on the OTC Bulletin Board. (For purposes of determining this amount, only directors, executive officers, and 10% or greater stockholders have been deemed affiliates).
The number of shares of Registrant’s Common Stock outstanding as of April 15, 2015 was 39,684,495.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Eagle Mountain Corporation (formerly USmart Mobile Device Inc.) for the fiscal year ended December 31, 2014 is being filed solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the original Form 10-K (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-K as filed on April 16, 2015.
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Exhibits and Financial Statement Schedules
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(a)
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Documents filed as part of this Report
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(1)
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The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report
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(2)
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The financial statements listed in the Index are filed as part of this report.
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See Index to Exhibits in paragraph (b) below.
The Exhibits are filed with or incorporated by reference in this report.
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(b)
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Exhibits required by Item 601 of Regulation S-K.
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase*
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101.INS
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XBRL Instance Document*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase*
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101.SCH
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XBRL Taxonomy Extension Schema*
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* Filed herewith
**Furnished herewith
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(c)
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Financial statements required by Regulation S-X which are excluded from the annual report to shareholders by Rule 14a-3(b).
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EAGLE MOUNTAIN CORPORATION
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By:
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/s/ Ronald Cormick
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Ronald Cormick
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Chief Executive Officer (Principal Executive Officer)
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Dated: June 3, 2015
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Ronald Cormick
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Chief Executive Officer and Director
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June 3, 2015
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Ronald Cormick
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(Principal Executive Officer)
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/s/ Haley Manchester
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Chief Financial Officer
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June 3, 2015
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Haley Manchester
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(Principal Financial and Accounting Officer)
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/s/ Larry Eastland
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Director
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June 3, 2015
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Larry Eastland
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June 3, 2015 |
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/s/Ehud Amir
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Cheif Operating Officer, Director |
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| Ehud Amir |
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Exhibit 31.1
CERTIFICATION
I, Ronald Cormick, certify that:
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I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Eagle Mountain Corporation (the “registrant”);
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: June 3, 2015
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/s/ Ronald Cormick
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Ronald Cormick
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Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION
I, Haley Manchester, certify that:
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I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Eagle Mountain Corporation (the “registrant”);
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: June 3, 2015
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/s/ Haley Manchester
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Haley Manchester
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Chief Financial Officer (Principal Financial and Accounting Officer)
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Ronald Cormick, certify that:
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This Amendment No. 1 to the Annual Report of Eagle Mountain Corporation (the “Company”) on Form 10-K for the year ended December 31, 2014 (the “Report”), as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 3, 2015
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/s/Ronald Cormick
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Ronald Cormick
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Chief Executive Officer (Principal Executive Officer)
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This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
A signed original of this written statement required by Section 906 has been provided to Eagle Mountain Corporation and will be retained by Eagle Mountain Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Haley Manchester, certify that:
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This Amendment No. 1 to the Annual Report of Eagle Mountain Corporation (the “Company”) on Form 10-K for the year ended December 31, 2014 (the “Report”), as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 3, 2015
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/s/Haley Manchester
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Haley Manchester
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Chief Financial Officer (Principal Financial and Accounting Officer)
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This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
A signed original of this written statement required by Section 906 has been provided to Eagle Mountain Corporation and will be retained by Eagle Mountain Corporation and furnished to the Securities and Exchange Commission or its staff upon request.