Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

◻

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		16-1642709
(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.

Yes [X]

No [ ]

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).

Yes [X]

No [ ]

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).

Yes [ ]

No [X]

The Registrant had 271,055,926 shares of common stock outstanding as of September 13, 2015.

TABLE OF CONTENTS

				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	8

		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

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

	Pages
Condensed Consolidated Balance Sheets (Unaudited)	F-1
Condensed Conslidated Statements of Income (Unaudited)	F-2
Condensed Consolidated Statements of Cash Flows (Unaudited)	F-3
Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-5 to F-13

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

	As of June 30, 2015 (Unaudited)			As of December 31, 2014 (Audited)

ASSETS
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

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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)
Series B Convertible Preferred Stock Par value: $0.001, 8,000,000 shares authorized, 8,000,000 and nil shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		8,000			-
Series C Convertible Preferred Stock Par value: $0.001, 2,100,000 shares authorized, 2,050,000 and nil shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		2,050			-
Series D Convertible Preferred Stock Par value: $0.001, 640,000 shares authorized, 638,509 and nil shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		639			-
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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2015			2014			2015			2014

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	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares – basic and diluted		2,205,010			2,205,010			2,205,010			2,205,010

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
	2015			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		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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.

F-4

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 2.

Summary of Significant Accounting Policies

Principal of Consolidation

These consolidated financial statements include the accounts of Eagle Mountain Corp. and its 85.39% controlled subsidiary, 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.

F-5

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 2.

Summary of Significant Accounting Policies (continued)

Oil and gas properties

We use the successful efforts method of accounting for oil and gas properties. Under that method:

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.

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.

Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory wells, and successful exploratory-type stratigraphic wells are capitalized.

Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.

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

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

F-6

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 2.

Summary of Significant Accounting Policies (continued)

Loss per Common Share (cont’d)

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.

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.

F-7

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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 acquirer’s 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	)
		817,190		-		817,190
Minority interest						(119,358	)
Total consideration						697,832

F-8

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 4 – Acquisition (continued)

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.

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

F-9

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 5 – Discontinued Operations (cont'd)

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	)

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, known as the Tuner Bayou Acreage (the “Acreage”). In addition the Purchaser shall acquire the Seller’s working interest in the personal property, equipment and fixtures on the Acreage, as well as any available seismic, geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in the acquisition and development of the Acreage. In consideration for the acquisition, the Purchaser shall assume certain debts of the Seller, not to exceed $1,400,000, shall pay the Seller’s proportionate share of the installation of an artificial lift system on the Rosewood Plantation 21-H well (the “Workover”) within 30 days of the execution of the agreement, not to exceed $260,000, and shall agree to drill at least one Chalk well within 4 months of the completion of the aforementioned Workover. As at June 30, 2015 and August 31, 2014 the Company’s subsidiary has remitted deposits of $260,000 towards the required Workover fees.

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.

Note 7 – Loan Receivable

During the six month period ended June 30, 2015, the Company provided $175,000 in operating capital to a third party in the form of a two year note, bearing interest at 2% plus the USD Libor rate. The loan is unsecured.

On June 1, 2014, the 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.

F-10

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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. The aggregate of 538,509 shares of Series D Convertible Preferred Stock was valued at $106,560,161 based on fair market value of the Company’s market price on the date of the transaction, and assuming all Series D Convertible Shares of Preferred Stock were converted to shares of the Company’s common stock. We recorded $105,233,144 as a loss on debt settlement.

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 nine 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

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.

F-11

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 9 – Common Stock (cont’d)

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.

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.

F-12

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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.

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described.

The information contained in this Form 10-Q is intended to update the information contained in our annual report on Form 10-K for the year ended December 31, 2014, (the “Form 10-K”), filed with the Securities and Exchange Commission (“SEC”), and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” our consolidated financial statements and the notes thereto, and other information contained in the Form 10-K. The following discussion and analysis also should be read together with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q.

Forward-Looking Statements

Information included in this Form 10-Q may contain forward-looking statements. Except for the historical information contained in this discussion of the business and the discussion and analysis of financial condition and results of operations, the matters discussed herein are forward looking statements. These forward looking statements include but are not limited to the Company’s plans for sales growth and expectations of gross margin, expenses, new product introduction, and the Company’s liquidity and capital needs. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. In addition to the risks and uncertainties described in “Risk Factors” contained in the Form 10-K, these risks and uncertainties may include consumer trends, business cycles, scientific developments, changes in governmental policy and regulation, currency fluctuations, economic trends in the U.S. and inflation. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Corporate Overview and Background

Eagle was primarily engaged in the business of distribution of memory products mainly under “Samsung” brand name which principally comprised DRAM, Graphic RAM and Flash for the Hong Kong and PRC markets (“Samsung Business”). After April 1, 2012, the Samsung Business was transferred to ATMD, a joint venture with Tomen. We indirectly own 30% equity interest in ATMD. On September 27, 2013, we sold the entire 30% equity interest of ATMD. Through the acquisition of Jussey on September 28, 2012, we have diversified our product portfolio and customer network, obtained design and manufacturing capabilities, and tapped into the blooming telecommunication industry with access to the 3G baseband licenses acquired by Jussey’s subsidiaries. On September 30, 2014, the Company disposed all of the equity interest held in ACL International Holdings Limited (“ACL Holdings”).

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 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 the aforementioned transactions the Company now operates in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector, and discontinued its operation in the sales and distribution of smartphones, electronic products and components.

The 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.

Results of Operations

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”) as more particularly described in the financial statements included herein. As a result of the Assumption Agreement, the Company now operates in the natural resources, EPC (Engineering, Procurement, and Construction) and oil & gas sector, and discontinued its operation in the sales and distribution of smartphones, electronic products and components.

The financial statements contained herein reflect the consolidated financial reports of the Company and its 85% controlled subsidiary, Shale Oil International Inc. In addition, discontinued operations from the Company’s prior business operation is reflected as of the transaction date, June 5, 2015.

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2015			2014			2015			2014

Revenue	$	-		$	-		$			$	-

Operating Expenses
Exploration expenses		20,039			-			20,039			-
Professional fees		224,500			-			224,500			-
General and administrative expenses		165,165			-			165,165			-
Total operatingexpenses		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	)

Unaudited Comparisons for Three and Six Months Ended June 30, 2015 to the Three and Six Months Ended June 30, 2014

Exploration Expenses

During the three and six months ended June 30, 2015 the Company incurred $20,039 in exploration expenses (2014- $Nil) with respect to our newly acquired business operations in the oil and gas sector.

Professional Fees

During the three and six months ended June 30, 2015 the Company incurred $224,500 in professional fees paid for legal, accounting, audit and other professional expense compared to $Nil in the prior comparative period.

The Company expected to continue to incur substantive additional professional fees as we move to evaluate recently acquired resource based assets and undertake financings to meet our operational overhead and planned exploration expenses.

General and Administrative expenses

During the three and six months ended June 30, 2015 the Company incurred general and administrative expenses of $165,165 as compared to $Nil in the prior comparative period. General and administrative expenses include travel and entertainment expense, office expense, rent and other overhead, transfer agent and filing fees and fees paid to consultants.

Other Expenses

During the three and six month periods ended June 30, 2015 the Company reported impairment of goodwill with respect to an Assumption Agreement more particularly described in the financial statements contained herein of $604,163,185 as a result impairment testing conducted by management at the acquisition date. In addition the Company recorded a loss on the settlement of certain acquired debts of $105,233,144 as a result of the issuance of shares of convertible class D preferred stock.

In addition we recorded interest expense of $73,086 in respect of certain convertible notes payable, including amortization of the debt discount and interest income of $369 with no similar expenses in the prior comparative three and six month periods.

Expenses from discontinued operations totaled $1,060 in the three months ended June 30 2015 ($282,104 – 2014) and $151,703 in the six months ended June 30, 2015 ($574,679-2014)

CAPITAL RESOURCES AND LIQUIDITY

At June 30, 2015, we had total current assets of $216,143 including $196,523 cash on hand, interest receivable of $5,307, prepaid expenses of $7,000 and other current assets of $7,313, as compared to $Nil total current assets in the comparative period ended December 31, 2014. Current liabilities from continuing operations totaling $1,466,324 at June 30, 2015 include $905,931 from accounts payable and accrued liabilities, $220,131 in advances from third parties, $70,862 in convertible notes payable, net and $269,400 in loans payable, compared to $Nil current liabilities from continuing operations at December 31, 2014. Presently we rely on advances from third parties and convertible loans from qualified investors to fund our general operating expenses.

The Company expects it will need to raise additional capital to fund its proposed operations for the next twelve months, however, the total amount of capital required is presently unknown. The Company is continuing to evaluate the cash requirements of its recently acquired operations. We intent to fund operations by a combination loans and equity placements.

There can be no assurance that continued funding will be available on satisfactory terms.

Net Cash Provided by (Used for) Operating Activities

In the six months ended June 30, 2015, net cash used by continuing operating activities was $574,541 as compared to $nil in the prior comparative period. Net cash provided by discontinued operations totaled $1,615,830 in the six months ended June 30, 2014 as compared to NIL in the current period.

Net Cash Provided by (Used for) Investing Activities

During the six months ended June 30, 2015, the Company used $193,936 cash in investing activities compared to Nil in the prior comparative period. The Company acquired cash of $132,064 as a result of consolidation of its subsidiary accounts and expended a total of 326,000 in loans and advances to its subsidiary and certain third parties. The Company reported net cash provided from investing activities from discontinued operations of $10,806,654 in the six months ended June 30, 2014 as compared to Nil in the current six month period.

Net Cash Provided by (Used for) Financing Activities

During the six months ended June 30, 2015 the Company received $965,000 in proceeds from convertible notes payable ($Nil-2014) and reported $net cash used in financing activities from discontinued operations $12,653,603 in the six months ended June 30, 2014 (Nil- 2015).

GOING CONCERN

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements for the period ended June 30, 2015. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4.

Controls and Procedures

(a) Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Evaluation of Disclosure Controls and Procedures. The Company's CEO and CFO have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of May 20, 2015, and based on this evaluation, the Company's principal executive and financial officers have concluded that the Company's disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder. The Company's principal executive and financial officer’s conclusion regarding the Company's disclosure controls and procedures is based on management's conclusion that the Company's internal control over financial reporting are ineffective, as described in our Annual Report on Form 10K as filed with the SEC on April 16, 2015, which included a complete discussion relating to the foregoing evaluation of Disclosures on Controls and Procedures.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

None

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

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.

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None

Item6.

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)
10.1		Assignment and Assumption Agreement(2)
10.2		Form of Exchange Agreement(2)
10.3*		Convertbile Note Purchase Agreement and Form of 6% Convertible Promissory Note
10.4*		Loan agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Orosz Brother Cars Ltd.
10.5*		Sale and Purchase Agreement between Shale Oil International Inc (formerly Willow Creek Enterprises Inc.) and Pryme Oil and Gas LLC
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)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. To be filed by amendment.

SIGNATURES

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: September 14, 2015	By:	/s/ Ronald Cormick
		Ronald Cormick
		Chief Executive Officer

Date: September 14, 2015	By:	/s/ Haley Manchester
		Haley Manchester
		Chief Financial Officer

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (“Agreement”) is made and effective on the day of 2015

BETWEEN:

Eagle Mountain Corporation (the “Company”), a corporation organized and existing under the laws of the State of Delaware, with its head office located at:

20333 Tomball Pkwy, Suite 204, Houston TX 77070

AND:	(the “Subscriber”), an individual existing under the laws of , with an address of: _________________________________________________

WHEREAS, on the terms and subject to the conditions set forth herein, the Subscriber is willing to purchase from the Company and the Company is willing to sell to the Subscriber, a convertible note in the aggregate sum of $ .

In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows:

1.	ISSUE OF NOTE

Subject to all of the terms and conditions hereof, the Company will issue and sell to the Subscriber a 6% convertible promissory note, in the form of Exhibit A hereto (hereinafter called “Note”), in the principal amount of $ to mature on September 1, 2015 (“Maturity Date”) to bear interest on the unpaid principal thereof at the rate of 6% per annum until maturity, payable in full on Maturity Date.

The sale and purchase of the Note shall take place at a closing (the “Closing”) to be held at such place and time as the Company and the Subscriber may determine (the “Closing Date”). At the Closing, the Company will deliver to the Subscriber the Note, against receipt by the Company of a purchase price of $ (the “Purchase Price”).

Subject to the Stockholder Approval of an amendment to its Certificate of Incorporation to increase the authorized number of shares of common stock, the Company will also reserve and authorize the issuance of such a number of additional shares of its common stock (hereinafter called the “Conversion Stock”) as may from time to time be the maximum number required for issuance upon conversion of the Note.

2.	REPRESENTATIONS AND WARRANTIES BY THE COMPANY

a.	The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware and has the corporate power to own its own property and to carry on in the business as it is now being conducted.

b.	The execution, delivery and performance by the Company of the Agreement and the Note and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.

c.	There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company.

d.	The Company has title to the respective properties and assets including the properties and assets reflected on the financial statement for the year ending December 31, 2014 and which assets and properties are subject to no liens, mortgages, encumbrances or charges except as otherwise stated.

The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Note, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Certificate of Incorporation or Code of Business Conduct and Ethics of the Company or of any agreement or instrument to which the Company is now a party.

The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to the Holder of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses.

The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business.

3.	REPRESENTATIONS AND WARRANTIES BY THE SUBSCRIBER

The Subscriber represents and warrants that:

a.	The execution, delivery and performance by the Subscriber of this Agreement and the consummation of the transactions contemplated thereby (i) are within the power of the Subscriber and (ii) have been duly authorized by all necessary actions on the part of the Subscriber.

The Subscriber has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and so is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect the Subscriber’s own interests. The Subscriber has had access to and an opportunity to ask questions of the Company’s management with respect to the business and affairs of the Company necessary or material for an evaluation of the merits and risks of the Subscriber’s acquisition of securities of the Company. The Subscriber understands that the purchase of the Note is a speculative investment that involves a high degree of risk of loss of the Subscriber’s investment therein. The Subscriber is able to bear the economic risks of its investment in the Note for an indefinite period of time, including the risk of a complete loss of the Subscriber’s investment.

The Subscriber has been advised that the Notes and the underlying securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Subscriber has not been formed solely for the purpose of making this investment and is purchasing the Note for his/her own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. The Subscriber has such knowledge and experience in financial and business matters that such Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment.

The Subscriber hereby acknowledges receipt and careful review of this Agreement and all the exhibits thereto and has had access to the Company’s Annual Report on Form 10-K and the exhibits thereto for the fiscal year ended December 31, 2014 (the “Form 10-K”), and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (the “Form 10-Q”) and all subsequent periodic and current reports filed with the SEC as publicly filed with and available at the website of the SEC which can be accessed at www.sec.gov, and has received any additional information that the Subscriber has requested from the Company, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Notes.

COVENANTS

The Company intends to file a proxy statement for its special meeting of stockholders to be held on July 10, 2015 and shall use its best efforts to obtain, at the meeting, such approvals of the Company’s stockholders as may be required to issue all of the shares of Common Stock issuable upon conversion or exercise of, or otherwise with respect to, the Notes in accordance with Delaware law and any applicable rules or regulations of any over-the-counter market or national securities exchange on which the Company’s Common Stock is quoted or listed, either through a reverse stock split of the Common Stock or an increase in authorized capital (the “Stockholder Approval”).

b.	The Company covenants that, so long as the Note is outstanding, it will permit the holder of the Note to visit and inspect, at the holder’s expense, any of the property of the Company, including its books and records, and to discuss affairs, finances and accounts with its officers.

c.	The Company covenants that, without the written consent of the holder of the Note, it will not:

Create or suffer to exist any mortgage, pledge, encumbrance, lien or charge of any kind on any of its properties or assets, whether now owned or hereafter acquired except for (i) mortgages, encumbrances, liens or charges which are now in existence; (ii) mortgages, liens, charges and encumbrances (a) for taxes, assessments or governmental charges or levies on property of the Company if the same shall not be due or delinquent or thereafter can be paid without penalty, or being contested in good faith and by appropriate proceedings; (b) of mechanics and material men for sums not yet due or being contested in good faith and by appropriate proceedings; or (c) in connection with workers’ compensation, unemployment insurance and other state employment legislation.

ii.	Assume, guarantee, endorse or otherwise become liable in connection with the obligations, stock or dividends of any person, firm or corporation except in the ordinary course of business by endorsement of a negotiable instrument in the course of collection.

iii.	Enter into any material transaction in which any stockholder owning of record or beneficially more than (10%) of the Common Stock of the Company shall have, at the time, a beneficial interest, direct or indirect.

5.	CONDITIONS TO CLOSING

a.	The Subscriber’s obligations to pay the Purchase Price at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions

i.	The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on the Closing Date.

ii.	The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

iii.	No Event of Default (as defined in the Note) shall have occurred and be continuing or would result from the execution and delivery of, or the performance under, the Note, or issuing the Note.

b.	The Company’s obligation to issue and sell the Note at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:

i.	The representations and warranties made by the Subscriber in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date.

ii.	The Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Subscriber at or prior to the Closing Date.

iii.	The Subscriber shall have delivered to the Company the Purchase Price.

6.	MISCELLANEOUS

Any and all notices, approvals or other communications to be sent to the parties shall be deemed validly and properly given if made in writing and delivered by hand or by registered or certified mail, return receipt requested, and addressed to the Company at its principal office or to the Subscriber at the address given to the Company by such Subscriber.

b.	This Agreement may not be modified, amended or terminated except by written agreement executed by all the parties hereto.

c.	The waiver of any breach or default hereunder shall not be considered valid unless in writing and signed by the party giving such notice and no waiver shall be deemed a waiver of any subsequent breach or default of same.

d.	The paragraph headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of such.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. Each party shall be responsible for its own legal fees and costs in the event any party shall commence an action or proceeding to enforce any provisions of this Note. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

f.	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Company and Subscriber have executed this Agreement on day of , 2015

COMPANY SUBSCRIBER

_______________________________ _______________________________

BY: Ronald Cormick BY:

ITS: CEO AN: Individual

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

6% CONVERTIBLE PROMISSORY NOTE

EAGLE MOUNTAIN CORPORATION

Issuance Date:

THIS NOTE (“Note”) is a duly authorized Convertible Promissory Note of Eagle Mountain Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 6% Convertible Promissory Note due , 2015 (“Maturity Date”) in the principal amount of ($ ) (the “Principal Amount”). This Note is the Note referred to in the Convertible Note Purchase Agreement, dated the date hereof, between the Company and the Holder of this Note (the “Note Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Note Purchase Agreement.

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of or his/her registered assigns or successors-in-interest (“Holder”) the principal balance hereof outstanding from time to time and to pay interest on the principal balance hereof outstanding from time to time at the rate of six percent (6%) per annum, on the Maturity Date.

The following terms and conditions shall apply to this Note:

Section 1. Interest

(a) Holders shall be entitled to receive, and the Company shall pay, simple interest on the outstanding principal amount of this Note at the annual rate of six (6%) percent, payable on the Maturity Date.

Section 2. Conversion.

(a) Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder’s option, at any time to convert the outstanding Principal Amount and interest under this Note in whole or in part, into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), provided that at the time of conversion, the Company has sufficient authorized and unissued shares of Common Stock available for issuance.

(b) “Conversion Price” shall be equal to $ per share, subject to certain adjustments contained hereof.

(i) Stock Certificates. The Company will deliver to the Holder, or Holder’s authorized designee, no later than thirty (30) business days after receipt of the Conversion Notice, a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note.

(d) Reservation and Issuance of Underlying Shares. Subject to the Shareholder Approval of an amendment to the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock, the Company will reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, the maximum number of shares of Common Stock as shall be issuable (taking into account the adjustments under Section (f)) upon the conversion of this Note. The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid and non-assessable.

(e) Adjustments. The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2(a) shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

(i) Reclassification, etc. In any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Note (other than a change in stated value or from no par to par value) or in the case of any consolidation or merger of the Company with any other corporation, or in the case of the sale and conveyance to another corporation or person of the property of the Company in its entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made that the holder of the Note then outstanding shall have the right thereafter to convert the Note into the kind and amount of shares of Common Stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock in the Company into which such Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance.

(ii) Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock issued by the Company in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

Section 3. Registration of Transfers and Exchanges.

(a) In the event that Holder shall sell or transfer the Note, it shall notify the Company of the name and address of the transferee.

Section 4. Defaults and Remedies.

(a) Events of Default. An “Event of Default” occurs when: (i) the Company defaults on any payment of interest or principal, (ii) the Company has made a material misrepresentation in connection with the Note Purchase Agreement or with the transactions contemplated by the Note Purchase Agreement, (iii) the Company makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for the Company; or (iv) any proceeding involving the Company is commenced under any bankruptcy, reorganization, arrangement, insolvency, statute or law.

(b) Remedies. The Holder may give written notice of the Event of Default and if the Company shall within 30 days after receipt of such written notice have failed to correct such occurrence or condition, then the Holder may, at its option and without notice, declare the entire principal and interest accrued thereon immediately due and payable and may proceed with collection.

Section 5. General.

(a) Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys’ fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(b) Governing Law; Jurisdiction.

(i) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party shall be responsible for its own legal fees and costs in the event any party shall commence an action or proceeding to enforce any provisions of this Note.

(ii) No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the day and year first above written.

EAGLE MOUNTAIN CORPORATION

By:

Name: Ronald Cormick

Title: CEO

LOAN AGREEMENT

This Loan Agreement (“Agreement”) is made and effective the Day of , 2014

BETWEEN: Orosz Brother Cars Ltd (the “Company”), a corporation organized and existing under the laws of Guinea-Bissau with its mailing address located at:

Rua Guena Mendes 18 A/C

C.P. 1360, Bissau- Guinea Bissau,

Via its Managing Director Mr. Tibor Orosz.

AND:

Willow Creek Enterprises, Inc. (the “Note Holder”), a corporation organized and existing under the laws of Nevada, with its mailing address located at:

P.O. Box 456, Pacific Palisades, CA 90272

WHEREAS, Note Holder has agreed to receive consideration payable in the form of an assignable Note in the aggregate sum of $ be evidenced· by this 6% Promissory Note.

In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows:

1.	ISSUE OF NOTE

a.	The Company will authorize the issuance of this 6% Note (hereinafter called the “Note”) in the aggregate principal amount of $ to be dated , 2014 to matureon , 2016 to bear interest on the unpaid principal thereof at the rate of 6% per annum until maturity, payable in full on Maturity Date.

For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 365 day year. The Company will promptly and punctually pay to Note Holder or its nominee the interest on any of the Note held by Note Holder without presentment of the Note. In the event that Note Holder shall assign the Note, it shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then the Holder of this Note may, at its option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. The Note shall contain a confession of judgment provision.

2.	REPRESENTATIONS AND WARRANTIES BY THE COMPANY

a.	Company is a corporation duly organized and existing in good standing under the laws of Guinea-Bissau and has the corporate power to own its own property and to carry on in the business as it is now being conducted.

b.	There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company.

The Company is not a party to any contract or agreement or subject to any restriction which materially and adversely affects its business, property or assets, or financial condition, and neither the execution nor delivery of this Agreement, nor the confirmation of the transactions contemplated herein, nor the fulfillment of the terms hereof, nor the compliance with the terms and provisions hereof and of the Note, will conflict with or result in the breach of the terms, conditions or provisions or constitute a default, under the Articles of Incorporation or Code of Regulations of the Company or of any Agreement or instrument to which the Company is now a party.

The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to any of the Holder of its capital stock except for regular salary payments for services rendered and the reimbursement of business expenses.

e.	All of the equipment and automobiles of the Company are in good condition and repair.

f.	There are no outstanding options or rights to purchase shares of the Company and no outstanding securities with the right of conversion into shares of the Company.

3.	REPRESENTATIONS AND WARRANTIES BY THE NOTE HOLDER

1.	The Note Holder represent and warrant that:

a.	The Note Holder states that it is a corporation organized under the laws of the State of Nevada.

b.	The Note Holder understands that this is a highly speculative investment.

c.	The Note Holder states that it will be active in the affairs of the business of the Company.

COVENANTS

a.	The Company covenants that, so long as the Note is outstanding, it will permit the Holder of the Note to visit and inspect, at the Holder’s expense, any of the property of the Company, including its books and records, and to discuss affairs, finances and accounts with its officers.

b.	The Company covenants that, without the written consent of the Holder of the Note, it will not:

ii.	Make any loan or advance to any person, firm or corporation.

iii.	Assume, guarantee, endorse or otherwise become liable in connection with the obligations, stock or dividends of any person, firm or corporation except in the ordinary course of business by endorsement of a negotiable instrument in the course of collection.

iv.	Merge or consolidate with any other corporation or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any person, firm or corporation.

v.	Enter into any material transaction in which any stockholder owning of record or beneficially more than 10% of the Common Stock of the Company shall have, at the time, a beneficial interest, direct or indirect.

5.	EVENT OF DEFAULT

The breach of any of the events or conditions contained in Section 7 of this Agreement shall constitute an event of default under this Agreement. The Holder of the Note may give written notice of such breach and if the Company shall within 30 days after receipt of such written notice have failed to correct such occurrence or condition, then the Holder of the Note may, at its option and without notice, declare the entire principal and interest accrued thereon immediately due and payable and may proceed with collection.

If the Company has made a material misrepresentation in connection with this Agreement or with the transactions contemplated by this Agreement, or if the Company makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for the Company; or if any proceeding involving the Company is commenced under any bankruptcy, reorganization, arrangement, insolvency, statute or law, such event shall be deemed a default which will immediately entitle the Holder of the Note, at its option and without notice, to declare the entire amount of interest accrued thereon immediately due and payable and proceed to enforce the collection thereof.

c.	In case of default in the payment of any installment or principal, the Holder of the Note may, at its option and without notice, declare the entire principal and the interest accrued thereof immediately due and payable and may proceed to enforce the collection thereof.

6.	MISCELLANEOUS

Any and all notices, approvals or other communications to be sent to the parties shall be deemed validly and properly given if made in writing and delivered by hand or by registered or certified mail, return receipt requested, and addressed to the Company at its principal office or to the Holder of the Note at the addresses given to the Company by such Note Holder.

b.	This Agreement may not be modified, amended or terminated except by written agreement executed by all the parties hereto.

c.	The waiver of any breach or default hereunder shall not be considered valid unless in writing and signed by the party giving such notice and no waiver shall be deemed a waiver of any subsequent breach or default of same.

d.	The paragraph headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of such.

e.	The validity, construction, interpretation and enforceability of this Agreement and the Note executed pursuant to this Agreement shall be determined and governed by the laws of the

2.	State of Nevada.

f.	This Agreement shall be binding upon and inure to the benefit of the company and its successors and assigns.

g.	This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, Company and Note Holder have executed this agreement on June 1, 2014.

COMPANY: OROSZ BROTHER CARS LTD

NOTE HOLDER: WILLOW CREEK ENTERPRISES, INC.

_____________________________________ _______________________________________

BY: Tibor Orosz BY: Larry L. Eastland

ITS: Managing Director ITS: Chairman of the Board

SALE AND PURCHASE AGREEMENT

BETWEEN

PRYME OIL AND GAS LLC

AS SELLER

AND

WILLOW CREEK ENTERPRISES INC.

AS PURCHASER

TABLE OF CONTENTS

Article I Assets
Section 1.01	Agreement to Sell and Purchase.
Section 1.02	Assets.
Section 1.03	Excluded Assets.
Article II Purchase Price
Section 2.01	Purchase Price.
Section 2.02	Effective Time.
Article III Title Matters
Section 3.01	Examination Period.
Section 3.02	Defensible Title and Permitted Encumbrances.
Section 3.03	Title Defect.
Section 3.04	Notice of Title Defects.
Section 3.05	Remedies for Title Defects Noticed to Seller under Section 3.04.
Section 3.06	Warranty of Title.
Section 3.07	No Preferential Rights.
Section 3.08	Consents to Assignment.
Section 3.09	Remedies for Title Benefits.
Article IV Environmental Matters
Section 4.01	Environmental Review.
Section 4.02	Environmental Definitions.
Article V Representations and Warranties of Seller
Section 5.01	Seller’s Existence.
Section 5.02	Legal Power.
Section 5.03	Execution.
Section 5.04	Brokers.
Section 5.05	Bankruptcy.
Section 5.06	Suits.
Section 5.07	Royalties.
Section 5.08	Taxes.

Section 5.09	Contracts.
Section 5.10	Liens and Liabilities Existing on or before Effective Date.
Section 5.11	No Conflict or Violation.
Section 5.12	Compliance With Laws.
Section 5.13	Environmental Matters..
Section 5.14	Commitments, Abandonments or Proposals.
Section 5.15	Well Status.
Section 5.16	State and Federal Leases..
Section 5.17	Taxes.
Section 5.18	Sales Agreements.
Section 5.19	Wells.
Section 5.20	Imbalances.
Section 5.21	Insurance.
Article VI Representations and Warranties of Purchaser
Section 6.01	PurchaserPurchaser’s Existence.
Section 6.02	Legal Power.
Section 6.03	Execution.
Section 6.04	Brokers.
Section 6.05	Bankruptcy.
Section 6.06	Suits.
Section 6.07	Qualifications.
Section 6.08	Investment.
Article VII Seller’s Conditions to Close
Section 7.01	Representations.
Section 7.02	Performance.
Section 7.03	Pending Matters.
Section 7.04	Purchase Price.
Section 7.05	Execution and Delivery of the Closing Documents.
Section 7.06	Consents and Preferential Rights to Purchase.

Article VIII Purchaser’s Conditions to Close
Section 8.01	Representations.
Section 8.02	Performance.
Section 8.03	Pending Matters.
Section 8.04	Execution and Delivery of the Closing Documents.
Section 8.05	Consents and Preferential Rights to Purchase.
Section 8.06	Unilateral Right of Purchaser to Terminate.
Article IX Tax Matters
Section 9.01	Transfer Taxes.
Section 9.02	Ad Valorem and Similar Taxes.
Article X The Closing
Section 10.01	Time and Place of the Closing.
Section 10.02	Actions of Seller at the Closing.
Section 10.03	Actions of Purchaser at the Closing.
Article XI Termination
Section 11.01	Right of Termination.
Section 11.02	Effect of Termination.
Section 11.03	Termination Damages.
Section 11.04	Attorneys’ Fees, Etc.
Article XII Post Closing Obligations
Section 12.01	Allocation of Expense and Revenues.
Section 12.02	Final Accounting Statement.
Section 12.03	Further Cooperation.
Article XIII Operation of the Assets
Section 13.01	Operations after Effective Time.
Section 13.02	Limitations on the Operational Obligations and Liabilities of Seller.
Section 13.03	Operation of the Assets After the Closing.
Section 13.04	Casualty Loss.

Article XIV Obligations and Indemnification
Section 14.01	Retained Obligations.
Section 14.02	Seller’s Indemnification – Third Party Non-Environmental Claims.
Section 14.03	Seller’s Indemnification – Third Party Environmental Claims
Section 14.04	Notices and Defense of Indemnified Matters.
Article XV Limitations on Representations and Warranties
Section 15.01	Disclaimers of Representations and Warranties.
Section 15.02	Independent Investigation.
Section 15.03	Survival.
Article XVI Dispute Resolution
Section 16.01	General.
Section 16.02	Senior Management.
Section 16.03	Dispute by Independent Expert.
Section 16.04	Limitation on Arbitration.
Article XVII Miscellaneous
Section 17.01	Names.
Section 17.02	Expenses.
Section 17.03	Entire Agreement.
Section 17.04	Waiver.
Section 17.05	Publicity.
Section 17.06	Construction.
Section 17.07	No Third Party Beneficiaries.
Section 17.08	Assignment.
Section 17.09	Governing Law.
Section 17.10	Notices.
Section 17.11	Severability.
Section 17.12	Time of the Essence.
Section 17.13	Counterpart Execution.

EXHIBITS AND SCHEDULES

Exhibit A – Subject Interests (Listing of Leases)

Exhibit B – Wells and Interests

Exhibit C – Assignment and Bill of Sale

Exhibit D – 2014 Budget for Installation of an Artificial Lift System on the Rosewood Plantation 21-H well

Schedules will be determined by Seller. There are likely to be many of the schedules referenced herein which will have no information and will be deleted from the Agreement. Alternatively they can be listed with the statement “none”.

SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement (this “Agreement”) is made and entered into this 23rd day of May, 2014, by and between Pryme Oil and Gas LLC, a Texas corporation, (the “Seller”) and Willow Creek Enterprises Inc., a Delaware corporation (the “Purchaser”). Purchaser and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”

W I T N E S S E T H:

WHEREAS, Seller is willing to sell to Purchaser, and Purchaser is willing to purchase from Seller, the working interests and net revenue interests set forth in Exhibit B in the oil and gas leases set forth in Exhibit A and the working interest set forth in Exhibit B in the rights, personal property and fixtures associated with the oil and gas leases as set forth below in Article I all upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual benefits derived and to be derived from this Agreement by each Party, Seller and Purchaser hereby agree as follows:

Article I

Assets

Section 1.01 Agreement to Sell and Purchase. Subject to and in accordance with the terms and conditions of this Agreement, Purchaser agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Purchaser.

Section 1.02 Assets. Subject to Section 1.03 and limitations set forth in Exhibits A and B described below, the term “Assets” shall mean the working interests and net revenue interests set forth in Exhibit B in the oil and gas leases set forth in Exhibit A and the working interest set forth in Exhibit B in the rights, personal property, appurtenances and fixtures associated with the oil and gas leases as set forth below:

(a)

the leasehold estates in and to the oil, gas and mineral leases described or referred to in Exhibit A (the “Leases”), assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Subject Interests,” or singularly, a “Subject Interest”) with Seller warranting that Purchaser is receiving the working interests and net revenue interests set forth in Exhibit B;

(b)

all rights incident to the Subject Interests, including, without limitation, (i) all rights with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbons (as defined in Subsection (d) of this Section 1.02) production after the Effective Time (as defined in Section 2.03) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest;

(c)

to the extent assignable or transferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to or used solely in connection with the Subject Interests which are set forth in Schedule 1.02(c) (the “Easements”), including, without limitation, the Easements described or referred to in Exhibit A;

(d)

to the extent assignable or transferable, all personal property, equipment, fixtures, inventory and improvements located on or used in connection with the Subject Interests and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons (collectively, “Hydrocarbons”), byproducts or waste produced therefrom or attributable thereto, including, without limitation, all wells located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including, without limitation, the wells described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery which are set forth in Schedule 1.02(d) (collectively, “Personal Property”);

(e)

to the extent assignable or transferable, all contracts, agreements and other arrangements that directly relate to the Subject Interests, the Leases or the Easements, including, without limitation, production sales contracts, farmout agreements, joint operating agreements, service agreements and similar arrangements which are set forth in Schedule 1.02(e) (collectively, the “Contracts”);

(f)

to the extent assignable or transferable, copies of all books, records, files, muniments of title, reports and similar documents and materials, including, without limitation, lease records, well records, and division order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents related to the Assets), contracts and contract files, correspondence, that relate to the foregoing interests in the possession of, and maintained by, Seller (collectively, the “Records”); and

(g)

All seismic data relating to the Leases (the Seismic Data), more specifically known as the Turner Bayou 3D dataset plus all 2D seismic lines (including all raw, processed and interpreted data and reports) and to the extent transferable, licenses to Seller’s complete data library pertaining to the Assets including but not limited to geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in the acquisition and development of the Assets.

(h)	All other assets used or useful in the forgoing and owned or utilized by the Seller.

Section 1.03 Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the sale contemplated hereby (collectively, the “Excluded Assets”): (a) all credits and refunds and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (b) all claims of Seller for refunds of or loss carry forwards with respect to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement; (c) all proceeds, income or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (d) all of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) all of Seller’s rights and interests in geological and geophysical data that is interpretive in nature or which cannot be transferred without the consent of or payment to any Third Party; (f) all documents and instruments of Seller that may be protected by an attorney-client privilege; (g) data and other information that cannot be disclosed or assigned to Purchaser as a result of confidentiality or similar arrangements under agreements with persons unaffiliated with Seller; (h) all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the other Excluded Assets; (i) all corporate, partnership, income tax records of Seller; (j) the original of all Records.

Article II

Purchase Price

Section 2.01 Purchase Price. The total consideration for the purchase, sale and conveyance by Seller of the Assets to Purchaser is as follows (the “Purchase Price”):

(a)	Purchaser obtaining a release of Seller from the Macquarie Bank debt obligation of Seller with terms and conditions acceptable to Purchaser. Seller shall be responsible for making the payments to Macquarie Bank as required under the debt until Closing.

(b)

Purchaser assuming the third party vendor debt owed by Seller and indemnifying Seller and Pryme Energy, LLC (Operator) against third party vendor debt currently itemized, declared and owed by Seller, as set forth in Exhibit D (“Vendor Debt”), excluding the disputed claims of Signa Engineering Corp. Exhibit D shall be a close list and constitute the entire debt to be assumed by the Purchaser upon closing of this Agreement. Vendor Debt shall not include operating expenses incurred after November 1, 2013 and prior to closing under this Agreement which shall remain the responsibility of Seller. To that end, Seller accepts sole responsibility and liability involving claims by Signa Engineering Corp and/or its former employee, Mr. John W. Colbert “Signa Lawsuit”. Seller currently has negotiated a payment plan of US$135,000 per month (but in any event Sellers share of vendor debt shall not exceed the aggregate amount of US$1,400,000), for which Purchaser shall accept responsibility upon the closing of this Agreement.

Purchaser granting Seller an option to participate for a 5% of 100% working interest on any well to be drilled on the Leases, the costs and expenses for which shall be a 5% share of all actual, out-of-pocket costs and expenses attributable to each well to be undertaken by Buyer subsequent to the Closing Date, without any promoted share of costs or added burdens on production from the well in excess of the burdens on production existing as of the date hereof. The option expires as to a well and all subsequent wells on the Leases if Seller fails to elect to participate in the drilling of any well on the Leases 15 days prior to the beginning of the actual drilling. The proposal of each well that is the subject of the option provided for herein will be made in accordance with the applicable joint operating agreement among the owners of the lease(s) on which the proposed well will be located.

Section 2.02 Effective Time. If the transactions contemplated hereby are consummated in accordance with the terms and provisions hereof, the ownership of the Assets shall be transferred from Seller to Purchaser on the Closing Date, and effective as of 9:00 a.m. local time where the Assets are located on April 1, 2014 (the “Effective Time”).

Article III

Title Matters

Section 3.01 Examination Period. Following the execution date of this Agreement until 5:00 p.m., local time in Houston, Texas July 15, 2014 (the “Closing Examination Period”), Seller shall permit Purchaser and/or its representatives to examine, at all reasonable times, in the office of Seller in Houston, Texas, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders, operating and accounting records and agreements pertaining to the Assets insofar as same may now be in existence and in the possession of Seller, subject to such restrictions on disclosure as may exist under confidentiality agreements or other agreements binding on Seller or such data. “Business Days” means all calendar days excluding Saturdays, Sundays and U.S. legal holidays. The Closing Examination Period is solely for purposes of Closing and determining adjustments to the Purchase Price or exclusion of Assets from the Closing. Seller shall warrant title to the assets and such warranty shall survive Closing.

Section 3.02 Defensible Title and Permitted Encumbrances. For purposes of this Agreement, the term “Defensible Title” means, with respect to a given Asset, such cumulative ownership by Seller in such Asset that, subject to and except for the Permitted Encumbrances (as defined in Subsection (d) of this Section 3.02):

(a)

entitles Seller to receive not less than the percentage set forth in Exhibit B as Seller’s “Net Revenue Interest” of all Hydrocarbons produced, saved and marketed from each well or unit as set forth in Exhibit B, all without reduction, suspension or termination of such interest throughout the productive life of such well, except for carried interests, production payments, reversionary interest or other changes in interest in time as specifically set forth in Exhibit B;

(b)

obligates Seller to bear not greater than the percentage set forth in Exhibit B as Seller’s “Working Interest” of the costs and expenses relating to the maintenance, development and operation of each well or unit as set forth in Exhibit B, all without increase throughout the productive life of such well, except for carried interests, production payments, reversionary interest or other changes in interest in time as specifically set forth in Exhibit B; and

(c)	is free and clear of all liens, encumbrances and defects in title.

(d)	The term “Permitted Encumbrances” shall mean any of the following matters to the extent the same are valid and subsisting and affect the Assets and are disclosed either in the general schedules or in Schedule 3.02(d):

(i)	the Leases, and Contracts;

(ii)

any (A) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to the maintenance, development, production or operation of the Assets or for the purpose of developing, producing or processing Hydrocarbons therefrom or therein, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’ liens or other similar liens or charges for liquidated amounts arising in the ordinary course of business (1) that any Seller has agreed to assume or pay pursuant to the terms hereof, or (2) for which any Seller is responsible for paying or releasing at the Closing;

(iii)

any liens for taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business and for which any Seller has agreed to pay pursuant to the terms hereof or which have been prorated pursuant to the terms hereof;

(iv)

the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in (including any liens or security interests created by law or reserved in oil and gas leases for royalty, bonus or rental, or created to secure compliance with the terms of) the agreements, instruments and documents that create or reserve to any Seller its interest in the Assets, provided that such matters do not operate to reduce the cumulative Net Revenue Interests of Seller below those set forth on Exhibit B, or increase the cumulative Working Interests of Seller above those set forth on Exhibit B without a corresponding increase in the Net Revenue Interests;

(v)	any obligations or duties affecting the Assets to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority (as defined in Section 4.02(b));

(vi)

any (A) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines, grazing, hunting, lodging, canals, ditches, reservoirs or the like, and (B) easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other similar rights-of-way on, over or in respect of property owned or leased by Seller or over which Seller own rights-of-way, easements, permits or licenses, to the extent that same do not materially interfere with the oil and gas operations to be conducted on the Assets;

(vii)

all lessors’ royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production created or in existence as of the Effective Time, whether recorded or unrecorded, provided that such matters do not operate to reduce the cumulative Net Revenue Interests of Seller below those set forth in Exhibit B or increase the cumulative Working Interests of Seller above those set forth in Exhibit B without a corresponding increase in the Net Revenue Interests;

(viii)

preferential rights to purchase or similar agreements with respect to which (A) waivers or consents are obtained from the appropriate parties for the transaction contemplated hereby, or (B) required notices have been given for the transaction contemplated hereby to the holders of such rights and the appropriate period for asserting such rights has expired without an exercise of such rights;

(ix)

required Third Party consents to assignments or similar agreements with respect to which (A) waivers or consents are obtained from the appropriate parties for the transaction contemplated hereby, or (B) required notices have been given for the transaction contemplated hereby to the holders of such rights and the appropriate period for asserting such rights has expired without an exercise of such rights;

(x)	all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the sale or conveyance of oil and gas leases or interests therein that are customarily obtained subsequent to such sale or conveyance;

(xi)

production sales contracts; division orders; contracts for sale, purchase, exchange, refining or processing of Hydrocarbons; unitization and pooling designations, declarations, orders and agreements; operating agreements; agreements of development; area of mutual interest agreements; gas balancing or deferred production agreements; processing agreements; plant agreements; pipeline, gathering and transportation agreements; injection, repressuring and recycling agreements; carbon dioxide purchase or sale agreements; salt water or other disposal agreements; seismic or geophysical permits or agreements; and any and all other agreements that have terms that are ordinary and customary to the oil, gas, sulphur and other mineral exploration, development, processing or extraction business or in the business of processing of gas and gas condensate production for the extraction of products therefrom, to the extent the same do not reduce the Net Revenue Interests of Seller below those set forth in Exhibit B or increase the Working Interests of Seller above those set forth in Exhibit B without a corresponding increase in the Net Revenue Interest;

(xii)

rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets and the applicable laws, rules, and regulations of such Governmental Authorities; and

(xiii)

all defects and irregularities affecting the Assets which individually or in the aggregate (A) do not operate to (1) reduce the Net Revenue Interest of Seller as set forth in Exhibit B, (2) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the Working Interests of Seller as set forth in Exhibit B, or (B) operate to increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the Working Interest of Seller, so long as there is a proportionate increase in Seller’s Net Revenue Interest.

Section 3.03 Title Defect. The term “Title Defect,” as used in this Agreement, shall mean: (a) any encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller under a lease, farmout agreement or other contract or agreement that would (i) have a adverse affect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein.

Section 3.04 Notice of Title Defects. If Purchaser discovers any Title Defect affecting any Asset, Purchaser shall notify Seller as promptly as possible of such alleged Title Defect. To be effective for purposes of Closing, determination of the Purchase Price or exclusion from the Closing, such notice must (i) be in writing, (ii) be received by Seller prior to the expiration of the Closing Examination Period, (iii) describe the Title Defect in sufficient, specific detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Asset or Assets affected by such Title Defect, and (v) include the value of such Title Defect as determined by Purchaser. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Purchaser in accordance with the foregoing during the Closing Examination Period, shall be covered by Seller’s warranty of title to Purchaser.

(a)	The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Purchaser in the Title Defect notices shall be determined based upon the criteria set forth below:

(i)	If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien from the affected Asset.

(ii)

If the Title Defect asserted is that the Net Revenue Interest attributable to any well or unit is less than that stated in Exhibit B or the Working Interest attributable to any well or unit is greater than that stated in Exhibit B, then the Title Defect Value shall take into account the relative change in the interest from Exhibit B and the appropriate Allocated Value attributed to such Asset.

(iii)

The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder.

(iv)	Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the wells, units or other Assets affected thereby.

Section 3.05 Remedies for Title Defects Noticed to Seller under Section 3.04.

(a)

Upon the receipt of such effective notice from Purchaser, Seller and Purchaser shall for a period of five (5) Business Days after the Title Defect Notice attempt to mutually agree on a resolution including, but if no such resolution is reached, Seller may, at their sole option (i) attempt to cure such Title Defect at any time prior to the Closing, or (ii) exclude the affected Asset from the sale and pay Purchaser the mutually agreed allocated value of such affected Asset.

(b)	With respect to each Title Defect that is not cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Purchaser and Seller.

(c)	If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.

(d)

If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03.

(e)

Notwithstanding anything to the contrary in this Agreement, if the value of the aggregate Title Defects (or aggregate Title Benefit as defined in Section 3.09(a)) does not exceed $25,000, then no adjustment to the Purchase Price shall be made for such Title Defects (or Title Benefits); however, if the value of a Title Defects (or Title Benefits) exceeds $25,000, then the total value of such Title Defects (or Title Benefits) may be asserted.

Section 3.06 Warranty of Title. Seller hereby agrees to warrant and defend its title to the Assets unto Purchaser and its assigns against every person whomsoever lawfully claiming or seeking to claim the same or any part thereof, subject, however, to the Permitted Encumbrances and the other matters set forth herein.

Section 3.07 No Preferential Rights. Seller represents that there are no preferential rights to purchase affecting the Assets.

Section 3.08 Consents to Assignment. Seller shall make a good faith effort to obtain all necessary consents from third parties to assign the Assets prior to Closing (other than governmental approvals that are customarily obtained after Closing) and Purchaser shall assist Seller with such efforts. To the extent such consents are not obtained prior to Closing and would render the assignment of some or all of the Assets void or voidable or give rise to a claim for damages as a result of the failure to obtain such consent, then such failure shall constitute a Title Defect as to that portion of the Assets affected thereby.

Section 3.09 Remedies for Title Benefits.

(a)

If either Party discovers any Title Benefit during the Closing Examination Period affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Closing Examination Period. Subject to Section 3.05, Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 10.02(a)(i) with respect to all Title Benefits, in an amount mutually agreed upon by the Parties. For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Purchaser has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes. Purchaser has no affirmative duty to search for Seller Title Benefits.

(b)

If with respect to a Title Benefit the Parties are not deemed to have agreed on the amount of the upward Purchase Price adjustment or have not otherwise agreed on such amount prior to the Closing Date, Seller or Purchaser shall have the right to elect to have such Purchase Price adjustment determined by an Independent Expert pursuant to Section 16.03. If the amount of such adjustment is not determined pursuant to this Agreement by the Closing, the undisputed portion of the Purchase Price with respect to the Asset affected by such Title Benefit shall be paid by Purchaser at the Closing and, subject to Section 3.05, upon determination of the amount of such adjustment, any unpaid portion thereof shall be paid by Purchaser to Seller.

Article IV

Environmental Matters

Section 4.01 Environmental Review.

(a)

Purchaser shall have the right to conduct or cause a consultant (“Purchaser’s Environmental Consultant”) to conduct an environmental review of the Assets prior to Closing (“Purchaser’s Environmental Review”). The cost and expense of Purchaser’s Environmental Review, if any, shall be borne solely by Purchaser. Purchaser shall (and shall cause Purchaser’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Purchaser’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations, and (iii) comply with all applicable laws, rules, and regulations. Purchaser shall be solely responsible for obtaining any Third Party consents that are required in order to perform any work comprising Purchaser’s Environmental Review, and Purchaser shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a representative or representatives accompany Purchaser and Purchaser’s Environmental Consultant at all times during Purchaser’s Environmental Review. With respect to any samples taken in connection with Purchaser’s Environmental Review, Purchaser shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Purchaser hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) arising out of or relating to Purchaser’s Environmental Review.

(b)

Unless otherwise required by applicable law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant to not) disclose any Environmental Information to any Governmental Authority or other Third Party without the prior written consent of Seller. Unless otherwise required by law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, or any Third Party to whom Purchaser has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Purchaser shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Purchaser shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Purchaser shall provide copies of the Environmental Information to Seller without charge.

Section 4.02 Environmental Definitions.

(a)

Environmental Defects. For purposes of this Agreement, the term “Environmental Defect” shall mean, with respect to any given Asset, an individual environmental condition that constitutes a violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which such Asset is located. Environmental Defect shall not be deemed to include an environmental condition disclosed in writing to Purchaser prior to the execution of this Agreement and agreed to by Purchaser.

(b)

Governmental Authority. For purposes of this Agreement, the term “Governmental Authority” shall mean, as to any given Asset, the United States and the state, county, parish, city and political subdivisions in which such Asset is located and that exercises jurisdiction over such Asset, and any agency, department, board or other instrumentality thereof that exercises jurisdiction over such Asset.

(c)

Environmental Laws. For purposes of this Agreement, the term “Environmental Laws” shall mean all laws, statutes, ordinances, court decisions, rules and regulations of any Governmental Authority pertaining to health or the environment as may be interpreted by applicable court decisions or administrative orders, including, without limitation, the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act, as amended, the Resources Conservation and Recovery Act, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendment and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and comparable state and local laws.

Article V

Representations and Warranties of Seller

Seller represents and warrants to Purchaser which representations and warranties shall survive closing that:

Section 5.01 Seller’s Existence. Seller is a corporation, duly organized and validly existing under the laws of the State of Texas and is qualified to conduct business in the State of Texas. Seller has full legal power, right and authority to carry on its business as such is now being conducted. Seller’s headquarters and principal offices are located in the State of Texas.

Section 5.02 Legal Power. Seller has the legal power and right to enter into and perform this Agreement and the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with:

(a)	any provision Seller’s governing documents;

(b)	except for any preferential purchase rights and consents to assignment, any material agreement or instrument to which a Seller is a party or by which a Seller is bound; or

(c)	any judgment, order, ruling or decree applicable to a Seller as a party in interest or any law, rule or regulation applicable to a Seller.

Section 5.03 Execution. The execution, delivery and performance of this Agreement and the transactions contemplated hereby are duly and validly authorized by all requisite corporate action on the part of Seller. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Section 5.04 Brokers. No Broker or finder has acted for or on behalf of Seller or any affiliate of Seller in connection with this Agreement or the transactions contemplated by this Agreement. No broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Seller or any affiliate of Seller for which Purchaser have or will have any liabilities or obligations (contingent or otherwise).

Section 5.05 Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or to the knowledge of Seller threatened against Seller. The term "Knowledge" shall mean with respect to Seller, the actual knowledge of Seller's current personnel with a supervisory, or higher, level.

Section 5.06 Suits. Except the Signa Lawsuithere is no suit, action, claim, investigation or inquiry by any person or entity or by any administrative agency or Governmental Authority and no legal, administrative or arbitration proceeding pending or, to Seller’s Knowledge, threatened against Seller or any affiliate of Seller or the Assets that has materially affected or will materially affect Seller’s ability to consummate the transactions contemplated herein or materially affect the title to or value of the Assets except as shown on Schedule 5.06.

Section 5.07 Royalties. To Seller’s Knowledge, all rentals, royalties and other payments due under the Subject Interests described in Exhibit A have been paid in all material respects, except those amounts in suspense. Except as set forth on Schedule 5.07, Seller has not received any written demand regarding improper royalty payments relating to the Subject Interests that has not been resolved.

Section 5.08 Taxes. To each Seller’s Knowledge, all ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by the ownership of the Assets or the production of Hydrocarbons or the receipt of proceeds therefrom that have become due and payable have been paid in all material respects.

Section 5.09 Contracts. To Seller’s Knowledge, except for Vendor Debt, (a) all material Contracts are in full force and effect, and (b) Seller is not in default with respect to any of its material obligations thereunder.

Section 5.10 Liens and Liabilities Existing on or before Effective Date. Except for Permitted Encumbrances, the Assets will be conveyed free and clear of all liens, mortgages and encumbrances. Seller shall remain responsible for and indemnify Purchaser against any liabilities associated with the Assets which existed on or before the Effective Date of Closing.

Section 5.11 No Conflict or Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws, limited liability company agreement or other governing documents of Seller; (ii) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Seller is a party or is subject; (iii) result in a material default under the terms, conditions or provisions of any Asset (or of any material agreement, instrument or obligation relating to or burdening any Asset); or (iv) subject to the limitations contained in Section 4.1(c), violate in any material respect or be rendered void or ineffective under any Law or any judgment, order or decree of a Governmental Authority; provided that the representations and warranties contained in clauses (ii), (iii) and (iv) of this Section 4.1(d) are subject to the matters expressly described and set forth in Schedule 5.11 and the exceptions set forth in clauses (i) and (ii) of Section 4.1(e).

Section 5.12 Compliance With Laws. Except as set forth on Schedule 5.12 Seller is not in violation in any material respect of any Law applicable to the Assets. This Section 5.12 does not apply to environmental matters (for which Section 5.13 is applicable).

Section 5.13 Environmental Matters. Except as set forth on Schedule 5.13, no written notice, demand or complaint has been received by Seller from any Governmental Authority with respect to any material violation of any Environmental Law applicable to the Assets and that there are no Environmental Defects as of the Closing Date.

Section 5.14 Commitments, Abandonments or Proposals. Except as set forth in Schedule 5.14 and Exhibit D, to Seller’s knowledge, (1) Seller has incurred no expenses, and has made no commitments to make expenditures (including Seller has not entered into any agreements that would obligate Purchaser to make expenditures), in connection with the ownership or operation of the Assets after the Effective Time, other than routine expenses incurred in connection with the ownership and normal operation of the Assets; (2) Seller has not abandoned any wells (or removed any material items of equipment, except those replaced by items of materially equal or better condition, suitability and value) on the Subject Interests since the Effective Time; and (3) no proposals or authorities for expenditures are currently outstanding (whether made by Seller or by any other party) to drill additional wells, or to deepen, plug back or rework existing wells, or to conduct other operations for which consent is required under the applicable operating or unitization agreement, or to conduct any other operations other than normal operation of existing wells on the Subject Interests, or to abandon any wells, on the Subject Interests.

Section 5.15 Well Status. Except as set forth on Schedule 5.15, and except to the extent as would not have a material impact on the value, use or operation of the Assets, to Seller’s knowledge, there are no wells located on the Subject Interests that: (a) have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each Regulatory Authority having jurisdiction over the Subject Interests or (b) have been temporarily abandoned but not yet plugged and abandoned.

Section 5.16 State and Federal Leases. To Seller’s knowledge, all state and federal lease accounts, with respect to state and federal leases included in the Assets, are current and all payments required thereunder have been made.

Section 5.17 Taxes. Seller has timely filed or caused to be filed all federal, state, local and foreign Tax and information returns required under the Law of such jurisdictions. All Taxes (other than those being contested in good faith for which adequate provisions will be made) shown on said returns to be due and additional assessments received prior to the date hereof that are due and payable have been paid.

Section 5.18 Sales Agreements. Except as set forth on Schedule 5.18, (i) all crude oil and condensate sales arrangements and division orders relating to the Properties have index price or other market-sensitive price terms and may be terminated by Purchaser upon not more than 92 days’ notice without penalty or detriment to Purchaser; and (ii) to Seller’s knowledge, Seller has not received at any time nor is Seller obligated to receive any advance, take-or-pay or other similar payments under production sales contracts that entitle the purchasers thereunder to recoup or otherwise receive deliveries of oil, gas or other hydrocarbons at any time on or after the Effective Time without payment therefor.

Section 5.19 Wells. To Seller’s knowledge, (i) all of the wells in which Seller has an interest by virtue of its ownership in the Assets have been drilled and completed within the boundaries of the related Subject Interest or within the limits otherwise permitted by contract, pooling or unit agreement, and by Law, and (ii) all drilling and completion of the wells included in each Subject Interest and all development and operations on such Subject Interest are being conducted in compliance in all material respects with all applicable Laws and permits, and judgments, orders and decrees of any Governmental Authority. To Seller’s knowledge, no well included on any Subject Interest is subject to material penalties on allowables after the date hereof because of any overproduction or any other violation of applicable Laws or permits or judgments, orders or decrees of any Governmental Authority that would prevent in any material respect such well from being entitled to its full legal and regular allowable from and after the date hereof as prescribed by any Governmental Authority. Notwithstanding anything herein provided to the contrary, this Section 5.19 does not apply to environmental matters (for which Section 5.13 is applicable).

Section 5.20 Imbalances. There are no wellhead or pipeline imbalances and there will be none as of the Closing Date.

Section 5.21 Insurance. Schedule 5.21 sets forth Seller’s insurance coverages on the Assets and the operation thereof. The insurance coverages set forth in Schedule 5.21 are in full force and effect and Seller has paid all premiums associated therewith on a timely basis. To Seller’s knowledge, there have been no actions or omissions by Seller which violate the terms of Seller’s insurance coverages set forth on Schedule 5.21.

Article VI

Representations and Warranties of Purchaser

Purchaser represents and warrants to Seller which representations and warranties shall survive closing that:

Section 6.01 Purchaser’s Existence. Purchaser is a corporation, duly organized and validly existing under the laws of Delaware and is qualified to conduct business in the State of Texas. Purchaser has full legal power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted. Purchaser’s headquarters and principal offices are all located in the State of Texas.

Section 6.02 Legal Power. Purchaser has the legal power and right to enter into and perform this Agreement and the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with:

(a)	any provision of Purchaser’s other governing documents;

(b)	any material agreement or instrument to which Purchaser is a party or by which Purchaser is bound; or

(c)	any judgment, order, ruling or decree applicable to Purchaser as a party in interest or any law, rule or regulation applicable to Purchaser.

Section 6.03 Execution. The execution, delivery and performance of this Agreement and the transactions contemplated hereby are duly and validly authorized by all requisite corporate action on the part of Purchaser. This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in accordance with its terms.

Section 6.04 Brokers. No Broker or finder has acted for or on behalf of Purchaser or any affiliate of Purchaser in connection with this Agreement or the transactions contemplated by this Agreement. No broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Purchaser or any affiliate of Purchaser for which Seller has or will have any liabilities or obligations (contingent or otherwise).

Section 6.05 Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or to the knowledge of Purchaser threatened against Purchaser or any affiliate of Purchaser.

Section 6.06 Suits. There is no suit, action, claim, investigation or inquiry by any person or entity or by any administrative agency or Governmental Authority and no legal, administrative or arbitration proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser or any affiliate of Purchaser that has materially affected or will materially affect Purchaser’s ability to consummate the transactions contemplated herein.

Section 6.07 Qualifications. Purchaser is now, and after the Closing shall continue to be, qualified with all applicable Governmental Authorities to own its interest in the Assets.

Section 6.08 Investment. Prior to entering into this Agreement, Purchaser was advised by and has relied solely on its own legal, tax and other professional counsel concerning this Agreement, the Assets and the value thereof. Purchaser is acquiring the Assets for its own account and not for distribution or resale in any manner that would violate any state or federal securities law, rule, regulation or order. Purchaser understands and acknowledges that if any of the Assets were held to be securities, they would be restricted securities and could not be transferred without registration under applicable state and federal securities laws or the availability of an exemption from such registration.

Article VII

Seller’s Conditions to Close

The obligations of Seller to consummate the transaction provided for herein are subject, at the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following conditions:

Section 7.01 Representations. The representations and warranties of Purchaser herein contained shall be true and correct in all material respects on the Closing Date as though made on and as of such date which representations and warranties shall survive Closing.

Section 7.02 Performance. Purchaser shall have performed all material obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing.

Section 7.03 Pending Matters. No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.

Section 7.04 Purchase Price. Purchaser shall have delivered to Seller the Purchase Price, as the same may be adjusted hereunder, in accordance with the provisions of Article II.

Section 7.05 Execution and Delivery of the Closing Documents. Purchaser shall have executed, acknowledged and delivered, as appropriate, to Seller all closing documents described in Section 10.05.

Section 7.06 Consents and Preferential Rights to Purchase. Subject to Section 3.07 and 3.08, all appropriate consents have been obtained and preferential rights to purchase have been either exercised by the preferential right holder or the time period for election to purchase has elapsed.

Article VIII

Purchaser’s Conditions to Close

The obligations of Purchaser to consummate the transaction provided for herein are subject, at the option of Purchaser, to the fulfillment on or prior to the Closing Date of each of the following conditions:

Section 8.01 Representations. The representations and warranties of Seller herein contained shall be true and correct in all material respects on the Closing Date as though made on and as of such date which representations and warranties shall survive closing.

Section 8.02 Performance. Seller shall have performed all material obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing.

Section 8.03 Pending Matters. No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement.

Section 8.04 Execution and Delivery of the Closing Documents. Seller shall have executed, acknowledged and delivered, as appropriate, to Purchaser all closing documents described in Section 10.04.

Section 8.05 Consents and Preferential Rights to Purchase. Subject to Section 3.07 and 3.08, all appropriate consents have been obtained and preferential rights to purchase have been either exercised by the preferential right holder or the time period for election to purchase has elapsed.

Section 8.06 Unilateral Right of Purchaser to Terminate. If Purchaser determines in its sole discretion that it is dissatisfied with the proposed transaction, then Purchaser may elect to terminate this Agreement without any other reason anytime before Closing.

Article IX

Tax Matters

Section 9.01 Transfer Taxes. All sales, use or other taxes (other than taxes on gross income, net income or gross receipts) and duties, levies, recording fees or other governmental charges incurred by or imposed with respect to the property transfers undertaken pursuant to this Agreement shall be the responsibility of, and shall be paid by, Purchaser.

Section 9.02 Ad Valorem and Similar Taxes. Ad valorem, property, severance and similar taxes and assessments based upon or measured by the value of the Assets shall be divided or prorated between Seller and Purchaser as of the Effective Time. Seller shall retain responsibility for such taxes attributable to the period of time prior to the Effective Time and Purchaser shall assume responsibility for the period of time from and after the Effective Time.

Article X

The Closing

Section 10.01 Time and Place of the Closing. If the conditions referred to in Articles VII and VIII of this Agreement have been satisfied or waived in writing, and subject to any extensions pursuant to Sections 3.04, 4.03 or 10.02, the transactions contemplated by this Agreement (the “Closing”) shall take place at a location mutually acceptable between the Purchaser and Seller on or before July 15, 2014 (the “Closing Date”). The Effective Time shall be April 1, 2014.

Section 10.02 Actions of Seller at the Closing. At the Closing, Seller shall:

(a)	execute, acknowledge and deliver to Purchaser the Assignment (as defined in Exhibit C of this Agreement) and such other instruments (in form and substance mutually agreed upon by Purchaser and Seller) as may be reasonably necessary to convey the Assets to Purchaser;

(b)	execute, acknowledge and deliver to Purchaser division orders for Purchaser’s interest in the Assets and the joint operating agreements for the Leases;

(c)	execute and deliver to Purchaser an affidavit attesting to its non-foreign status;

(d)	execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby including the agreement of Seller not to compete with Purchaser in any acreage covered by the Seismic Data.

Section 10.03 Actions of Purchaser at the Closing. At the Closing, Purchaser shall:

(a)	deliver to Seller the release of Seller from the Macquarie Bank debt;

(b)

execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby including the division orders and joint operating agreements in existence for the Leases including an Assumption of the Vendor Debt and a non exclusive usage license for the seismic data.

Article XI

Termination

Section 11.01 Right of Termination. This Agreement may be terminated at any time at or prior to the Closing:

(a)	by mutual written consent of the Parties;

(b)	by Seller on the Closing Date if the conditions set forth in Article VII have not been satisfied in all material respects by Purchaser or waived by Seller in writing by the Closing Date;

(c)	by Purchaser on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Seller or waived by Purchaser in writing by the Closing Date;

(d)	by Seller if the Closing shall not have occurred on or before July 15, 2014 through no fault of the Seller;

(e)	by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or

(f)	by Purchaser if it is dissatisfied with acquisition as determined by Purchaser in its sole discretion with no reason being required;

provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b) or (c) or (d) above if such Party is at such time in material breach of any provision of this Agreement.

Section 11.02 Effect of Termination. In the event that the Closing does not occur as a result of any Party exercising its right to terminate pursuant to Section 11.01, then except for the rights of Purchaser as set forth in Section 11.03 for a termination based on Section 11.01(c), this Agreement shall be null and void and no Party shall have any further rights or obligations under this Agreement except for the rights of Purchaser under Section 13.01(i) and provided that nothing herein shall relieve any Party from any liability for any breach hereof or any liability that has accrued prior to the date of such termination.

Section 11.03 Termination Damages. If all conditions precedent to the obligations of Purchaser to close as set forth in Article VII have been met and the transactions contemplated by this Agreement are not consummated on the Closing Date because of the failure of Seller to perform any of its material obligations hereunder or the breach of any representation herein by Seller, then in such event, Purchaser shall have the option to (1) enforce specific performance or (2) elect to be paid (a) $250,000 by Seller as liquidated damages and (b) the amounts advanced by Purchaser for the installation of the artificial lift system and lease delay rentals as provided in Section 13.01, with (a) and (b) as Purchaser’s sole and exclusive remedies for such default, all other remedies being expressly waived.. Purchaser and Seller acknowledge and agree that (i) Purchaser’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) that $250,000 is a reasonable estimate of such actual damages and (iii) such liquidated damages do not constitute a penalty.

Section 11.04 Attorneys’ Fees, Etc. If either Party to this Agreement resorts to legal proceedings to enforce this Agreement, the prevailing Party in such proceedings shall be entitled to recover all costs incurred by such Party, including reasonable attorneys’ fees, in addition to any other relief to which such Party may be entitled. Notwithstanding anything to the contrary in this Agreement, in no event shall either Party be entitled to receive any punitive, indirect or consequential damages unless same are a part of a Third Party claim for which a Party is seeking indemnification hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE OTHER PARTY.

Article XII

Post Closing Obligations

Section 12.01 Allocation of Expense and Revenues.

(a)

Provided that the Closing occurs, appropriate adjustments shall be made between Purchaser and Seller so that (i) Purchaser will receive all proceeds from sales of Hydrocarbons that have not been distributed to Seller from Operator and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership or operation of the Assets from and after the Effective Time, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements (regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive an adjustment for all sales of Hydrocarbons that are sold, produced and saved prior to the Effective Time and any other revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all applicable production, severance, and similar taxes, and net of all costs and expenses that are incurred in the ownership or operation of the Assets prior to the Effective Time.

(b)

In addition to the foregoing, the Seller will be paid (i) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets and any prepaid costs, including rentals and insurance premiums, insofar as such prepaid costs relate to periods of time after the Effective Time, and (ii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in storage above the inlet connection or upstream of the applicable sales meter on the Closing Date.

(c)

In addition to the foregoing, the Purchaser will be paid (i) an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the ownership of the Assets that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding tax year (such amount to be prorated for the period of Seller’s and Purchaser’s ownership before and after the Effective Time), and (ii) an amount equal to all cash in, or attributable to, suspense accounts relative to the Assets for which Purchaser has assumed responsibility under Section 14.02.

(d)	All estimated amounts due under this Section 12.01 will be calculated and provided to Purchaser two (2) Business Days prior to Closing as a Pre-Closing Statement to be used at Closing subject to Purchaser’s right to object to specific amounts.

Section 12.02 Final Accounting Statement.

(a)

On or before sixty (60) days after the Closing Date, Seller shall prepare and deliver to Purchaser a post-closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between the Effective Time and Closing (“Accounting Statement”). The Accounting Statement shall include any adjustment or payment which was not finally determined as of the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12.01. To the extent reasonably required by Seller, Purchaser shall assist in the preparation of the Accounting Statement. Seller shall provide Purchaser such data and information as Purchaser may reasonably request supporting the amounts reflected on the Accounting Statement in order to permit Purchaser to perform or cause to be performed an audit. The Accounting Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Purchaser (the “Final Settlement Date”) unless Purchaser gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI.

(b)

Within two (2) Business Days after the Final Settlement Date, Seller shall pay to Purchaser or Purchaser shall pay to Seller in immediately available funds the net amount due. For purposes of this Agreement, the term “Final Statement” shall mean (i) the revised Statement becoming final pursuant to this Section, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Section 12.03 Further Cooperation. Seller and Operator shall make the Records available to be copied by Purchaser at the offices of Seller during normal business hours within five (5) Business Days after the later of the Closing or the end of the Transition Period (as defined in Section 13.06) to the extent the Records are in the possession of Seller and are not subject to contractual restrictions on transferability. Seller shall have the right to retain originals of any of the Records and the rights granted under Section 17.03.

After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute and deliver, or shall cause to be executed and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to convey and deliver the Assets to Purchaser and to accomplish the orderly transfer of the Assets to Purchaser in the manner contemplated by this Agreement. After the Closing, the Parties will cooperate to have all proceeds received attributable to the Assets be paid to the proper Party hereunder and to have all expenditures to be made with respect to the Assets be made by the proper Party hereunder.

Article XIII

Operation of the Assets

Section 13.01 Operations after Effective Time. Seller agrees, from and after the date hereof until Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Purchaser, or in situations wherein emergency action is taken in the face of risk to life, property or the environment, to:

(a)	operate the Assets in the usual, regular and ordinary manner consistent with past practice;

(b)	maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person;

(c)	not plug or abandon any well located on the Assets without Purchaser’s prior written consent;

(d)

not transfer, sell, mortgage, pledge or dispose of any material portion of the Assets other than the sale and/or disposal of hydrocarbons in the ordinary course of business and sales of equipment that is no longer necessary in the operation of the Assets or for which replacement equipment has been obtained; and

(e)	preserve in full force and effect all oil and gas leases, operating agreements, easements, rights-of-way, permits, licenses and agreements that relate to the Assets, save and except those that expire from primary terms.

(f)	submit to Purchaser for prior written approval, all requests for operating or capital expenditures relating to the Assets that involve individual commitments of more than $40,000, and

(g)	use commercially reasonable efforts to maintain its relationships with suppliers, customers and others having material business relations with Seller with respect to the Assets so that they will be preserved for Purchaser on and after the Closing Date; and

(h)

maintain all insurance currently maintained by Seller with respect to the Assets and waive any rights of subrogation against Purchaser with respect thereto and, upon the request of Purchaser, cause Purchaser to be named as an additional insured thereunder (except with respect to any such Workers’ Compensation Insurance) for the period commencing on the date of the execution of this Agreement through the earlier to occur of the Closing or the termination of this Agreement pursuant to Section 11.01 and cause the insurance underwriters to provide a waiver of subrogation against Purchaser with respect thereto; provided, however, that all costs and expenses associated with the naming of Purchaser as an additional insured thereunder shall be borne by Purchaser.

(i)

Purchaser hereby consents to the nominated installation of an artificial lift system on the Rosewood Plantation 21-H well. Expenditure for such operation is expected to occur prior to closing hereunder. Purchaser makes a binding commitment to pay Seller’s share of costs associated with such operation. Additionally, Purchaser agrees to pay Seller’s share of lease delay rentals which are due before Closing. Buyer’s maximum commitment for the artificial lift system and lease delay rentals is $260,000. In the unlikely event that such payment has been made and the parties fail to close under this Agreement for any reason other than Purchaser’s election under Section 11.01(f), Purchaser shall be reimbursedfrom a block of unrestricted shares of Pryme Energy Limited equivalent in value to the amounts advanced by Purchaser using a VWAP share price. In the event the sole reason for the transaction not closing is the election by Purchaser under 11.01(f0 that it is dissatisfied with acquisition as determined by Purchaser in its sole discretion with no reason being required, Purchaser shall receive no consideration for the amounts advanced by Purchaser.

(j)

Due to the complications of obtaining the consent of the other working interest owners for a comprehensive work over of the Deshotel’s 20-H well, Purchaser’s workover plans, upon closing hereunder, may be limited to, initially, acidization and/or installation of an artificial lift system. At Purchaser’s request, Seller agrees to nominate Purchaser’s plan for the Deshotels 20-H well with the final vote scheduled to occur before the closing hereunder.

Section 13.02 Limitations on the Operational Obligations and Liabilities of Seller. From and after the date of execution of this Agreement and until the Closing, and subject to the provisions of applicable operating and other agreements, Seller shall use its reasonable efforts to operate the Assets and use its reasonable efforts to cause any other operators to operate and administer the Assets in a manner consistent with its past practices, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Purchaser acknowledges that Seller owns undivided interests in some or all of the Assets, and Purchaser agrees that the acts or omissions of the other working interest owners shall not constitute a violation of the provisions of this Article XIII, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this Article XIII.

Section 13.03 Operation of the Assets After the Closing. Purchaser or its nominee shall take over operations of the Assets pursuant to the terms of the operating agreements effective upon Closing.

Section 13.04 Casualty Loss.

(a)

Purchaser shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the date of this Agreement until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of wells, and the depreciation of personal property.

(b)

If after the date of this Agreement and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat thereof and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 13.04(c).

(c)

Notwithstanding Section 13.04(a), in the event of any loss described in Section 13.04(b), at the Closing, Seller shall pay to Purchaser all sums paid to Seller by third parties by reason of the destruction or taking of such Assets (up to the Allocated Value thereof), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Purchaser all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking. Notwithstanding anything to the contrary in this Section 13.04, Seller shall maintain any currently existing insurance coverage with respect to any of the Assets.

Article XIV

Obligations and Indemnification

Section 14.01 Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests accruing prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d) ad valorem, property, severance and similar taxes attributable to the period of time prior to the Effective Time retained by Seller under Section 9.02; (e) environmental liabilities incurred prior to the Effective Time (collectively, the “Retained Obligations”). This Section does not modify or limit the liability or obligations of Seller under Section 15.03

Section 14.02 Seller’s Indemnification – Third Party Non-Environmental Claims. Provided that the Closing occurs, Seller shall release, defend, indemnify and hold harmless Purchaser, its partners, and their respective officers, directors, employees, agents, representatives, members, shareholders, affiliates and subsidiaries (collectively, the “Purchaser Indemnitees”) from and against any and all Third Party non-environmental claims relating to Seller’s ownership or operation of the Assets prior to the Effective Time or as a result of, arising out of, or related to the Retained Obligations.

Section 14.03 Seller’s Indemnification – Third Party Environmental Claims. Provided that the Closing occurs, Seller shall release, defend, indemnify and hold harmless Purchaser, its partners, and their respective officers, directors, employees, agents, representatives, members, shareholders, affiliates and subsidiaries (collectively, the Purchaser Indemnitees) from and against any and all Third Party environmental claims relating to Seller’s ownership or operation of the Assets prior to the Effective Time or as a result of, arising out of, or related to the Retained Obligations.

Section 14.04 Notices and Defense of Indemnified Matters. Each Party shall promptly notify the other Party of any matter of which it becomes aware and for which it is entitled to indemnification from the other Party under this Agreement. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such matter at its own expense.

Article XV

Limitations on Representations and Warranties

Section 15.01 Disclaimers of Representations and Warranties. The express representations and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied or statutory. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER. SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, IT BEING THE EXPRESS INTENTION OF PURCHASER AND SELLER THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO PURCHASER, AND PURCHASER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND PURCHASER REPRESENTS TO SELLER THAT PURCHASER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS PURCHASER DEEMS APPROPRIATE. SELLER AND PURCHASER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

Section 15.02 Independent Investigation. Purchaser represents and acknowledges that it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller and that it has had (or will have prior to the Closing) access to the Assets, the officers and employees of Seller, and the books, records and files of Seller relating to the Assets, and in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Purchaser has relied solely on the basis of its own independent due diligence investigation of the Assets and upon the representations and warranties made in Article V, and not on any other representations or warranties of Seller or any other person or entity.

Section 15.03 Survival. The representations, warranties, covenants and obligations of Seller and Purchaser under this Agreement shall indefinitely survive the Closing.

Article XVI

Dispute Resolution

Section 16.01 General. Any and all claims, Disputes, controversies or other matters in question arising out of or relating to title issues, environmental issues, or calculation of the Statement or revisions thereto (all of which are referred to herein as “Disputes” which term shall not include any other disputes claims, disputes, controversies or other matters in question arising under this Agreement) shall be resolved in the manner prescribed by this Article XVI.

Section 16.02 Senior Management. If a Dispute occurs that the senior representatives of the Parties responsible for the transaction contemplated by this Agreement have been unable to settle or agree upon within a period of five (5) days after such Dispute arose, Seller shall nominate and commit one of its senior officers, and Purchaser shall nominate and commit one of its senior officers, to meet at a mutually agreed time and place not later than ten (10) days after the Dispute has arisen to attempt to resolve same. If such senior management have been unable to resolve such Dispute within a period of five (5) days after such meeting, or if such meeting has not occurred within fifteen (15) days following such Dispute arising, then either Party shall have the right, by written notice to the other, to resolve the Dispute through the relevant Independent Expert pursuant to Section 16.03.

Section 16.03 Dispute by Independent Expert.

(a)

Each Party shall have the right to submit Disputes regarding title issues, environmental issues, or calculation of the Statement or revisions thereto, to an independent expert appointed in accordance with this Section 16.03 (each, an “Independent Expert”), who shall serve as sole arbitrator. The Independent Expert shall be appointed by mutual agreement of the Parties from among candidates with experience and expertise in the area that is the subject of such Dispute, and failing such agreement, such Independent Expert for such Dispute shall be selected in accordance with the Rules (as defined in Subsection (b) of this Section 16.03).

(b)

Disputes to be resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules and failing such agreement, in accordance with the rules and procedures of the Texas Arbitration Act and the Rules of the American Arbitration Association to the extent such Rules do not conflict with such Texas Arbitration Act or the provisions of this Agreement The Independent Expert shall be instructed by the Parties to resolve such Dispute as soon as reasonably practicable in light of the circumstances. The decision and award of the Independent Expert shall be binding upon the Parties as an award under the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court.

(c)	The charges and expenses of the arbitrator shall be shared equally by Seller and Purchaser.

(d)	Any arbitration hearing held pursuant to Section 16.03 shall be held in Houston, Texas

Section 16.04 Limitation on Arbitration. ALL OTHER DISAGREEMENTS, DIFFERENCES, OR DISPUTES ARISING BETWEEN SELLER AND PURCHASER UNDER THE TERMS OF THIS AGREEMENT (AND NOT COVERED BY SECTION 16.03) SHALL NOT BE SUBJECT TO ARBITRATION AND SHALL BE DETERMINED BY A COURT OF COMPETENT JURISDICTION, UNLESS THE PARTIES OTHERWISE MUTUALLY AGREE.

Article XVII

Miscellaneous

Section 17.01 Names. As soon as reasonably possible after the Closing, but in no event later than 45 days after the Closing, Purchaser shall remove the names of Seller and its affiliates, and all variations thereof, from all of the Assets and make the requisite filings with, and provide the requisite notices to, the appropriate federal, state or local agencies to place the title or other indicia of ownership, including operation of the Assets, in a name other than the name of the Seller or any of its affiliates, or any variations thereof.

Section 17.02 Expenses. Each Party shall be solely responsible for all expenses, including due diligence expenses, incurred by it in connection with this transaction, and neither Party shall be entitled to any reimbursement for such expenses from the other Party.

Section 17.03 Entire Agreement. This Agreement, the documents to be executed hereunder, and the exhibits attached hereto constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. No supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties and specifically referencing this Agreement.

Section 17.04 Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 17.05 Publicity. Neither Seller nor Purchaser will issue any public announcement or press release concerning this transaction without the written consent of the other Party (except as required by law and in such case with prior written agreement between the Parties on the wording of the announcement or press release).

Section 17.06 Construction. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. The Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement and as such the Parties agree that if an ambiguity or question of intent or interpretation arises hereunder, this Agreement shall not be construed more strictly against one Party than another on the grounds of authorship.

Section 17.07 No Third Party Beneficiaries. Except as provided in Sections 14.04 and 14.05, nothing in this Agreement shall provide any benefit to any Third Party or entitle any Third Party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall otherwise not be construed as a Third Party beneficiary contract.

Section 17.08 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns and legal representatives.

Section 17.09 Governing Law. This Agreement, other documents delivered pursuant hereto and the legal relations between the Parties shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of laws that would result in the application of the laws of another jurisdiction. The Parties agree to venue in Harris County, Texas.

Section 17.10 Notices. Any notice, communication, request, instruction or other document required or permitted hereunder shall be given in writing and delivered in person or sent by U.S. Mail postage prepaid, return receipt requested, overnight courier or facsimile to the addresses of Seller and Purchaser set forth below. Any such notice shall be effective only upon receipt.

Purchaser:

Willow Creek Enterprises Inc.

P.O. Box 456

Pacific Palisades, CA 90272

Attention: Larry L. Eastland, Ph. D.

Facsimile: 208-342-8888

Seller:

Pryme Oil and Gas LLC

3500 Washington, Avenue, Suite 200

Houston, Texas 77007

Attention: Ryan Messer

Facsimile: 713-401-9806

Either Party may, by written notice so delivered to the other Party, change its address for notice purposes hereunder.

Section 17.11 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 17.12 Time of the Essence. Time shall be of the essence with respect to all time periods and notice periods set forth in this Agreement.

Section 17.13 Counterpart Execution. This Agreement may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all of such parties execute the same counterpart. If counterparts of this Agreement are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Agreement, but each counterpart shall be considered an original.

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the date first set forth above.

[remainder of page left blank intentionally]

SELLER:

Pryme Oil and Gas LLC

By:_____________________

Ryan Messer, President

PURCHASER:

Willow Creek Enterprises Inc.

By:________________________

Larry L. Eastland, Ph. D., Chairman

Additional signatory as the provision of Section 13.01(i) only:

Pryme Energy Limited

By:_____________________________

EXHIBIT A

SUBJECT INTERESTS

Attached hereto and made a part of that certain Sale and Purchase Agreement between Pryme Oil and Gas LLC, as Seller, and Willow Creek Enterprises Inc., as Purchaser

Leases described by the following Memorandums and all amendments to such leases:

EXHIBIT B

WELLS AND INTERESTS

Attached hereto and made a part of that certain Sale and Purchase Agreement between Pryme Oil and Gas LLC, as Seller, and Willow Creek Enterprises Inc., as Purchaser

Total Well and Lease Interests From Seller Delivered to Purchaser

API	Field	Well Name & No.	Status	Classification	WI	RI	Comments

EXHIBIT C

ASSIGNMENT AND BILL OF SALE

Attached hereto and made a part of that certain Sale and Purchase Agreement between Pryme Oil and Gas LLC, as Seller, and Willow Creek Enterprises Inc., as Purchaser

THIS ASSIGNMENT AND BILL OF SALE (this “Assignment”), effective as of 9:00 a.m. on April 1, 2014 (the “Effective Time”), is made by Pryme Oil and Gas, (the “Assignor”), whose address is 3500 Washington Ave., Suite 200, Houston, Texas 77007 to Willow Creek Enterprises Inc., a Delaware corporation (the “Assignee”), whose address is 175 Great Neck Road, Suite 403, Great Neck, NY 11021.

ARTICLE I

Granting and Habendum

For Ten Dollars ($10.00) and other good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, Assignor does hereby grant, bargain, sell, transfer, convey, set over, assign and deliver unto Assignee, its successors and assigns, effective for all purposes as of the Effective Time and subject to the matters set forth herein, the working interests and net revenue interests set forth in Exhibit B in the oil and gas leases set forth in Exhibit A and the working interest set forth in Exhibit B in the rights, personal property and fixtures associated with the oil and gas leases as set forth below. The term “Assets” shall mean the working interests and net revenue interests set forth in Exhibit B in the oil and gas leases set forth in Exhibit A and the working interest set forth in Exhibit B in the rights, personal property and fixtures associated with the oil and gas leases as set forth below:

(a) the leasehold estates in and to the oil, gas and mineral leases described or referred to in Exhibit A (the “Leases”), assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Subject Interests,” or singularly, a “Subject Interest”);

(b) all rights incident to the Subject Interests, including, without limitation, (i) all rights with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest;

(c) to the extent assignable or transferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights and privileges directly related to or used solely in connection with the Subject Interests (“Easements”), including, without limitation, the Easements described on Exhibit A;

(d) to the extent assignable or transferable, all personal property, equipment, fixtures, inventory and improvements located on or used solely in connection with the Subject Interests and the Easements or with the production, treatment, sale, or disposal of oil, gas or other hydrocarbons (collectively, “Hydrocarbons”), byproducts or waste produced therefrom or attributable thereto, including, without limitation, all wells located on the lands covered by the Subject Interests or on lands with which the Subject Interest have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including, without limitation, the wells described in Exhibit B to the Purchase Agreement described below, wellhead equipment, pumps, pumping units, flowlines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”);

(e) to the extent assignable or transferable, all contracts, agreements and other arrangements that relate to the Subject Interests, the Leases or the Easements, including, without limitation, production sales contracts, farmout agreements, operating agreements, service agreements and similar agreements (collectively, the “Contracts”);

(f) to the extent assignable or transferable, all books, records, files, muniments of title, reports and similar documents and materials, including, without limitation, lease records, well records, and division order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents related to the Assets), contracts and contract files, and correspondence, that relate to the foregoing interests in the possession of, and maintained by, Assignor (collectively, the “Records”); and

(g) All seismic data relating to the Leases (the Seismic Data), more specifically known as the Turner Bayou 3D dataset, plus all 2D seismic lines (including all raw, processed and interpreted data and reports) and to the extent transferable, licenses to Seller’s complete data library pertaining to the Assets including but not limited to geologic, geophysical, geochemical, engineering, financial, prior drilling and production histories, legal and cultural information, reports, studies and data accumulated by Seller in the acquisition and development of the Assets

(h) NOTWITHSTANDING THE FOREGOING, the Assets shall not include, and there is excepted, reserved and excluded from the assignment contemplated hereby (collectively, the “Excluded Assets”): (i) all trade credits and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (ii) all claims and causes of action of Assignor (A) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time, (B) arising under or with respect to any of the Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (C) with respect to any of the other Excluded Assets; (iii) all rights and interests of Assignor (A) under any policy or agreement of insurance or indemnity, (B) under any bond, or (C) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (iv) all Hydrocarbons produced from or attributable to the Subject Interests with respect to all periods prior to the Effective Time, together with all proceeds from the sale of such Hydrocarbons; (v) all claims of Assignor for refunds of or loss carry forwards with respect to (A) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time, (B) income or franchise taxes, or (C) any taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement; (vi) all amounts due or payable to Assignor as adjustments to insurance premiums related to the Assets with respect to any period prior to the Effective Time; (vii) all proceeds, income or revenues (and any security or other deposits made) attributable to (A) the Assets for any period prior to the Effective Time, or (B) any other Excluded Assets; (viii) all vehicles, personal computers and associated peripherals and all radio, and telephone and other communication equipment; (ix) all of Assignor’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (x) all of Assignor’s rights and interests in geological and geophysical data which cannot be transferred without the consent of or payment to any Third Party; (xi) all documents and instruments of Assignor that may be protected by an attorney-client privilege; (xii) data and other information that cannot be disclosed or assigned to Assignee as a result of confidentiality or similar arrangements under agreements with persons unaffiliated with Assignor; (xiii) all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the other Excluded Assets; (xiv) suspense accounts related to the Assets; and (xv) all corporate, partnership, income tax and financial records of Assignor.

TO HAVE AND TO HOLD the Assets, together with all and singular the rights, privileges, contracts and appurtenances, in any way appertaining or belonging thereto, unto Assignee, its successors and assigns, forever, subject to the matters set forth herein.

ARTICLE II

Warranty of Title and Disclaimers

Section 2.01 Warranty of Title. Seller hereby agrees to warrant and defend title to the Assets unto Purchaser and its successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, subject, however, to the Permitted Encumbrances (as such term is defined in the Purchase Agreement described below) and the other matters set forth herein. In no event shall the foregoing warranty extend to or be enforceable by any party other than Purchaser, and Purchaser’s successors and assigns in all or part of the Assets.

Section 2.02 Disclaimer. ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS; (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, IT BEING THE EXPRESS INTENTION OF ASSIGNEE AND ASSIGNOR THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO ASSIGNEE, AND ASSIGNEE SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

ARTICLE III

Miscellaneous

Section 3.01 Construction. The captions in this Assignment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Assignment. Assignor and Assignee acknowledge that they have participated jointly in the negotiation and drafting of this Assignment and as such they agree that if an ambiguity or question of intent or interpretation arises hereunder, this Assignment shall not be construed more strictly against one party than another on the grounds of authorship.

Section 3.02 No Third Party Beneficiaries. Nothing in this Assignment shall provide any benefit to any Third Party or entitle any thirty party to any claim, cause of action, remedy or right of any kind, it being the intent of the parties hereto that this Assignment shall otherwise not be construed as a Third Party beneficiary contract.

Section 3.03 Assignment. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 3.04 Governing Law. This Assignment, other documents delivered pursuant hereto and the legal relations between the parties hereto shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of laws that would result in the application of the laws of another jurisdiction.

Section 3.05 Counterpart Execution. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all of such parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an original.

Section 3.06 Recording. To facilitate the recording or filing of this Assignment, the counterpart to be recorded in a given county may contain only that portion of the exhibits that describes Assets located in that county. In addition to filing this Assignment, the parties hereto shall execute and file with the appropriate authorities, whether federal, state or local, all forms or instruments required by applicable law to effectuate the conveyance contemplated hereby. Said instruments shall be deemed to contain all of the exceptions, reservations, rights, titles and privileges set forth herein as fully as though the same were set forth in each such instrument. The interests conveyed by such separate assignments are the same, and not in addition to the Assets conveyed herein.

Section 3.07 Purchase Agreement. This Assignment is subject to all of the terms and conditions of the Sale and Purchase Agreement dated May ___, 2014 by and between Assignor and Assignee (the “Agreement”).

IN WITNESS WHEREOF, this Assignment is executed by the parties on the date of their respective acknowledgments below, but shall be effective for all purposes as of the Effective Time.

	ASSIGNOR: PRYME OIL AND GAS LLC By: Name: Ryan Messer Title: President
	ASSIGNEE: WILLOW CREEK ENTERPRISES INC. By: Name: Larry L. Eastland, Ph. D. Title: Chairman

[Insert Acknowledgments]

EXHIBIT D

2014 BUDGET FOR INSTALLATION OF ARTIFICIAL LIFT SYSTEM ON THE ROSEWOOD PLANTATION 21-H WELL

Attached hereto and made a part of that certain Sale and Purchase Agreement between Pryme Oil and Gas LLC, as Seller, and Willow Creek Enterprises Inc., as Purchaser

EAGLE MOUNTAIN CORPORATION

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald Cormick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending June 30, 2015, of Eagle Mountain Corporation;

2. 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;

3. 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;

4. The registrant’s other certifying officer(s) 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:

(a) 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;

(b) 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;

(c) 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

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) 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

(b) 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.

Date: September 14, 2015	By:	/s/ Ronald Cormick
	Name:	Ronald Cormick
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

EAGLE MOUNTAIN CORPORATION

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Haley Manchester, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending June 30, 2015, of Eagle Mountain Corporation;

(b) 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.

Date: September 14, 2015	By:	/s/ Haley Manchester
	Name:	Haley Manchester
	Title:	Chief Financial Officer (Principal Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Eagle Mountain Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 14, 2015	By:	/s/ Ronald Cormick
	Name:	Ronald Cormick
	Title:	Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 14, 2015	By:	/s/ Haley Manchester
	Name:	Haley Manchester
	Title:	Chief Financial Officer (Principal Accounting Officer)

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