form10ka.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 
(Mark One)
 
þ
  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended                December 31, 2014      
 
or
 
o
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the transition period from                                to                          
 
Commission file number: 000-50140
 
Eagle Mountain Corp.
(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 Pkwy, Suite 204, Houston, Texas
77070
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number including area code : 208-342-8888
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange on which registered
NONE
  
N/A
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
Common Stock, $0.001 par value
  
 
(Title of class)
  
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  oYes þNo
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   oYes þNo
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   þYes oNo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) þYes oNo
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.   o
 
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company þ
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   oYes þNo
 
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2014 was approximately $127,907 based upon the closing price of $0.01 of the registrant’s common stock on the OTC Bulletin Board. (For purposes of determining this amount, only directors, executive officers, and 10% or greater stockholders have been deemed affiliates).
 
The number of shares of Registrant’s Common Stock outstanding as of April 15, 2015 was 39,684,495.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
NONE
 

 
 
 
Explanatory Note
 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Eagle Mountain Corporation (formerly USmart Mobile Device Inc.) for the fiscal year ended December 31, 2014 is being filed solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the original Form 10-K (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-K as filed on April 16, 2015.
 
 
Item 15.
Exhibits and Financial Statement Schedules
 
 
(a)
Documents filed as part of this Report

 
(1)
The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report

 
(2)
The financial statements listed in the Index are filed as part of this report.
 
 
(3)
List of Exhibits
 
See Index to Exhibits in paragraph (b) below.
 
The Exhibits are filed with or incorporated by reference in this report.
 
 
(b)
Exhibits required by Item 601 of Regulation S-K.
 
Exhibit No.
  
Description
     
31.1
  
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
31.2
  
Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
32.1
  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
     
32.2
  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase*
     
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase*
     
101.INS
  
XBRL Instance Document*
     
101.LAB
  
XBRL Taxonomy Extension Label Linkbase*
     
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase*
     
101.SCH
  
XBRL Taxonomy Extension Schema*
* Filed herewith
**Furnished herewith
 
 
(c)
Financial statements required by Regulation S-X which are excluded from the annual report to shareholders by Rule 14a-3(b).
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EAGLE MOUNTAIN CORPORATION
     
 
By:
/s/ Ronald Cormick
   
Ronald Cormick
   
Chief Executive Officer (Principal Executive Officer)
   
 
Dated: June 3, 2015
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Ronald Cormick
  
Chief Executive Officer and Director
  
June 3, 2015
Ronald Cormick
  
(Principal Executive Officer)
    
         
/s/ Haley Manchester
 
Chief Financial Officer
  
June 3, 2015
Haley Manchester
  
(Principal Financial and Accounting Officer)
    
         
/s/ Larry Eastland
 
Director
  
June 3, 2015
Larry Eastland
       
        June 3, 2015
/s/Ehud Amir
   Cheif Operating Officer, Director    
Ehud Amir