UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

(Mark One)

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

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

	For the transition period from __________ to __________

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

000-50140
Commission File Number

EAGLE MOUNTAIN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20333 Tomball PKY, Suite 204, Houston, Texas	77070
(Address of principal executive offices)	(Zip Code)

(281) 974-3041
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a

oSecurities ~~TRANSITION~~registered ~~REPORT~~pursuant ~~PURSUANT~~to TOSection ~~SECTION 13 OR 15~~12(dg) OFof ~~THE~~the ~~SECURITIES~~Exchange ~~EXCHANGE~~Act: ~~ACT~~Common OFStock, ~~1934~~$0.001 ~~For~~par ~~the~~value ~~transition~~Title ~~period~~of ~~from to~~class

~~Commission~~Indicate ~~file~~by ~~number:~~check ~~000~~mark if the registrant is a well-~~50140~~ known seasoned issuer, as defined in Rule 405 of the Securities Act.

~~USmart~~Yes ~~Mobile~~[ ~~Device~~] ~~Inc.~~No [X]

~~(Exact~~Indicate ~~name~~by ofcheck ~~Registrant~~mark asif ~~specified~~the ~~in its~~registrant ~~charter~~is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Delaware		16-1642709
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification Number)

Yes

[ ]

[X]

~~Room~~Indicate ~~1703,~~by ~~17/F.,~~check ~~Tower~~mark whether the registrant (1,) ~~Enterprise~~has ~~Square,~~filed 9all ~~Sheung~~reports ~~Yuet~~required ~~Road,~~to ~~Kowloon~~be ~~Bay,~~filed ~~Kowloon,~~by ~~Hong~~Section ~~Kong.~~13 or 15(~~Address~~d) of ~~principal~~the ~~executive~~Securities ~~offices)~~Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~Code~~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.

~~Registrant’s~~Yes ~~telephone~~[ ~~number~~] ~~including~~No ~~area code : 011-852-3666-9939~~[X]

~~Securities~~Indicate ~~registered~~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 ~~Section~~Rule 12405 of Regulation S-T (b)§232.405 of this chapter) during the ~~Act:~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Title~~Yes of[ ~~each~~] ~~class~~No ~~Name~~[ ~~of each exchange on which registered NONE N/A~~X]

~~Securities~~Indicate ~~registered~~by check mark if disclosure of delinquent filers pursuant to ~~Section~~Item 12405 of Regulation S-K (g)§229.405 of this chapter) is not contained herein, and will not be contained, to the ~~Act:~~best ~~Common~~of ~~Stock~~registrant’s knowledge, ~~$0.001~~in ~~par~~definitive ~~value~~proxy ~~(Title~~or information statements incorporated by reference in Part III of ~~class)~~this Form 10-K or any amendment to this Form 10-K.

~~Indicate~~Yes by[ ~~check~~] ~~mark~~No ~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes þNo~~[X]

Indicate by check mark ifwhether the registrant is ~~not~~a ~~required~~large ~~to file~~accelerated ~~reports~~filer, ~~pursuant~~an toaccelerated ~~Section~~filer, 13a non-accelerated filer, or ~~15(d)~~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. ~~oYes þNo~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ ~~whether~~] ~~the~~Accelerated ~~registrant~~filer ~~(1)~~[ ~~has~~] ~~filed all~~Non-accelerated ~~reports~~filer ~~required~~[ to] beSmaller ~~filed~~reporting bycompany ~~Section~~[X] ~~13 or 15~~(d)Do ofnot ~~the~~check ~~Securities~~if ~~Exchange~~a ~~Act~~smaller ofreporting ~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~company)~~, and (2) has been subject to such filing requirements for the past 90 days. þYes oNo~~

Indicate by check mark whether the registrant ~~has~~is ~~submitted electronically~~a ~~and~~shell ~~posted~~company on(as ~~its~~defined ~~corporate~~in ~~Website, if any, every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files.~~Act) ~~þYes oNo~~.

~~Indicate~~Yes by[ ~~check~~] ~~mark~~No 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. oX]

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of ~~the~~voting ~~registrant~~and isnon-voting ~~large~~common ~~accelerated filer,~~stock anheld ~~accelerated~~by ~~filer, a~~ non-~~accelerated~~affiliates ~~filer~~of the registrant was $855,708 orbased aon ~~smaller~~the ~~reporting~~closing ~~company~~price of $1.63 ~~See~~as ~~definitions~~reported as of ~~“large~~June ~~accelerated filer”~~30, ~~“accelerated~~2015 ~~filer”~~(the ~~and~~last ~~“smaller~~business ~~reporting~~day ~~company”~~of inthe ~~Rule~~registrant’s ~~12b-2~~most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the ~~Exchange~~registrant ~~Act~~are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

~~Large~~APPLICABLE ~~accelerated~~ONLY ~~filer~~TO oREGISTRANTS ~~Accelerated~~INVOLVED ~~filer~~IN ~~o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company þ~~BANKRUPTCY

~~Indicate~~PROCEEDINGS byDURING ~~check~~THE ~~mark~~PAST ~~whether~~5 ~~the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes þNo~~YEARS:

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting common~~issuer ~~equity~~has ~~held~~filed byall ~~non-affiliates~~documents ofand ~~the~~reports ~~registrant~~required asto ofbe ~~June~~filed ~~30,~~by ~~2014~~Section ~~was~~12, ~~approximately $127~~13,~~907~~ ~~based~~or ~~upon~~15(d) of the ~~closing~~Securities ~~price of~~Exchange ~~$0.01~~Act of ~~the~~1934 ~~registrant’s~~subsequent ~~common~~to ~~stock on~~ the ~~OTC~~distribution ~~Bulletin Board. (For purposes~~ of ~~determining~~securities ~~this~~under ~~amount,~~a ~~only~~plan ~~directors, executive~~confirmed ~~officers,~~by ~~and~~a ~~10% or greater stockholders have been deemed affiliates)~~court.

~~The~~Yes ~~number~~[ of] ~~shares~~No of[ ~~Registrant’s Common Stock outstanding as of April 15, 2015 was 39,684,495.~~]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

375,620,926 common shares outstanding as of August 31, 2016

DOCUMENTS INCORPORATED BY REFERENCE

~~NONE~~None

Table of Contents

Form 10-K Index

		PAGE
	FORWARD LOOKING STATEMENT	1
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	Principal Accounting Fees and Services	37
PART IV
Item 15.	Exhibits and Financial Statement Schedules	38
Signatures		39
Index to Consolidated Financial Statements		F-1

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Report, statements that are not statements of current or historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “plan”, “intend”, “may,” “will,” “expect,” “believe”, “could,” “anticipate,” “estimate,” or “continue” or similar expressions or other variations or comparable terminology are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable laws, the Company undertakes 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.

PART I

As used throughout this Annual Report, the terms “USMART”, “Company”, “we”, “us”, “our” or “Registrant” refer to USmart Mobile Device Inc. and its subsidiaries.

Item 1. Business

Overview

USmart Mobile Device Inc. was incorporated under the laws of the State of Delaware on September 17, 2002. The Company has been primarily engaged in the business of distribution of memory products mainly under “Samsung” brand name which principally comprised Dynamic Random Access Memory (“DRAM”), Graphic Random Access Memory (“Graphic RAM”) and Flash storage devices in the Hong Kong Special Administrative Region (“Hong Kong”) and People’s Republic of China (the “PRC” or “China”) markets formerly through its wholly owned subsidiary Atlantic Components Limited (“Atlantic”), a Hong Kong incorporated company, and through ATMD (Hong Kong) Limited (“ATMD”) after April 1, 2012. The Company, through its wholly owned subsidiary ACL International Holdings Limited (“ACL Holdings”), owns 30% equity interest in ATMD, the joint venture with Tomen Devices Corporation (“Tomen”). ATMD offers a broad range of industry-leading Samsung semiconductor products, and additional components from SAMCO (such as wifi and camera modules) and SMD (smartphone panels). Atlantic integrated around 90% of its business relating to procurement of semiconductors and electronic parts from Samsung to ATMD. Subsequent to the start of the operations of ATMD, the Company’s sales, the cost of sales and operating expenses are expected to evolve in accordance with the transition of the Company’s business as described above. Through the acquisition of Jussey Investments Limited (“Jussey”) on September 28, 2012, the Company has diversified its product portfolio and customer network, obtained design and manufacturing capabilities, and tapped into the blooming telecommunication industry with access to the 3G baseband licenses. On September 30, 2014, the Company disposed all of the equity interest held in ACL International Holdings Limited (“ACL Holdings”) to an independent third party Targa Electronics Company Limited (“Targa”). On completion of the disposal, USmart no longer holds any equity interest in ACL Holdings, and the Company will maintain sales and distribution operation of smartphones, electronic products and components in a moderate size and will also seek for acquisition of other business opportunity.

Background

USmart 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”).

After the disposal, the Company is 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”).

ACL International Holdings Limited

ACL Holdings, a holding company incorporated in Hong Kong, was wholly owned by the Company. ACL Holdings owns 100% equity interest of Atlantic, and 100% equity interest of Jussey.

Atlantic Components Limited

Atlantic, a company incorporated in Hong Kong, is indirectly wholly owned by the Company. Atlantic was established in May 1991 by Mr. Chung-Lun Yang (“Mr. Yang”), the Company’s Chairman, as a regional distributor of memory products of various manufacturers. In 1993, Samsung Electronics Hong Kong Co., Ltd. (“Samsung”) appointed Atlantic as its authorized distributor and marketer of Samsung’s memory products in Hong Kong and overseas markets. In 2001, Atlantic established a representative office in Shenzhen, China, and began concentrating its distribution and marketing efforts in Southern China.

The Company’s Samsung business was formerly conducted through Atlantic. After April 1, 2012, Atlantic integrated its business relating to procurement of semiconductors and electronic parts directly from Samsung to the joint venture, ATMD, which was finally sold in November 2013. The transition of the business integration has been completed by December 31, 2012. During the transitional period, Atlantic extended its distributor agreement with Samsung to June 30, 2012. After the distributor agreement expired, Atlantic transformed its position from Samsung memory products distributor to a general memory products distributor, and continues its business by providing various brands of memory products to its customers.

~~Aristo~~TABLE ~~Technologies~~OF ~~Limited~~CONTENTS

On March 23, 2010, the Company concluded that Aristo Technologies Limited (“Aristo”), a related company solely owned by Mr. Yang, was a variable interest entity under FASB ASC 810-10-25 and was therefore subject to consolidation with the Company beginning fiscal year 2007 under the guidance applicable to variable interest entities. Atlantic used to sell Samsung memory chips to Aristo and allows long grace periods for Aristo to repay the open accounts receivable. After the establishment of ATMD, the Company will sell different brands of memory products to Aristo. Being the Company’s biggest creditor, the Company does not require Aristo to pledge assets or enter into any agreements to bind Aristo to specific repayment terms. The Company does not experience any bad debt from Aristo. Hence, the Company does not provide any bad debt provision derived from Aristo. Although, the Company is not involved in Aristo’s daily operation, it believes that there will not be significant additional risk derived from the trading relationship and transactions with Aristo. Aristo is engaged in the marketing, selling and servicing of computer products and accessories including semiconductors, LCD products, mass storage devices, consumer electronics, computer peripherals and electronic components for different generations of computer related products. In addition to Samsung-branded products, Aristo carries various brands of products, such as Hynix, Micron, Qimonda, Lexar, Dane-Elec, Elixir, SanDisk and Winbond. Aristo also provides value-added services to its products and resells it to its customers. Aristo’s 2012 and 2011 sales were around $2 million and $14 million; it was a distributor that accommodated special requirements for specific customers.

		Page
	PART I
		4
Item 1	Business	7
Item 1A	Risk Factors	11
Item 1B	Unresolved Staff Comments	11
Item 2	Properties	11
Item 3	Legal Proceedings	11
Item 4	Mine Safety Disclosures

	PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6	Selected Financial Data	14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8	Financial Statements and Supplementary Data	17

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A	Controls and Procedures	19
Item 9B	Other Information	20

	PART III

Item 10	Directors, Executive Officers and Corporate Governance	21
Item 11	Executive Compensation	22
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13	Certain Relationships and Related Transactions, and Director Independence	26
Item 14	Principal Accounting Fees and Services	27

	PART IV

Item 15	Exhibits, Financial Statement Schedules	28

	SIGNATURES	29

Jussey Investments Limited

Jussey, a holding company incorporated in British Virgin Islands, which was wholly owned by the Company, owns 100% equity interest in eVision Telecom Limited (“eVision”), a Hong Kong incorporated company, and 80% equity interest in USmart Electronic Products Limited, a Hong Kong incorporated company, which owns 100% equity interest of Dongguan Kezheng Electronics Limited, a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the PRC (USmart Electronic Products Limited and Dongguan Kezheng Electronics Limited are together referring as “UEP” hereafter). Hence, Jussey indirectly owns 80% of Kezheng.

USmart Electronic Products Limited & Dongguan Kezheng Electronics Limited

UEP was founded in 2006 and it conducts its business through either itself or Kezheng, which has a factory located in Dongguan, PRC. UEP provides Research and Development (“R&D”) and both ODM (Original Design Manufacturing) and OEM (Original Equipment Manufacturing) services for the three “C” products – Computers, Communications and Consumer electronics devices, such as tablets, portable media players, digital photo frames, and smartphones. UEP has its own R&D and production teams. With the support from eVision, the business of which is described below, UEP is capable of providing its customers with total solutions from design to manufacturing. UEP holds its own brands – USmart and VSmart, which can be used on a broad spectrum of products including memory storage devices, visual and audio products such as digital flat screen television, DAB (Digital Audio Broadcasting) radios, digital photo frames, and other home electronic products. In 2010, UEP began its business development in the telecommunication industry, and successfully obtained the W-CDMA (Wideband Code Division Multiple Access is one of the third-generation (“3G”) wireless standards) license from Intel Mobile Communications GmbH., which offers cellular platforms for global phone makers. W-CDMA baseband is adapted by China Unicom, one of the three major telecommunication carriers in the PRC.

eVision Telecom Limited

Founded in 2011, eVision is a Hong Kong based solution house that specializes in CDMA2000 (also known as Evolution-Data Optimized or “EV-DO”) platform. CDMA2000 is one of the 3G wireless standards. This standard was adapted by China Telecom, one of the three major telecommunication carriers in China. The principal function of eVision is to provide CDMA2000 solutions to UEP. In May 2011, eVision entered into an exclusive R&D servicing agreement (the “Servicing Agreement”) with an independent third party in the PRC (the “R&D House”), a solution house that works closely with South China University of Technology and has a R&D team consisting of members with advanced academic qualifications. On behalf of eVision, the R&D House holds a CDMA2000 software license granted by VIA Telecom Co. Ltd. According to the Servicing Agreement, the R&D House provides R&D services relating to CDMA2000 technology exclusively to eVision, and eVision holds the sole and exclusive right, title and interest to and in the aforementioned license and any R&D results/products obtained or developed by the R&D House during the term of the Servicing Agreement. eVision will also hold all the intellectual property rights that are obtained or developed by the R&D House in the course of such research.

~~Key~~ITEM ~~Events~~1. BUSINESS

~~ACL~~Forward ~~Holdings~~Looking ~~and its subsidiaries disposed to Targa~~ Statements

AsThis ofAnnual ~~September~~Report 30on Form 10-K (“Annual Report”) contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, ~~2014,~~ ~~USmart~~you ~~disposed~~can ~~all~~identify ~~the~~forward-looking ~~equity~~statements ~~interest~~by ofterminology ~~ACL~~such ~~Holdings~~as ~~and~~"may," ~~its~~"should," ~~subsidiaries~~"expects," an"plans," ~~independent~~"anticipates," ~~third~~"believes," ~~party~~"estimates," ~~Targa~~"predicts," ~~Electronics Company~~"potential," ~~Limited~~or ~~(“Targa”).~~"continue" Onor ~~completion~~the negative of ~~the~~these ~~disposal,~~terms ~~USmart~~or noother ~~longer~~comparable ~~holds~~terminology. These ~~any~~statements ~~equity~~are ~~interest~~only inpredictions ~~ACL~~and ~~Holdings~~involve known and unknown risks, uncertainties and other factors, including the ~~Company~~risks ~~will~~in ~~maintain~~the ~~sales~~section ~~and~~entitled ~~distribution~~"Risk ~~operation~~Factors" any of ~~smartphones~~which may cause our or our industry’s actual results, ~~electronic~~levels ~~products~~of ~~and~~activity, ~~components~~performance inor aachievements ~~moderate size~~to ~~and~~be ~~will~~materially ~~also~~different ~~seek~~from ~~for~~any ~~acquisition~~future results, levels of ~~other~~activity, ~~business~~performance ~~opportunity~~or achievements expressed or implied by these forward-looking statements.

~~Products~~These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed in the “Risk Factors” section and elsewhere in this report. All forward-looking statements speak only as of the date of this report. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, unless required by law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties relate to, among other matters, the following:

~~The~~•prices ~~primary~~of ~~products~~crude ~~the~~oil, ~~Company’s subsidiaries~~natural ~~and~~gas ~~joint~~liquids, ~~venture distribute~~ and ~~sell~~refined ~~for the year ended December 31, 2014 are described as follows:~~products;

~~Atlantic~~•energy ~~Components~~prices ~~Limited~~generally;

In •the ~~year~~general ~~2014~~level ~~Atlantic will~~of ~~provide~~crude ~~various~~oil, ~~brand~~natural ~~memory~~gas, ~~products~~and tonatural ~~its~~gas ~~customers.~~liquids production;

~~The~~•the ~~primary~~general ~~products~~ level of demand for ~~Atlantic~~crude ~~consist~~oil, ofand ~~the~~natural ~~followings:~~gas liquids;

~~DRAM~~•the availability of supply of crude oil, natural gas liquids, and refined products for acquisition and transportation;

~~Dynamic Random~~•the ~~Access~~ability ~~Memory~~to ~~(DRAM)~~obtain isadequate asupplies ~~type~~ of ~~random-access~~products ~~memory~~if ~~that~~an ~~stores~~interruption ~~each bit of data~~ in asupply ~~separate capacitor within an integrated circuit. The capacitor can be either charged~~ or ~~discharged;~~transportation ~~these~~occurs ~~two~~and ~~states are taken to represent~~ the ~~two~~availability ~~values~~ of acapacity ~~bit,~~to ~~conventionally called~~transport 0products ~~and~~to 1.market Since capacitors leak charge, the information eventually fades unless the capacitor charge is refreshed periodically. Since the application range for DRAM is very broad, it is classified into three main categories, namely Computing DRAM, Consumer DRAM and Graphics DRAM.areas;

~~Computing DRAM~~•actions taken by foreign oil and gas producing nations;

~~Computing DRAM~~•the ispolitical ~~widely~~and ~~used~~economic ~~memory~~stability ~~component~~of inforeign ~~servers~~oil and ~~personal~~gas ~~computers~~producing ~~(PC) such as desktops and notebooks.~~nations;

~~Consumer DRAM~~•political and economic risks of operating in foreign nations;

~~Consumer DRAM is~~ •the ~~widely~~availability used memory components in consumer products such as Set-Top Boxes (STB), Digital TVs, High Definition TVs (HDTV), Digital Still Cameras (DSC), Video Cameras, Digital Single-Lens Reflex (DSLR) Cameras, Navigation devices (such as Global Positioning System (GPS), GLONASS and ~~Galileo),~~price ~~and~~of asmarketable ~~well~~fuels asunder ~~the~~our ~~automotive~~initial ~~industry.~~contracts;

~~Graphics DRAM~~•governmental regulation and taxation;

~~Graphics DRAM~~•inability ~~is a special purpose Double Data Rate (DDR) DRAM that is used in graphics-intensive products which require high-speed 3-dimensional calculation performance and a large memory size~~ to beattract ~~used as data storage buffer, such as for DVD~~ and ~~computer~~retain ~~game~~key ~~displays.~~personnel;

~~Currently,~~ •the ~~Computing~~ability ~~and~~to ~~Consumer~~renew ~~DRAM~~contracts ~~markets~~with ~~have~~key ~~been~~customers ~~dominated by DDR3. The Synchronous Dynamic Random Access Memory (SDRAM), DDR~~ and ~~DDR2~~enter ~~are~~into ~~nearly~~additional ~~fading~~contracts ~~out~~with innew ~~the market. The Graphics DRAM market has been dominated by GDDR3 and GDDR5. The GDDR 2 is nearly fading out in the market.~~customers;

~~NAND~~•the ~~Flash~~nonpayment or nonperformance by our counterparties;

~~NAND Flash memory is a specialized type of memory component used to store user data and program code; it retains this information even when~~ •the ~~power~~availability ~~is off. Although NAND Flash is predominantly used in mobile phones~~ and ~~tablets,~~cost itof iscapital also commonly used in multimedia digital storage applications for products such as MP3 players, DSC, Digital Voice Recorders, USB Disks, Flash memory cards, solid-state drives (SSD), etc. Flash cards such as the micro SD cards, SD cards, and CFour ~~cards~~ability ~~are~~to ~~widely~~access ~~used~~certain ~~for~~capital ~~digital cameras, mobile phones, portable game consoles, MP3 players, etc.~~sources;

•a deterioration of the credit and capital markets;

•the ability to successfully identify and consummate strategic acquisitions, and integrate acquired assets and businesses;

•changes in applicable laws and regulations, including tax, environmental, transportation and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the impact of such laws and regulations (now existing or in the future) on our business operations;

•our inability to obtain additional financing necessary to fund our operations and capital expenditures and to meet our other obligations;

•our financial position;

•our cash flows and liquidity;

•plans, objectives, expectations and intentions contained in this report that are not historical;

•and other factors contained in Item 1A – Risk Factors

The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this Annual Report, the terms "we," "us," “Company,” "our" and "Eagle Mountain" mean Eagle Mountain Corporation, unless otherwise indicated.

~~LCD~~Corporate ~~Panel~~Information

~~LCD~~The ~~panel is~~address aof ~~major~~our ~~component~~principal inexecutive ~~visual~~office ~~consumer~~is ~~electronics~~20333 ~~products~~Tomball ~~such~~PKY, asSuite ~~LCD TVs~~204, ~~tablets~~Houston, ~~smartphones,~~Texas ~~notebooks,~~77070. ~~digital~~Our ~~phone~~telephone ~~frames, portable~~number ~~game~~is ~~consoles,~~(281) ~~etc~~974-3041. Our website is http:// www.eaglemtc.com

~~USmart~~Our ~~Electronic~~common ~~Products~~stock ~~Limited, Dongguan~~is ~~Kezheng~~quoted ~~Electronics~~on ~~Limited~~the &OTCMarkets ~~eVision~~under ~~Telecom~~the ~~Limited~~symbol "EMTC".

The ~~primary~~Company ~~products~~ 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 ~~USmart~~disposal since March 31, 2014 and ~~eVision~~officially ~~consist~~disposed on September 30, 2014, the Company disposed all of the ~~followings:~~equity interest held in ACL International Holdings Limited (“ACL Holdings”).

~~Research~~After ~~& Development~~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”).

~~USmart primary~~ On ~~focus~~April 24, 2015, the Company amended its ~~R&D~~Certificate of Incorporation to change its corporate name to Eagle Mountain Corporation. Subsequently, on ~~providing~~June ~~smartphone~~5, ~~solution~~2015 the ~~under~~Company and Eagle Mountain Ltd., a Belize corporation (the ~~Intel~~“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 3GBoard ~~baseband~~of ~~license~~Directors, ~~whereas~~and ~~eVision~~the ~~focus~~Company’s ~~on providing~~Chief ~~smartphone~~Operating ~~solution~~Officer, ~~under~~is the ~~VIA~~CEO of Assignor. Mr. Amir is also a co-founder of Texas Shale Oil Inc., a wholly owned subsidiary of the Company’s 3G85.39% ~~baseband~~controlled ~~license~~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.

~~Manufacturing~~As ~~Services~~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.

~~OEM~~On ~~(Original Equipment~~July ~~Manufacturing)~~17, ~~services~~2015 ~~where~~the ~~USmart~~Company ~~manufactures~~filed ~~products~~a orCertificate ~~components~~of Amendment with the Secretary of State of the State of Delaware to ~~its~~effect ~~customers~~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 ~~sell~~500,000,000 ~~under~~shares ~~its~~and ~~customers~~every eighteen shares of the Company’ ~~brand~~s ~~name~~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. ~~USmart~~The ~~has~~reverse ~~provided~~stock ~~OEM~~split ~~services~~was applied ~~for~~to ~~various~~all ~~electronic~~shares ~~products~~of ~~such~~the asCompany’s ~~computer~~common ~~and~~stock ~~peripherals~~outstanding immediately prior to July 17, ~~flash~~2015, ~~storage~~as ~~devices~~well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, ~~smartphones~~ ~~and~~the ~~home~~reverse ~~electronic~~stock ~~products~~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 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.

~~ODM~~The ~~(Original Design~~aforementioned ~~Manufacturing)~~Assumption ~~services~~Agreement ~~where~~resulted ~~USmart~~in ~~designs~~a change of control in the Company under the terms of the certificates of designation for each of the Series B, C and ~~manufactures~~D preferred stock, each series automatically converted into shares of the Company’s common stock upon the amendment to the Company’s certificate of incorporation becoming effective as set out above. As a ~~product~~result, ~~which~~the isholders ~~specified~~of 638,509 shares of Class D and ~~eventually~~2,050,000 ~~branded~~shares byof ~~another firm~~Class ~~for~~C ~~sale~~preferred stock, converted those shares into 268,850,900 shares of our common stock effective July 17, 2015. These ~~USmart~~shares ~~has~~were ~~provided~~issued ~~ODM~~on ~~services~~August ~~for~~24, ~~various~~2015. ~~electronic~~The ~~products~~holder ~~such~~of as8,000,000 ~~computer~~shares ~~and~~of ~~peripherals~~Class B preferred stock surrendered 40,000,000 ~~flash~~shares ~~storage devices~~of common stock upon conversion, ~~smartphones~~which ~~and~~shares ~~home~~were ~~electronic~~exchanged ~~products~~for 8,000,000 shares of Series E preferred stock.

~~Industry~~Other ~~Background~~than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

~~Memory~~Eagle ~~products~~Mountain ~~are integral~~has toan a85.39% ~~wide~~controlled ~~variety~~subsidiary, Shale ofOil ~~consumer~~International ~~and~~Inc. ~~industrial~~(OTC: ~~applications~~PINK-SHLE), ~~including:~~and ~~personal~~its ~~computer~~100% ~~systems~~owned subsidiary, ~~workstations~~Texas Shale Oil Inc. which subsidiaries hold the majority of the Company’s assets consisting of a strategic oil and ~~servers,~~ gas model covering several square miles of prospective oil and ~~handheld~~gas ~~devices~~development ~~such~~acres asin ~~notebooks~~Louisiana, ~~netbooks,~~Texas ~~tablets~~and Mexico, ~~smartphones~~related geophysical, ~~e-Readers~~geological, ~~etc~~engineering and geochemical data and options to participate in certain pipeline and integrated energy projects. During AFebruary ~~market~~2016 ~~trend~~we ofincorporated ~~increasingly~~American ~~high-throughput applications~~Mining ~~(including~~and ~~data~~Metals ~~processing~~Inc. ~~applications~~ownership, ~~mobile~~management ~~applications,~~and ~~digital~~origination ~~consumer~~of ~~electronics,~~EMTC’s ~~graphics~~mining ~~applications, etc)~~projects isand ~~creating~~joint ~~demand~~ventures ~~for~~of ~~high~~mineral ~~performance~~businesses ~~memory~~in ~~products~~the US and internationally. We Athave ~~present,~~not ~~NAND~~yet ~~Flash,~~commenced ~~DDR2~~operations ~~DRAM,~~in ~~DDR3~~American ~~DRAM~~Mining and ~~GDDR5~~Metals ~~DRAM~~Inc. ~~are~~We do not plan to monetize any of the ~~dominant~~ ~~memory~~assets ~~products~~acquire ~~used~~as ~~with~~part ~~high-throughput~~of ~~applications~~the Assignment and ~~Samsung~~Assumption isagreement in the ~~world’s~~current ~~largest~~fiscal ~~developer~~year ~~and~~ended ~~manufacturer of~~December ~~these~~31, ~~memory~~2016 ~~products~~due to current commodity prices.

~~Our~~Current ~~Strategy~~Business

~~For~~Our ~~the~~business ~~memory~~plan ~~products business,~~is ~~the~~to ~~Company~~become ~~intends~~an ~~to,~~international ~~through~~originator ~~operation~~for oflarge-scale ~~USmart~~Oil and ~~eVision~~Gas, ~~continue~~other toNatural ~~provide~~Resources, ~~its~~and ~~customers~~Infrastructure ~~with~~projects aincluding ~~reliable~~EPC ~~source of~~(Engineering, ~~memory~~Procurement ~~products~~and Construction) consortiums and strategic partnerships. ~~For~~Our ~~the~~projects ~~R&D~~currently ~~and~~under ~~manufacturing~~negotiation ~~businesses~~include upstream, ~~the~~midstream, ~~Company~~and ~~intends~~downstream tooil ~~focus~~and ongas ~~research~~assets as well as mining and infrastructure development ~~and manufacturing~~deals. We ofintend ~~smartphone~~to ~~and~~emphasize ~~other~~value ~~mobile~~over ~~device~~volume ~~products~~in our projects, meaning having a high-value portfolio for upstream/midstream/downstream oil & gas as well as natural resources projects, investing only where the Company’s management can apply our unique set of capabilities.

~~The~~Presently ~~Company~~we ~~intends to~~hold ~~implement~~a ~~the~~controlling ~~strategies~~interest byin 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.

·The ~~Leverage~~majority ~~network~~of toour ~~become~~operations during fiscal 2015 since a ~~leading~~restructure ~~smartphone~~in ~~solution~~June ~~provider;~~2015 were focused on negotiating initial contracts for operation and financing of a project where under we would source, purchase and transport oil, gas and other products into foreign markets.

·In ~~Capitalize~~January on2016, ~~rapid~~we ~~migration~~announced the signing of ~~manufacturers~~a formal Heads of Agreement to ~~China~~pursue mutually beneficial management and ~~companies~~financing ~~seeking~~projects toin ~~expand~~the ~~their~~oil, ~~international~~gas ~~market~~and ~~coverage;~~natural resources industries with Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”).

· Further consolidate leadership position by carrying best-in-class products from highly reputable brands and providing superior customer service;

· Maintain optimal product mix with diversified lifecycles to maximize sales as new and groundbreaking technology is introduced; and

· Provide “Total Memory Solutions” for computer, consumer electronic appliances and communications devices manufacturers.

Competitive Strengths

The Company believes there are several key factors that will continue to differentiate us from its competitors in Hong Kong and PRC:

· There are currently five types of 3G wireless standards in the telecommunication industry. Three of them are adapted in China by the major mobile network carriers, China Unicom, China Telecom and China Mobile. The Company, through USmart and eVision, has access to two of the three 3G wireless standards, namely, WCDMA and CDMA2000 for its smartphones development.

·Under ~~eVision~~the ~~has~~terms aof ~~strong R&D team specializing in~~ the ~~WCDA mobile network~~agreement, ~~while~~for ~~exclusively~~the ~~appointed~~initial annaphtha ~~R&D~~trading ~~House~~project, ~~specializing~~Eagle inMountain ~~CDMA2000~~will ~~mobile~~provide ~~network~~sourcing, ~~that~~purchasing ~~works~~and ~~closely~~management ~~with~~of ~~South~~transportation ~~China~~logistics ~~University~~for ofthe ~~Technology.~~oil, ~~This~~gas, ~~R&D~~and ~~House~~refined ~~has~~products ato ~~R&D~~be ~~team~~delivered ~~consisting~~and ofsold ~~members~~into ~~with~~the ~~advanced~~Chinese ~~academic qualifications~~market.

·SPPCL ~~The~~is ~~Company~~an ~~has~~international aoil ~~very~~and ~~close~~gas ~~business~~trading ~~relationship with ATMD~~ and ~~Tomen~~development company, ~~the~~globally ~~majority~~engaged ~~shareholder~~in ~~of ATMD. The Company believes this has~~ a ~~competitive~~wide ~~advantage~~range ~~over~~of ~~its~~businesses ~~competitors~~ in ~~Greater China region. As~~ the ~~world’s~~oil ~~largest memory products manufacturer~~industry, ~~Samsung’s~~with ~~memory~~extensive ~~products~~partnerships ~~are~~with ~~competitively~~many ~~priced~~State-owned ~~and have an established reputation for product quality and brand name recognition in the retail and PC/Server OEM & Consumer Electronic segments~~companies. ~~ATMD,~~The ascompany ~~one~~has oforganized ~~the~~consortiums ~~largest distributors of Samsung’s memory products~~ for ~~Hong~~multiple ~~Kong~~international ~~and~~projects ~~Southern China markets, is expected to be~~ in athe ~~highly competitive position compared to other U.S.~~oil, ~~European~~gas, ~~Japanese~~petrochemical and ~~Taiwanese~~mining ~~memory products manufacturers and distributors~~industries.

Further in April of 2016 we announced a Joint-Venture Agreement between SPPCL and Eagle Mountain for oil, gas and petroleum products trading as well as an initial purchase order to purchase light naphtha through the established Joint Venture Company. The contract calls for Eagle Mountain to source and negotiate the purchase and delivery of approximately 300,000 metric tonnes of light naphtha per month for five years. At the time of the origination of the purchase order, light naphtha has been in the range of $330 to $380/tonne FOB U.S. Gulf Coast.

A subsidiary of Eagle Mountain based in Hong Kong to be formed will be joint-ventured 40/60 with a Hong-Kong subsidiary of Shandong Pusheng where the Irrevocable Documentary Letter of Credit (DLC) is established and ready to proceed with the first purchase during the early fall of 2016. Eagle Mountain is responsible for arranging the purchase and delivery of the naphtha. Shandong Pusheng is responsible for sale of the naphtha into the Southeast Asian markets, in cooperation with China’s state enterprises.

The Company will initially focus on this joint venture opportunity prior to development of its existing oil and gas and infrastructure development opportunities.

Markets and Customers

The revenues which we hope to generate by our initial operations are highly dependent upon the prices of, and supply and demand for, oil, gas, naphtha and other hydrocarbons, as well as our ability to source these resources. The price we purchase at and/or receive for oil, gas and naphtha sales depends on numerous factors beyond our control, including seasonality, the condition of the domestic and global economies, particularly in the manufacturing sectors, political conditions in other oil producing countries, the extent of domestic and global production and imports of oil, the proximity and capacity of pipelines and other transportation facilities, supply and demand for oil, the marketing of competitive fuels and the effects of federal, state and local regulation, as well as regulation in the countries in which we intend to commence operations. The oil and gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.

As of December 31, 2015 we have not yet made any purchases or sales of hydrocarbons.

Competition

The ~~memory~~oil ~~products~~ and gas industry inand ~~Hong~~the ~~Kong~~natural resource industry are highly competitive, and ~~Southern~~we ~~China~~may ~~markets~~compete isfor ~~very~~personnel, ~~competitive~~prospective properties, producing properties and services with a substantial number of other companies that have greater resources. ~~The~~In ~~Company~~our ~~competes~~planned joint venture operations, we will compete with larger and more experienced corporations in the sourcing of oil, gas and refined products, and the logistics related to transportation and delivery. Many of these companies explore for, produce and market oil and gas and other ~~memory~~natural resources directly, carry on refining operations and market the end products ~~traders~~on a worldwide basis. We also face competition from alternative fuel sources, ~~consumer~~ ~~electronics~~including ~~manufacturers~~coal, heating oil, imported LNG, nuclear and ~~smartphone~~other ~~research~~nonrenewable fuel sources, and ~~development~~renewable ~~solution~~fuel ~~houses~~sources such as wind, ~~many~~solar, ofgeothermal, ~~which~~hydropower ~~have~~and biomass. Competitive conditions may also be substantially ~~greater financial~~affected by various forms of energy legislation and/or regulation considered from time-to-time by the United States government and other international regulations. It is not possible to predict whether such legislation or regulation may ultimately be adopted or its precise effects upon our future operations. Such laws and regulations may, ~~technical~~however, ~~marketing~~substantially increase the costs of for acquiring, ~~distribution~~developing ~~channels~~or ~~and~~producing oil, gas or other natural resources and may prevent or delay the commencement or continuation of our operations.

Memory products, such as NAND flash, compete on the basis of product availability, price and customer service. We believe that we compete effectively with respect to each of these competitive factors. Price competition is significant and is expected to continue. Since we have been in the industry for over 20 years, we have maintained good connections with other distributors and memory products manufacturers on sourcing the requested products for our customers. In order to distinct from the other competitors, we have maintained high quality customer service and employed a team of field application engineers to ensure the products we sourced are authentic and reduce the risk of malfunctioning on our customer’s products. The Company’s principal competitors also include the other non-exclusive distributors of Samsung memory products in the Hong Kong and Southern China markets.Regulation

The ~~smartphones~~oil and gas industry in the ~~China~~Globally ~~market~~and isin ~~also~~the ~~highly~~United ~~competitive~~is ~~and~~subject ~~has~~to ~~been~~extensive ~~characterized~~regulation by ~~price~~various ~~competition~~levels of government authorities in each respective jurisdiction. In each operating location, ~~manufacturing~~rules, ~~capacity~~regulations ~~constraints~~ and ~~product~~procedures ~~availability~~apply, ~~constraints~~including those issued at ~~various~~the ~~times.~~state, provincial and national government level. There are ~~currently~~various ~~five~~agencies ~~types~~and ofcommissions 3Gwhich ~~wireless~~regulate ~~standards~~exploration, inproduction ~~the~~and ~~telecommunication industry.~~midstream ~~Three~~activities ofas ~~them~~well ~~are~~as ~~adopted~~transportation inand ~~China~~environmental byconcerns. ~~the~~These ~~major~~authorities ~~mobile~~have ~~network~~various ~~carriers~~permitting, ~~China~~licensing ~~Unicom,~~and ~~China~~bonding ~~Telecom~~requirements which may be applicable to our current and ~~China~~future ~~Mobile~~operations. ~~Currently,~~ ~~the~~Various ~~Company~~remedies ~~has~~are ~~access~~available tofor ~~two~~enforcement of ~~the~~these ~~three~~rules, 3Gregulations ~~wireless~~and ~~standards,~~procedures ~~namely~~in each jurisdiction, ~~WCDMA~~including ~~and~~fines, ~~CDMA2000~~penalties, ~~from~~revocation ~~Intel~~of permits and ~~VIA~~licenses, ~~respectively for~~and ~~its~~reporting ~~smartphones development~~requirements. While ~~Intel~~our ~~and~~initial ~~VIA~~operations ~~may~~will atrely ~~its~~on ~~sole~~third ~~discretion~~party ~~increase~~service ~~the~~providers ~~number~~that ofare ~~licensees~~established global operators in ~~China~~our industry, ~~which~~we ~~would result~~cannot inbe anassured ~~increased~~we ~~competition~~will not incur liability for ~~the~~fines, ~~Company.~~penalties ~~The~~or ~~Company’s~~other ~~principal~~remedies ~~competitors~~that are ~~other~~available ~~smartphone~~to ~~solution~~these national, state and local authorities. However, we believe that joint venture partners, suppliers and service providers ~~such~~ asare ~~Cellon~~in material compliance with national, ~~Coolpal~~state and local rules, regulations and ~~SIMCOM~~procedures, and that continued substantial compliance with existing requirements will not have a material adverse effect on our financial position, cash flows or results of operations.

~~Seasonality~~Risk relating to China

~~The~~Our ~~memory~~initial ~~products industry~~joint-venture ~~and~~for ~~smartphones~~oil, ~~industry~~gas ~~are~~and ~~increasingly~~petroleum ~~characterized~~products bytrading ~~seasonality~~will ~~and~~be ~~wide~~established ~~fluctuations~~ in ~~supply~~China and ~~demand.~~our ~~Since a~~initial ~~significant~~revenue ~~portion~~will ofbe ~~our~~primarily ~~revenue~~derived is from ~~consumer~~these ~~markets~~operations. Accordingly, our ~~business~~financial ~~may~~condition beand results of operations are subject to ~~seasonally~~a ~~lower~~significant ~~revenues~~degree into ~~certain quarters~~economic, ofpolitical ~~our~~and ~~fiscal~~legal ~~year~~developments in China. ~~The~~Political ~~industry~~and ~~has~~economic ~~also~~policies ~~been~~in ~~impacted~~China bycould ~~significant~~affect ~~shifts~~our business in ~~consumer~~unpredictable ~~demand~~ways. ~~due~~We tohave ~~economic~~not ~~downturns or~~yet ~~other~~assessed ~~factors,~~the ~~which~~possible ~~may~~impact ~~result~~of ina ~~diminished~~wide ~~product~~number ~~demand~~of ~~and~~risks ~~production~~to ~~over-capacity.~~our Ininitial ~~recent~~operations ~~periods,~~as ~~weakness~~a inresult ~~the general~~of ~~economic~~operating ~~condition~~in ~~has~~China ~~had~~and awe ~~more~~cannot ~~significant~~predict ~~impact~~whether onchanges ~~our~~to ~~results~~China's ~~than seasonality~~political, economic and ~~has~~social ~~made~~conditions, itlaws, ~~difficult~~regulations toand ~~assess the~~policies ~~impact~~will ofhave ~~seasonal~~any ~~factors~~adverse effect on our current or future business or operational results.

Suppliers

In the year 2014, Tomen was our supplier for Samsung memory products provided to Atlantic, and we also had various other PRC and HK suppliers for the general memory products and the other electronic parts for the manufacturing of smartphones.

Customers

As of April 15, 2015, the Company has no customers in Hong Kong and Southern China. In order to control the Company’s credit risks, the Company does not offer any credit terms to its customers. other than a small number of clients who have long-established business relationships with the Company.

Government Regulation

As of December 31, 2014, the Company’s business operations were not subject to the regulations of any jurisdiction other than Hong Kong SAR and the PRC. The Company executes its sales contracts and delivers its products in Hong Kong and PRC for its Chinese customers and there have been no restrictions imposed on the Company by the PRC authorities with respect to the Company’s pursuit of business growth and opportunities in China.

Employees

As of December 31, ~~2014~~ 2015, ~~the~~we ~~Company~~ had aone ~~total of 5 full time employees in Hong Kong and PRC~~employee. Additionally, ~~including~~our 2officers ~~employees in sales~~ and ~~marketing,~~directors 2provide ~~employees in~~services ~~administration~~under ~~and~~independent ~~accounts,~~consulting ~~1employee in engineering and quality control~~contracts. ~~None of the Company employees are represented by labor unions. The Company has never experienced any work stoppage and believes that our employee relations are favorable.~~

~~The~~Available Company’s primary hiring sources for its employees include referrals from existing employees, print and internet advertising and direct recruiting. All of the Company’s employees are highly skilled and educated and subject to rigorous recruiting standards appropriate for a company involved in the distribution of brand name memory products. The Company attracts talent from numerous sources, including higher learning institutions, colleges and industry. Competition for these employees is intense. The Company believes its relationship with its employees to be good. However, the Company’s ability to achieve its financial and operational objectives depends in large part upon its continuing ability to attract, integrate, retain and motivate highly qualified personnel, and upon the continued service of its senior management and key personnel, especially Mr. Ben Wong.Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other documents with the SEC under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including Approach, that file electronically with the SEC. The public can obtain any document we file with the SEC at www.sec.gov. Information contained on or connected to our website is not incorporated by reference into this Form 10-K and should not be considered part of this report or any other filing that we make with the SEC.

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this report before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition and results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only ones we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition and results of operations. Our risk factors relative to our initial area of operations are focused on our current plan of operations and may not include other material risks we will experience when and if we expand our operations.

Our business depends on the availability of supply of crude oil, natural gas liquids, and refined products for purchase in international markets which is dependent on the ability and willingness of other parties to explore for and produce crude oil and natural gas. Spending on crude oil and natural gas exploration and production may be adversely affected by industry and financial market conditions that are beyond our control including, without limitation, (1) prices for crude oil, condensate, and natural gas liquids, (2) crude oil and natural gas producers having success in their operations, (3) continued commercially viable areas in which to explore and produce crude oil and natural gas, (4) the availability of liquids-rich natural gas needed to produce natural gas liquids, and (5) the availability of transportation and storage capacity.

Our business depends on global spending by the oil and natural gas industry, and this spending and our future business may be adversely affected by industry and financial market conditions and existing or new regulations, such as those related to environmental matters, that are beyond our control.

We depend on the ability and willingness of other entities to make operating and capital expenditures to explore for, develop, and produce crude oil and natural gas globally, and to extract natural gas liquids from natural gas as well as the availability of necessary pipeline transportation and storage capacity to bring products to market. Customers’ expectations of lower market prices for crude oil and natural gas, as well as the availability of capital for operating and capital expenditures, may cause them to curtail spending, thereby reducing business opportunities and demand for our services and equipment. Actual market conditions and producers’ expectations of market conditions for crude oil, condensate and natural gas liquids may also cause producers to curtail spending, thereby reducing business opportunities and demand for our services.

Industry conditions are influenced by numerous factors over which we have no control, such as the availability of commercially viable geographic areas in which to explore and produce crude oil and natural gas, the availability of liquids-rich natural gas needed to produce natural gas liquids, the supply of and demand for crude oil and natural gas, environmental restrictions on the exploration and production of crude oil and natural gas, such as existing and proposed regulation of hydraulic fracturing, domestic and worldwide economic conditions, political instability in crude oil and natural gas producing countries and merger and divestiture activity among our current or potential customers. The volatility of the oil and natural gas industry and the resulting impact on exploration and production activity could adversely impact the level of drilling activity. This reduction may cause a decline in business opportunities or the demand for our services, or adversely affect the price of our services. Reduced discovery rates of new crude oil and natural gas reserves in our market areas also may have a negative long-term impact on our business, even in an environment of stronger crude oil and natural gas prices, to the extent existing production is not replaced.

The crude oil and natural gas production industry tends to run in cycles and may, at any time, cycle into a downturn; if that occurs, the rate at which it returns to former levels, if ever, will be uncertain. Prior adverse changes in the global economic environment and capital markets and declines in prices for crude oil and natural gas have caused many customers to reduce capital budgets for future periods and have caused decreased demand for crude oil and natural gas. Limitations on the availability of capital, or higher costs of capital, for financing expenditures have caused and may continue to cause customers to make additional reductions to capital budgets in the future even if commodity prices increase from current levels. These cuts in spending may curtail drilling programs and other discretionary spending, which could result in a reduction in business opportunities and demand for our services, the rates we can charge and our utilization. In addition, certain of our customers could become unable to pay their suppliers, including us. Any of these conditions or events could materially and adversely affect our consolidated results of operations.

Competition in the oil and gas industry is intense, and most of our competitors have resources that are greater than ours.

We operate in a highly competitive environment for sourcing, marketing and transporting oil, gas, liquids and refined products. Most of our competitors are major state owned and large independent oil and gas or commodity marketing companies that have financial, technical and personnel resources substantially greater than ours. Those companies may be able to more easily source supply and delivery of commodities and have opportunities our lack of financial or personnel resources restrict. Our ability to develop and operate our current projects, and acquire additional contracts and projects in the future will depend on our ability to hire and retain qualified personnel and consummate transactions and in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and gas industry. We may not be able to compete successfully in the future in attracting and retaining qualified personnel, securing contracts, marketing oil, gas and refined products and raising additional capital.

Declining oil and natural gas prices could adversely impact our results of operations

Oil, gas and liquids prices experienced a sharp decline during the second half of calendar year 2014. During calendar year 2015, prices remained low and trended down during the second half of the year and into the first quarter of calendar year 2016. The sharp decline in crude oil, gas and liquids prices has reduced the incentive for producers to expand production. If prices remain low, resultant declines in production could adversely impact volumes available for sourcing, purchase and delivery under our initial contracts with our joint venture partner.

Our profitability could be negatively impacted by price and logistical issues out of our control as we source supply for our customer(s)

Souring, purchase, resale and transportation of crude oil, liquids, and refined products are “margin-based” businesses in which our realized margins will depend on the differential of sales prices over our total supply costs. Our profitability will therefore be sensitive to changes in product prices caused by changes in supply, transportation, storage capacity or other market conditions.

We will attempt to obtain a certain margin of profitability for our sourced purchases. However, market, weather or other conditions beyond our control may disrupt our expected supply of product, and we may be required to obtain supply at increased prices that cannot be passed through to our customers. In general, product supply contracts permit suppliers to charge posted prices at the time of delivery or the current prices established at major storage points, creating the potential for sudden and drastic price fluctuations. Sudden and extended wholesale price increases could reduce our margins and could, if continued over an extended period of time, reduce demand by our end customers.

We will seek to mitigate this risk by entering into supply contracts but this may not mitigate our associated commodity price risk.

Our business would be adversely affected if our method of transport is interrupted.

In our initial naphtha transaction, we are completing a CIF contract in which delivery of product is the responsibility of the seller. However, we anticipate FOB contracts in which we use third-party transport services for product sourced under our supply agreements and we may use third-party facilities to store our products. Any significant interruption in the service by any third party transport company and/or to storage facilities would adversely affect our ability to obtain products from our suppliers or deliver products to our customers.

~~Item~~If ~~1A.~~we ~~Risk~~are ~~Factors~~unable to purchase product from our principal suppliers, our results of operations would be adversely affected.

WeIf ~~are~~we ~~subject to a number of risks. Some of these risks~~ are ~~endemic~~unable to ~~the~~purchase ~~high-technology~~product ~~and~~from ~~semiconductor~~significant ~~industry~~suppliers, ~~and~~our ~~are~~failure ~~the same or similar~~ to ~~those~~obtain ~~disclosed~~alternate insources ~~our previous SEC filings. This section should be read in conjunction with the consolidated financial statements and the accompanying notes thereto, and “Management’s Discussion and Analysis~~ of ~~Financial~~supply ~~Condition~~at ~~and~~competitive ~~Results~~prices ~~of Operations” included in this Annual Report. The risks~~ and ~~uncertainties~~on ~~set~~a ~~out~~timely ~~below~~basis ~~are~~would ~~not~~adversely ~~the~~affect ~~only~~our ~~risks~~ability ~~and~~to ~~uncertainties we~~satisfy ~~face.~~customer ~~Our~~demand, ~~business~~reduce ~~could be harmed by any of these risks. The trading price of~~ our ~~common~~revenues ~~stock could decline due to any of these risks~~ and ~~investors~~adversely ~~may~~affect ~~lose~~our ~~all~~consolidated orresults ~~part~~ of ~~their investment~~operations. The information included in this Annual Report is provided as of the filing date with the SEC and future events or circumstances could differ significantly from the forward-looking statements included herein.

~~Risks~~The ~~Related~~fees charged to ~~Our~~customers ~~Business~~under our agreements with them for the supply, transportation and marketing of crude oil, condensate, natural gas liquids and other refined products may not escalate sufficiently to cover increases in costs and this would affect our profitability.

Our ~~independent~~costs ~~auditor~~may ~~has~~increase ~~issued~~at a ~~going~~ ~~concern~~rate ~~opinion~~greater ~~after~~than ~~auditing~~the ~~our~~rate ~~financial~~that ~~statements;~~the ~~our~~fees ~~ability~~that we charge to ~~continue~~customers isincrease ~~dependent~~pursuant onto our ~~ability~~contracts towith ~~raise~~them. ~~additional capital~~Additionally, ~~and~~some ~~our~~customers’ ~~operations~~obligations ~~could~~under their agreements with us may be permanently or temporarily reduced upon the occurrence of certain events, some of which are beyond our control, including force majeure events wherein the supply of crude oil, condensate, and/or natural gas liquids are curtailed ifor wecut off. Force majeure events include (but are ~~unable~~not limited to) ~~obtain~~revolutions, ~~required~~wars, ~~additional~~acts ~~funding~~of ~~when~~enemies, ~~needed~~embargoes, import or export restrictions, strikes, lockouts, fires, storms, floods, acts of God, explosions, mechanical or physical failures of our equipment or facilities of our customers. If the escalation of fees is insufficient to cover increased costs or if any customer suspends or terminates its contracts with us, our profitability could be materially and adversely affected.

AsOur ofindustry December 31, 2014, the Company has total current assets of $128 and current liabilities of $448,055. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company is ~~attempting~~subject to ~~address~~federal, ~~its lack of liquidity by raising additional funds~~state, ~~either~~provincial inand ~~the~~local ~~form~~laws ofand ~~debt~~regulations ~~or equity or some combination thereof. Any additional equity financing may involve substantial dilution to our then existing shareholders. We currently have no agreements or arrangements~~ with respect to ~~any~~environmental, ~~such~~safety ~~financing~~ and ~~there~~other ~~can~~regulatory bematters noand ~~assurance that any needed funds will be available to us on acceptable terms or at all. Our failure to raise additional funds in~~ the ~~future~~cost ~~will~~of ~~adversely~~compliance ~~affect our business operations~~with, ~~and~~violation ~~may~~of ~~require~~or usliabilities ~~to suspend our operations. After auditing our financial statements~~under, ~~our~~such ~~independent~~laws ~~auditor issued a going concern opinion~~ and ~~our~~regulations ~~ability~~could toadversely ~~continue~~affect ~~is dependent on~~ our ~~ability to raise additional capital~~profitability. ~~If we are unable to maintain our current level of working capital, we will likely to face more difficulty in business operation.~~

IfOur planned operations involving the ~~growth~~sourcing, ~~rate~~purchase and supply of ~~either~~crude ~~memory~~ oil, condensate, natural gas liquids, and refined products, orare ~~other~~subject ~~components~~to ~~sold~~stringent orfederal, state, provincial and local laws and regulations relating to the ~~amount~~protection of ~~memory~~natural resources and the environment, health and safety, waste management, and transportation and disposal of such products and materials. Our suppliers carry similar risks of leakage and sudden or ~~components~~accidental ~~used~~spills of crude oil, natural gas liquids, and hydrocarbons. Liability under, or violation of, environmental laws and regulations could result in, ~~each~~among ~~application~~other ~~decreases~~things, ~~sales~~the impairment or cancellation of operations, injunctions, fines and penalties, reputational damage, expenditures for remediation and liability for natural resource damages, property damage and personal injuries, all of which may impact our ~~products could~~results ~~decrease.~~of operations.

~~The~~We ~~Company~~expect isto ~~dependent on~~contract ~~the~~with ~~computer~~third ~~and~~parties ~~consumer~~for ~~electronics~~various ~~market~~modes ~~as many~~ of ~~the~~transportation ~~products~~to ~~that~~carry wedistillates ~~distribute~~and ~~are~~crude ~~used~~oil inincluding ~~PCs~~trucks, ~~smartphones,~~railcars orand ~~other consumer~~barges, ~~electronics.~~each ~~DRAMs~~of ~~are~~which ~~the~~is ~~most~~subject ~~widely~~to ~~used~~regulation ~~semiconductor~~in ~~components~~each injurisdiction ~~PCs~~of operation. ~~Flash~~In ~~products~~addition, ~~are~~under ~~mostly~~certain ~~used~~environmental inlaws, ~~the~~we ~~consumer electronics~~could ~~products.~~be ~~Wifi~~subject to strict and/or ~~Camera~~joint ~~modules~~and ~~are~~several ~~highly~~liability ~~used~~for inthe ~~smartphones.~~investigation, ~~LCD~~removal ~~panels~~or ~~are~~remediation ~~used~~of inreleased ~~many~~materials ~~visual~~depending ~~products,~~on ~~such as~~the ~~smartphones,~~terms ~~tablets,~~of our supply contracts and ~~netbooks~~transportation methods. IfAs ~~there~~a isresult, athese ~~continued~~laws ~~reduction~~could incause ~~the~~us ~~growth~~to ~~rate~~become ofliable for the ~~related~~conduct ~~consumer~~of ~~electronics markets~~others, ~~sales~~regardless of ~~our~~whether ~~products~~we ~~built~~were responsible for those ~~markets~~actions, ~~would~~or ~~decrease,~~if ~~and,~~such asactions awere ~~result,~~in ~~our~~compliance ~~operations,~~with ~~cash~~all ~~flows~~applicable ~~and~~laws ~~financial condition~~at ~~could~~the time of those actions. While we intend to take actions to mitigate the risks of contracts with third parties, we may be ~~adversely~~subject ~~affected~~to risks we are not able to successfully mitigate.

~~The demand~~Implementation ~~from~~of ~~the~~risk ~~end-products~~management ~~that~~procedures ~~uses~~will not eliminate all commodity risk, basis risk, or risk of adverse market conditions which can adversely affect our ~~solutions~~financial ~~depends~~position onand ~~many~~results ~~factors~~of operations.

~~The demand~~We ~~from~~intend to establish a market risk policy where under we will lock in a margin for the ~~end-products~~commodities ~~that~~we ~~use~~purchase ~~our~~by ~~solutions~~selling ~~depend~~such commodities for physical delivery to our customers on ~~many~~a ~~factors~~specific ~~such~~contract asby ~~economic~~contract ~~climate~~basis. We do not intend to purchase and hold inventory for future sale. By entering into contracts with a specific inventory purchase and established contract to sell inventory basis, ~~change~~we inseek ~~technology~~to maintain a position that is substantially balanced between purchases on the one hand, ~~competiveness of~~and ~~competitors~~confirmed inventory sale on the other hand. These policies and practices cannot, ~~etc~~however, eliminate all risks. IfFor ~~such~~example, ~~demand~~any ~~decreases~~event asthat adisrupts ~~result~~our anticipated physical supply of ~~negative~~commodities ~~impact~~could expose us to risk of loss resulting from ~~these~~the ~~factors,~~need itto ~~will~~cover ~~affect~~obligations ~~revenue~~required under contracts for forward sale. Additionally, ~~cash~~we ~~flows~~ can provide no assurance that our processes and ~~financial~~procedures ~~conditions~~will detect and/or prevent all violations of ~~the~~our ~~Company,~~risk management policies and ~~may~~procedures, ~~adversely~~particularly ~~affect~~if ~~the~~deception ~~Company’s~~or ~~share~~other ~~price~~intentional misconduct is involved.

~~The solutions~~Basis ~~provided~~risk bydescribes usthe ~~rely~~inherent onmarket ~~the~~price ~~licenses~~risk ~~from~~created ~~Intel~~when ~~Mobile~~a ~~Communications~~commodity ~~GmbH~~of certain grade or location is purchased, sold or exchanged as compared to a purchase, sale or exchange of a like commodity at a different time or place. Transportation costs and ~~VIA~~timing ~~Telecom~~differentials Coare components of basis risk. In a backwardated market (when prices for future deliveries are lower than current prices), ~~Ltd~~basis risk is created with respect to timing. In these instances, ~~which~~physical weinventory ~~could~~generally ~~lose~~loses value as price of such physical inventory declines over time. Basis risk cannot be entirely eliminated, and basis exposure, particularly in backwardated or other adverse market conditions, can adversely affect our consolidated financial position and results of operations.

The ~~majority~~ ofcounterparties ~~solutions~~to ~~provided~~our bycommodity ~~USmart~~derivative ~~are~~and ~~under~~physical ~~licenses~~purchase from Intel Mobile Communications GmbH (“Intel”). Whareas, the majority of solutions provided by eVision are under licenses from VIA Telecom Co. (“VIA”) Ltd. If such licenses are revoked or expire without renewal, USmart and ~~eVision~~sale ~~will~~contracts may not be able to ~~provide~~perform ~~those~~their ~~solutions~~obligations to ~~its~~us, ~~customers~~which ~~and~~could ~~may result~~materially inaffect ~~loss~~our ofcash ~~revenue~~flows and ~~profits which will have a negative impact to its financial~~ results ~~and~~of ~~positions~~operations.

~~Competitive level~~We isencounter ~~uncontrollable~~risk of counterparty nonperformance in our businesses. Disruptions in the supply of product and in the crude oil and natural gas commodities sector overall for an extended or near term period of time could result in counterparty defaults on our derivative and physical purchase and sale contracts. This could impair our ability to obtain supply to fulfill our sales delivery commitments or obtain supply at reasonable prices, which could result in decreased gross margins and profitability.

~~Business in~~Reduced ~~telecommunication~~demand ~~industry~~for ~~highly~~refined ~~relies~~products oncould the baseband license acquired from Intel. The current CDMA license providers are Intel, VIA and T3G Technology Co., Ltd. in China. USmart cannot control how many licensees the license providers authorized. If the number of licensees increases, it may increases the competition and result in loss of revenue and profits which may have ~~a negative~~an ~~impact~~adverse toeffect ~~its~~our ~~financial~~ results ~~and~~of ~~positions~~operations.

Any sustained decrease in demand for refined products in the markets we serve could reduce our cash flow. Factors that could lead to a decrease in market demand include:

•	a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel, and travel;

•	higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline;

•	an increase in automotive engine fuel economy, whether as a result of a shift by consumers to more fuel-efficient vehicles or technological advances by manufacturers;

•	an increase in the market price of crude oil that leads to higher refined product prices, which may reduce demand for refined products and drive demand for alternative products; and

•	the increased use of alternative fuel sources, such as battery-powered engines.

A loss of a key customer could materially or adversely affect our results of operations.

We have only recently entered into our first procurement and supply contract and we expect to continue to depend on key customers to support our revenues for the foreseeable future. The loss of any key customer, failure to renew contracts upon expiration, or a sustained decrease in demand by key customers could result in a substantial loss of revenues and could have a material and adverse effect on our consolidated results of operations.

~~Our~~Certain ~~research~~of ~~and~~our ~~development~~operations ~~may be costly and/or untimely, and there~~ are noconducted ~~assurances~~through ~~that~~joint ~~our~~ventures ~~research~~which ~~and~~have ~~development~~unique ~~will either be successful or completed within the anticipated timeframe, if at all~~risks.

~~Our~~Certain ~~recent~~of ~~acquired business~~our ~~relies~~operations onwill ~~research~~be ~~and~~conducted ~~development~~through ~~activities~~joint ventures. ~~The~~With ~~research~~respect to our joint ventures, we share ownership and ~~development~~management ofresponsibilities ~~new~~with ~~products~~partners ~~play~~that anmay ~~important~~not ~~role~~share ~~for~~ our ~~company~~goals and objectives. ~~Development~~Differences ofin ~~new~~views ~~products~~among ~~requires~~the ~~significant~~partners ~~research~~may ~~and~~result ~~development~~in delayed decisions or failures to agree on major matters, such as large expenditures or contractual commitments, the construction or acquisition of assets or borrowing money, among others. IfDelay weor ~~are~~failure ~~unable~~to agree may prevent action with respect to ~~perform~~such ~~research~~matters, even though such action may serve our best interest or that of the joint venture. Accordingly, delayed decisions and ~~development~~ ~~successfully~~disagreements could adversely affect the business and operations of the joint ventures and, in turn, our business and operations. From time to time, our joint ventures may be involved in disputes or legal proceedings which may negatively affect our investments. Accordingly, any such occurrences could adversely affect our consolidated results of operations, ~~could~~financial beposition ~~negatively~~and ~~impacted~~cash flows.

~~The~~Our ~~research~~marketing ~~and~~operations ~~development of~~depend ~~new~~on ~~products~~the isavailability ~~costly~~of ~~and~~transportation ~~time consuming,~~ and ~~there~~storage ~~are no assurances that our research and development of new products will either be successful or completed within the anticipated time frame, if at all~~capacity. ~~There are also no assurances that if the product is developed, that it will lead to actual commercialization and sales.~~

Our product supply will be transported and stored on facilities owned and operated by third parties. Any interruption of transport or storage companies or adverse change in the terms and conditions of service could have a material adverse effect on our ability, and the ability of our customers, to transport products and have a corresponding material adverse effect on our revenues.

The risk of terrorism and political unrest in various energy producing regions may adversely affect the economy and the price and availability of products.

An act of terror in any of the major energy producing regions of the world could potentially result in disruptions in the supply of crude oil and natural gas which could have a material impact on the availability and price of propane. Terrorist attacks in the areas of our operations could negatively impact our ability to transport propane to our locations. These risks could potentially negatively impact our consolidated results of operations.

We depend on the leadership and involvement of key personnel for the success of our businesses.

We have certain key individuals in our senior management who we believe are critical to the success of our business. The loss of leadership and involvement of those key management personnel could potentially have a material adverse impact on our business.

Future economic conditions in the U.S. and international markets could materially and adversely affect our business, financial condition and results of operations.

The U.S. and other world economies continue to experience the after-effects of a global recession and credit market crisis. More volatility may occur before a sustainable growth rate is achieved either domestically or globally. Even if such growth rate is achieved, such a rate may be lower than the U.S. and international economies have experienced in the past. Global economic growth drives demand for energy from all sources, including fossil fuels. A lower, future economic growth rate will result in decreased demand for our oil production and lower commodity prices, and consequently reduce our revenues, cash flows from operations and our profitability.

Our business requires significant capital expenditures and we may not be able to obtain needed capital or financing on satisfactory terms or at all.

Our planned operational activities require substantial capital expenditures. We intend to fund our capital expenditures through a combination of financing contracts, borrowings under credit facilities, if possible, and public equity financings. Future cash flows are subject to a number of variables, including our success in establishing cash flow from operations. We do not expect our cash flow from operations to be sufficient to cover our current expected capital expenditure budget and we may have limited ability to obtain the additional capital necessary to sustain our operations at current levels. We may not be able to obtain debt or equity financing on favorable terms or at all. The failure to obtain financing could cause us to scale back our operations, which in turn could lead to the failure of our business plan.

Our growth depends on the success of our initial agreement with joint venture partner Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”) for the sourcing, purchasing and management of transportation logistics for oil, gas, and refined products to be delivered and sold into the Chinese market which has no operational history and is subject to change.

We have only recently entered into a formal agreement in our planned area of operations. The success of our growth will depend on our ability to successfully conclude this agreement, establish a joint venture, secure financing and commence sales of sourced commodities. While we believe we have the personnel and experience to conclude these transactions and commence sales, there is no guarantee we will be able to perform under this agreement, which would have a material adverse effect on our business, financial condition and results of operations. We may not be able to compensate for, or fully mitigate, these risks.

RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. If we cannot assess our internal control over financial reporting as effective, investor confidence and share value may be negatively impacted.

In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting, or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

WeCompliance ~~are~~with ~~heavily~~changing ~~dependent~~regulation ~~upon~~of ~~the~~corporate ~~electronics industry,~~governance and ~~excess~~public ~~capacity~~disclosure orwill ~~decreased demand for products produced by this industry could~~ result in ~~increased~~additional ~~price competition as well as a decrease in our gross margins and unit volume sales~~expenses.

~~Our~~Changing ~~business~~laws, isregulations ~~heavily dependent~~and onstandards ~~the~~relating ~~electronics~~to ~~industry.~~corporate ~~The~~governance ~~majority~~and ofpublic ~~our~~disclosure, ~~revenue~~including isthe ~~generated~~Sarbanes-Oxley ~~from~~Act ~~the~~of ~~networking~~2002 and related SEC regulations, ~~high-end~~have ~~computing~~created ~~and~~uncertainty ~~computer peripherals~~for ~~segments~~public ofcompanies ~~the~~and ~~electronics~~significantly ~~industry,~~increased ~~which~~the ~~are~~costs ~~characterized~~and byrisks ~~intense~~associated ~~competition,~~with ~~relatively~~accessing ~~short~~the ~~product~~public ~~life-cycles~~ markets and ~~significant~~public ~~fluctuations~~reporting. inFor ~~product~~example, ~~demand.~~on ~~Furthermore~~January 30, ~~these~~2009, ~~segments~~the ~~are~~SEC ~~subject~~adopted rules requiring companies to ~~economic~~provide ~~cycles,~~their ~~which~~financial ~~have~~statements ~~occurred~~ in ~~the~~interactive ~~past~~data ~~and~~format ~~are~~using ~~likely~~the toeXtensible ~~occur~~Business inReporting ~~the~~Language, ~~future~~or XBRL. AWe ~~recession~~currently orhave ~~any~~to ~~other~~comply ~~event~~with ~~leading~~these rules. Our management team will need to ~~excess~~invest ~~capacity~~significant ormanagement atime ~~downturn~~and infinancial ~~these segments~~resources ofto ~~the~~comply ~~electronics~~with ~~industry~~both ~~could~~existing ~~result~~and inevolving ~~intensified~~standards ~~price~~for ~~competition~~public companies, awhich ~~decrease~~will inlead ~~our~~to ~~gross~~increased ~~margins~~general and ~~unit~~administrative ~~volume sales~~expenses and ~~materially~~a ~~affect~~diversion ~~our~~of ~~business,~~management ~~prospects,~~time ~~financial~~and ~~condition~~attention ~~and~~from ~~results~~revenue ofgenerating ~~operations~~activities to compliance activities.

~~The~~Because ~~memory~~of ~~product~~the ~~industry~~early isstage of development and the nature of our business, our securities are considered highly ~~competitive.~~ speculative.

~~The~~Our ~~Company~~securities ~~faces intense~~must ~~competition~~be ~~from~~considered ahighly ~~number~~speculative, generally because of ~~companies,~~the ~~some~~nature of ~~which~~our ~~are~~business ~~large~~and ~~corporations~~the orearly ~~conglomerates,~~stage ~~that~~of ~~may~~its development. We have ~~greater~~not ~~resources to~~generated ~~withstand~~any ~~downturns~~revenues innor ~~the~~have ~~semiconductor~~we ~~memory~~realized ~~market,~~a ~~invest~~profit infrom ~~technology~~our -operations to date and ~~capitalize~~we onmay ~~growth~~not ~~opportunities~~generate any revenues or realize any profits in the short term. Any Toprofitability in the ~~extent~~ ~~Samsung~~future ~~memory~~from ~~products~~our ~~become~~business ~~less~~will ~~competitive,~~be heavily dependent upon our ability to ~~effectively~~perform ~~compete~~under ~~against~~joint ~~distributors~~venture ofcontracts ~~other~~recently ~~memory products~~secured. Since we have not generated any revenues, we will ~~diminish~~have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We ~~face~~ ~~competition~~may, ~~from~~in ~~other~~the ~~telecommunication~~future, issue additional common shares that would reduce investors’ percent of ownership and ~~computer~~may ~~manufacturers~~dilute our share value.

~~We face~~The ~~competition~~future ~~from~~issuance ~~other~~of ~~telecom~~common ~~and~~shares ~~computer~~may ~~manufacturers~~result in ~~China,~~substantial ~~particularly~~dilution in the ~~telecommunication~~percentage ~~sector.~~of ~~There~~our ~~are three~~common ~~major~~shares ~~telecommunication~~held ~~companies~~by inour ~~China~~then ~~and~~existing ~~they~~stockholders. ~~can~~We ~~also~~may ~~provide~~value ~~R&D,~~any ~~manufacturing~~common ~~and~~shares ~~marketing~~issued ~~services~~in tothe ~~smartphone and~~future ~~other~~on ~~accessories~~an ~~that~~arbitrary ~~we feature~~basis. ~~This~~The ~~competition~~issuance ~~may~~of ~~affect~~common ~~our~~shares ~~ability~~for tofuture ~~attract~~services ~~and~~or ~~retain~~acquisitions ~~customers~~or ~~and~~other ~~buyers~~corporate ~~and~~actions may ~~reduce~~ have the ~~prices~~effect weof ~~are~~diluting ~~able~~the tovalue ~~charge.~~of Anthe ~~inability~~common toshares ~~compete~~held ~~effectively~~by ~~could~~our ~~adversely~~investors, ~~affect~~and ~~our~~might ~~business,~~have ~~financial~~an ~~condition and~~adverse ~~results~~effect ofon ~~operations~~any trading market for our common shares.

~~We are~~The ~~operating~~Market for Penny Stock has suffered in anrecent ~~industry~~years ~~with~~from ~~very~~patterns ~~short~~of ~~life~~fraud ~~cycle.~~and abuse

~~The mobile~~Stockholders ~~devices~~should ~~industry~~be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in ~~which~~recent years from patterns of fraud and abuse. Such patterns include: (i) control of the ~~newly~~market ~~acquired~~for ~~business~~the issecurity ~~operating~~by ~~has~~one or a ~~very~~few ~~short~~broker-dealers ~~product~~that ~~life~~are ~~cycle.~~often ~~Inability~~related to ~~respond to~~the anpromoter ~~end~~or issuer; (ii) manipulation of aprices ~~product~~through ~~life~~prearranged ~~cycle~~matching ~~may~~of ~~result~~purchases inand sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and, (v) the ~~loss~~wholesale dumping of ~~revenue~~the same securities by promoters and ~~profits~~broker-dealers ~~which~~after ~~may~~prices have been manipulated to a ~~negative~~desired ~~impact~~level, toalong ~~its~~with ~~financial results~~the resulting inevitable collapse of those prices and ~~positions~~with consequential investor losses.

~~We are~~Broker-dealers ~~operating~~may inbe andiscouraged ~~industry~~from ~~with~~effecting ~~high~~transactions ~~demand~~ in ~~product~~our ~~features~~shares ~~upgrade~~because they are considered penny stocks and ~~fast~~are ~~generation~~subject ~~change~~to the penny stock rules thereby potentially limiting the liquidity of our shares.

~~The telecommunication~~Rules 15g-1 ~~industry~~through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in ~~which~~"penny ~~our~~stocks". ~~recently~~A ~~acquired~~penny ~~business~~stock isgenerally ~~operating~~includes any non-NASDAQ equity security that has ~~high~~a ~~demand~~market inprice ~~product~~of ~~features~~less ~~upgrade~~than ~~and fast~~$5.00 ~~generation~~per ~~change~~share. Our ~~Inability~~shares toare ~~respond~~quoted toon the ~~features~~OTC ~~upgrade~~Pink ~~and~~Marketplace. NASD ~~generation~~broker-dealers ~~change~~who ~~may~~act ~~result~~as inmarket ~~the~~makers ~~loss~~for our shares generally facilitate purchases and sales of ~~revenue~~our shares. The additional sales practice and ~~profits~~ ~~which~~disclosure requirements imposed upon broker-dealers may ~~have~~discourage abroker-dealers ~~negative~~from ~~impact~~effecting totransactions ~~its~~in ~~financial~~our ~~results~~shares, which could severely limit the market liquidity of the shares and ~~positions~~impede the sale of our shares in the secondary market.

~~If our~~Under ~~current~~the ~~product~~penny ~~strategy~~stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and ~~operating~~must ~~system~~receive ~~strategy~~the ~~are~~purchaser's ~~not~~written ~~successful~~consent to the transaction prior to sale, ~~our~~unless ~~telecommunication~~the ~~business~~broker-dealer ~~could~~or bethe ~~negatively impacted.~~transaction is otherwise exempt.

~~Our current~~In ~~strategy~~addition, isthe topenny ~~concentrate~~stock ~~our~~regulations ~~mobile~~require ~~solution~~the onbroker-dealer ~~smartphones and~~ to ~~use third-party and/or open-source operating systems and associated application ecosystems~~deliver, ~~predominantly~~prior ~~the~~to ~~Google~~any ~~Android~~transaction ~~operating~~involving ~~system (~~a ~~royalty-free~~penny ~~open-source~~stock, ~~platform). As~~ a ~~result,~~disclosure weschedule ~~are~~prepared ~~dependent~~by onthe ~~third-parties’~~SEC ~~continued~~relating ~~development~~to ofthe ~~operating~~penny ~~systems~~stock market, ~~software~~unless ~~application~~the ~~ecosystem infrastructures and such third~~broker-~~parties’~~dealer ~~approval~~or ofthe ~~our~~transaction ~~implementations~~is ofotherwise ~~their~~exempt. A ~~operating~~broker-dealer ~~system~~is ~~and~~also ~~associated~~required ~~applications. If we had~~ to ~~change~~disclose ~~our~~commissions ~~strategy,~~payable ~~our~~to ~~financial~~the ~~results~~broker-dealer ~~could~~and bethe ~~negatively~~registered ~~impacted~~representative ~~because~~and acurrent ~~resulting~~quotations ~~shift~~for ~~away from using Android and~~ the ~~associated~~securities. Finally, ~~applications~~a ~~ecosystem~~broker-dealer ~~could~~is berequired ~~costly~~to ~~and~~send ~~difficult.~~monthly Astatements ~~strategy~~disclosing ~~shift~~recent ~~could~~price ~~increase~~information ~~the~~with ~~burden~~respect ~~of development~~ to the ~~Company~~penny ~~and~~stock ~~potentially~~held ~~create~~in a ~~gap~~customer's inaccount ~~our~~and ~~portfolio~~information ~~for~~with arespect ~~period~~to ofthe ~~time,~~limited ~~which~~market ~~could~~in ~~competitively~~penny ~~disadvantage the Company~~stocks.

~~We are~~Our atcommon ~~risk~~stock ifmay ~~Android-based~~experience ~~smartphones~~extreme dorises ~~not~~or ~~remain~~declines ~~competitive~~ in ~~the marketplace. Even if Android-based smartphones remain competitive~~price, ~~the Android operating system is an open-source platform~~ and ~~many~~you ~~other~~may ~~companies~~not ~~sell competing Android-based smartphones solutions. If the Android-based smartphones solutions of our competitors are more successful than ours, our financial results could~~ be ~~negatively~~able ~~impacted. It is also critical~~ to ~~the~~sell ~~success~~your ofshares ~~the~~at Android operating system that third-party developers continue to develop and offer applications for this operating system that are competitive with applications developed for other operating systems. From an overall risk perspective, the industry is currently engaged in an extremely competitive phase with respect to operating system platforms, applications and software generally. If Android does not continue to gain operator and/or ~~developer adoption,~~above ~~or any updated versions or new releases of Google’s Android operating system or applications are not made available to us in a timely fashion,~~ the ~~Company~~price ~~could be competitively disadvantaged and our financial results could be negatively impacted~~paid.

Our common stock may be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): (i) the trading volume of our shares; (ii) the number of securities analysts, market-makers and brokers following our common stock; (iii) changes in, or failure to achieve, financial estimates by securities analysts; (iv) actual or anticipated variations in quarterly operating results; (v) conditions or trends in our business industries; (vi) announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; (vii) additions or departures of key personnel; (viii) sales of our common stock; and (ix) general stock market price and volume fluctuations of publicly-trading and particularly, microcap companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such shareholder litigation currently pending or threatened against the Company, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTCQB and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

We have not and do not intend to pay any cash dividends on our common shares and, consequently, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We have not, and do not, anticipate paying any cash dividends on our common shares in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

~~We may~~ITEM 1B. UNRESOLVED ~~not~~STAFF ~~be able to adequately protect our brand name and intellectual property rights that we developed.~~COMMENTS

~~Our brand~~As ~~names~~of ~~and~~the ~~intellectual~~date ~~property~~of ~~rights~~this ~~are~~filing, ~~important to our business and~~ we ~~rely~~have onno ~~them~~unresolved tocomments ~~conduct~~from ~~our~~the ~~business~~staff ~~operations. Unauthorized use~~ of ~~our~~the ~~brand names and intellectual property rights by third parties may materially adversely affect our business and reputation~~SEC. We rely on trademark and copyright laws to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our brand names or intellectual property rights without authorization.

~~We cannot~~ITEM ~~be assured that third parties will not infringe or misappropriate our brand names or intellectual property rights~~2. We may, at times, have to incur significant legal costs and spend time in defending our trademarks and copyrights. Any defense efforts, whether successful or not, would divert both time and resources from the operation and growth of our business. PROPERTIES

~~Current~~Our ~~economic~~Executive ~~and political conditions may harm our business.~~ Offices:

~~Global~~Our ~~economic~~principal ~~conditions and~~office ~~the~~is ~~effects~~located ofat ~~military~~20333 orTomball ~~terrorist actions may cause significant disruptions to worldwide commerce. If these disruptions result in delays or cancellations of customer orders~~PKY, aSuite ~~decrease in corporate spending on information technology or our inability to effectively market~~204, ~~manufacture or ship our products~~Houston, ~~our~~Texas ~~results~~77070. ofOur ~~operations,~~telephone ~~cash~~number ~~flows and financial condition could be adversely affected. There~~ is a(281) ~~risk that the events in Japan could negatively affected semiconductor markets, and may continue to have severe and unpredictable effects on the price of certain raw materials in the future~~974-3041. InOur ~~addition,~~website ~~our ability to raise capital for working capital purposes and ongoing operations~~ is ~~dependent~~http:// ~~upon ready access to capital markets~~www. ~~During times of adverse global economic and political conditions, accessibility to capital markets could decrease~~eaglemtc. If we are unable to access the capital markets over an extended period of time, we may be unable to fund operations, which could materially adversely affect our results of operations, cash flows and financial conditioncom.

WeITEM ~~believe that we will require additional equity financing to reduce our long-term debts and implement our business plan~~3. LEGAL PROCEEDINGS

We ~~anticipate that~~know weof ~~will~~no ~~require~~material, ~~additional~~active ~~equity~~or ~~financing~~pending inlegal ~~order~~proceedings toagainst ~~reduce~~ our ~~long-term~~Company, ~~debts~~nor ~~and implement our business plan~~ of ~~increasing sales~~any inlegal ~~the~~proceedings ~~Southern China markets. There can be no assurance~~ that ~~we will be able to obtain the necessary additional capital on~~ a ~~timely~~governmental ~~basis~~authority oris oncontemplating ~~terms~~against ~~acceptable to~~ us. ~~If we obtain such financing, the holders of our Common Stock may experience substantial dilution.~~

~~To finance~~ITEM ~~our~~4. MINE ~~new~~SAFETY ~~business, debt or equity financing may be required and may adversely impact our share price.~~DISCLOSURES

~~In order~~Not to expand the business of USmart and eVision as well as the Company, the Company may need to raise fund in form of equity and/or debt to incur substantial additional indebtedness to finance such expansionApplicable. ~~If we or our subsidiaries incur additional debt, the risks that we face as a result of an increased indebtedness could have important consequences to you. For example, it could:~~

• limit our ability to satisfy our obligations under our borrowings;

• increase our vulnerability to adverse general economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to servicing and repaying our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for or reacting to changes in our businesses and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt;

• limit, along with the restrictive covenants of our indebtedness, among other things, our ability to borrow additional funds or make guarantees; and

• increase the cost of additional financing.

Our ability to generate sufficient cash to satisfy our outstanding and future debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, many of which are beyond our control. We anticipate that our operating cash flow will be sufficient to meet our anticipated operating expenses and to service our debt obligations as they become due. However, we may not always be able to generate sufficient cash flow for these purposes. If we are unable to service our indebtedness, we will be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking equity capital. These strategies may not be instituted on satisfactory terms, if at all. As a result, the share price may be adversely affected due to increase in gearing or shareholder base.

~~Risks Relating~~PART ~~to the Recent Acquisition~~II

~~The acquisition~~ITEM ~~may~~5. MARKET ~~not~~FOR ~~result~~REGISTRANT’S inCOMMON ~~the~~EQUITY, ~~increase~~RELATED ofSTOCKHOLDER ~~revenue~~MATTERS ~~and~~AND ~~profits~~ISSUER ofPURCHASES ~~the~~OF ~~Company.~~EQUITY SECURITIES

~~While the~~Market ~~management~~Price ~~expects that the acquisition~~ of ~~Jussey will enable the Company to tap into~~ and ~~expand~~Dividends its operations in mobile devices and telecommunication business segments through USmart and eVision, USmart and eVision may not be able to contribute an increase in revenue and profit to the results of the Company as other factors such as changes in future economic climate, intensity of competition from competitors, ability to adapt due to change in technology, number of orders to be received may not be correctly anticipated, which will have a significant impact on the ~~results~~Registrant’s ofCommon ~~USmart~~Equity and ~~eVision~~Related ~~that~~Stockholder ~~could generate.~~Matters

~~Successful operation~~Market ~~of the acquired business is not assured.~~Information

~~Despite that~~The ~~USmart~~Company's ~~and~~common ~~eVision~~stock ~~have~~is ~~orders~~currently /quoted ~~projects~~ on ~~hand and pipeline of orders are anticipated,~~ the ~~Company~~OTC ~~may~~Markets ~~not~~under ~~be able to expand~~ the ~~business~~trading ofsymbol ~~USmart~~“EMTC”. Following oris ~~eVision~~information ~~beyond~~on ~~these~~high ~~orders / projects~~ and ~~may~~low ~~suffer~~closing ~~losses~~bid ~~after~~prices ~~these~~to ~~orders~~report ~~have~~for ~~been~~the ~~fulfilled~~fiscal ~~as USmart~~year ~~and~~ended ~~eVision~~December ~~have~~31, ~~operated~~2015 atand aDecember ~~loss making in the past~~31, ~~which may have a significant negative impact to the Company financial position~~2014.

Successful integration of the USmart and eVision businesses with our other businesses is not assured.

Quarter	High ($)	Low ($)
Quarter ended 12/31/2015	1.42	0.7701
07/31/2015 thru 09/30/2015 (after a 1 for 18 reverse split)	1.40	0.28
07/01/2015 thru 07/31/2015	0.095	0.0551
Quarter ended 06/30/2015	0.11	0.01
Quarter ended 03/31/2015	0.02	0.0051
Quarter ended 12/31/2014	0.02	0.01
Quarter ended 09/30/2014	0.01	0.01
Quarter ended 06/30/2014	0.02	0.01
Quarter ended 03/31/2014	0.03	0.01

~~While management~~The ~~expects~~above ~~that~~information ~~they~~was ~~will~~taken befrom ~~able~~information toas ~~integrate~~posted ~~the~~on ~~business~~OTC ofMarkets. The ~~USmart~~quotations ~~and~~provided ~~eVision~~may ~~into~~reflect ~~the~~inter-dealer ~~Company’s~~prices, ~~existing~~without ~~trading business~~retail ~~within the expected timeframe which would enables the Company to operate more effectively and efficiently and to create synergy hence lower costs of operations~~mark-up, ~~such~~mark-down ~~integration may fail~~ or ~~fail~~commission ~~to achieve the desired level of synergy~~ and may ~~increase the~~not ~~overall~~represent ~~administrative~~actual ~~expenses at a ratio higher than the proportionate revenue and profit contribution from USmart and eVision, and may have significant negative impact to the Company~~transactions.

~~USmart and eVision may not be able to distribute dividends to the Company.~~Holders

~~USmart and~~As ~~eVision~~of ~~are~~December ~~Hong~~31, ~~Kong~~2015 ~~incorporated~~there ~~company~~were ~~and~~303 ~~may~~record ~~distribute~~holders ~~retained~~of ~~profits~~the toCompany’s ~~its~~common ~~shareholders.~~stock ~~Since~~(which ~~USmart~~number ~~and eVision have been operating at a loss in the past and~~ does not ~~have~~include ~~retained profits available for distribution to~~ the ~~Company,~~number itof ~~may not~~stockholders bewhose ~~able~~shares toare ~~generate~~held ~~enough~~by ~~profits~~a tobrokerage ~~recover~~house ~~losses~~or ~~from~~clearing ~~prior~~agency, ~~years~~but ~~and~~does ~~therefore~~include ~~may~~such ~~not~~brokerage behouses ~~able~~or toclearing ~~distribute~~agencies ~~dividends to~~as ~~the~~one ~~Company~~record ~~for further distributions to its shareholders~~holder).

A lack of expertise over USmart and eVision financial reporting in U.S. GAAP could result in an inability to accurately report our financial results, which may lead to loss of investor confidence in our financial statements and may adversely affect the Company’s share price.Dividends

~~While the~~We ~~management~~have ~~will~~never ~~pursue~~declared toor ~~ensure~~paid ~~that~~dividends ~~the~~on ~~financial~~our ~~results~~common ofstock. We ~~USmart~~intend ~~and~~to ~~eVision~~retain ~~will~~earnings, beif ~~reported~~any, ~~accurately~~to ~~under~~support ~~U.S. GAAP,~~ the ~~financial~~development ~~results~~ of ~~USmart~~our business and ~~eVision~~therefore ~~may~~do benot ~~inaccurately~~anticipate ~~reported~~paying ~~under~~cash Udividends for the foreseeable future.S. ~~GAAP~~Payment ~~due~~of tofuture ~~lack~~dividends, if any, will be at the discretion of ~~U.S.~~our ~~GAAP~~board ~~expertise~~of ~~from USmart~~directors ~~and~~after ~~eVision~~taking ~~and~~into ~~may~~account ~~adversely~~various ~~affect~~factors, ~~the~~including ~~Company’s~~current ~~share~~financial ~~price~~condition, ~~loss~~operating ofresults ~~investor~~and ~~confidence~~current and ~~regulatory~~anticipated ~~penalty~~cash needs.

~~Our ability~~Equity toCompensation ~~execute on our business strategy and growth will depend in part on the success of the telecommunication industry.~~Plans

The ~~acquisition~~ iscompany ~~part~~has ofnot ~~the~~adopted ~~Company’s~~any ~~business~~equity ~~strategy~~compensation toplans ~~grow~~ and ~~expand~~does ~~through~~not ~~access~~anticipate toadopting any equity compensation plans in the ~~telecommunication~~near ~~industry~~future. As Notwithstanding athe ~~result~~foregoing, because the ~~success~~company ofhas ~~USmart~~limited ~~and~~cash ~~eVision~~resources ~~businesses~~at ~~will~~this ~~have~~time, ait ~~material~~may ~~impact~~issue onshares ~~the~~or ~~overall~~options ~~success~~to or enter into obligations that are convertible into shares of ~~the~~common ~~Company~~stock with its employees and consultants as payment for services or as discretionary bonuses.

Transfer Agent

The transfer agent for the common stock is Action Stock Transfer, Inc. The transfer agent’s address is 2469 E. Fort Union Blvd, Suite 214, Salt Lake City UT 84121, and its telephone number is (801) 274-1088.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Recent Sales of Unregistered Securities:

Subsequent to the fiscal year ended December 31, 2015 the Company issued the following securities:

~~Risks~~Issuances ~~Associated~~pursuant ~~With~~to ~~Doing~~Regulation ~~Business in China~~S

~~There~~On ~~are~~January ~~substantial risks~~4, ~~associated~~2016 ~~with~~the ~~doing~~Company ~~business~~issued 8,000,000 shares of common stock to a third party in ~~China~~respect of a share purchase agreement where under the purchaser had the option to acquire shares at a price of $0.01 per share. The Company received cash proceeds of $80,000 ~~some~~prior to the fiscal year end in respect of ~~which~~this ~~are~~share ~~addressed~~purchase agreement. No underwriters were utilized in ~~the~~connection ~~following~~with ~~risk~~this ~~factors~~sale of securities.

~~Economic~~On January 6, ~~political~~2016 ~~and~~the ~~social~~Company ~~conditions~~issued a total of 25, as000 ~~well~~shares to an individual as ~~government~~part ~~policies~~of ina ~~China~~share ~~could~~transfer ~~have~~between atwo ~~material~~shareholders ~~adverse~~where ~~effect~~under oncertain ~~our~~shares ~~business,~~were ~~results~~returned to the company for cancellation and reissue. The new shares were issued prior to receipt of ~~operations~~the canceled shares, which return and ~~financial condition~~cancelation occurred January 23, 2016.

~~Part~~On January 21, 2016, the Company issued a total of ~~our~~13,000,000 ~~business is~~shares ~~conducted~~at $0.05 in, ~~and~~respect ~~part~~to ofcertain ~~our~~convertible ~~revenues~~notes isentered ~~derived~~into ~~from~~during fiscal 2015 which came due and payable September 1, ~~the~~2015 ~~PRC~~to two individual investors.

~~The~~On ~~economy~~January of23, ~~the PRC~~2016 ~~differs from~~ the ~~economies~~Company ofissued ~~most developed countries in many respects~~700,000 ~~including,~~shares ~~but not limited~~ to ~~structure,~~an ~~governmental involvement,~~individual ~~level~~as ofpart ~~development, growth rate, capital re-investment, allocation~~ of ~~resources,~~a ~~control~~share oftransfer ~~foreign~~between ~~currency~~two ~~and rate~~shareholders ofwhere ~~inflation.~~under ~~The~~certain ~~economy~~shares ofwere ~~the~~returned ~~PRC has been transitioning from a planned economy~~ to ~~a market-oriented economy. Although in recent years~~ the ~~PRC~~company ~~government has implemented measures emphasizing the utilization of market forces~~ for ~~economic~~cancellation ~~reform,~~and ~~a substantial portion of productive assets in the PRC is still owned by the PRC government~~reissue. The Innew ~~addition,~~shares ~~the~~were ~~PRC~~concurrent ~~government continues~~ to ~~play~~receipt aof ~~significant role in regulating industries by imposing industrial policies. It also exercises significant control over~~ the ~~PRC’s~~canceled ~~economic growth through allocating resources~~shares, ~~controlling~~which ~~payment~~return ~~of foreign currency-denominated obligations, setting monetary policy~~ and ~~providing~~cancelation ~~preferential~~occurred ~~treatment~~January to23, ~~particular industries or companies~~2016.

~~Policies~~On ~~and~~January ~~other measures~~23, ~~taken~~2016 by the ~~PRC~~Company ~~government~~issued 2,000,000 shares to ~~regulate~~an ~~the~~individual ~~economy~~as ~~could~~part ~~have~~of a ~~significant~~share ~~negative~~transfer ~~impact~~between ontwo ~~economic~~shareholders ~~conditions~~where ~~in the~~under ~~PRC,~~certain ~~with~~shares awere ~~resulting~~returned ~~negative~~to ~~impact~~the oncompany ~~our~~for ~~business~~cancellation and reissue. The ~~For~~new ~~example,~~shares ~~our~~were ~~business,~~concurrent ~~results~~to receipt of ~~operations~~the ~~and~~canceled ~~financial~~shares, ~~condition may~~which bereturn ~~materially~~ and ~~adversely~~cancelation ~~affected~~occurred ~~by:~~January 23, 2016.

•On ~~new~~January ~~laws~~23, ~~and~~2016 ~~regulations~~a ~~and~~shareholder of the ~~interpretations~~Company returned a total of ~~those~~8,895,000 ~~laws~~common shares for reissue. Upon receipt the shares were canceled and ~~regulations;~~returned to treasury pending instruction for reissue from the shareholder.

•On March 9, 2016 the ~~introduction~~Company ofissued ~~measures~~1,000,000 shares to ~~control~~a ~~inflation~~private orindividual ~~stimulate~~in ~~growth;~~respect of a private placement at $0.10 per share for total cash proceeds of $100,000.

•On ~~changes~~March 10, 2016 the Company issued a total of 10,000,000 shares of common stock in respect of the ~~rate~~acquisition orof ~~method~~an engineering, construction and procurement project in the country of ~~taxation;~~Cyprus. A orfurther 4,900,000 shares were issued to a consultant in respect of this transaction on April 5, 2016.

•On April 5 and April 7, 2016 respectively, the ~~imposition~~Company issued a total of ~~additional~~5,500,000 ~~restrictions~~shares to an individual and a corporate entity as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on ~~currency~~January ~~conversions~~23, 2016, and ~~remittances~~subsequent ~~abroad~~reissue.

~~Macroeconomic~~On ~~measures~~May ~~taken~~5, by2016 the ~~PRC~~ ~~government~~Company issued a total of 1,500,000 shares to ~~manage~~five ~~economic~~individuals ~~growth~~as ~~could~~part ~~have~~of ~~adverse~~a ~~economic~~share ~~consequences~~transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue. A total of 40,000 shares remained available for reissue as at the date of this report in respect to the share surrender and reissue request.

InEach ~~response~~of tothe ~~concerns about~~foregoing ~~the~~issuances ~~PRC’s~~of ~~high~~securities ~~growth~~was ~~rate~~exempt from registration due to the exemption found in ~~industrial~~Regulation ~~production,~~S ~~bank~~promulgated ~~credit,~~by ~~fixed~~the ~~investment~~Securities and ~~money~~Exchange ~~supply,~~Commission under the ~~PRC~~Securities ~~government has~~Act ~~periodically~~of ~~taken~~1933. ~~measures~~These tosales ~~slow~~were ~~economic~~offshore ~~growth~~transactions tosince aall ~~more~~of ~~manageable~~the ~~level.~~offerees ~~Among~~were not in the ~~measures~~United ~~that~~States and the ~~PRC~~purchasers ~~government has~~were ~~taken~~outside ~~are~~the ~~restrictions~~United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on ~~bank~~our ~~loans~~behalf in ~~certain~~connection ~~sectors~~with any of these offerings. ~~These~~All ~~measures~~offering ~~have~~materials ~~contributed~~and documents used in connection with the offers and sales of the securities included statements to athe ~~modest~~effect ~~slowdown~~that inthe ~~economic~~securities ~~growth in~~have not been registered under the ~~PRC~~Securities Act of 1933 and amay ~~reduction~~not be offered or sold in ~~demand~~the ~~for~~United ~~consumer~~States ~~goods~~or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and ~~real~~that ~~property~~hedging transactions involving those securities may not be conducted unless in compliance with the Act. ~~These~~Each ~~measures~~purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any ~~additional~~U.S. ~~measures,~~person ~~including an~~and ~~increase~~agreed to resell such securities only in ~~interest~~accordance ~~rates~~with the provisions of Regulation S, ~~could~~pursuant ~~contribute~~to registration under the Act or pursuant to aan ~~further~~available ~~slowdown~~exemption infrom registration. The shares sold are restricted securities and the ~~PRC~~certificates ~~economy~~representing these shares have been affixed with a standard restrictive legend, which ~~could~~states ~~result~~that inthe asecurities ~~decline~~cannot inbe ~~demand for~~sold ~~industrial~~without ~~materials~~registration under the Securities Act of 1933 or an exemption there from and ~~lower~~we ~~revenues~~are ~~for~~required usto refuse to register any transfer that does not comply with such requirements.

InIssuances ~~particular,~~pursuant ~~the State Council has recently announced further macroeconomic measures~~ to ~~control~~Regulation perceived overinvestment in the real property market. The detailed regulations issued by central government agencies to implement these measures include, without limitation, restrictions on foreign investment and strict enforcement of tax collection. We can give you no assurance that these measures and regulations will not adversely affect our business.D

On January 6, 2016 the Company issued a total of 25,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue. The ~~PRC~~new ~~legal~~shares ~~system~~were ~~has~~issued ~~inherent~~prior ~~uncertainties that~~to ~~could~~receipt ~~negatively~~of ~~impact~~the ~~our~~canceled ~~business~~shares, which return and cancelation occurred January 23, 2016.

~~Our~~On ~~business~~January ~~is operated through~~23, ~~and our revenues are generated by~~2016, ~~our operating subsidiaries in~~ the ~~PRC.~~Company ~~Substantially~~issued ~~all~~a total of ~~our assets are located in the PRC. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979~~2, ~~the PRC government has promulgated laws and regulations dealing with economic matters such as foreign investment~~500,000 ~~corporate~~shares ~~organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because~~ of ~~the~~common ~~limited~~stock ~~volume~~to ofa ~~published~~private ~~cases~~individual ~~and their nonbinding nature, interpretation and enforcement of these laws and regulations involve uncertainties. In addition, as the legal system~~ in ~~China~~respect ~~develops,~~to ~~changes~~an inagreement ~~such~~for ~~laws and regulations, their interpretation or their enforcement may have a negative effect on our business, financial condition and results of operations~~services.

The foregoing issuances of securities were exempt from registration pursuant to Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and Regulation D promulgated thereunder. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. The purchaser represented to the Company that they were purchasing the securities for their own account and not for the account of any other persons. The purchasers were provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the year ended December 31, 2015.

ItITEM ~~may~~6. SELECTED beFINANCIAL ~~difficult to affect service of process upon us or our directors or to enforce any judgments obtained from non-PRC courts.~~DATA

~~Our~~The ~~operations~~Company ~~are conducted~~is ~~and~~ a ~~substantial~~smaller ~~part~~reporting ofcompany ~~our assets are located within China. Our key management reside in Hong Kong~~ and ~~China,~~is ~~where substantially all of their assets are located. Investors may experience difficulties in effecting service of process upon us, our directors or our senior management as it may~~ not berequired ~~possible~~ to ~~affect~~provide ~~such~~this ~~service of process outside China~~information. In addition, our PRC counsel has advised us that China does not have treaties with the United States and many other countries providing for reciprocal recognition and enforcement of court judgments. Therefore, recognition and enforcement in China of judgments of a court in the United States or certain other jurisdictions may be difficult or impossible.

~~Restrictions~~ITEM on7. MANAGEMENT'S ~~foreign~~DISCUSSION ~~currency~~AND ~~exchange may~~ANALYSIS ~~limit~~OF ~~our~~FINANCIAL ~~ability~~CONDITION toAND ~~obtain~~RESULTS ~~and~~OF ~~remit foreign currency or to utilize our revenues effectively.~~OPERATIONS

WeForward ~~receive~~Looking substantially part of our revenues in Renminbi through our ownership and operation of USmart. As a result, any restriction on currency exchange may limit our ability to use revenues generated in Renminbi to service and repay our indebtedness. Our ability to satisfy our debt obligations depends upon the ability of our subsidiaries incorporated in the PRC to obtain and remit sufficient foreign currency. Our subsidiaries incorporated in the PRC must present certain documents to the designated foreign exchange bank before they can obtain and remit foreign currency out of the PRC (including, in the case of dividends, evidence that the relevant PRC taxes have been paid and, in the case of shareholder loans, evidence of the registration of the loan with the State Administration for Foreign Exchange). There can be no assurance that our subsidiaries incorporated in the PRC will not encounter difficulty in the future when undertaking these activities. If our subsidiaries in the PRC are unable to remit dividends to us, we could be unable to make payment of interest on and principal of our indebtedness.Statements

~~Currency~~This ~~fluctuations~~current ~~and~~report ~~restrictions on~~contains ~~currency~~forward-looking ~~exchange~~statements ~~may~~relating ~~adversely~~to ~~affect~~future events or our ~~business~~future financial performance. In some cases, ~~including~~you ~~limiting~~can ~~our~~identify ~~ability~~forward-looking tostatements ~~convert~~by ~~Chinese~~terminology ~~Renminbi~~such ~~into~~as ~~foreign currencies~~"may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, ifuncertainties ~~Chinese~~and ~~Renminbi~~other ~~were~~factors which may cause our or our industry's actual results, levels of activity or performance to ~~decline~~be inmaterially ~~value~~different from any future results, ~~reducing~~levels ~~our~~of ~~revenue~~activity inor USperformance ~~Dollar~~expressed ~~terms~~or implied by these forward-looking statements.

~~Our~~Although ~~reporting~~we ~~currency is~~believe that the USexpectations ~~Dollar~~reflected ~~and our operations~~ in ~~China~~the ~~use~~forward-looking ~~their~~statements ~~local currency as their functional currencies. Part of our revenue and expenses in China~~ are ~~in the Chinese currency~~reasonable, ~~the~~we ~~Renminbi. We~~cannot ~~are~~guarantee ~~subject~~future toresults, ~~the~~levels ~~effects~~ of ~~exchange~~activity ~~rate~~or ~~fluctuations with respect to any of these currencies~~performance. ~~For~~ You ~~example,~~should ~~the~~not ~~value~~place ofundue ~~the~~reliance ~~Renminbi depends to a large extent~~ on ~~Chinese~~these ~~government policies~~statements, ~~and~~which ~~China’s~~speak ~~domestic~~only ~~and international economic and political developments,~~ as ~~well~~of asthe ~~supply~~date ~~and~~that ~~demand~~they inwere ~~the local market~~made. ~~Since~~ These ~~1994,~~cautionary ~~the~~statements ~~official~~should ~~exchange~~be ~~rate~~considered ~~for~~with ~~the~~any ~~conversion~~written ofor ~~the~~oral ~~Renminbi~~forward-looking tostatements ~~the~~that USwe ~~Dollar~~may ~~had~~issue ~~generally~~in ~~been stable and~~ the ~~Renminbi had appreciated slightly against the US Dollar~~future. InExcept ~~July~~as ~~2005,~~required ~~the~~by ~~Chinese~~applicable ~~government~~law, ~~changed its~~including ~~policy of pegging~~ the ~~value~~securities laws of the ~~Renminbi~~United ~~to the US Dollar. Under this policy~~States, ~~which~~we ~~was~~do ~~halted~~not inintend ~~2008 due~~ to ~~the~~ ~~worldwide~~update ~~financial~~any ~~crisis, the Renminbi was permitted to fluctuate within a narrow and managed band against a basket~~ of ~~certain foreign currencies. In June 2010,~~ the ~~Chinese~~forward-looking ~~government~~statements ~~announced its intention~~ to ~~again~~conform ~~allow~~these ~~the~~statements ~~Renminbi~~ to ~~fluctuate within~~actual ~~the 2005 parameters. It is possible that the Chinese government could adopt an even more flexible currency policy~~results, ~~which~~ ~~could~~later ~~result~~events inor ~~more~~circumstances ~~significant fluctuation of Renminbi against the US Dollar,~~ or itto ~~could~~reflect ~~adopt a more restrictive policy. We can offer no assurance that~~ the ~~Renminbi~~occurrence ~~will~~of beunanticipated ~~stable against the US Dollar or any other foreign currency~~events.

~~Our~~In ~~financial~~this ~~statements are~~report ~~translated~~unless ~~into~~otherwise ~~US Dollars at the average exchange rates in each applicable period. To the extent the US Dollar strengthens against foreign currencies~~specified, ~~the~~all ~~translation~~dollar ofamounts these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the US Dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are ~~also~~expressed ~~exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign consolidated subsidiaries into US Dollars~~ in ~~consolidation. If there~~United isStates adollars change in foreign currency exchange rates, the conversion of the foreign consolidated subsidiaries’ financial statements into US Dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we have certain assets and ~~liabilities~~all ~~that~~references ~~are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead~~ to a“common ~~transaction~~shares” ~~gain~~refer ~~or loss. We have not entered into agreements or purchased instruments~~ to ~~hedge our exchange rate risks, although we may do so in~~ the ~~future. The~~common ~~availability~~shares ~~and effectiveness~~ of ~~any hedging transaction may be limited and we may not be able to hedge~~ our ~~exchange~~capital ~~rate risks~~stock.

The ~~cyclical~~management’s ~~nature~~discussion and analysis of ~~the~~our ~~telecommunication~~ financial condition and ~~computer~~results ~~industry~~of ~~could~~operations ~~adversely~~are ~~affect~~based upon our ~~results~~financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of ~~operation~~America ("GAAP").

~~Our~~Results ~~results~~ of operations are and will continue to be affected by the cyclical nature of the telecommunication and computer industry in the PRC. Our products pricing, inventory and accounts receivable are affected by, among other factors, supply and demand of comparable products, interest rates, inflation, the rate of economic growth, tax laws and political and economic developments in the PRC. We cannot assure you that the products can be sold. In addition, additional supply of new products are scheduled for completion over the next few months and years in the PRC. This additional supply could also adversely affect trade products sales as well as the inventory and credit policies.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 following tables set forth the comparison of the audited consolidated statements of operations data for the year ended December 31, 2015 and 2014 and should be read in conjunction with our financial statements and the related notes appearing elsewhere in this document.

The results of the continuing operations are as follows:

	Year Ended December 31,
	2015			2014		Difference
Revenue	$	-		$	-	$	-

Operating expenses
Depreciation		20,070			-		20,070
Exploration expenses		334,182			-		334,182
Professional fees		466,069			-		466,069
General and administrative expenses		4,631,046			-		4,631,046
Total operating expenses		(5,451,367	)		-		(5,451,367	)

Other expenses (income)
Interest expenses		(1,195,235	)		-		(1,195,235	)
Interest income		5,317			-		5,317
Impairment of goodwill		(604,163,185	)		-		(604,163,185	)
Loss on debt settlement		(105,233,144	)		-		(105,233,144	)
Gain on debt forgiveness		255,690			-		255,690
Other Income (expenses)		(710,330,557	)		-		(710,330,557	)

Net Income (loss) from continuing operations		(715,781,924	)		-		(715,781,924	)

~~Risks~~The ~~Related~~results toof ~~Our~~the ~~Common~~discontinued ~~Stock~~operations are as follows:

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act of 2002 may result in actions filed against us by regulatory agencies or in a reduction in the price of our common stock.

	Year Ended December 31,
	2015			2014			Difference
Net sales	$	-		$	1,013,241		$	(1,013,241	)
Costs of sales		-			1,113,533			(1,113,533	)
Gross profit (loss)		-			(100,292	)		100,292


Operating Expenses
Selling and distribution costs		-			118,365			(118,365	)
General and administrative expenses		-			409,106			(409,106	)
Total operating expenses		-			527,471			(527,471	)

Income (loss) from operation		-			(627,763	)		627,763

Other income (expenses)		(73,909	)		12,726,285			(12,800,194	)

Income (loss) from discontinued operations		(73,909	)		12,098,522			(12,172,431	)

WeComparison ~~are required to maintain effective internal control over financial reporting under the Sarbanes Oxley Act~~ of 2002 and related regulations. Any material weakness in our internal control over financial reporting that needs to be addressed, or disclosure of a material weakness in management’s assessment of internal control over financial reporting, may reduce the ~~price~~Years ofEnded our common shares because investors may lose confidence in our financial reporting. Our failure to maintain effective internal control over financial reporting could also lead to actions being filed against us by regulatory agencies. We identified material weaknesses in internal control over financial reporting as more fully discussed in Controls and Procedures at Item 9A of our Annual Report as of December 31, ~~2014.~~ ~~Currently,~~2015 we have plans for certain remediation actions, but they will take time to implement because of their cost. There can be no assurance when remediation will be completed, if at all. Therefore, future reports may have statements indicating that our controls and procedures are not effective. We cannot assure you that even if we remediate our internal control over financial reporting relating to the identified material weaknesses that it will establish the effectiveness of our internal control over financial reporting or that we will not be subject to material weaknesses in the future.2014

~~Our~~The ~~major~~Company ~~stockholder~~did ~~controls~~not ~~our~~generate ~~business, and~~any ~~could~~revenue ~~delay,~~in ~~deter~~the orfiscal ~~prevent~~years aended ~~change~~December of31, ~~control~~2015 orand ~~other business combination~~2014.

~~One~~Exploration shareholder, Mr. Yang, Chairman of the Board of Directors, holds approximately 67.1% of our outstanding Common Stock. By virtue of his stock ownership, Mr. Yang will control all matters submitted to our board and our stockholders, including the election of directors, and will be able to exercise control over our business, policies and affairs. Since he has substantial voting power, he could cause us to take actions that we would not otherwise consider, or could delay, deter or prevent a change of control or other business combination that might otherwise be beneficial to our stockholders.Expenses

~~Our~~During ~~stock~~the ~~price~~year ~~has~~ended ~~been~~December ~~volatile~~31, ~~and may~~2015 ~~fluctuate~~the Company incurred $334,182 in exploration expenses (2014- $Nil) with respect to our newly acquired business operations in the ~~future.~~oil and gas sector.

~~There~~Professional has been significant volatility in the market prices of publicly traded shares in computer related companies, including ours. From September 30, 2003, the effective date of the reverse-acquisition of Atlantic, to December 31, 2014, the closing price of our Common Stock fluctuated from a per share high of $3.00 to a low of $0.01 per share. The share price of our Common Stock may not remain at or exceed current levels. The market price for our Common Stock, and for the stock of electronic companies generally, has been highly volatile. The market price of our Common Stock may be affected by: (1) incidental level of demand and supply of the stock; (2) daily trading volume of the stock; (3) number of public stockholders in our stock; (4) fundamental results announced by Usmart; and (5) any other unpredictable and uncontrollable factors.Fees

IfDuring ~~additional~~the ~~authorized~~year ~~shares~~ended ofDecember ~~our Common~~31, ~~Stock~~2015 ~~available~~the ~~for~~Company ~~issuance~~incurred or$466,069 ~~shares~~respectively ~~eligible~~in professional fees paid for ~~future~~legal, ~~sale~~accounting, ~~were~~audit ~~introduced~~and ~~into~~other ~~the~~professional ~~market,~~expense itcompared ~~could~~to ~~hurt~~$Nil ~~our~~in ~~stock price.~~the prior comparative period.

WeThe ~~are~~Company ~~authorized~~ expects to ~~issue~~continue ~~50,000,000~~to ~~shares~~incur ofsubstantive ~~Common~~additional ~~Stock.~~professional Asfees ofas ~~April~~we ~~15,~~move ~~2015,~~to ~~there~~evaluate ~~were~~recently 39acquired resource based assets,~~684,495~~ ~~shares~~negotiate ofagreements ~~our~~with ~~Common~~third ~~Stock~~parties ~~issued~~to monetize these assets and ~~outstanding~~undertake financings to meet our operational overhead and planned exploration expenses.

~~Currently,~~General ~~outstanding shares~~and ofAdministrative Common Stock are eligible for resale. We are unable to estimate the amount, timing or nature of future sales of outstanding Common Stock. Sales of substantial amounts of the Common Stock in the public market by these holders or perceptions that such sales may take place may lower the Common Stock’s market price.expenses

IfDuring ~~penny~~the ~~stock~~year ~~regulations~~ended ~~impose~~December ~~restrictions on~~31, 2015 the ~~marketability~~Company ofincurred ~~our~~general ~~Common~~and ~~Stock~~administrative expenses of $4,631,046 as compared to $Nil in the ~~ability~~prior ofcomparative ~~our~~period. General ~~stockholders~~and toadministrative ~~sell~~expenses ~~shares~~include oftravel ~~our~~and ~~stock~~entertainment ~~could~~expense, beoffice ~~impaired.~~expense, rent and other overhead, transfer agent and filing fees and fees paid to consultants.

~~The~~Other SEC has adopted regulations that generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share subject to certain exceptions. Exceptions include equity securities issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for more than three years, or (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years. Unless an exception is available, the regulations require that prior to any transaction involving a penny stock, a risk of disclosure schedule must be delivered to the buyer explaining the penny stock market and its risks. Our Common Stock is currently trading at under $5.00 per share. Although we currently fall under one of the exceptions, if at a later time we fail to meet one of the exceptions, our Common Stock will be considered a penny stock. As such the market liquidity for the Common Stock will be limited to the ability of broker-dealers to sell it in compliance with the above-mentioned disclosure requirements.Expenses

During the year ended December 31, 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 $1,195,235 in respect of certain convertible notes payable, including amortization of the debt discount. We also recorded interest income of $5,317 in regard to certain loans and advances receivable, with no similar expenses in the prior comparative three and nine month periods.

Discontinued operation

Net sales and costs of sales from discontinued operations totaled $nil in the year ended December 31, 2015, compared to net sales of $1,013,241 and costs of sales of $1,113,533 in the year ended December 31,2 014. Expenses from discontinued operations totaled $nil in the year ended December 31, 2015 (net income of $12,726,285 – 2014 as a result of a gain on the disposal of certain assets).

You should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

• Control of the market for the security by one or a few broker-dealers;

• “Boiler room” practices involving high-pressure sales tactics;

• Manipulation of prices through prearranged matching of purchases and sales;

• The release of misleading information;

• Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

• Dumping of securities by broker-dealers after prices have been manipulated to a desired level, for which hurts the price of the stock and causes investors to suffer from loss.

We are aware of the abuses that have occurred in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent such abuses with respect to our Common Stock.

Section 203 of the Delaware General Corporation Law may deter a third party from acquiring us.

Section 203 of the Delaware General Corporation Law prohibits a merger with a 15% shareholder within three years of the date such shareholder acquired 15%, unless the merger meets one of several exceptions. The exceptions include, for example, approval by two-thirds of the shareholders (not counting the 15% shareholder), or approval by the Board prior to the 15% shareholder acquiring its 15% ownership. This provision makes it difficult for a potential acquirer to force a merger with or takeover of the Company, and could thus limit the price that certain investors might be willing to pay in the future for shares of our Common Stock.

Item 1B. Unresolved Staff Comments

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. Properties

After the disposal of ACL Holdings on September 30, 2014, the Company does not own any properties directly or indirectly

Item 3. Legal Proceedings

We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any material legal proceedings as of the date of this report.

Item 4. Mine Safety Disclosure

Not Applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

	High		Low
Fiscal Year ended December 31, 2014:
Quarter ended December 31, 2014	$	0.02	$	0.01
Quarter ended September 30, 2014	$	0.01	$	0.01
Quarter ended June 30, 2014	$	0.02	$	0.01
Quarter ended March 31, 2014	$	0.03	$	0.01
Fiscal Year ended December 31, 2013:
Quarter ended December 31, 2013	$	0.15	$	0.01
Quarter ended September 30, 2013	$	0.07	$	0.03
Quarter ended June 30, 2013	$	0.80	$	0.07
Quarter ended March 31, 2013	$	0.13	$	0.07

Stock price information has been derived from Yahoo Finance. Such quotations reflect inter-dealer bids, without retail mark-up, mark-down or commissions, and may not reflect actual transactions.

As of April 15, 2015, the last reported sale price of our Common Stock, as reported by Yahoo Finance, was $0.013 per share.

As of April 15, 2015, there were approximately 450 holders of record of our Common Stock.

Dividend Policy

Since our recapitalization with Atlantic, effective September 30, 2003, we have never paid cash dividends on our Common Stock. We currently anticipate that we will retain all available funds for use in the operation and expansion of our business, and do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information

2006 STOCK OPTION PLAN

On March 31, 2006, the Board of Directors adopted the 2006 Equity Incentive Stock Plan (the “Plan”) and the majority stockholder approved the Plan by written consent. The purpose of the Plan is to provide additional incentive to employees, directors and consultants and to promote the success of the Company’s business. The Plan permits the Company to grant both incentive stock options (“Incentive Stock Options” or “ISOs”) within the meaning of Section 422 of the Internal Revenue Code (the “Code”), and other options which do not qualify as Incentive Stock Options (the “Non- Qualified Options”) and stock awards.

Unless earlier terminated by the Board of Directors, the Plan (but not outstanding options) terminates on March 31, 2016, after which no further awards may be granted under the Plan. The Plan is administered by the full Board of Directors or, at the Board of Director’s discretion, by a committee of the Board of Directors consisting of at least two persons who are “disinterested persons” defined under Rule 16b-2(c)(ii) under the Securities Exchange Act of 1934, as amended (the “Committee”).

Recipients of options under the Plan (“Optionees”) are selected by the Board of Directors or the Committee. The Board of Directors or Committee determines the terms of each option grant, including (1) the purchase price of shares subject to options, (2) the dates on which options become exercisable and (3) the expiration date of each option (which may not exceed ten years from the date of grant). The minimum per share purchase price of options granted under the Plan for Incentive Stock Options and Non-Qualified Options is the fair market value (as defined in the Plan) on the date the option is granted.

Optionees will have no voting, dividend or other rights as stockholders with respect to shares of Common Stock covered by options prior to becoming the holders of record of such shares. The purchase price upon the exercise of options may be paid in cash, by certified bank or cashier’s check, by tendering stock held by the Optionee, as well as by cashless exercise either through the surrender of other shares subject to the option or through a broker. The total number of shares of Common Stock available under the Plan, and the number of shares and per share exercise price under outstanding options will be appropriately adjusted in the event of any stock dividend, reorganization, merger or recapitalization or similar corporate event.

The Board of Directors may at any time terminate the Plan or from time to time make such modifications or amendments to the Plan as it may deem advisable and the Board of Directors or Committee may adjust, reduce, cancel and re-grant an unexercised option if the fair market value declines below the exercise price except as may be required by any national stock exchange or national market association on which the Common Stock is then listed. In no event may the Board of Directors, without the approval of stockholders, amend the Plan if required by any federal, state, local or foreign laws or regulations or any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where options or stock purchase rights are granted under the Plan.

Subject to limitations set forth in the Plan, the terms of option agreements will be determined by the Board of Directors or Committee, and need not be uniform among Optionees.

As of December 31, 2014, there were no options outstanding under the Plan.

Item 6. Selected Financial Data

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other portions of this report contain forward-looking information that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated by the forward-looking information. Factors that may cause such differences include, but are not limited to, availability and cost of financial resources, product demand, market acceptance and other factors discussed in this report under the heading “Risk Factors.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s financial statements and the related notes included elsewhere in this report.

Overview

Corporate Background

Executive Summary

In 2014, our major sales came from selling memory products, and manufacturing and selling smartphone products.

· Net sales for the year ended December 31, 2014 decreased 98.6% to $1.01 million compared to the same period in 2013.

o Gross profit margin for the year ended December 31, 2014 decreased 10.21% to -9.90% compared to the same period in 2013.

· Gross profit for the year ended December 31, 2014 decreased 144.5% to a gross loss of 0.1 million compared to the same period in 2013.

o Gross profit margin for the year ended December 31, 2014 decreased 10.21% to -9.90% compared to the same period in 2013.

· Net profit for the year ended December 31, 2014 increased 1,190.2% to $12.06 million compared to the same period in 2013.

o General and administrative expenses for the year ended December 31, 2014 decreased 90.0% to $0.45 million compared to the same period in 2013.

o Income from the disposal of subsidiary shareholdings amounted for $12.73 million for the year 2014.

· On September 30, 2014, the Company disposed all of the equity interest held in ACL International Holdings Limited (“ACL Holdings”).

Results of Operations

The following table sets forth the comparison of the audited consolidated statements of operations data for the year ended December 31, 2014 and 2013 and should be read in conjunction with our financial statements and the related notes appearing elsewhere in this document.

	Year Ended December 31,
	2014			2013			Difference		Percentage Increase
Net sales	$	1,013,241		$	72,175,289		$	-71,162,048		-98.6	%
Cost of sales		(1,113,533	)		(71,949,939	))		70,836,406		98.5	%
Gross profit		(100,292	)		225,350			-325,642		-144.5	%
Operating expenses
Sales and marketing		118,365			154,014			-35,649		-23.1	%
General and administrative		447,850			4,906,299			-4,458,449		-90.9	%
Total operating expenses		566,215			5,060,313			-4,494,098		-88.8	%
Income (loss) from operations		(666,507	)		(4,834,963	)		4,168,456		86.2	%
Other expenses (income)		(12,726,285	)		8,934,360			21,660,645		242.4	%
Income (loss) before income taxes provision		12,059,778			(13,769,323	)		25,829,101		187.6	%
Income taxes provision		-			(21,887	)		21,887		100.0
Net (loss) income	$	12,059,778		$	(13,791,210	)	$	25,850,988		187.4	%

The following table sets forth key components as a percentage of net revenue for the year ended December 31, 2014 and 2013

	Year Ended December 31,
	2014			2013
Net sales		100.0	%		100.00	%
Cost of sales		(109.90	)%		(99.69	)%
Gross profit		(9.90	)%		0.31	%
Operating expenses
Sales and marketing		(11.68	)%		(0.21	)%
General and administrative		(44.20	)%		(6.80	)%
Total operating expenses		(55.88	)%		(7.01	)%
Income (loss) from operations		(65.78	)%		(6.70	)%
Other income (expenses)		1,256.00	%		(12.38	)%
Income (loss) before income taxes provision		1,190.22	%		(19.08	)%
Income taxes provision		-	%		(0.03	)%
Net (loss) income		1,190.22	%		(19.11	)%

Comparison of the Years Ended December 31, 2014 and 2013

Net Sales

Net sales consist of product sales, net of returns and allowances and any recoveries from sales of previously written down inventories. Net sales are recognized upon the transfer of legal title of the products to the customers. The quantity of products the Company sells fluctuates with changes in demand from its customers. Net sales for the fiscal year 2014 were $1,013,241, down $71,162,048 or 98.6% from $72,175,289 in the 2013 fiscal year. This reduction was due to the Company disposed all of the equity interest held in ACL Holdings on September 30, 2014.

Cost of Sales

Cost of sales is comprised of costs of goods purchased from our supplier, costs of manufacturing, assembly and testing of our products, and associated costs related to manufacturing support and quality assurance personnel, as well as provision for excess and obsolete inventories. The Company’s cost of sales, as a percentage of net sales, amounted to approximately 109.9% for the year ended December 31, 2014 and approximately 99.7% for the year ended December 31, 2013. Cost of sales decreased by $70,836,406 or 98.5%, from $71,949,939 for the year ended December 31, 2013 to $1,113,533 for the year ended December 31, 2014. The decrease was mainly due to the Company disposed all of the equity interest held in ACL Holdings on September 30, 2014.

Gross Profit

Gross profit is net sales less cost of sales and is affected by a number of factors, including competitive pricing, product mix, foundry pricing, cost of test and assembly services, manufacturing yields and provision for excess and obsolete inventories. The Company’s gross loss for the fiscal year 2014 was $100,292, a decrease of $325,642 or 144.5%, from $225,350 in the fiscal year 2013. Gross profit margin for fiscal year 2014 decreased to -9.90% from 0.31% in fiscal year 2013. These results were due to the reason mentioned above.

Sales and Marketing Expenses

Sales and marketing expenses consists primarily of associated costs for sales and marketing, commissions, promotional activities, freight shipments, and marine insurance. Sales and marketing expenses decreased by $35,649, or 23.1%, from $154,014 for the year ended December 31, 2013 to $118,365 for the year ended December 31, 2014. These results were due to the same reason mentioned above.

General and Administrative Expenses

General and administrative expenses consists primarily of compensation (including stock-based compensation) and associated costs for administrative personnel, professional fees including audit and other business registration fee, and director and officer insurance. General and administrative expenses decreased by $4,458,449 or 90.0% from $4,906,299 for the year ended December 31, 2013 to $447,850 for the year ended December 31, 2014. The decrease was mainly due to the Company disposed all of the equity interest held in ACL Holdings on September 30, 2014.

Income (Loss) from Operations

Loss from operations was $666,507 for the year ended December 31, 2014 compared to loss of $4,834,963 for the year ended December 31, 2013, a decrease of $4.2 million. The decrease was mainly due to the Company disposed all of the equity interest held in ACL Holdings on September 30, 2014.

Other Expenses (Income)

Other expenses (income) consists primarily of rental income, management and service income, interest income, interest expenses, and profits/(loss) on disposals of assets and investments. Other income increased by $21,660,645 or 242.4% from a net other expense of $8,934,360 for the year ended December 31, 2013 to a net other income of $12,726,285 for the year ended December 31, 2014. The decrease was mainly due to the income derived from the Company disposed all of the equity interest held in ACL Holdings on September 30, 2014.

Interest Expense

Interest expense, including finance charges, relates primarily to borrowings from our bank and a third party. Interest expense decreased $1,041,095 or 100%, from interest expense of $1,041,095 in the year ended December 31, 2013, to $Nil in the year ended December 31, 2014. These changes were mainly due to the Company disposed all of the equity interest, including the loans liabilities, held in ACL Holdings on September 30, 2014.

Income Taxes Provision

The Company is subject to income tax in the U.S., Hong Kong and PRC. Income tax provision for the year ended December 31, 2014 was $Nil, a decrease of $21,887 or100.0% from $21,887 for the year ended December 31, 2013. This decrease was an adjustment on the prior year estimated Hong Kong corporate income taxes payable by Atlantic. The effective income tax rate is 0% for 2014 as compared to 0.03% for 2013. The Company did not have any interest or penalty not to recognize in the income statements for the year ended December 31, 2014 and December 31, 2013 or the balance sheet, as of December 31, 2014 and December 31, 2013.

Net (loss) Income

As a result of the foregoing, the Company recorded a consolidated net income of $12,059,778 for the fiscal year 2014, up $25,850,988 or 187.4%, from a net loss of $13,791,210 in the fiscal year 2013. This was resulted by the disposal of the equity interest held in ACL Holdings on September 30, 2014.

Critical Accounting Policies

The ~~U.S.~~preparation ~~Securities and~~of ~~Exchange~~our ~~Commission~~financial ~~(“SEC”)~~statements ~~recently~~requires ~~issued~~management ~~Financial~~to ~~Reporting~~make ~~Release~~estimates ~~No.~~and ~~60,~~assumptions ~~“Cautionary~~that ~~Advice Regarding~~affect ~~Disclosure~~the ~~About~~reported ~~Critical~~amounts ~~Accounting~~of ~~Policies”~~assets ~~(“FRR~~and ~~60”),~~liabilities ~~suggesting~~and ~~companies~~the ~~provide additional~~ disclosure ~~and~~of ~~commentary~~contingent onassets ~~their~~and ~~most~~liabilities ~~critical~~at ~~accounting policies. In FRR 60,~~ the ~~SEC~~date ~~defined~~of the ~~most~~financial ~~critical~~statements ~~accounting~~and ~~policies as~~ the ~~ones~~reported ~~that~~amounts ~~are~~of ~~most~~revenues ~~important~~and toexpenses during the ~~portrayal~~reporting ofperiod. aOn ~~company’s~~an ~~financial~~on-going ~~condition and operating results~~basis, ~~and require~~ management toevaluates ~~make~~ its ~~most~~estimates ~~difficult~~ and ~~subjective~~ judgments, ~~often~~which asare abased ~~result~~on ofhistorical ~~the~~experience ~~need~~and toon ~~make~~various ~~estimates~~other offactors ~~matters~~ that are ~~inherently~~believed ~~uncertain.~~to ~~Based~~be onreasonable ~~this~~under ~~definition,~~the ~~our~~circumstances. ~~most~~The ~~critical~~results ~~accounting~~of ~~policies~~their ~~include:~~evaluation ~~inventory~~form ~~valuation,~~the ~~which~~basis ~~affects cost~~for ofmaking ~~sales~~judgments ~~and~~about ~~gross~~the ~~margin;~~carrying ~~policies~~values ~~for~~of ~~revenue~~assets ~~recognition,~~and ~~allowance~~liabilities. ~~for~~Actual ~~doubtful~~results ~~accounts,~~may ~~and~~differ ~~stock-based~~from ~~compensation. The~~these ~~methods,~~ estimates ~~and~~under ~~judgments~~different weassumptions ~~use~~and incircumstances. ~~applying~~Our ~~these~~significant ~~most critical~~ accounting policies ~~have~~are amore ~~significant~~fully ~~impact~~discussed onin ~~our results~~Note we2 ~~report~~to in our ~~consolidated~~Audited ~~financial~~Financial ~~statements~~Statements contained herein.

Revenue Recognition

The Company derives revenues from resale of computer memory products, sale of self-manufacture products, and sale of research and development products. The Company recognizes revenue in accordance with the ASC 605 “Revenue Recognition”. Under ASC 605, revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services are rendered, the sales price is determinable, and collectability is reasonably assured. Revenue typically is recognized at time of shipment. Sales are recorded net of discounts, rebates, and returns, which historically were not material

Impairment of Long-Lived Assets

We account for impairment of property, plant and equipment in accordance with FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. During the reporting years, there was no impairment loss incurred. Competitive pricing pressure and changes in interest rates, could materially and adversely affect our estimates of future net cash flows to be generated by our long-lived assets.

Inventory Valuation

Our policy is to value inventories at the lower of cost or market on a part-by-part basis. In addition, we write down unproven, excess and obsolete inventories to net realizable value. This policy requires us to make a number of estimates and assumptions including market and economic conditions, product lifecycles and forecast demand for our product to value our inventory. To the extent actual results differ from these estimates and assumptions, the balances of reported inventory and cost of products sold will change accordingly. Since Aristo supplies different generations of computer related products, older generation products will move slowly owing to lower market demand. According to the management experience and estimation on the actual market situation, old generation products carrying on hand for ten years will have no re-sell value. Therefore, these inventories on hand over ten years will be written off by Aristo immediately.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Our allowance for doubtful accounts is based on our assessment of the collectability of specific customer accounts, the aging of accounts receivable, our history of bad debts, and the general condition of the industry. If a major customer’s credit worthiness deteriorates, or our customers’ actual defaults exceed our historical experience, our estimates could change and impact our reported results.

Liquidity and Capital Resources

Our principal sources of liquidity are cash from operations, bank lines of credit and credit terms from suppliers. Our principal uses of cash have been for operations and working capital. We anticipate these uses will continue to be our principal uses of cash in the future.

As of December 31, 2014, the Company had no lines of credit and loan facilities available for drawdown as short-term loans repayable within 90 days due to the disposal of ACL Holdings on September 30, 2014. Detailed disclosures regarding our outstanding credit facilities are set forth in Notes 7 and 8 of the Notes to Consolidated Financial Statements, including the amounts of the facilities, outstanding balances, interest rates, maturity periods (for long term loans) and pledge of assets.

Our ability to draw down under our various credit and loan facilities is, in each case, subject to the prior consent of the relevant lending institution to make advances at the time of the requested advance and each facility (other than with respect to certain long term mortgage loans) is payable within 90 days of drawdown. Accordingly, on a case by case basis, we may elect to terminate or not renew several of our credit facilities if significant reduction in our available short term borrowings that we do not deem it is commercially reasonable.

AsAt of December 31, ~~2014~~ 2015, ~~the~~we ~~Company~~had ~~has~~ total current assets of $~~128~~41,078 including $16,825 cash on hand, interest receivable of $10,255, and other current ~~liabilities~~assets of $~~448~~13,~~055.~~998, ~~This~~as ~~raises~~compared ~~substantial~~to ~~doubt~~$Nil ~~about~~total ~~the Company’s~~current ~~ability~~assets toin ~~continue~~the ascomparative aperiod ~~going~~ended ~~concern~~December 31, 2014. Current Weliabilities ~~will~~from ~~continue~~continuing tooperations ~~seek~~totaling ~~additional~~$3,052,456 ~~sources~~at ofDecember ~~available~~31, ~~financing~~2015 oninclude ~~acceptable terms;~~$1,277,786 ~~however~~from accounts payable and accrued liabilities, ~~there~~$585,510 ~~can~~in beadvances nofrom ~~assurance~~third ~~that~~parties, we$675,000 ~~will~~in beconvertible ~~able~~notes topayable, ~~obtain~~net, ~~the~~$34,160 ~~necessary~~in ~~additional~~loans ~~capital~~payable, ondeferred arevenue ~~timely~~of ~~basis~~$350,000, ~~or on~~$50,000 ~~acceptable~~in ~~terms~~liability for unissued shares and $80,000 ifin atdeposit ~~all.~~for Instock ~~addition~~option, ifcompared ~~the~~to ~~results~~$Nil ~~are~~current ~~negatively~~liabilities ~~impacted~~from ~~and~~continuing ~~delayed~~operations asat aDecember ~~result~~31, 2014. Presently we rely on advances from third parties, sale of ~~political~~common stock and ~~economic factors~~convertible ~~beyond~~loans ~~management’s~~from ~~control,~~qualified ~~our~~investors ~~capital~~to ~~requirements~~fund ~~may~~our ~~increase~~general operating expenses.

The short-term borrowings from banks and other financial institutions to finance the cash flow required to finance the purchase of products from our suppliers must be made a day in advance of the release of goods from suppliers’ warehouse before receiving payments from customers upon physical delivery of such goods in Hong Kong which, in most instances, take approximately two days from the date of such delivery.

The following factors, among others, could have a negative impact on the Company’s results of operations and financial position: the termination or change in terms of the banking facilities; pricing pressures in the industry; a continued downturn in the economy in general or in the memory products sector; an unexpected decrease in demand for certain memory products; the Company’s ability to attract new customers; an increase in competition in the related markets; and the ability of some of the Company’s customers to obtain financing.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this report to conform them to actual results or to make changes in our expectations.

Net Cash Provided by Operating Activities

In the year ended December 31, ~~2014~~2015, net cash ~~provided~~used by ~~operating~~continuing activities amounted to $1,~~615~~119,~~830~~526 while net cash used for ~~operating~~continuing activities in the year ended December 31, ~~2013~~2014, amounted to $9nil,~~090,317, an increase of $10,706,147. This increase was primarily due to the disposal of ACL Holdings on September 30, 2014.~~

24In the year ended December 31, 2015, net cash used by discontinued activities amounted to $nil while net cash provided for discontinued activities in the year ended December 31, 2014, amounted to $1,615,830.

Net Cash Provided by Investing Activities

In the year ended December 31, ~~2014~~2015, net cash ~~provided~~used by ~~investing~~continuing activities amounted to $11243,~~738,454~~649 while net cash ~~provided~~used by ~~investing~~continuing activities in the year ended December 31, ~~2013~~2014, amounted to $~~9,745,137, an increase of $1,993,317~~nil. ~~This increase was primarily due to the disposal of ACL Holdings on September 30, 2014.~~

In the year ended December 31, 2015, net cash provided by discontinued activities amounted to $nil while net cash provided for discontinued activities in the year ended December 31, 2014, amounted to $11,738,454.

Net Cash Used for Financing Activities

In the year ended December 31, ~~2014~~2015, net cash ~~used~~provided ~~for~~by ~~financing~~continuing activities amounted to $131,~~585~~380,~~403~~000 while net cash used ~~for~~by ~~financing~~continuing activities in the year ended December 31, ~~2013~~2014, amounted to $~~1,063,163, a decrease of $12,522,240~~nil. ~~This decrease was due to the disposal of ACL Holdings on September 30, 2014.~~

In the year ended December 31, 2015, net cash provided by discontinued activities amounted to $nil while net cash used for discontinued activities in the year ended December 31, 2014, amounted to $13,585,403.

Contractual Obligations

~~The following table presents our contractual obligations as of December 31, 2013 over the next five years and thereafter:~~None.

Payments by Period
	Amount		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Operating Leases	$	1,078,893	$	376,760	$	352,066	$	350,067	$	—
Capital Leases		133,428		75,917		57,511		—		—
Line of credit and notes payable – short-term		3,178,580		3,178,580		—		—		—
Bank Loans		4,760,281		3,475,231		505,656		118,775		660,619
Loan from a third party		7,051,282		641,026		6,410,256		—		—
Total Contractual Obligations	$	16,202,464	$	7,747,514	$	7,325,489	$	468,842	$	660,619

Off-Balance Sheet Arrangements

As of December 31, ~~2014~~ 2015 and ~~2013~~2014, we had no relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off balance sheet arrangements, or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Related Party Transactions

WeTransactions ~~conduct business~~ with ~~several~~Ronald ~~affiliated~~Cormick, ~~companies.~~CEO, ~~All~~Officer ofand ~~the~~Director ~~related party transactions taking place during the reporting periods were conducted in the normal course~~ of ~~business. The prices of products sold to or purchased from these related entities are in~~ the ~~same price ranges as those offered to other non-related customers or purchased from other vendors.~~Company

~~Amounts~~During ~~due~~the ~~from~~fiscal ~~Aristo /~~year ~~Mr.~~ended ~~Yang~~December ~~represented~~31, ~~Aristo~~2015, ~~transactions~~the ~~with~~Company ~~various~~paid ~~related~~$10,000 ~~parties of~~ Mr. ~~Yang~~Ronald Cormick as consulting fees.

~~Effect~~During the period ended December 31, 2015, Mr. Ronald Cormick advanced $320,121 to the Company’s subsidiary TSO. As of ~~Inflation~~December 31, 2015, $409,834 remained on the balance sheets as advances.

WeTransactions ~~believe~~with ~~that~~Ehud ~~our results~~Amir, ofCOO, ~~operations~~Officer ~~are~~and ~~not~~Director ~~dependent~~of ~~upon~~the ~~moderate changes in inflation rates as we expect to be able to pass along component price increases to our customers.~~Company

~~Inflation~~During ~~generally affects~~the usperiod byended ~~increasing~~December ~~costs of raw materials~~31, ~~labor~~2015, ~~and equipment~~Mr. WeEhud doAmir ~~not~~advanced ~~believe~~$6,475 ~~that~~to ~~inflation~~the ~~had~~Company’s ~~any~~subsidiary ~~material~~TSO. ~~effect on~~as ~~our results~~ of ~~operations~~December in31, ~~the~~2015, ~~periods~~$6,475 ~~presented~~was inon ~~our~~the ~~audited~~balance ~~consolidated~~sheets ~~financial~~as ~~statements~~advances.

~~New~~Transactions ~~Accounting~~with ~~Pronouncements~~Haley Manchester, CFO, Officer of the Company

~~See~~During ~~Note~~the 2fiscal toyear ~~consolidated financial~~ended ~~statements~~December ~~included~~31, in2015, ~~Item~~the 8,Company ~~Financial~~paid ~~Statements~~$10,000 ofto ~~this~~Mr. ~~Annual~~Haley ~~Report~~Manchester onas ~~Form~~consulting ~~10-K~~fees.

25Transactions with Larry Eastland, Director of the Company

~~Item~~During 7Athe fiscal year ended December 31, 2015, the Company accrued $150,000 consulting fees from Mr. ~~Quantitative~~Larry ~~and~~Eastland. ~~Qualitative~~As ~~Disclosures~~of ~~about~~December ~~Market~~31, ~~Risk~~2015, $150,000 was on the balance sheets as accounts payable and accrued liabilities.

WeITEM ~~are~~7A. aQUANTITATIVE ~~smaller~~AND ~~reporting company~~QUALITATIVE asDISCLOSURES ~~defined~~ABOUT byMARKET ~~Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.~~RISK

~~Item~~The 8.Company ~~Financial~~is ~~Statements~~a smaller reporting company and ~~Supplementary~~is ~~Data~~not required to provide this information.

~~Attached~~ITEM ~~hereto~~8. FINANCIAL ~~and filed~~STATEMENTS asAND ~~part~~SUPPLEMENTARY ~~of this Annual Report on Form 10-K are our Consolidated Financial Statements, beginning on page F-1.~~DATA

~~Item~~All 9.financial ~~Changes~~information inrequired ~~and~~by ~~Disagreements~~this ~~with~~Item ~~Accountants~~is onattached ~~Accounting~~hereto ~~and~~below ~~Financial~~beginning ~~Disclosure~~on page F-1.

On March 21, 2014 (the “Engagement Date”), the Company’s board of directors approved the engagement of Albert Wong & Co. LLP (“New Auditor”), an independent U.S. CPA firm which is associated with the Company's existing independent accountants, Albert Wong & Co. (“Previous Auditor”), who tendered its resignation on March 21, 2014 (the “Resignation Date”), as the Company’s new independent accountant.17

~~The~~EAGLE ~~report~~MOUNTAIN ofCORPORATION ~~the Previous~~AND Auditor on the Company's consolidated financial statements for the fiscal years ended December 31, 2010 and 2011 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except to note that the Company had numerous significant related parties’ transactions. During the years ended December 31, 2010 and 2011 and through the Resignation Date, there have been no disagreements between the Company and the Previous Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the Previous Auditor’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. During the years ended December 31, 2010 and 2011 and through the Resignation Date, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.SUBSIDIARIES

During the years ended December 31, 2012 and 2011, and any subsequent interim period prior to the Engagement Date, neither the Company nor anyone acting on the Company's behalf consulted the New Auditor with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-F/K/A ~~and~~USmart ~~the~~Mobile ~~related~~Device ~~instructions thereto) or reportable events (as described in Item 304(a)(1)(v) of Regulation S-K)~~Inc.)

~~Item~~REPORT ~~9A.~~AND ~~Controls~~CONSOLIDATED ~~and~~FINANCIAL ~~Procedures~~STATEMENTS

~~Disclosure~~December ~~Controls~~31, ~~and~~2015 ~~Procedures~~AND 2014

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~~Stated ~~“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified~~ in ~~the~~US ~~Securities and Exchange Commission (SEC~~Dollars) 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.

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statement of Changes in Stockholders’ Deficit	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6 to F-18

2618

~~Evaluation~~DCAW 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(eCPA) and 15d-15(e) as of December 31, 2014, 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 below.Limited

~~Management’s~~CERTIFIED ~~Report~~PUBLIC ~~on Internal Control over Financial Reporting~~ACCOUNTANTS

~~The Company's CEO and CFO are responsible for establishing and maintaining adequate internal control over financial reporting~~7/F, asNan ~~defined~~Dao inCommercial Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to the company's management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.Building

In making its assessment of internal control over financial reporting management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control359-~~Integrated~~361 ~~Framework.~~Queen’s ~~Because~~Road ~~of the material weakness described in the following paragraphs~~Central, ~~management~~Hong ~~believes that, as of December 31, 2014, the company's internal control over financial reporting was not effective based on those criteria.~~Kong

~~Management’s evaluation~~Tel ~~was~~: ~~retrospective and conducted as of December 31, 2014, the last day of the fiscal year covered by this Form 10~~852-~~K. Based~~2851 upon management’s evaluation, our CEO and CFO have concluded that our internal controls over financial reporting were not effective as of December 31, 2014 because we have not completed the remediation (discussed elsewhere in this document) for the fiscal year ended December 31, 2014 due to the following material weaknesses:7954

~~Company-level controls.~~Fax: ~~We did not maintain effective company~~852-~~level~~2545 controls as defined in the Internal Control—Integrated Framework published by COSO. These deficiencies related to each of the five components of internal control as defined by COSO (control environment, risk assessment, control activities, information and communication, and monitoring). These deficiencies resulted in more than a remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected. Specifically,4086

·To: ~~Our~~The ~~control~~board ~~environment~~of ~~did~~directors ~~not~~and ~~sufficiently~~stockholders ~~promote~~of ~~effective~~Eagle ~~internal~~Mountain ~~control~~Corporation ~~over~~(F/K/A ~~financial~~USmart ~~reporting~~Mobile ~~throughout~~Device ~~our~~Inc.) ~~organizational structure, and this material weakness was a contributing factor to~~ (“the ~~other material weaknesses described in this Item 9A;~~Company”)

·Report ~~Our board~~ of ~~directors~~Independent ~~had~~Registered ~~not~~Public ~~established~~Accounting ~~adequate financial reporting monitoring activities to mitigate the risk of management override, specifically:~~Firm

–We nohave ~~formally~~audited ~~documented~~the ~~financial~~accompanying ~~analysis~~consolidated ~~was~~balance ~~presented~~sheets toof ~~our~~Eagle ~~board~~Mountain Corporation (F/K/A USmart Mobile Device Inc.) and subsidiaries as of ~~directors~~December 31, ~~specifically~~2015 ~~fluctuation~~and 2014, ~~variance~~and the related consolidated statements of income, ~~trend~~stockholders' ~~analysis~~equity orand ~~business~~cash ~~performance~~flows ~~reviews;~~for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

–We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an ~~effective~~audit ~~whistleblower~~of ~~program~~the ~~had~~Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not ~~been~~for ~~established;~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

–In ~~there~~our ~~was~~opinion, ~~insufficient~~the ~~oversight~~consolidated offinancial ~~external~~statements ~~audit~~referred ~~specifically~~to ~~related~~above topresent ~~fees~~fairly, ~~scope~~in all material respects, the consolidated financial position of ~~activities~~Eagle Mountain Corporation as of December 31, ~~executive~~2015 ~~sessions~~and 2014, and ~~monitoring~~the results of ~~results;~~its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

–The ~~there~~Company's ~~was~~financial ~~insufficient~~statements ~~oversight~~are ofprepared using the generally accepted accounting ~~principle~~principles ~~implementation;~~applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These factors as discussed in Note 18 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

– there was insufficient review of related party transactions; and

Hong Kong	DCAW (CPA) Limited
September 9, 2016	Certified Public Accountants

~~– there was insufficient review of recording of stock transactions.~~F-1

·EAGLE WeMOUNTAIN ~~did~~CORPORATION ~~not~~AND maintained sufficient competent evidence to support the effective operation of our internal controls over financial reporting, specifically related to our board of directors’ oversight of quarterly and annual SEC filings; and management’s review of SEC filings, journal entries, account analyses and reconciliations, and critical spreadsheet controls;SUBSIDIARIES

·(F/K/A WeUSmart ~~had~~Mobile ~~inadequate~~Device risk assessment controls, including inadequate mechanisms for anticipating and identifying financial reporting risks; and for reacting to changes in the operating environment that could have a material effect on financial reporting;Inc.)

·Consolidated ~~There~~Balance ~~was inadequate communication from management to employees regarding the general importance of controls and employees duties and control responsibilities;~~Sheets

	As of December 31, 2015			As of December 31, 2014

ASSETS
Current assets
Cash and cash equivalents	$	16,825		$	-
Interest receivable		10,255			-
Other current assets		13,998			-
Total current assets		41,078			-

Note receivable		258,450			-
Deposit on property (Note 6)		260,000			-
Computers and electronics, net		28,109			-
Intangible assets (Note 6)		2,031,500			-
Assets from discontinued operations (Note 5)		-			128
Total other assets		2,578,059			128

TOTAL ASSETS	$	2,619,137		$	128

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	1,277,786		$	-
Advances		585,510			-
Deferred revenue		350,000			-
Convertible notes, net		675,000			-
Loan payable		34,160			-
Deposit for stock option		80,000
Liability for unissued shares		50,000			-
Total current liabilities		3,052,456			-
					-
Liabilities from discontinued operations		-			448,055

Total liabilities		3,052,456			448,055

Stockholders’ Equity (Deficit)
Series B Convertible Preferred Stock Par value: $0.001, 8,000,000 shares authorized, Nil shares issued and outstanding as of December 31, 2015 and December 31, 2014		-			-
Series C Convertible Preferred Stock Par value: $0.001, 2,100,000 shares authorized, nil shares issued and outstanding as of December 31, 2015 and December 31, 2014		-			-
Series D Convertible Preferred Stock Par value: $0.001, 640,000 shares authorized, nil shares issued and outstanding as of December 31, 2015 and December 31, 2014		-			-
Series E Convertible Preferred Stock Par value: $0.001, 8,000,000 shares authorized, 8,000,000 and nil shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively		8,000			-
Common stock: Par value: $0.001, 500,000,000 shares authorized, 335,365,926 shares issued and outstanding as of December 31, 2015 and December 31, 2014		335,366			2,205	*
Additional paid in capital		719,779,584			4,371,203	*
Exchange reserve		(3,776	)		(1,776	)
Non-controlling interest in earnings of subsidiary		28,674			-
Accumulated deficit		(720,581,167	)		(4,819,559	)
Total stockholders’ equity		(433,319	)		(447,927	)

Total liabilities and stockholders’ equity	$	2,619,137		$	128

·* WeThe ~~had~~number ~~inadequate~~of ~~monitoring~~common ~~controls,~~stocks ~~including~~outstanding ~~inadequate staffing~~ and ~~procedures~~additional topaid ~~ensure~~in ~~periodic~~capital ~~evaluations~~as ofat ~~internal~~Dec ~~controls~~31, to2014 ~~ensure~~are ~~that~~retrospectively ~~appropriate~~restated ~~personnel~~according ~~regularly~~to ~~obtain~~a ~~evidence~~result ~~that~~of ~~controls~~a ~~were~~reverse ~~functioning~~stock ~~effectively~~split ~~and~~during ~~that~~period ~~identified~~ended ~~control~~Jun ~~deficiencies~~30, ~~were remediated in a timely manner;~~2015.

·The Weaccompanying ~~had~~notes anare ~~inadequate number of trained finance and accounting personnel with appropriate expertise in U.S. generally accepted accounting principles. Accordingly, in certain circumstances,~~ an ~~effective~~integral ~~secondary~~part ~~review~~ of ~~technical~~these ~~accounting~~unaudited ~~matters~~consolidated ~~was~~financial ~~not performed;~~statements.

~~· We had inadequate controls over our management information systems related to program changes, segregation of duties, and access controls;~~F-2

·EAGLE MOUNTAIN CORPORATION WeAND had inadequate access and change controls over end-user computing spreadsheets. Specifically, our controls over the completeness, accuracy, validity and restricted access and review of certain spreadsheets used in the period-end financial statement preparation and reporting process were not designed appropriately or did not operate as designed; andSUBSIDIARIES

·(F/K/A WeUSmart ~~were~~Mobile ~~unable~~Device ~~to assess the effectiveness of our internal control over financial reporting in a timely matter~~Inc.)

Financial statement preparation and review procedures. We had inadequate policies, procedures and personnel to ensure that accurate, reliable interim and annual consolidated financial statements were prepared and reviewed on a timely basis. Specifically, we had insufficient: a) levels of supporting documentation; b) review and supervision within the accounting and finance departments; c) preparation and review of footnote disclosures accompanying our financial statements; and d) technical accounting resources. These deficiencies resulted in errors in the financial statements and more than a remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected. In addition, as discussed in Note 2 of Notes to the Consolidated ~~Financial~~ Statements of this Form 10-K, we recently determined that Aristo Technologies Limited (“Aristo”), a related party, has been a variable interest entity under FASB ASC 810-10-25. Consequently, we are consolidating the financial statements of Aristo with those of the Company for the period effective and are restating our previously filed annual and interim financial statements in amended Form 10-Ks for years ended 2007 and 2008 to reflect the disclosure in accordance with ASC 810-10-25.Operations

Inadequate reviews of account reconciliations, analyses and journal entries. We had inadequate review procedures over account reconciliations, account and transaction analyses, and journal entries. Specifically, deficiencies were noted in the following areas: a) management review of supporting documentation, calculations and assumptions used to prepare the financial statements, including spreadsheets and account analyses; and b) management review of journal entries recorded during the financial statement preparation process. These deficiencies resulted in a more than a remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected.

	Year Ended December 31,
	2015			2014

Revenue	$	-		$	-

Operating Expenses
Depreciation		20,070			-
Exploration expenses		334,182			-
Professional fees		466,069			-
General and administrative expenses		4,631,046			-
Total operating expenses		5,451,367			-

Income (loss) from continuing operations		(5,451,367	)		-

Other Income (expenses)
Interest expenses		(1,195,235	)		-
Interest income		5,317			-
Impairment of goodwill		(604,163,185	)		-
Loss on debt settlement		(105,233,144	)		-
Gain on debt forgiveness		255,690			-
Other Income (expenses)		(710,330,557	)		-

Net Income (loss) from continuing operations		(715,781,924	)		-
Net Income (loss) from discontinued operations		(73,909	)		12,059,778
Net Income (loss)	$	(715,855,833)		$	12,59,778

Attributable to:
Non-controlling interest	$	94,225		$	-
Shareholders of the Company	$	(715,761,608	)	$	12,059,778

Net (Loss) Per Common Share – basic and diluted	$	(6.43	)	$	5.47

Weighted average number of shares – basic and diluted		111,357,728			2,205,010	*

~~Inadequate controls~~* ~~over~~The ~~purchases~~number ~~and disbursements. We had inadequate controls over the segregation~~ of ~~duties~~common ~~and~~stocks ~~authorization~~outstanding ~~of purchases,~~ and ~~the~~additional ~~disbursement~~paid ~~of funds. These weaknesses increase the likelihood that misappropriation of assets and/or unauthorized purchases and disbursements could occur and not be detected~~ in acapital ~~timely~~as ~~manner.~~at ~~These~~Dec ~~deficiencies~~31, ~~resulted~~2014 inare ~~errors~~retrospectively inrestated ~~the~~according ~~financial~~to ~~statements and in more than~~ a ~~remote~~result ~~likelihood~~of ~~that~~ a ~~material~~reverse ~~misstatement~~stock ofsplit ~~our~~during ~~annual~~period orended ~~interim~~Jun ~~financial~~30, ~~statements would not be prevented or detected~~2015. ~~Specifically,~~

·The Weaccompanying ~~had~~notes ~~inadequate~~are ~~procedures~~an ~~and~~integral ~~controls~~part ~~to ensure proper segregation~~ of ~~duties~~these ~~within~~unaudited ~~our~~consolidated ~~purchasing~~financial ~~and disbursements processes and accounting systems;~~statements.

~~· We had inadequate procedures and controls to ensure proper authorization of purchase orders; and~~F-3

·EAGLE MOUNTAIN CORPORATION WeAND ~~had inadequate approvals for payment of invoices and wire transfers.~~SUBSIDIARIES

~~This annual~~(F/K/A ~~report~~USmart ~~does~~Mobile ~~not~~Device ~~include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~Inc. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.)

AsConsolidated ofStatements ~~December 31, 2014, we had not completed the remediation~~ of ~~any~~Stockholders’ ~~of these material weaknesses.~~Deficit

We are addressing the outstanding material weaknesses described above, as well as our control environment. We also expect to undertake the following remediation efforts:

	Series B Preferred Stock						Series C Preferred Stock						Series D Preferred Stock						Series E Preferred Stock					Common Stock			Additional		Reserve			Accumulated			Non-Controlling			Total
	Number			Amount			Number			Amount			Number			Amount			Number		Amount		Number		Amount		Paid in Capital					Loss			Interest

Balance, December 31, 2013	-			-			-			-			-			-			-		-			2,205,026		2,205	4,371,203			(1,810	)		(16,879,337	)		-			(12,507,739	)
Issue of capital exchange reserve	-			-			-			-			-			-			-		-			-		-	-			34			-			-			34
Net income (loss)	-			-			-			-			-			-			-		-			-		-	-			-			12,059,778			-			12,059,778
Balance, December 31, 2014	-			-			-			-			-			-			-		-			2,205,026		2,205	4,371,203			(1,776	)		(4,819,559	)		-			(447,927	)
Shares issued for business combination		8,000,000			8,000			2,050,000			2,050			100,000			100		-		-			50,000,000		50,000	603,473,850			-			-			-			603,534,000
Shares issued for debt settlement		-			-			-			-			538,509			539		-		-			-		-	106,559,622			-			-			-			106,560,161
Preferred shares converted		(8,000,000	)		(8,000	)		(2,050,000	)		(2,050	)		(638,509	)		(639	)		8,000,000		8,000		268,850,900		268,851	(266,162	)		-			-			-			-
Shares issued for services		-			-			-			-			-			-			-		-		2,560,000		2,560	3,584,840			-			-			-			3,587,400
Shares issued for private placement		-			-			-			-			-			-			-		-		1,000,000		1,000	99,000			-			-			-			100,000
Shares issued for convertible notes		-			-			-			-			-			-			-		-		8,750,000		8,750	466,250			-			-			-			475,000
Financing costs		-			-			-			-			-			-			-		-		-		-	(30,000	)		-			-			-			(30,000	)
Issue of capital exchange reserve		-			-			-			-			-			-			-		-		2,000,000		2,000	-			(2,000	)		-			-			-
Beneficial conversion feature associated with convertible notes		-			-			-			-			-			-			-		-		-		-	1,150,000			-			-			-			1,150,000
Debt contributed to additional paid in capital		-			-			-			-			-			-			-		-		-		-	370,981			-			-			-			370,981
Minority interest on business combination		-			-			-			-			-			-			-		-		-		-	-			-			-			122,899			122,899
Net income (loss)		-			-			-			-			-			-			-		-		-		-	-			-			(715,761,608	)		(94,225	)		(715,855,833	)
Balance, December 31, 2015		-			-			-			-			-			-			8,000,000		8,000		335,365,926		335,366	719,779,584			(3,776	)		(720,581,167	),		28,674			(433,319	)

·* WeThe ~~plan~~number onof ~~formalizing~~common ~~quarterly~~stocks ~~financial~~outstanding ~~statement~~and ~~variance~~additional ~~analysis~~paid ofin ~~actual~~capital ~~versus~~as ~~budget~~at ~~with~~Dec ~~relevant~~31, ~~explanations~~2014 ofare ~~variances~~retrospective ~~for~~restated ~~distribution~~according to ~~our~~a ~~board~~result of ~~directors~~a reverse stock split during period ended Jun 30, 2015.

28See accompanying notes to the consolidated financial statements

· We are in the process of developing, documenting, and communicating a formal whistleblower program to employees. We expect to post the policy on the Company web site in the governance section and in the common areas in the office. We plan on providing a toll free number for reporting complaints and will hire a specific third party whistleblower company to monitor the hotline and provide monthly reports of activity to our board of directors.F-4

·EAGLE ~~Management~~MOUNTAIN ~~intends~~CORPORATION toAND continue to provide SEC and US GAAP training for employees and retain external consultants with appropriate SEC and US GAAP expertise to assist in financial statement review, account analysis review, review and filing of SEC reports, policy and procedure compilation assistance, and other related advisory services.SUBSIDIARIES

·(F/K/A WeUSmart ~~intend~~Mobile onDevice developing an internal control over financial reporting evidence policy and procedures which contemplates, among other items, a listing of all identified key internal controls over financial reporting, assignment of responsibility to process owners within the Company, communication of such listing to all applicable personnel, and specific policies and procedures around the nature and retention of evidence of the operation of controlsInc.)

·Consolidated WeStatements ~~have restricted access to all financial modules. In order to mitigate the risks~~ of ~~management~~Cash ~~or other override, only authorized persons have edit access to each. We will remove or add authorized personnel as appropriate to mitigate the risks of management or other override; and~~Flows

· We have re-assigned roles and responsibilities, and intend to continue improving segregation of duties.

	Year Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net income (loss) before non-controlling interest	$	(715,855,833)		$	12,059,778
Add: loss from discontinued operations		73,909			(12,059,778)
Adjustments to reconcile net income (loss) to cash used in operation
Depreciation		20,071			-
Impairment of Goodwill		604,163,185			-
Amortization of debt discount		1,150,000			-
Loss on debt settlement		105,233,144			-
Shares issued for services rendered		3,587,400			-
Gain on write-off debt		(255,690)			-
Imputed interest		3,542			-
Changes in current assets and liabilities:
Interest receivable		(5,317)			-
Prepaid expenses		(6,685)			-
Accounts payable and accrued expenses		138,951			-
Deferred revenue		350,000			-
Advances from related parties		283,797
Net cash provided (used) from continuing activities		(1,119,526)			-
Net cash provided (used) from discontinued activities		-			1,615,830
Net cash provided (used) from operating activities		(1,119,526)			1,615,830

Cash flows from investing activities:
Cash and cash equivalents acquired from acquisitions of consolidated companies		130,531			-
Advances of funds to subsidiary before acquisition		(151,000)			-
Loan receivable		(175,000)			-
Computers and electronics		(48,180)			-
Net cash provided (used) from continuing activities		(243,649)			-
Net cash provided (used) from discontinued activities		-			11,738,454
Net cash provided (used) from investing activities		(243,649)			11,738,454

Cash flows from financing activities:
Proceeds from subscription		150,000			-
Proceeds from exercise option		80,000			-
Proceeds from convertible notes		1,150,000			-
Net cash provided (used) from continuing activities		1,380,000			-
Net cash provided (used) from discontinued activities		-			(13,585,403)
Net cash provided (used) from financing activities		1,380,000			(13,585,403)

Net cash flows		16,825			(231,119)

Cash and equivalents, beginning of period		-			231,119
Cash and equivalents, end of period	$	16,825		$	-

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:
Interest receivable	$	4,938		$	-
Other receivable		7,313			-
Note receivable		83,450			-
Deposit on property		260,000			-
Intangible assets		2,031,500			-
Accounts payable and accrued liabilities		(1,061,544	)		-
Advances		(220,131	)		-
Loan payable		(269,400	)		-
Advances from Eagle Mountain Corp		(151,000	)		-
Total:	$	685,126		$	-
Supplemental non-cash financing activities:
Shares issued for services rendered		3,587,400

~~These~~ The ~~specific actions~~accompanying ~~are~~notes ~~part of an overall program that we~~ are ~~currently developing in~~ an ~~effort~~integral topart ~~remediate~~of ~~the~~these ~~material~~unaudited ~~weaknesses~~consolidated ~~described above~~financial statements.

~~Attached as exhibits to this report are certifications of our CEO and CFO, which are required in accordance with Rule 13a~~F-14 of Securities Exchange Act of 1934, as amended. The discussion above in this Item 9A includes information concerning the controls and controls evaluation referred to in the certifications and those certifications should be read in conjunction with this Item 9A for a more complete understanding of the topics presented.5

WeEAGLE MOUNTAIN ~~are committed~~CORPORATION toAND improving our internal control processes and will continue to diligently review our internal control over financial reporting and our disclosure controls and procedures. The failure to implement adequate controls may result in deficient and inaccurate reports under the Exchange Act.SUBSIDIARIES

~~Changes~~(F/K/A inUSmart ~~Internal~~Mobile ~~Control~~Device ~~over Financial Reporting~~Inc.)

~~There~~Notes ~~have~~to ~~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)~~Consolidated ~~during~~Financial ~~the quartered ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Statements

~~Item~~Note 1 Organization ~~9B.~~and ~~Other~~Principal ~~Information~~Activities

~~None~~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.

29The 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 85.39% 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 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 under the terms of the certificates of designation for each of the Series B, C and D preferred stock, each series automatically converted into shares of the Company’s common stock upon the amendment to the Company’s certificate of incorporation becoming effective as set out above. As a result, 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 effective July 17, 2015. These shares were issued on August 24, 2015. The holder of 8,000,000 shares of Class B preferred stock surrendered 40,000,000 shares of common stock upon conversion, which shares were exchanged for 8,000,000 shares of Series E preferred stock.

F-6

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

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, Shale Oil International Inc. (OTC: PINK-SHLE), and its 100% owned 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 December 31, 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-7

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

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 year ended December 31 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-8

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 2 Summary of Significant Accounting Policies (continued)

Loss per Common Share (cont’d)

The Company had the following potential common stock equivalents at December 31, 2015:

Series E Convertible Preferred Stock	40,000,000
Convertible notes	13,580,810

Since the Company reported a net loss at December 31, 2014 and December 31, 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.

Revenue Recognition

The Company's revenue recognition policies are in compliance with FASB ASC 605 Revenue Recognition (formerly SEC Staff Accounting Bulletin (SAB) 104). Revenue is recognized when services are rendered to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

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 $3,060,658 at December 31, 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-9

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

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 includes:

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		(112,007	)	-		(112,007	)
Accrued expenses on exploration		(838,350	)	-		(838,350	)
Accrued liabilities		(21,000	)	--		(21,000	)
Accrued interest		(90,187	)	--		(90,187	)
Advances		(220,131	)	--		(220,131	)
Loan payable		(269,400	)	--		(269,400	)
Advances from Eagle Mountain Corp		(151,000	)	--		(151,000	)
Total		817,190		--		817,190
Minority interest						(119,358	)
Total consideration						697,832

F-10

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 4 Acquisition (continued)

Satisfied:			$
Add: Issuance of various classes of preferred convertible shares of Eagle Mountain Corp. based on quoted market value of common stock issuable as at transaction date.			603,534,000
Assumed convertible notes			1,327,017
Total:			604,861,017

Goodwill			604,163,185

Upon review, the Company has fully impaired the Goodwill on the transaction date.

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.

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 December 31, 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 December 31, 2015		As of December 31, 2014

ASSETS
Current assets
Accounts receivable	$	-	$	-
Other current assets		-		128
Total current assets		-		128

TOTAL ASSETS	$	-	$	128

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	-	$	335,522
Due to shareholders		-		112,533
Total current liabilities		-		448,055

Total liabilities		-		448,055

F-11

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 5 Discontinued Operations (cont'd)

The results of the discontinued operations are as follows:

	Year Ended
	December 31,
	2015			2014

Net sales	$	-		$	1,013,241
Costs of sales		-			1,113,533
Gross profit (loss)		-			(100,292	)


Operating Expenses
Selling and distribution costs		-			118,365
General and administrative expenses		-			409,106
Total operating expenses		-			527,471

Income (loss) from operation		-			(627,763	)

Other income (expenses)		(73,909	)		12,726,285

Income (loss) from discontinued operations		(73,909	)		12,098,522

Note 6 Other Assets

(a)	Sale and Purchase Agreement with Pryme Oil and Gas LLC

On May 23, 2014 the Company’s 85.39% 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 December 31, 2015 and 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.

F-12

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 6 Other Assets (continued)

(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 85.39% controlled subsidiary, Shale Oil International Inc., and its wholly owned subsidiary, Texas Shale Oil Inc.

Note 7 Deferred Revenue

In September 2015, the Company received $350,000 from a client in respect to an invoice issued with respect to certain consulting services to be rendered including the acquisition of engineering, geological and geophysical data and the completion of pre-feasibility work on a potential mining project in Panama. As at December 31, 2015 the Company had not yet completed the scope of work and has recorded the amount received as deferred revenue.

Note 8 Loans Receivable

During the year ended December 31, 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.

Note 9 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 53,850,900 shares of the Company’s common stock. We recorded $105,233,144 as a loss on debt settlement.

During the year ended December 31, 2015, the Company entered into various 6% convertible notes with investors, having a maturity date as of September 1, 2015 and with conversion prices varying from $0.05 to $0.10 per share. We received a total of $1,150,000 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 $1,150,000, 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 period ended December 31, 2015 was $1,150,000.

	December 31, 2015		Issue Date
Total convertible promissory note – face value		1,150,000		1,150,000
Less: beneficial conversion feature		-		(1,150,000	)
		1,150,000		-

F-13

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 9 Convertible Notes (continued)

The notes became due and payable on September 1, 2015 and are now considered demand notes which continue to accrue interest at a rate of 6% per annum.

Interest expenses:

	For the Year ended December 31,
	2015		2014

Amortization of debt discount	$	1,150,000	$	-
Interest at contractual rate		29,512		-
Totals	$	1,179,512	$	-

Note 10 Agreements for Services

On August 3, 2015, the Company entered into Services Agreement with an independent consultant. Under the services agreement, the consultant will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 100,000 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.275 per share or $127,500.

On August 3, 2015, the Company entered another Services Agreement with an independent consultant, Alan Chung-Lun Yang (“Mr. Yang”). Mr. Yang is a former director of the Company and resigned from the Board of Directors on May 26, 2015. Under the services agreement, Mr. Yang will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 500,000 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.275 per share or $637,000.

On November 25, 2015, the Company entered into Services Agreements with two independent consultants. Under the services agreement, the consultants will provide general consultancy services in connection with the Company’s projected business in or related to China and Hong Kong. In consideration for the services provided, the Company will pay a total of 1,960,00 shares of the Company’s common stock, which was valued at fair market value on issuance at $1.44 per share or $2,822,400.

Note 11 Related Parties Transactions

Transactions with Ronald Cormick, CEO, Officer and Director of the Company

During the fiscal year ended December 31, 2015, the Company paid $10,000 Mr. Ronald Cormick as consulting fees.

During the period ended December 31, 2015, Mr. Ronald Cormick advanced $320,121 to the Company’s subsidiary TSO. As of December 31, 2015, $409,834 remained on the balance sheets as advances.

Transactions with Ehud Amir, COO, Officer and Director of the Company

During the period ended December 31, 2015, Mr. Ehud Amir advanced $6,475 to the Company’s subsidiary TSO. as of December 31, 2015, $6,475 was on the balance sheets as advances.

Transactions with Haley Manchester, CFO, Officer of the Company

During the fiscal year ended December 31, 2015, the Company paid $10,000 to Mr. Haley Manchester as consulting fees.

Transactions with Larry Eastland, Director of the Company

During the fiscal year ended December 31, 2015, the Company accrued $150,000 consulting fees from Mr. Larry Eastland. As of December 31, 2015, $150,000 was on the balance sheets as accounts payable and accrued liabilities.

F-14

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 12 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.

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.

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 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.

F-15

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 12 Common Stock (continued)

On October 23, 2015, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (“Series E Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $0.001 and is automatically convertible into five shares of the Company’s 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 E 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 E Preferred Stock are convertible.

On October 9, 2015, 500,000 shares of the Company’s common stock was issued to a former director of the Company and 100,000 shares of the Company’s common stock was issued to an independent consultant in respect to the service agreements. (For more details, see Note 9 – Services Agreements)

On October 30, 2015, 50,000,000 shares of the Company’s common stock was issued in respect to the acquisition of business. (For more details, see Note 4 – Acquisition, Change of Business)

On November 6, 2015, the Company issued a total of 2,000,000 shares of the Company’s common stock in in respect to a share swap between two individual, non-related investors. The 2,000,000 shares for return to treasury in respect to this transaction have not been returned to the Company for cancellation as at the fiscal year ended December 31, 2015 and as a result the Company has recorded the transaction as an exchange reserve under the equity in the balance sheets. The shares were returned for cancelation subsequent to the fiscal year end.

In October and November 2015, total of 8,750,000 shares of common stock were issued in respect to the various convertible notes as described above in Note 8. (ref Note 8 – Convertible Notes).

On December 2, 2015, the Company issued a total of 1,000,000 shares of the Company’s common stock at a price of US$0.10 per share.

On December 4, 2015, 1,960,000 shares of the Company’s common stock was issued in respect to certain service agreements. (For more details, see Note 9 – Services Agreements)

The Company had 335,365,926 and 2,205,010 shares of common stock outstanding at December 31, 2015 and December 31, 2014.

Note 13 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-16

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 14 Income Taxes

The Company and its subsidiary are subject to the U.S. federal corporate income tax at a maximum rate of 34%. Income tax (reversal) expense amounted to $Nil for 2015 and 2014 owing to no taxable income.

The Components of the deferred tax assets and liabilities are as follows:

	December 31, 2015			December 31, 2014

Net operating losses	$	5,451,367		$	666,507

Total deferred tax assets	$	5,451,367		$	666,507
Less: valuation allowance		(5,451,367	)		(666,507	)

	$	-		$	-

The Company did not have any interest and penalty not to recognize- in the income statements for the year ended December 31, 2015 and 2014 or balance sheet as of December 31, 2015 and 2014. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company’s 2012, 2013, 2014 and 2015 U.S. Corporation Income Tax Returns are subject to U.S. Internal Revenue Service examination.

A valuation allowance existed as of December 31, 2015 and 2014, due to the uncertainty of net operating loss utilization based on the Company’s history of losses.

Note 15 Subsequent Events

Entry into a material agreement

In January we announced the signing of a formal Heads of Agreement to pursue mutually beneficial management and financing projects in the oil, gas and natural resources industries with Shandong Pusheng Petrochemical Co., Ltd. (“SPPCL”).

Under the terms of the agreement, for the initial naphtha trading project,Eagle Mountain will provide sourcing, purchasing and management of transportation logistics for the oil, gas, and refined products to be delivered and sold into the Chinese market.

SPPCL is an international oil and gas trading and development company, globally engaged in a wide range of businesses in the oil industry, with extensive partnerships with many State-owned companies. The company has organized consortiums for multiple international projects in the oil, gas, petrochemical and mining industries.

F-17

EAGLE MOUNTAIN CORPORATION AND SUBSIDIARIES

(F/K/A USmart Mobile Device Inc.)

Notes to the Consolidated Financial Statements

Note 15 Subsequent Events (continued)

Shares issued subsequent to fiscal year end

On January 4, 2016 the Company issued 8,000,000 shares of common stock to a third party in respect of a share purchase agreement where under the purchaser had the option to acquire shares at a price of $0.01 per share. The Company received cash proceeds of $80,000 prior to the fiscal year end in respect of this share purchase agreement. No underwriters were utilized in connection with this sale of securities.

On January 6, 2016 the Company issued a total of 50,000 shares to two individuals as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue. The new shares were issued prior to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.

On January 21, 2016, the Company issued a total of 13,000,000 shares at $0.05 in respect to certain convertible notes entered into during fiscal 2015 which came due and payable September 1, 2015 to two individual investors.

On January 23, 2016 the Company issued 700,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue. The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.

On January 23, 2016 the Company issued 2,000,000 shares to an individual as part of a share transfer between two shareholders where under certain shares were returned to the company for cancellation and reissue. The new shares were concurrent to receipt of the canceled shares, which return and cancelation occurred January 23, 2016.

On January 23, 2016 a shareholder of the Company returned a total of 8,895,000 common shares for reissue. Upon receipt the shares were canceled and returned to treasury pending instruction for reissue from the shareholder.

On January 23, 2016, the Company issued a total of 2,500,000 shares of common stock to a private individual in respect to an agreement for services.

On March 9, 2016 the Company issued 1,000,000 shares to a private individual in respect of a private placement at $0.10 per share for total cash proceeds of $100,000.

On March 10, 2016 the Company issued a total of 10,000,000 shares of common stock in respect of the acquisition of an engineering, construction and procurement project in the country of Cyprus. A further 4,900,000 shares were issued to a consultant in respect of this transaction on April 5, 2016.

On April 5 and April 7, 2016 respectively, the Company issued a total of 5,500,000 shares to an individual and a corporate entity as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue.

On May 5, 2016 the Company issued a total of 1,500,000 shares to five individuals as part of a share transfer between shareholders where under certain shares were returned to the company for cancellation on January 23, 2016, and subsequent reissue. A total of 40,000 shares remained available for reissue as at the date of this report in respect to the share surrender and reissue request.

F-18

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On May 1, 2016 Eagle Mountain received resignation letter from AWC LLP (“AWC”) (formerly known as Albert Wong & Co., LLP) as the Company’s independent registered public accounting firm. The resignation of AWC was accepted by the Company’s audit committee.

The principal accountant’s reports of AWC on the financial statements of the Company as of and for the fiscal years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles except that the report was qualified as to the Company’s ability to continue as a going concern.

During the Company’s two most recent fiscal years and the subsequent interim period through May 1, 2016, there were no disagreements with AWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of AWC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s two most recent fiscal years and the subsequent interim period through May 1, 2016, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided AWC with a copy of the foregoing disclosure and requested AWC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated May 1, 2016, furnished by AWC was filed as Exhibit 16.1 to a current report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2016.

On April 30, 2016 DCAW (CPA) Limited was formed as a result of a merger between AWC and Dominic K.F. Chan & Co.

On May 1, 2016, the Company’s Board of Directors approved the engagement of DCAW (CPA) Limited (“DCAW”) as the Company’s new independent registered public accounting firm.

During the Company’s two most recent fiscal years and the subsequent interim period through May1, 2016, neither the Company nor anyone on its behalf consulted with DCAW regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that DCAW concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our principal executive officer Ronald Cormick, and Haley Manchester, our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of and for the year ended December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 Internal Control-Integrated Framework (“COSO”). As a result of this assessment, Mr. Huang Yu concluded that, as of and for the year ended December 31, 2015, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as of the year ended December 31, 2015.

The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under COSO and SEC rules were: (1) lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) limited number of staff, not allowing for complete segregation of incompatible duties; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements. The aforementioned material weaknesses were identified by the Company’s management in connection with the preparation of our financial statements as of December 31, 2015.

Management believes that the appointment of one or more independent directors, will remedy the lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of IFRS and SEC disclosure requirements. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties.

Any effort to increase the size of the Board of Directors, appoint independent directors or personnel is conditional upon the Company raising additional capital.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

During the Company’s last fiscal quarter there were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On April 24, 2015, the Company amended its Certificate of Incorporation to change its corporate name to Eagle Mountain Corporation.

On October 23, 2015, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (“Series E Preferred Stock”) authorizing the issuance of up to 8,000,000 shares of Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $0.001 and is automatically convertible into five shares of the Company’s 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 E 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 E Preferred Stock are convertible.

Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.

PART III

Item 10. Directors, ~~Executive Officers~~ and ~~Corporate~~Executive ~~Governance~~Officers

~~Directors~~The following table sets forth the name, age, and ~~Executive~~position ~~Officers~~of our directors and our executive officers as of December 31, 2015. Each director holds office (subject to our By-Laws) until the next annual meeting of shareholders and until such director’s successor has been elected and qualified. All of our executive officers are serving until the next annual meeting of directors and until their successors have been duly elected and qualified. Each executive officer holds his office until he resigns, is removed by the board of directors, or his successor is elected and qualified, subject to applicable employment agreements.

The following table sets forth the name, age, and position of our directors and our executive officers as of December 31, 2014. Each director holds office (subject to our By-Laws) until the next annual meeting of shareholders and until such director’s successor has been elected and qualified. All of our executive officers are serving until the next annual meeting of directors and until their successors have been duly elected and qualified. Each executive officer holds his office until he resigns, is removed by the board of directors, or his successor is elected and qualified, subject to applicable employment agreements.

NAME	AGE	POSITION

Ronald Cormick	71	Director and Chief Executive Officer (1)
Haley Manchester	50	Chief Financial Officer (2)
Ehud Amir	38	Chief Operating Officer and Director, Chairman of the Board of Directors
Larry Eastland	72	Corporate Secretary and Director

NAME	AGE	POSITION
Chung-Lun Yang	52	Chairman of the Board of Directors
Ben Wong	50	Director and Chief Executive Officer
Eddy Wong	47	Chief Financial Officer (3)
Ming Yan Leung	45	Chief Technology Officer

(1)

Mr. Cormick was appointed CEO and Director on April 18, 2015

(12) ~~Wing~~Mr. ~~Sun~~Manchester ~~Leung~~was ~~resigned~~appointed asCFO ~~Independent Director~~ on ~~November~~April 718, ~~2014.~~2015

(23) HoMr. ~~Man~~Amir ~~Yeung~~was ~~resigned~~appointed asCOO ~~Independent~~and Director on ~~November~~April 818, ~~2014.~~2015, and Chairman of the Board of Directors on May 26, 2015

(34) ~~Philip~~Mr. ~~Tsz~~Eastland ~~Fung~~was Loappointed ~~resigned~~Director asand ~~Chief~~Secretary ~~Financial Officer~~ on ~~December~~April 3018, ~~2014~~2015

~~(4)~~Ronald ~~Eddy~~Cormick, ~~Wong~~CEO ~~was~~and ~~engaged as Chief Financial Officer on December 30, 2014~~Director

~~Chung-Lun~~Mr. ~~Yang, Chairman~~Cormick has more than 50 years of ~~the~~technical ~~Board.~~and ~~Mr.~~managerial ~~Yang~~training ~~became~~and aexperience ~~Director~~in onthe ~~September~~international ~~30,~~and ~~2003.~~domestic Mroil and gas industry. ~~Yang~~Although isfocused primarily on the ~~founder~~upstream of(exploration ~~Atlantic~~and production) sector, experience includes operational and ~~has~~executive ~~been~~management of a ~~director of~~public ~~Atlantic~~company ~~since~~with ~~1991.~~operations Mrthrough marketing, sales and delivery via truck, train and pipeline. ~~Yang~~A ~~graduated~~parallel ~~from~~history ~~The~~of ~~Hong~~both ~~Kong~~scientific ~~Polytechnic~~and ~~University~~managerial experience in ~~1982~~research ~~with~~and adevelopment ~~degree~~with applications in ~~electronic~~oil ~~engineering~~and gas and minerals, medicine, sports and consumer products. ~~From~~ ~~October~~Selected ~~1982~~by ~~until~~Dr. ~~April~~Frank ~~1985~~Press, heChief ~~was~~Science ~~the~~Adviser ~~sales~~to ~~engineer~~President ofCarter, ~~Karin~~served ~~Electronics~~for ~~Supplies~~two ~~Ltd.~~years ~~From~~as ~~June~~the ~~1986~~extractive ~~until~~industries’ ~~September 1991,~~expert heon ~~was~~a ~~Director~~sequestered team of ~~Sales~~25 specialists commissioned to brain-storm future break-through technologies (~~Samsung~~it ~~Components~~lead ~~Distribution)~~to ofPresident ~~Evertech~~Reagan’s ~~Holdings~~“Strategic ~~Limited,~~Defense aInitiative” ~~Hong~~and ~~Kong~~the ~~based~~end ~~company~~of the “cold war”). Since 2013, Mr. ~~Yang~~ Cormick, has ~~over~~served 15as ~~years~~the President of ~~extensive~~Texas ~~experience~~Shale inOil ~~the~~Inc. ~~electronics~~where ~~distribution~~he ~~business. The~~is ~~breadth~~responsible offor ~~Mr.~~strategic ~~Yang’s~~planning ~~sales~~ and ~~operational~~project ~~experience~~management. ~~led~~Mr. Cormick is also the ~~Board~~President and Chief Executive Officer of ~~Directors~~Shale toOil ~~believe~~International ~~this~~Inc. ~~individual~~(OTC isPink: ~~qualified~~SHLE) which acquired Texas Shale Oil Inc. in 2014. Prior to ~~serve~~that, ashe awas ~~director~~the Chief Executive Member of ~~the~~RCO ~~Company~~Energy LLC (predecessor to Texas Shale Oil Inc. ) since 2006. Mr. ~~Yang~~ Cormick is also a ~~member~~research ofdirector ~~The~~for ~~Institution~~AIRIS ofCorp, ~~Electrical~~a ~~Engineers,~~private ~~United~~Canadian ~~Kingdom~~medical device company since 2006. Mr. ~~Yang~~Cormick ~~resigned~~previously asheld ~~the~~numerous ~~Company’s~~management ~~Chief Executive~~and ~~Officer~~staff onpositions ~~February~~including 1,Research ~~2013~~Scientist and Manager in Exploration R&D in both oil & gas and mineral industries and was the President of an international oil company.

~~Ben~~Haley ~~Wong~~Manchester, Director and Chief Executive Officer. Mr. Wong was elected as the Director at the Company’s 2012 annual shareholders meeting on November 16, 2012, and appointed as the Chief Executive Officer of the Company on February 1, 2013. Mr. Wong has been the Chief Executive Officer and Director of USmart Electronic Products Limited since 2006. Mr. Wong graduated from the Chinese Culture University of Taiwan in 1986 with a Bachelor’s Degree of Science in Mechanical Engineering. From 1989 to 1990, he worked for Philips H.K. Ltd. as the Industrial Engineer. He gained manufacturing concept from design to mass production processing, and flow of products development from working in Philips. He is also experienced in object-oriented design/analysis, application development, requirements planning & testing, project development, IT management, prototyping, conceptual design and interface implementation.CFO

~~Ming~~Mr. ~~Yan~~Manchester ~~Leung, Chief~~is ~~Technology~~globally-experienced ~~Officer.~~in ~~Mr.~~finance, ~~Leung~~accounting, ~~was~~geo-socio-economic ~~appointed~~strategy, asbusiness ~~our~~development, ~~Chief~~sales, ~~Technology~~marketing, ~~Officer~~and ondistribution ~~June~~management. ~~11,~~He ~~2010.~~speaks ~~Prior~~several tolanguages ~~joining~~fluently, ~~the~~including ~~Company~~Vietnamese, ~~Mr.~~ ~~Leung~~Japanese, ~~was~~and ~~Chief~~Khmer ~~Architect~~and ~~Officer~~has oflectured RVinternationally ~~Technology~~at ~~Ltd.,~~the ~~where~~University-level hein ~~oversaw~~finance/economics-related ~~various~~coursework. ~~mobile~~He ~~solutions~~obtained ~~and~~a ~~services~~BA ~~for~~from ~~enterprises and~~Gettysburg ~~end~~College ~~users.~~and Inholds ~~1997,~~an ~~Mr.~~MA ~~Leung~~in ~~ran~~Economics ~~the~~with ~~banking~~a ~~solution~~concentration ~~team~~on atFinance ~~the~~from ~~Tech-Trans~~Trinity ~~Group~~College. ~~where~~Dr. heEastland ~~led~~served as the ~~implementation~~CEO of ~~SWIFT-related solution~~Trai ~~for~~Thien ~~various~~USA ~~banking~~Inc., ~~institutes~~one ~~and~~of athe ~~mobile~~few ~~workforce~~Vietnamese ~~system~~companies ~~for~~to ansuccessfully ~~electricity~~go ~~supply~~public ~~company.~~in Mrthe U.S., ~~Leung~~where ~~holds~~he amanaged ~~Masters in Engineering Management from~~ the ~~University~~quadrupling of ~~Technology,~~operations ~~Sydney,~~from ~~and~~2009 auntil ~~Postgraduate~~overseeing ~~degree~~its inrecent ~~Investment~~merger ~~Decision~~with ~~Making~~Onasis ~~from Wuhan~~Mining ~~University~~Inc ofin ~~Technology~~2014. ~~Mr.~~ ~~Leung~~He ~~was~~has ~~chosen~~over totwenty beyears aof ~~member~~private ofand ~~the~~multinational ~~board~~general ~~based~~management, ondistribution, ~~his~~and business development experience in ~~managing~~Asia, ~~development and~~including ~~implementation~~more than six years of ~~electronic~~downstream ~~devices~~oil and ~~solutions~~gas ~~for~~operations ~~more~~experience ~~than~~with 10both ~~years~~Mobil and Caltex.

Ehud Amir, COO, Director and Chairman of the Board of Directors

Mr, Amir, is a financial and natural resources entrepreneur. Mr. Amir is a co-founder of Texas Shale Oil Inc., where he is responsible for the financial modeling and project acquisition structures, and identifying the best partners to develop the company's upstream oil and gas targets and assets. Prior to that, from 2010 to 2012, Mr. Amir was the managing director at Sterlington Resources Ltd. in charge of designing its financial structures and Joint Ventures for Dove Mining Ltd. and its clients, mainly for alluvial mines projects.

Larry Eastland, Director and Corporate Secretary

Dr. Eastland is a seasoned entrepreneur and leads an international business advisory group in Los Angeles, Hong Kong and Southeast Asia that has provided business services for more than 20 years on four continents. He has served four U.S. Presidents including Staff Assistant to the President; U.S. Delegate to the World Tourism Organization; Director of Operations for the 1983 Summit of Industrialized Nations; and, Deputy to the Undersecretary of State. Larry brings a unique and unrivaled level of access for EMTC to heads of state, oil/gas industry giants, and political influencers around the world. He is a decorated Marine Corps officer having served as a Firebase Commander in Vietnam. Dr. Eastland received a B.A. in Political Science and International Relations from Brigham Young University in 1967. He received an M.A. and Ph.D. in quantitative behavioral research from the University of Southern California in 1973 and 1976, respectively.

There are no family relationships between any of our directors and executive officers. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, orders or decrees material to the evaluation of the ability and integrity of any director or executive officer of the Company during the past five years.

~~Board Meetings~~21

During the fiscal year ended December 31, 2014, our Board of Directors held 4 meetings. No director who served during the fiscal year ended December 31, 2014 attended fewer than 80% of the meetings of the Board of Directors during that year.

Committees of the Board

OnThere ~~January~~are ~~20,~~presently ~~2011,~~ no committees of the Board. The Company's Board of Directors ~~establishes~~performs some of the same functions of an Audit Committee, ~~Nominating~~such ~~Committee~~as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and ~~Compensation~~their ~~Committee~~audit report; and reviewing management's administration of the ~~Board~~system of ~~Directors:~~internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Board Leadership Structure and Risk Oversight Role

Our Board of Directors currently contains 23 members all of which are Executive Directors. The Company is in search of appropriate ~~candidate~~candidates to ~~fill~~expand its board and serve in the ~~vacant~~ position of Independent ~~Directors~~ Director. WeWhile we have no independent directors at present, we believe that such a leadership structure is suitable for the Company at its present stage of development.

As a matter of regular practice, and as part of its oversight function, our Board of Directors periodically reviews on the significant risks in respect to our business. With our current governance structure based on our Board of Directors and senior executives, there is not a significant division of oversight and operational responsibilities in managing the material risks facing the Company.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, known as our Code of Business Conduct and Ethics which applies to all of our directors, officers, and employees, including our principal executive officer and our principal financial and accounting officer. A copy of the Code of Business Conduct and Ethics is attached as Exhibit 14 to the Annual Report on Form 10-K for the period ended December 31, 2003. To receive a copy of our Code of Business Conduct and Ethics, at no cost, requests should be directed to the Secretary, ~~USmart~~ ~~Mobile~~Eagle ~~Device~~Mountain ~~Inc.,~~Corporation ~~Room~~at ~~1703,~~20333 ~~17/F.,~~Tomball ~~Tower 1~~PKY, ~~Enterprise~~Suite ~~Square~~204, ~~9 Sheung Yuet Road~~Houston, ~~Kowloon~~Texas ~~Bay, Kowloon, Hong Kong~~77070. We intend to disclose any amendment to, or waiver of, a provision of the Code of Business Conduct and Ethics in a report filed under the Securities Exchange Act of 1934, as amended, within four business days of the amendment or waiver.

Stockholder Communications

Stockholders and other interested parties may contact the Board of Directors or the non-management directors as a group at the following address: Board of Directors ~~or Outside Directors~~, ~~USmart~~Eagle ~~Mobile~~Mountain ~~Device~~Corporation ~~Inc.,~~at ~~Room~~20333 ~~1703,~~Tomball ~~17/F.~~PKY, ~~Tower~~Suite 1204, ~~Enterprise Square~~Houston, 9Texas ~~Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong~~77070. All communications received at the above address will be relayed to the Board of Directors ~~or the non-management directors~~, respectively. Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the Board of Directors using the above address.

Typically, we do not forward to our directors communications from our stockholders or other communications which are of a personal nature or not related to the duties and responsibilities of the Board, including:

Junk mail and mass mailings

New product suggestions

Resumes and other forms of job inquiries

Opinion surveys and polls

Business solicitations or advertisements

Compliance with Section 16(A) of The Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, ~~and~~ executive officers, and ~~persons~~stockholders ~~who~~holding ~~own~~ more than ~~ten~~10% ~~percent~~ of ~~a registered class of~~ our ~~equity~~outstanding ~~securities~~common ~~(collectively~~stock, ~~“Reporting Person”)~~ to file with the ~~SEC~~Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our ~~Common~~common ~~Stock~~stock. ~~and~~Executive ~~other~~officers, ~~equity~~directors ~~securities~~and ofgreater-than-10% ~~the~~stockholders ~~Company. Reporting Persons~~ are required by ~~the~~ SEC ~~regulation~~regulations to furnish ~~the~~us ~~Company~~ with copies of all Section 16(a) ~~forms~~reports ~~that~~ they file. ToBased ~~our knowledge, based~~ solely on aour review of ~~the~~forms ~~copies~~3, of4 ~~such~~and ~~reports~~5 and amendments thereto furnished to ~~us,~~the weCompany ~~believe~~during ~~that~~its ~~during~~most recent fiscal year, ~~ended~~the ~~December~~following 31directors, ~~2014 all~~officers ~~Reporting~~and/or ~~Persons~~person ~~complied~~beneficially ~~with~~owning ~~all~~greater ~~applicable~~than ~~filing~~10% ~~requirements.~~of the Company’s equity securities failed to timely file reports required by Section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years:

31Ronald Cormick failed to timely file his Form 3 in connection with his appointment as CEO and Director and his Form 4 in connection with certain Series C preferred shares acquired under the terms of an Assumption Agreement entered into April 24, 2015, which shares were converted to common stock on July 17, 2015. Larry Eastland failed to file his Form 3 in connection with his appointment as Corporate Secretary and Director and his Form 4 in connection with certain Series C preferred shares acquired under the terms of an Assumption Agreement entered into April 24, 2015, which shares were converted to common stock on July 17, 2015. As at the date of this report neither of these reports have been filed.

The number of Forms 3, 4 and 5 and the number of transactions that were not filed timely are as follows: Larry Eastland (2 forms, 2 transactions) and Ronald Cormick (2 forms, 2 transactions).

Item 11.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Summary

Our approach to executive compensation is influenced by our belief in rewarding people for consistently strong execution and performance. We believe that the ability to attract and retain qualified executive officers and other key employees is essential to our long term success.

Our plan to obtain and retain highly skilled employees is to provide market competitive salaries and also incentive awards. Our approach is to link individual employee objectives with overall company strategies and results, and to reward executive officers and significant employees for their individual contributions to those strategies and results. We use compensation and performance data from comparable companies in the electronics distribution industry to establish market competitive compensation and performance standards for our employees. Furthermore, we believe that equity awards serve to align the interests of our executives with those of our stockholders. As such, we intend for equity to become a key component of our compensation program.

Named Executive Officers

The named executive officers for the fiscal year ended December 31, ~~2014~~2015 are: ~~Ben~~Ronald ~~Wong~~Cormick, our Chief Executive Officer; ~~Eddy~~Haley ~~Wong~~Mancheter, our Chief Financial Officer; and ~~Ming~~Ehud ~~Yan Leung~~Amir, our Chief ~~Technology~~Operating Officer. These individuals are referred to collectively in this Annual Report on Form 10-K as the “Named Executive Officers.”

OUR EXECUTIVE COMPENSATION PROGRAM

Overview

The primary elements of our executive compensation program are base salary, incentive cash and stock bonus opportunities and equity incentives typically in the form of stock option grants. Although we provide other types of compensation, these three elements are the principal means by which we provide the Named Executive Officers with compensation opportunities.

The emphasis on the annual bonus opportunity and equity compensation components of the executive compensation program reflect our belief that a large portion of an executive’s compensation should be performance-based. This compensation is performance-based because payment is tied to the achievement of corporate performance goals. To the extent that performance goals are not achieved, executives will receive a lesser amount of total compensation. We have entered into employment agreements with four of our Named Executive Officers. Such employment agreements set forth base salaries, bonuses and stock option grants. Such stock option grants are predicated on our achievement of corporate performance goals as set forth in such agreements.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Base Salary

WePresently we do not pay our Named Executive Officers a base salary , rather our officers receive consulting fees as invoiced for services rendered. As we obtain satisfactory funding, we intend to ~~certain~~provide ofbase ~~the~~salaries ~~Named~~for ~~Executive~~all ~~Officers~~named officers. In general, base salaries for the Named Executive Officers ~~are~~will be determined by evaluating the responsibilities of the executive’s position, the executive’s experience and the competitiveness of the marketplace. Base salary adjustments are considered and take into account changes in the executive’s responsibilities, the executive’s performance and changes in the competitiveness of the marketplace. We believe that ~~the~~ base salaries of the Named Executive Officers are appropriate within the context of the compensation elements provided to the executives and because they are at a level which remains competitive in the marketplace.

Bonuses

The Board of Directors may authorize us to give discretionary bonuses, payable in cash or shares of Common Stock, to the Named Executive Officers and other key employees. Such bonuses are designed to motivate the Named Executive Officers and other employees to achieve specified corporate, business unit and/or individual, strategic, operational and other performance objectives.

Stock Options

Stock options constitute performance-based compensation because they have value to the recipient only if the price of our Common Stock increases. We have not granted any stock options to any of our Named Executive Officers and the grant of stock options to Named Executive Officers is not a material factor in making compensation determinations with respect to our Named Executive Officers. However, we have in the past used stock options as incentives for our other employees. Stock options generally vest over time, with obtainment of a corporate goal, or a combination of the two. The grant of stock options is designed to motivate our employees to achieve our short term and long term corporate goals.

Retirement and Deferred Compensation Benefits

We do not have any arrangements with the Named Executive Officers to provide them with retirement and/or deferred compensation benefits.

Perquisites

There were no perquisites provided to the Named Executive Officers.

Post-Termination/Change of Control Compensation

We do not have any arrangements with the Named Executive Officers to provide them with compensation following termination of employment.

Tax Implications of Executive Compensation

Our aggregate deductions for each Named Executive Officer compensation are potentially limited by Section 162(m) of the Internal Revenue Code to the extent the aggregate amount paid to an executive officer exceeds $1 million, unless it is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exceptions specified in the Internal Revenue Code. At our 2012 Named Executive Officer compensation levels, we did not believe that Section 162(m) of the Internal Revenue Code would be applicable, and accordingly, we did not consider its impact in determining compensation levels for our Named Executive Officers in 2012.

Hedging Policy

We do not permit the Named Executive Officers to “hedge” ownership by engaging in short sales or trading in any options contracts involving our securities.

Option Exercises and Stock Vested

No options have been ~~exercised~~ bygranted ~~our~~to any Named Executive Officers during the fiscal year ended December 31, ~~2014~~2015.

Pension Benefits

~~Under~~We ~~the~~presently ~~Mandatory Provident~~have ~~Fund~~no ~~(“MPF”)~~pension ~~Scheme~~benefit Ordinance in Hong Kong, the Company is required to set up or participate in an MPF scheme to which both the Company and employees must make continuous contributions throughout their employment based on 5% of the employees’ earnings, subject to maximum and minimum level of incomeplan. For those earning less than the minimum level of income, they are not required to contribute but may elect to do so. However, regardless of the employees’ election, their employers must contribute 5% of the employees’ income. Contributions in excess of the maximum level of income are voluntary. All contributions to the MPF scheme are fully and immediately vested with the employees’ accounts. The contributions must be invested and accumulated until the employees’ retirement.

Nonqualified Deferred Compensation

We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

Employment Agreements

We do not have ~~entered~~any ~~into~~ written employment agreements with our Named Executive Officers~~, which set the base salary as set forth in our summary compensation table~~.

Executive Officer Compensation

The following table sets forth the annual and long-term compensation of our Named Executive Officers for services in all capacities to the Company whose total compensation exceeds $100,000 for the last two fiscal years ended December 31, ~~2014~~2015 and December 31, ~~2013~~2014.

Summary Compensation Table

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Chung-Lun Yang		2014	$	-		-		—		—		—		—		—	$	-
Ronald Cormick, CEO (3)		2015		-		-		-		-		-		-		10,000		10,000
Former Chief Executive Officer (1)		2013	$	-		-		—		—		—		—		—	$	-
Haley Manchester, CFO (4)		2015		-		-		-		-		-		-		10,000		10,000
Ehud Amir, COO (5)		2015		-		-		-		-		-		-		-		-
Larry Eastland, Secretary (6)		2015		-		-		-		-		-		-		150,000		150,000
Ben Wong, Former CEO (1)		2014	$	-		-		-		-		-		-		-		-
Eddy Wong, Former CFO (2)		2014	$	-		-		-		-		-		-		-		-

~~On February~~ (1,) ~~2013, the board of directors of the Company appointed Mr.~~ Ben Wong aswas ~~the~~appointed ~~Company’s~~CEO ~~Chief~~on ~~Executive~~February ~~Officer.~~1, ~~Mr.~~2013 ~~Wong has an employment agreement with USmart~~ and ~~receives~~resigned ahis ~~monthly~~position ~~salary~~on ofApril ~~HKD50~~18,~~000~~ ~~(approximately USD6,427).~~2015;

On(2) ~~August~~Eddy ~~18,~~Wong ~~2013, the~~was ~~board of directors of the Company~~ appointed ~~Mr.~~CFO ~~Philip~~on ~~Tsz Fung Lo as the Company’s Chief Financial Officer. Mr. Lo has an employment agreement with USmart and receives a monthly salary of HKD30,000 (approximately USD3,856). On~~ December 30, 2014~~, Mr.~~ Loand resigned ashis ~~the~~position ~~Chief~~on ~~Financial~~April ~~Officer.~~18 ~~On the same date, Mr. Eddy Wong was appointed as the Company’s Chief Financial Officer by the Company’s board of directors.~~2015;

(3)	Ronald Cormick was appointed CEO on April 18, 2015. Mr. Cormick was paid $10,000 in consulting fees during the fiscal year ended December 31, 2015;

(4)	Haley Manchester was appointed CFO on April 18, 2015. Mr. Manchester was paid $10,000 in consulting fees during the fiscal year ended December 31, 2015;

(5)	Ehud Amir was appointed COO on April 18, 2015.

(6)	Larry Eastland was appointed Corporate Secretary on April 18, 2015. The Company and its subsidiary accrued fees totaling $150,000 in respect of services provided by Mr. Eastland all of which remained unpaid at December 31, 2015.

Outstanding equity awards at fiscal year-end

None.

Compensation of Directors

The following table sets forth the Director compensation for service on the Board of Directors of the Company for the fiscal year ended December 31, ~~2014~~ 2015.

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Chung-Lun Yang (1)	$	—		—		—		—		—		—	$	—
Chung-Lun (Alan) Yang (1)	$	—		—		—		—		—		—	$	—
Ben Wong (2)	$	—		—		—		—		—		—	$	—
Ho Man Yeung (4)	$	12,820		—		—		—		—		—	$	12,820
Eddy Wong (3)	$	—		—		—		—		—		—	$	—
Wing Sun Leung (3)	$	12,820		—		—		—		—		—	$	12,820
Ronald Cormick (4)	$	—		—		—		—		—		—	$	—
Larry Eastland (5)	$	—		—		—		—		—		—	$	—
Ehud Amir (6)	$	—		—		—		—		—		—	$	—

(1) Chung-Lun Yang resigned as the Company’s ~~Chief~~Chairman ~~Executive Officer on February 1, 2013. The board~~ of ~~directors of~~ the ~~Company~~Board ~~appointed~~and ~~Ben~~from ~~Wong as~~ the ~~new~~Board ~~Chief~~of ~~Executive~~Directors ~~Officer~~ on ~~February~~May 126, ~~2013~~2015.

(2) Ben Wong ~~was~~resigned ~~elected~~from as the ~~director~~Board atof ~~the~~Directors ~~Company’s 2012 annual shareholders meeting~~ on ~~November~~May 1626, ~~2012~~2015.

(3) ~~Wing~~Eddy ~~Sun~~Wong ~~Leung~~ resigned asfrom the ~~Company’s~~Board ~~Independent~~of ~~Director~~Directors on ~~November~~April 718, ~~2014~~2015.

(4) Ho Man Yeung resigned as the Company’s Independent Director on November 8, 2014

	(4)	Ronald Cormick was appointed to the Company’s Board of Directors on April 18, 2015.
	(5)	Larry Eastland was appointed to the Company’s Board of Directors on April 18, 2015.
	(6)	Ehud Amir was appointed to the Company’s Board of Directors on April 18, 2015, and was appointed Chairman of the Board on May 26, 2015.

We compensate our independent directors an amount of HKD10,000 (USD1,282) per month for serving on our board of directors, in addition to reimbursement for out of pocket expenses incurred in attending director meetings. We do not compensate our executive directors for serving on the board of directors.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of December 31, ~~2014~~2015: (i) by each person who is known by us to own beneficially more than 5% of the Common Stock, (ii) by each of our directors, (iii) by each of our executive officers and (iv) by all our directors and executive officers as a group. On such date, we had 39335,~~684~~365,~~495~~926 shares of Common Stock outstanding.

As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the 60 days immediately following December 31, 2014. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated25

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned(1)
Chung-Lun Yang (4) No. 78, 5th Street, Hong Lok Yuen, Tai Po, New Territories, Hong Kong		26,622,000		67.1	%
Ben Wong (2) 11A, Tower 2, Bellagio, 33 Castle Peak Road, Sham Tseng, New Territories, Hong Kong		1,800		0.0	%
Philip Tsz Fung Lo (3) 30C, Block 2, Hanley Villa, 18 Yau Lai Road, Tsuen Wan, New Territories, Hong Kong		-		0.0	%
Ho Man Yeung (5) Block 4, 7/F. Unit B, The Grand Panorama, 10 Robinson Road, Central, Hong Kong		0		0.0	%
Wing Sun Leung (5) 5658 Owens Drive, #202, Pleasanton, CA 94588, USA		0		0.0	%
Farburn Holdings Limited (6) 1601 Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong.		3,600,000		9.1	%
Ho Fun Cheng (6) 1601 Beverly House, 93-107 Lockhart Road, Wanchai, Hong Kong.		3,600,000		9.1	%
All Directors and Officers as a Group		26,893,800		67.8	%

As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the 60 days immediately following December 31, 2015. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated

(1) Applicable percentage of ownership is based on 39,684,495 shares of Common Stock outstanding as of December 31, 2014, together with securities exercisable or convertible into shares of Common Stock within 60 days of December 31, 2014, for each stockholder. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities exercisable or convertible into shares of Common Stock that are currently exercisable or exercisable within 60 days of December 31, 2014, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The Common Stock is the only outstanding class of equity securities of the Company.

	Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned(1)
5% Stockholder
Jin Wang Rizhao City, China		25,000,000		6.7	%
Golden Nugget Resources Ltd. Wanchai, Hong Kong (2)		25,000,000		6.7	%
Kesseff Investments LLC Las Vegas, Nevada (3)		20,000,000		5.3	%

Directors and Officers
Ronald Cormick(4)		90,000,000		24.0	%
Ehud Amir (5)		130,000,000		34.6	%
Larry Eastland (6)		25,000,000		6.7	%
Haley Manchester		0		0	%
All Directors and Officers as a Group		315,000,000		83.9	%

(2) Executive Officer

	(1)	Applicable percentage of ownership is based on 375,365,926 shares of Common Stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of Common Stock within 60 days of the Record Date, for each stockholder. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities exercisable or convertible into shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
	(2)	The shares are owned directly by Golden Nugget Resources Ltd of which Lilian Wai holds voting dispositive power.
	(3)	The shares are owned directly by Kesseff Investments LLC, managing partner, David Kesseff.
	(4)	Represents 90,000,000 shares of Common Stock held by Heritage Resources Limited, over which Ronald Cormick holds voting and dispositive power.
	(5)	Includes (i) 40,000,000 shares of Common Stock issuable upon conversion of 8,000,000 shares of Series E Preferred Stock held by Amir Holdings Limited, over which Ehud Amir holds voting and dispositive power; and (ii) 90,000,000 shares of Common Stock held by Amir Holdings Limited over which Ehud Amir holds voting and dispositive power.
	(6)	Represents 25,000,000 shares of Common Stock held by EDLA Family Trust LLC over which Larry Eastland holds voting and dispositive power.

(3) Former Executive Officer

(4) Director Except as otherwise set forth, information on the stock ownership of these

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