UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





(Mark One)[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2013[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-54521Commission File NumberAMERICAN GRAPHITE TECHNOLOGIES INC.(Exact name of registrant as specified in its charter)Nevada
N/A(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)3651 Lindell Rd., Ste D#422, Las Vegas, NV
89103(Address of principal executive offices)
(Zip Code)(702) 473-8227(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 registeredn/a
n/a





Securities registered pursuant to Section 12(g) of the Exchange Act:Common Stock, $0.001 par valueTitle of  class





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes
[   ]
No
[X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.





Yes
[   ]
No
[X]





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes
[X]
No
[   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes
[X ]
No
[  ]





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.





Yes
[   ]
No
[X]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[   ]
Accelerated filer
[   ]Non-accelerated filer
[   ]
Smaller reporting company
[X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes
[   ]
No
[ X ]





The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $38,574,064 based on the closing price of $0.80 as reported as of December 31, 2012 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PAST 5 YEARS:





Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.





Yes
[   ]
No
[   ]





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.





82,918,374  shares of common stock issued and outstanding as of October 3, 2013




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DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.


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TABLE OF CONTENTS





PagePART IItem 1
Business
5Item 1A
Risk Factors
18Item 1B
Unresolved Staff Comments
25Item 2
Properties
25Item 3
Legal Proceedings
32Item 4
Mine Safety Disclosures
32PART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
33Item 6
Selected Financial Data
34Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34Item 7A
Quantitative and Qualitative Disclosures About Market Risk
35Item 8
Financial Statements and Supplementary Data
35Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
36Item 9A
Controls and Procedures
36Item 9B
Other Information
38PART IIIItem 10
Directors, Executive Officers and Corporate Governance
39Item 11
Executive Compensation
42Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
43Item 13
Certain Relationships and Related Transactions, and Director Independence
44Item 14
Principal Accounting Fees and Services
45PART IVItem 15
Exhibits, Financial Statement Schedules
46SIGNATURES
48


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ITEM1.  BUSINESS





Forward Looking Statements





This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may," "should," "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, uncertainties and other factors, including the risks in the section entitled "Risk Factors" any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.





Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.





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 "American Graphite" mean American Graphite Technologies Inc., unless otherwise indicated.


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Corporate Information





The address of our principal executive office is 3651 Lindell Road, Ste. D#422, Las Vegas, Nevada. Our telephone number is (702) 473-8227. Our website is http://americangraphitetechnologies.com.





Our common stock is quoted on the OTCBB (“Over-the-Counter- Bulletin-Board”) under the symbol "AGIN".





American Graphite Technologies Inc. (formerly “Green & Quality Home Life, Inc.”) was incorporated in the State of Nevada on June 1, 2010.





On May 23, 2012, we underwent a change of control and on June 11, 2012, the Company’s newly appointed sole director and majority shareholder approved a name change to American Graphite Technologies Inc. and a one hundred and twenty-five (25) new for one (1) old forward stock split of the Company’s issued and outstanding shares of common stock. Concurrent with the forward split we amended our authorized capital from 75,000,000 to 200,000,000.





Effective July 12, 2012, we filed the Certificate of Amendment with the State of Nevada and effective July 18, 2012 in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we changed our name from Green & Quality Home Life, Inc. to American Graphite Technologies Inc. and increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par value of $0.001 on the basis of a 125:1 forward split of our issued and outstanding shares of common stock.





New management of the Company determined to change the direction of the Company and to enter into mining exploration and development related to graphite and the acquisition and development of technologies related thereto.   The Company has two projects, a mineral exploration project whereby the Company intends to explore for graphite and a licensing agreement for the development and marketing of a technology related to the graphene industry.





Other 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.





We do not have any subsidiaries.





Previous Business




Before we went through a change of control and business focus, we were a development stage company intending to create a portfolio of products and services (controlling heating, ventilation and air conditioning) and develop a set of solutions which would automate these domestic activities. The lack of funds and the present economy prevented that from happening.  As we were unable to raise the capital necessary to develop our business plan, we began a search for other business opportunities which may benefit our shareholders and allow us to raise capital and operate.




Current Business




Shortly after changing our business focus to exploration stage properties, we identified certain opportunities to engage in the development of technologies related to graphite and graphene and determined to pursue that business.    We entered into negotiations on projects, both graphite properties and technologies.   On July 31, 2012 the Company entered into a Letter of Intent (“LOI”) with a private US company for an option to participate in a 100% interest in all of certain property rights held by the U.S. private company. We were unable to close that acquisition.  Subsequently we identified the opportunities for entry into our business by way of an agreement with Cheap Tubes for the licensing and marketing of Bucky Paper which is a product currently under development that is produced from graphene.   We intend to continue to source other opportunities related to graphite and graphene technologies and also in exploring and developing mining properties related to the industry we have chosen.


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During the month of January 2013, the Company undertook the staking of certain mining claims in the Province of Quebec, Canada.  In order to hold the property in the Province of Quebec either a principal of the Company or the Company must have a prospector’s license.  The prospectors license was granted to our sole officer and director, Rick Walchuk on February 2, 2013 and the mineral concession is held in the name of  Mr. Walchuk under a trust agreement with the Company.   The mining claims are in an active area of graphite exploration and production.  The Company had intended  to undertake an exploration program on the claims during 2013 but was delayed in getting a proposal underway by a qualified geologist and by a lack of adequate funding.   The Company has just recently completed a funding and has allocated a portion of that funding to undertake an exploration program.  The program may have to wait until the spring of 2014 dependent on weather conditions.  The Company is currently awaiting a program to be presented by a geologist in regard to the initial work program to be undertaken on the mineral claims.




During the month of April, 2013, the Company met with representatives of the National Academy of Science of  the Ukraine National Science Center – Kharkiv Institute of Physics and Techniques (the “Institute”)  in regard to the establishment of a collaboration between the Institute and the Company on a project for the research of  the properties of graphene contained matter as a working material for 3D-printing and other uses.  The Company and the Institute will be working under the auspices of the Science and Technology center in the Ukraine (“SCTU”), which is an intergovernmental organization founded by the governments of the Ukraine, Canada, the EU and the USA which supports research and development activities for peaceful applications by Ukrainian, Georgian, Uzbekistani, Azerbaijani, and Moldovan scientists and engineers.     The project requires the approval of the U.S. Department of State, Bureau of International Security and Nonproliferation Office of Cooperative Threat Reduction.    On April 1, 2013, the Company submitted the documents to the U.S. Department of State.   On October 1, 2013, the project was granted live status and the Company can now commence the research project.  The project is called P600 and it is a a collaboration between the Company and the Institute.




The project is designed to research the properties of nanocarbon contained matter as a working material for 3D printing. The project team will consist of 8 scientists and PhDs with experience in the fields of nanotechnology, 3D printing, solid state physics, physical materials and thermal physics.




The mandate of the project is to research the properties of materials containing nanostructured carbon, primarily graphene, to research the existing and prospective methods of 3D printing and analyze the possibility of applying the techniques to create 3D objects using nanocarbon material.




The project is now underway and management is currently working in the Ukraine with the Institute and the scientists to commence the research..




Graphite and its Industrial Uses




Graphite is considered to be the purest form of carbon. Graphite is an excellent conductor of heat and electricity and has a high melting temperature of 3,500 degrees Celsius. It is extremely resistant to acid, chemically inert and highly refractory. The utility of graphite is dependent largely upon its type.




There are three principal types of natural graphite, each occurring in different types of ore deposits:




•           Crystalline flake graphite, or flake graphite, occurs as isolated, flat, plate-like particles with hexagonal edges, if unbroken, and when broken, the edges can be irregular or angular.




•           Amorphous graphite occurs as fine particles and is the result of thermal metamorphism of coal, the last stage of coalification, and is sometimes called meta-anthracite. Very fine flake graphite is sometimes called amorphous in the trade.




•           Lump graphite, or vein graphite, occurs in fissure veins or fractures and appears as massive platy intergrowths of fibrous or acicular crystalline aggregates, and is probably hydrothermal in origin.




All grades of graphite, especially high grade amorphous and crystalline graphite that remains suspended in oil are used as lubricants. Graphite has an extraordinarily low co-efficient of friction under most working conditions. This property is invaluable in lubricants. It diminishes friction and tends to keep the moving surface cool. Dry graphite as well as graphite mixed with grease and oil is utilized as a lubricant for heavy and light bearings. Graphite grease is used as a heavy-duty lubricant where high temperatures may tend to remove the grease.


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The flake type graphite is found to possess extremely low resistivity to electrical conductance. The electrical resistivity decreases with the increase of flaky particles. The bulk density decreases progressively as the particles become flakier. Because of this property in flake graphite, it is used in the manufacture of carbon electrodes, plates and brushes required in the electrical industry and dry cell batteries. Flake graphite has been replaced to some extent by synthetic, amorphous, crystalline graphite and acetylene black in the manufacture of plates and brushes. Flake graphite containing 80 to 85% carbon is used for crucible manufacture; graphite containing a carbon content of 93% and above is preferred for the manufacture of lubricants, and graphite containing a carbon content of 40 to 70% is utilized for foundry facings. Natural graphite, refined or otherwise pure, having carbon content not less than 95% is used in the manufacture of carbon rods for dry battery cells.




Currently, artificially prepared graphite has replaced natural graphite to a great extent. Artificial graphite is prepared by heating a mixture of anthracite, high grade coal or petroleum coke, quartz and saw dust at a temperature of 3,000 degrees Celsius, out of contact with air. Graphite carbon is deposited as residue.




Graphene


Technology helps the world advance.  As humans it's in our nature to investigate, innovate and solve problems.  This curiosity means we make things, create things and develop new technologies.  You can look back thousands of years for basic examples of technology pushing civilization forward.





Most people don't understand the rapid change technology has on their life... or the speed at which change occurs.




·
200 times stronger than steel


·
150,000 times thinner than a human hair


·
More flexible than a sheet of paper





You may have heard about Graphene.If you haven't, it's a newly discovered, very special refined form of graphite.  It's a one-atom-thick sheet of densely packed carbon atoms arranged in a honeycomb lattice.











Put simply, it's a sheet of carbon atoms 150,000 times thinner than a human hair.  Under a powerful microscope, it looks like chicken wire.  But what's so special about it?





Everything:





For starters, it's 200 times stronger than structural steel; it's so strong you could suspend an elephant from a single strand of Graphene, and the strand would not break.





It's extremely lightweight. Soon, everything from bicycles and boats to airplanes and cars could be made out of Graphene composites.  And when they are, their energy efficiency and durability could skyrocket.





But, that's just the beginning of what this new 'smart material' can do. Not only is it the strongest material researchers have ever tested, it's also one of the best conductors man has ever found.  IBM has already created a Graphene-based processor capable of executing 100 billion cycles per second.  Researchers believe that in the future, a Graphene credit card could store as much information as today's computers. We believe that this one material alone could prove more revolutionary than, and soon replace plastic, Kevlar and the silicon chip.


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In fact, it's such a breakthrough that the first two scientists to successfully produce single-atom-thick crystals of Graphene were awarded the 2010 Nobel Prize in Physics.





In just two years, over 200 companies from a wide array of industries have researched the magical potential of Graphene:




Graphene is a substance made of pure carbon, with atoms arranged in a regular hexagonal pattern similar to graphite, but in a one-atom thick sheet. It is very light, with a 1 square meter sheet weighing only .77 milligrams. It is an allotrope of carbon whose structure is a single planar sheet of sp2-bonded carbon atoms that are densely packed in a honeycomb crystal lattice.




The term graphene was coined as a combination of graphite and the suffix -ene by Hanns-Peter Boehm, who described single-layer carbon foils in 1962. Graphene is most easily visualized as an atomic-scale chicken wire made of carbon atoms and their bonds. The crystalline or "flake" form of graphite consists of many graphene sheets stacked together.




The carbon-carbon bond length in graphene is about 0.142 nanometers.[4] Graphene sheets stack to form graphite with an interplanar spacing of 0.335 nm. Graphene is the basic structural element of some carbon allotropes including graphite, charcoal, carbon nanotubes and fullerenes. It can also be considered as an indefinitely large aromatic molecule, the limiting case of the family of flat polycyclic aromatic hydrocarbons.




The Nobel Prize in Physics for 2010 was awarded to Andre Geim and Konstantin Novoselov at the University of Manchester "for groundbreaking experiments regarding the two-dimensional material graphene.




Touch screens, processor chips, casings, and batteries (in everything from PCs and HD TVs to tablets), mobile phones and hybrids could all be made with Graphene.





It could change entire industries, economies, and our lives.





Imagine HD TVs as thin as wallpaper, Smart phones so skinny and flexible you can roll them up and put them behind your ear, and so durable you can beat them with a hammer!





These are some but not all of the benefits of graphene.


Our ongoing business:




By concentrating on securing domestic graphite mining opportunities and the commercialization of graphene specific proprietary technology methods, management is seeking to bring profit opportunities and maximize shareholder value.




The agreement with Cheap Tubes for the licensing and marketing of Bucky Paper was the first step in developing our business plan.   We are funding the technology development and have commenced the investigation of marketing the products and services developed while seeking other complimentary projects in a like field.




We have made contact and entered into a cooperation agreement with a well-recognized collaboration partner in the Ukraine to research the properties of graphene matter as a working material for 3-D printing, which we hope will lead to a possible joint patent of a new product and use for graphene, which would be a technology in which we hold a direct interest rather than just a licensing agreement as we currently have with Cheap Tubes.




We undertook the staking of certain mining claims in the Province of Quebec, Canada which are in an active area of graphite exploration and production.   We intend to fund an exploration program, which will most likely take place in the spring and summer of 2014.   We are required to spend a total of  $120,000 on the mining claims prior to January 15, 2015 in order to maintain the claims.




We continue to get requests for information on our graphene products and we are building a contact list to work with once we have a saleable product developed.


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The Licensing and Marketing of the Technology:





What is Bucky Paper?




Bucky Paper is a strong and lightweight substance manufactured from compressed carbon nanotubes, which are long, cylindrical carbon structures consisting of hexagonal graphite molecules attached at the edges.  A sheet of Bucky Paper looks like old-fashioned typewriter carbon paper but is much stronger than an equivalent mass of steel. When sheets of Bucky Paper are stacked and compressed, the resulting material is up to 500 times stronger than steel, at one-tenth of the weight. In this arrangement, the current-carrying capacity is remarkably high. Bucky Paper also has excellent thermal conductivity and low optical reflectivity.




Originally, Bucky Paper was fabricated as a way to handle carbon nanotubes, but it is also being studied and developed into applications and showing promise as an vehicle and body armor, Li Ion batteries, and next generation electronics and displays.  The generally accepted methods of making CNT films involves the use of surfactants which improves their dispersibility in aqueous or organic solutions. These suspensions can then be processed to yield uniform films called Bucky Papers.    Among the possible uses for Bucky Paper that are being researched:





·
Fire protection: covering material with a thin layer of Bucky Paper significantly improves its fire resistance due to the efficient reflection of heat by the dense, compact layer of carbon nanotubes or carbon fibers.





·
Li Ion batteries- as an anode or cathode in the batteries.  It can enable faster charging rates and thermal stability.





·
If exposed to an electric charge, Bucky Paper could be used to illuminate computer and television screens. It could be more energy-efficient, lighter, and could allow for a more uniform level of brightness than current cathode ray tubes (CRT) and liquid crystal displays (LCD) technology.





·
Since individual carbon nanotubes are one of the most thermally conductive materials known, Bucky Paper lends itself to the development of heat sinks that would allow computers and other electronic equipment to disperse heat more efficiently than is currently possible. This, in turn, could lead to even greater advances in electronic miniaturization.





·
Films also could protect electronic circuits and devices within airplanes from electromagnetic interference, which can damage equipment and alter settings. Similarly, such films could allow military aircraft to shield their electromagnetic "signatures", which can be detected via radar.





·
Bucky Paper could act as a filter membrane to trap microparticles in air or fluid. Because the nanotubes in Bucky Paper are insoluble and can be functionalized with a variety of functional groups, they can selectively remove compounds or can act as a sensor.





·
Produced in high enough quantities and at an economically viable price, Bucky Paper composites could serve as an effective armor plating.





·
Bucky Paper can be used to grow biological tissue, such as nerve cells. Bucky Paper can be electrified or functionalized to encourage growth of specific types of cells.





·
The Poisson's ratio for carbon nanotube Bucky Paper can be controlled and has exhibited auxetic behavior, capable of use as artificial muscles.





·
It could be added as a mechanical reinforcement in composite applications





The carbon nanotube evolved from three-dimensional structures similar to the geodesic dome, which was originally conceived by the inventor R. Buckminster ("Bucky") Fuller. For this reason, nanotubes and materials made from them are often given names with "bucky-" prefixes.


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Bucky Paper is one tenth the weight yet potentially 500 times stronger than steel when its sheets are stacked to form a composite. It could disperse heat like brass or steel and it could conduct electricity like copper or silicon.




Market, Customers and Distribution Methods




The market for Bucky Paper is an emerging market.




Until the manufacturing process improves and we are able to commercialize the Bucky Paper currently under development in our agreement with Cheap Tubes to the point where it is reliable and free of unwanted inconsistencies, the product will only see very limited usage. However, methods are improving at a rapid pace and more money is being funneled into research. Nevertheless, it will be a number of years before Bucky Paper fully replaces any competitive products. Bucky Paper still needs to undergo thorough testing along with studies delving into how it may potentially impact the environment. Since this developing product is a completely untested product from the perspective of consumer safety, there may even be health risks. There have been concerns that Bucky Paper may be similar to asbestos and harm humans, however Bucky Paper is marketed currently although in limited quantities. Until adequate testing is performed, Bucky Paper will not be used on a large scale.




We do not yet have a product to market or customers and we have not yet determined distribution methods we will use.  Our licensed technology requires further development before we will have a product ready to market. We expect that we will be on the market in twelve to eighteen months, however, we cannot say with certainty we will meet this timeline.  We expect to initially market the products via internet sales, direct sales and trade show sales.  We will however, be competing with our licensor, Cheap Tubes Inc. who currently  markets a Bucky Paper product and markets other products related to our chosen industry  in this fashion and has substantial market experience, having been in the industry since 2005 and manufacturing and marketing a 2” Bucky Paper since 2009. However, we will receive royalties on the products sold by Cheap Tubes Inc.




Currently, Cheap Tubes makes a hybrid Bucky Paper using the surfactant free technology that will be further developed by our funding.  The current product, while highly flexible and highly conductive has resistance levels of between 3 ohms and 30 ohms.  The goal with the further development funding is to be below 1 ohm and ultimately below 0.1 ohm of resistance.  This resistance level while not required to be able to market the Bucky Paper is the perceived resistance level to develop sufficient market interest to generate sufficient revenues to recover our costs and hopefully generate profitability for the Company.




We expect that the funding that we have allocated to Cheap Tubes will be sufficient to complete the testing and finalize development of the technology resulting in a marketable product, however, we cannot say with certainty that this will be the case.   We are relying on the fact that Cheap Tubes already has completed the initial stage product development and has certain equipment that will be required for the ongoing development and our funds will be allocated to purchasing additional equipment and to materials and testing costs.      Should we be required to fund additional costs we expect to draw down on our current financing agreement to provide the funding, although we cannot say with certainty that such funding will not have been already drawn down for other projects or that the funds will be available for draw-down if and when required.




In regard to the government regulations which are required to market our products when developed, Cheap Tubes as more particularly identified under “Regulatory Approvals Required to Market the Products” on Page    10    and   “Government Regulations” on page 11 of this filing.




Competition




We are a new company having entered into an agreement for a developing technology and as such we have a weak competitive position in the industry. We compete with independent manufacturers and institutional and individual investors who are actively seeking to develop and market Bucky Paper as well as more traditional alternatives.




Currently there are two main competitors, Nano Comp Tech & Buckeye Composites.  Nano Comp can make the product on a much larger scale and they are the largest industry player.   Buckeye has put out a presentation they may go to a larger scale in 2013 but it is unconfirmed and not guaranteed.  They currently sell for $75/ sq ft and the goal is $20 sq ft.  Cheap Tubes believes we can compete even at this lower price. Buckeye does a lot of hand manufacture (prepeg with polymers for example) which can be automated. Both of these companies work more with the CNT Bucky Paper. Our paper is mostly graphene with only a bit of CNTs for flexibility and conductivity enhancement.


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We also compete with other technology development companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing companies in our field of endeavor may impact our ability to raise additional capital in order to fund our agreement or further acquisitions. If investors perceive that investments in our competitors are more attractive based on the merit of their technologies, or the advanced stage of marketing or development or the price of the investment opportunity.




Scientists in the US and China are already using tiny Graphene-based probes to target and identify tumors in live mice. They hope similar Graphene-based particles could shuttle cancer drugs to tumors, or even kill tumor cells directly. Engineers at Northwest University, Seattle, found that specially crafted Graphene electrodes could allow a lithium-ion battery, like those found in your smart phone or Toyota Prius, to charge 10 times faster and hold 10 times more power. And in 2011, chemists at Rice University, Houston, created Graphene-based thin films, unlocking the secret to incredibly flexible, super-durable touch screens and solar cells that can wrap around just about anything.











Samsung has already said its flexible displays should enter full-scale production later this year, and it expects to have a dozen more Graphene based products on the market within the next five.





IBM, Nokia and Apple are hot on their heels too.





We face competition from many companies, major universities and research institutions in the United States and abroad. Many of our competitors have substantially greater resources, experience in conducting research, experience in obtaining regulatory approvals for their products, operating experience, research and development and marketing capabilities name recognition and production capabilities. We will face competition from companies marketing existing products or developing new products which may render our licensed technologies (and products) obsolete.




These companies may have numerous competitive advantages, including:




·  significantly greater name recognition;




·  established distribution networks;




·  more advanced technologies and product development;




·  additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage;




·  greater experience in conducting research and development, manufacturing, obtaining regulatory approval for products, and marketing approved products; and




·  greater financial and human resources for product development, sales and marketing, and patent litigation.




Our commercial success will depend on our ability to compete effectively in product development areas such as, but not limited to, safety, price, marketing and distribution.


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There can be no assurance that competitors will not succeed in developing products that are more effective than our licensed Bucky Paper technology, therefore rendering our licensed products obsolete and non-competitive. Accordingly, in addition to our licensors research and development efforts, we may need to create a public relations/advertising program designed to establish “brand” name recognition early on in our corporate development; we intend to continue to develop and market our brand name pending commercialization of products, if any, we may derive from the research and development efforts of our licensor.




We believe our strategy ultimately will facilitate the marketing, distribution and public acceptance of any products that  may be derived from research and development efforts if and when regulatory approval is received.




Competition with respect to our licensed technologies is and will be based, among other things, on safety, reliability, availability, price, marketing, distribution and patent position. Another important factor will be the timing of market introduction of any Graphene related products developed by our licensor.




Accordingly, the speed with which our licensor can develop Graphene products, complete safety approvals processes and ultimately supply commercial quantities of any products developed to the market is expected to be an important competitive factor.




Our competitive position will also depend upon our ability to attract and retain qualified personnel, for our licensor to obtain patent protection or otherwise develop proprietary products or processes, and to secure sufficient capital resources for the often substantial period between technological conception and commercial sales.




Regulatory Approvals Required for the Products to be Developed and Marketed




Cheap Tubes intends to file a pre-manufacturing notice (“PMN”) with the Environmental Protection Agency (“EPA”).  As the nanostructures are confined to a paper like product and not loose particles, it is anticipated that there may be an exemption from the EPA and there will be no requirement to finalize the PMN, as has occurred with one of the competitors currently marketing a similar product.  However, Cheap Tubes intends to complete the PMN and submit and with the submission they will ask for a low release exemption to be granted (LOREX).   Under a LOREX, the manufacturer agrees with the EPA on production levels which allows for the limited marketing of the products while finalizing the PMN over the course of a couple of years, when the products should receive full approval from the EPA.  The testing regimens with the EPA will get established after the LOREX is granted so we cannot predict at this time when we may be in full production.   However, we intend to market the products immediately upon the LOREX being granted.




Intellectual Property




We do not currently have any intellectual property and we will not own any intellectual property under our agreement with Cheap Tubes.  Rather, we will have the non-exclusive marketing rights to the Cheap Tubes technology and an overriding royalty on sales from the technology once developed and marketed.




Our licensor filed a utility patent in Feb 2011 (with a federal 2010 filing date due to provisional application) for the core technology of which the paper is one application.  Our licensor also has another provisional patent pending now which is specific to the Bucky Paper.  The core patent filing number is 12/932,221 and  the provisional patent  application number is  61/666,513.




The core patent has an office action rejecting the patent and our licensor has until November 15, 2013 to submit a response, which he intends to file before the end of October, 2013. The patent attorney has been advised that a resubmission with additional information will take place by the end of October or early November.  Cheap Tubes has abandoned the provisional patent. 
 We intend to file any patents developed under our collaboration with the Institute but as yet we have not completed the research so no patent is currently filed. We cannot say if we will be successful in developing a patentable technology at this time.
 
 Research and Development
 
 We did not incur any research and development expenses during the period from June 1, 2010 (inception) to our fiscal year ended June 30, 2013.


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Government Regulations




We are not yet aware of any direct government regulations relating to the manufacture of Bucky Paper; however the manufacture will be subject to various federal, and state laws governing manufacturing.  However, we will not manufacture but we will only market the products produced by Cheap Tubes therefore the government regulations will relate to our marketing efforts.  We expect the manufacturer will be responsible for ensuring that the products are manufactured and supplied for distribution in compliance with all laws.  Our licensor advises that as long as they label the products for R&D use only, they do not run afoul of the USEPA, which would impact on our ability to sell product.  When the licensor seeks to move out of R&D they will need to file  a pre manufacturing notice.  This gives them two years to market and when they hit a certain volume threshold as negotiated with the EPA, they then need to negotiate a testing schedule.




Environmental Regulations




We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.  Our licensor will have to ensure that they comply with all environmental regulations and should they fail to do so, our supply of product may be at risk.




While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for the products or services, which could have a material adverse effect on our results of operations.




There are several concerns with nanoparticles, they are human and environmental. Nanoparticles are bad to inhale or otherwise get inside your body.  They can provoke an immune response and can also pass the blood brain barrier.  Because they are electrically conductive they could electrically short nerves.   There is evidence that CNTs can mimic asbestos exposure and mesothelioma could result.  They can also build up in arteries and contribute to athero sclerosis.




The likelihood of this type of exposure is dramatically decreased when they are incorporated into a product such as Bucky Paper.   The environmental concern is to keep them out of the air and ground water.  This can be further mitigated by using a polymer in the formulae which our licensor may determine to do.





Status of our  development plan under the Cheap Tubes agreement





On December 3, 2012 we entered into and executed a non-exclusive technology License agreement for patent and trade secret technology in the field of graphene oxide or “Bucky” paper with Cheap Tubes, Inc.  Pursuant to the terms of the agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the manufacturing processes for graphene products, including graphene paper, also known as Bucky Paper.  We agreed to fund commercial development activities based on the payment schedules defined below and we received a license for the rights on a nonexclusive basis for marketing products and/or services.   Pursuant to the terms of the agreement, we agreed to provide the following payments to Cheap Tubes:





A minimum of $250,000 over 18 months, payable as follows:




·
$10,000 on the execution of the agreement; (paid)·
$40,000 per quarter on January 1, 2013, April 1, 2013, July 1, 2013 and October 1, 2013 and on January 1, 2014 and April 1, 2014.





Under the terms of the agreement, Cheap Tubes was to incorporate a new corporation (“Newco”) and assign all rights and obligations of the agreement with us as well as the patent agreement.  The newly formed corporation would then become the party to this agreement.   Until such time as Newco was formed all funds paid were to remain in an attorney escrow.  Further, in order to have funds released from escrow the parties were to formulate and agree to a milestone schedule to be met by Cheaptubes or Newco as the case may be.   Each quarter the milestones from the prior quarter must be met as a pre-condition to the upcoming quarterly funding.   Under the agreement the Company was granted a non-exclusive license to market and distribute Bucky Paper using the patents, trade secrets and knowhow (the “Proprietary Rights”) throughout the world. Newco or Cheap Tubes will manufacture the Bucky Paper products and we shall have no rights to sublicense the Proprietary Rights to a third party. As the agreement is non-exclusive, Cheap Tubes will also have the right to market and distribute Bucky Paper products, subject to our ongoing fees, as described below.


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On December 21, 2012, we received the required schedule under the agreement.  On December 24, 2012, we received notification that of the incorporation of CTI Nanotechnologies LLC (“CTI”), and the assignment of the patents to CTI.  As per the terms of the agreement, all conditions were satisfied and therefore the funds were released from escrow.




As consideration for funding, we will receive 40% of the Net Sales Revenue for Bucky Paper until the amount we have received equals our capital investment regardless of whether we, Cheap Tubes or CTI are the ultimate vendors on the sale.  Thereafter, we will receive 30% of our capital investment until such time as we have received an amount equal to 20% of the $250,000 invested, 25% for the next five years and 20% for the remaining five years, at which time all obligations to us from Cheap Tubes or CTI shall cease.





Under the agreement, any new opportunities presented to us or Mike Foley (the shareholder of Cheap Tubes), Cheap Tubes or CTI are to be negotiated and if agreement is reached then shall be formalized in a mutually acceptable definitive agreement; with no obligation upon either party to enter into an agreement should they not be able to negotiate mutually acceptable terms.  However, it is the intent of the parties to work toward furthering the business of Cheap Tubes, CTI, our business and any new business that may present itself.


During the fiscal year ended June 30 2013, the Company paid cash in the amount of $170,000 pursuant to the agreement, and recorded the amount as prepaid advances on future revenue under the licensing agreement.





Our licensing agreement had a number of scheduled milestones that were required to be met by our licensor in order for the Company to continue to fund under the agreement.





All of the milestones were met as required for the quarter ended December 31, 2012 as per the indicated milestones and included, the finalization of agreements, the incorporation of CTI, the purchase of certain equipment for scale up of product production, the purchase of raw materials for testing.





For the first quarter ended March, 2013, CTI did not meet all of their milestones specifically the milestone related to the securing of new space and a move into the facility.  While new space was identified, there was a problem with oil residue in the facility which was proposed to be leased and the landlord declined to clean up so that the Company could operate within the clean requirements for the development of the products.   The Company continued funding although this milestone was missed.





For the quarter ended June, 2013, CTI did not meet the milestones.  The building was leased and  renovations are currently ongoing and CTI hopes to move in by the end of October, 2013.   However, the siting of equipment will not allow for operations to commence.   There is currently still ongoing site work to ready the building for occupancy which is hoped to be completed on or before October 21, 2013.   Once the equipment is situated then an electrician needs to be engaged to determine the power requirements for the equipment and to sign off on a proposal which will allow CTI to make application to the power company for power to be installed to the facility.  The power company has advised CTI that this action could take up to two months.   Therefore, it is not expected that CTI will be able to meet its ongoing milestones in a timely fashion.  However, the Company and CTI will continue to work under the agreement to push forward as quickly as possible with the final plans for products that can be marketed.    As the agreement is currently in default due to the inability to meet the milestones, the Company and CTI may revise the agreement over the next two months.





Available Information





Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies.


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Information Related to our Mining Claims:




Measurement & Currency





Conversion of metric units into imperial equivalents is as follows:





Metric Units
Multiply by
Imperial Unitshectares
2.471
= acresmeters
3.281
= feetkilometers
0.621
= miles (5,280 feet)grams
0.032
= ounces (troy)tonnes
1.102
= tons (short) (2,000 lbs)grams/tonne
0.029
= ounces (troy)/ton




We have staked a total of 100 mineral claims covering approximately 5,400 hectares (13,343 acres in the Province of Quebec, Canada in January, 2013, known as the Lac Nicolas Property (the “Property”).   The property is an exploration project with no proven or probable reserves.  We had intended to commence exploration on these mineral claims during the calendar year 2013, however, we are unsure whether we will be able to undertake exploration in the fall or winter of 2013 and early 2014 due to weather conditions.   We intend to explore for graphite. The property is part of the Government of Quebec’s proposed “Plan Nord” which is one of the biggest economic, social and environmental development initiatives with the intention to spend $80 billion during the next 25 years in this region and will create or consolidate 20,000 jobs per year. The government is thinking about giving tax credits for investment in the mining projects.




Market, Customers and Distribution Methods




Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.




The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines. The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.




Competition




The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or claims available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.


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Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.




We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.




General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable oil and gas properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry by:




●
keeping our costs low;●
relying on the strength of our management’s contacts; and●
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.





Government Regulation




We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Baie-Cameau Township, Quebec in Canada, including those which govern prospecting, mineral exploration, drilling, mining, production, mineral extraction, transportation of minerals, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and several other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations promulgated by Quebec and the Canadian Federal Government. Currently, there are no costs associated with our compliance with such regulations and laws. There is presently no need for any government approval of our business or our anticipated mineral products.




Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known as we do not know the size, quality of any resource or reserve at this time. It is impossible to assess the impact of any capital expenditures on earnings or our competitive position.


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Environmental Regulations




Our exploration activities are also subject to various federal and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment and in material compliance with applicable environmental laws and regulations. Changes to current local or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating costs. Although we are unable to predict what additional legislation and the associated costs of such legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.





Employees





As of June 30, 2013 we did not have any employees.  Currently, Rick Walchuk, our sole director and officer spends about 20 hours per week on our operations on a consulting basis.




ITEM1A.  RISK FACTORS




An investment in our securities should be considered highly speculative due to various factors, including the nature of our business and the present stage of our development. An investment in our securities should only be undertaken by persons who have sufficient financial resources to afford the total loss of their investment. In addition to the usual risks associated with investment in a business, the following is a general description of significant risk factors which should be considered. You should carefully consider the following material risk factors and all other information contained in this Annual Report before deciding to invest in our Common Shares. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. Additional risks and uncertainties we do not presently know or that we currently deem immaterial may also impair our business, financial condition or operating results.




RISKS RELATED TO OUR BUSINESS




The success of our business depends upon the continuing contributions of our Chief Executive Officer and other key personnel and our ability to attract other employees to expand our business.




We will rely heavily on the services of Rick Walchuk our Chief Executive Officer, as well as other senior management personnel that we intend to hire. Loss of the services of any of such individuals would adversely impact our operations. In addition, we believe that our technical personnel will represent a significant asset and provide us with a competitive advantage over many of our competitors. We believe that our future success will depend upon our ability to retain these key employees and our ability to attract and retain other skilled financial, engineering, technical and managerial personnel. For example, we presently do not have any directors or officers, other than Rick Walchuk, who have experience with preparing disclosure mandated by U.S. securities laws and we will be required to engage such persons, and independent directors, in order to satisfy the initial listing standards of the major exchanges on which we may seek to list our common stock. In addition, if we fail to engage qualified personnel, we may be unable to meet our responsibilities as a public reporting company under the rules and regulations of the Securities and Exchange Commission.




If we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow our business effectively.




Our performance is largely dependent on the talents and efforts of highly-skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly-skilled personnel for all areas of our organization, as well as to identify, contract with, motivate and retain contract personnel on an outsourced basis for special projects. Our continued ability to compete effectively depends on our ability to attract new employees. As we become a more mature company, we may find our recruiting efforts more challenging.  If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may struggle to grow our business.




The products we intend to market may not be accepted by the market.




Our success depends on the acceptance of the products we will market in the marketplace.  Market acceptance will depend upon several factors, including (i) the desire of consumers and corporations for the ability to use the products.  A number of factors may inhibit acceptance of the products, including (i) the existence of competing products, (ii) our inability to convince consumers that they need to pay for the products and services we offer, (iii) our inability to convince corporations that they need to pay for the products and services we offer or (iv) failure of individuals and corporations to use the products. If the products are not accepted by the market, we may have to curtail our business operations, which could have a material negative effect on operating results and result in a lower stock price.


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There is significant competition in our market, which could make it difficult to attract customers, cause us to reduce prices and result in reduced gross margins or loss of market share.




The market for the products and services is highly competitive, dynamic and subject to frequent technological changes. We expect the intensity of competition and the pace of change to either remain the same or increase in the future. A number of companies may offer products that provide the same or greater functionality than the licensed products. We may not be able to maintain our competitive position against current or potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other resources. Competitors with greater resources may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential employees, distributors, resellers or other strategic partners. We expect additional competition from other established and emerging companies as the market for the licensed products continues to develop. Further, we will face competition from the licensor of the products we will market.




We may not be able to compete successfully against current and future competitors.




We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate this market and be able to compete at a profit. In addition to established competitors, other companies can easily enter our market and compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger technical staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and competitors' innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition or our failure to compete effectively, could seriously damage our business and chances for success.




We plan to grow very rapidly, which will place strains on management and other resources.




We plan to grow rapidly and significantly expand our operations. This growth will place a significant strain on management systems and resources. We will not be able to implement our business strategy in a rapidly evolving market without an effective planning and management process, and, to date, we have not implemented sophisticated managerial, operational and financial systems and controls. We may be required to manage multiple relationships with various strategic partners, technology licensors, users, advertisers and other third parties. These requirements will be strained in the event of rapid growth or in the number of third party relationships, and our systems, procedures or controls may not be adequate to support our operations and management may be unable to manage growth effectively. To manage our expected growth, we will be required to significantly improve or replace existing managerial, financial and operational systems, procedures and controls, and to expand, train and manage our intended growing employee base. We will be required to expand our finance, administrative and operations staff. We may be unable to complete in a timely manner the improvements to our systems, procedures and controls necessary to support future operations, management may be unable to hire, train, retain, motivate and manage required personnel and management may be unable to successfully identify, manage and exploit existing and potential market opportunities.


19


Our commercial success will depend in part on the ability of the licensor of the technology to maintain protection of their intellectual property.




Our success will depend in part on the ability of the licensor of the technology to maintain or obtain and enforce patent and other intellectual property protection for the technologies and to preserve trade secrets, and to operate without infringing upon the proprietary rights of third parties. We cannot be certain that the creators of the technology were the first inventors of inventions covered by their patent and patent application or that they were the first to file. Accordingly, there can be no assurance that the patent and patent application are valid or will afford us with protection against competitors with similar technology. The failure to obtain or maintain patent or other intellectual property protection on the technologies underlying our licensed biodiesel manufacturing processes may have a material adverse effect on our competitive position and business prospects. It is also possible that the technologies may infringe on patents or other intellectual property rights owned by others. If we are found liable for infringement, we may be liable for significant money damages and may encounter significant delays in bringing products and services to market.




If we do not continually introduce new products or enhance our current  licensed products, they may become obsolete and we may not be able to compete with other companies.




Technology is rapidly evolving. Our ability to compete depends on our ability to develop or license new technologies and products as well as our ability to market our current licensed products and  our services. We may not be able to keep pace with technological advances and products may become obsolete. In addition, our competitors may develop related or similar products and bring them to market before we do, or do so more successfully, or develop technologies and products more effective than any that we have developed or are developing. If that happens, our business, prospects, results of operations and financial condition may be materially adversely affected.




We have no history of marketing technology which makes it difficult to evaluate our business.




We have just finalized our licensing agreements and are setting in place operations.   We have no history of operations in our industry. Our limited operating history makes it difficult for prospective investors to evaluate our business. Therefore, our operations are subject to all of the risks inherent in the initial expenses, challenges, complications and delays frequently encountered in connection with the early stages of any new business, as well as those risks that are specific to the biomass and energy industry. Investors should evaluate us in light of the problems and uncertainties frequently encountered by companies attempting to develop markets for new products, services, and technologies. Despite best efforts, we may never overcome these obstacles.




Our business is dependent upon the implementation of our business plan, as well as our ability to enter into agreements with third parties for the provision of our licensed technology. There can be no assurance that our efforts will be successful or result in continued revenue or profit.




If we do not succeed in our expansion strategy, we may not achieve the results we project.




Our business strategy is designed to develop and market our licensed products and services. Our ability to implement our plans will depend primarily on the ability to attract customers and the availability of qualified and cost effective sales personnel. There are no firm agreements for employment of additional marketing personnel, and we can give you no assurance that any of our expansion plans will be successful or that we will be able to establish additional favorable relationships for the marketing and sales of our licensed products and or our services. We also cannot be certain when, if ever, we will be able to hire the appropriate marketing personnel and establish additional merchandising relationships.




Economic conditions could materially adversely affect our business.




Our operations and performance depend to some degree on economic conditions and their impact on levels of consumer spending, which have recently deteriorated significantly in many countries and regions, including the regions in which we operate, and may remain depressed for the foreseeable future. For example, some of the factors that could influence the levels of consumer spending include continuing increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and operating results.


20


Mineral exploration is highly speculative in nature and there can be no certainty of our successful development of profitable commercial mining operations.




The exploration and development of mineral properties involve significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few explored properties develop into producing mines. Substantial expenses may be incurred to locate and establish mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.




There is no certainty that the expenditures made by us towards the exploration and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.




Because our business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations.




Our operations are subject to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction of the equipment involved and injury or death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business.




Damage to the environment could also result from our operations. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations.




Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.  Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could harm our results of operations. We cannot be sure that our proposed business operations will not violate environmental laws in the future.  Our operations and properties are subject to extensive laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to health and safety. These laws and regulations may do any of the following: (i) require the acquisition of a permit or other authorization before exploration commences; (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities;  (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas; (iv) require remedial measures to mitigate pollution from former operations; and (v) impose substantial liabilities for pollution resulting from our proposed operations.  The exploration of mineral reserves are subject to all of the usual hazards and risks associated with mineral exploration, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future. There are also risks against that we cannot, or may not elect to insure. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our financial position, future earnings, and/or competitive positions.


21


Mining operations generally involve a high degree of risk.




Mining operations are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.




If any of these risks and hazards adversely affect our mining operations or our exploration activities, they may: (i) increase the cost of exploration to a point where it is no longer economically feasible to continue operations; (ii) require us to write down the carrying value of one or more mines or a property; (iii) cause delays or a stoppage in the exploration of minerals; (iv) result in damage to or destruction of mineral properties or processing facilities; and (v) result in personal injury, death or legal liability. Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows.




We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in developing mineral reserves.




The natural resource market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We will be competing with many exploration companies that have significantly greater personnel, financial, managerial and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.




We may not have access to all of the supplies and materials we need to begin exploration, which could cause us to delay or suspend operations.




Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials prior to undertaking exploration programs. If we cannot find the products, equipment and materials we need, we will have to suspend our exploration plans until we do find the products, equipment and materials.




We are an exploration stage company, and there is no assurance that a commercially viable deposit or “reserve” exists in the property in which we have claim.




We are an exploration stage company and cannot assure you that a commercially viable deposit, or “reserve,” exists on our mineral properties. Therefore, determination of the existence of a reserve will depend on appropriate and sufficient exploration work and the evaluation of legal, economic and environmental factors. If we fail to find commercially viable deposits, our financial condition and results of operations will be materially adversely affected.




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.


22


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.




Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.




Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. For example, on January 30, 2009, the SEC adopted rules requiring companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language, or XBRL. We currently have to comply with these rules. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.




Because of the early stage of development and the nature of our business, our securities are considered highly speculative.




Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have not generated any revenues nor have we realized a profit from our -operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term.   Any profitability in the future from our business will be dependent upon our ability to market the products developed under our licensing agreement and to source other acquisitions in the industry we have chosen either additional technologies or exploration projects. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.




We may, in the future, issue additional common shares that would reduce investors’ percent of ownership and may dilute our share value.




The future issuance of common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common shares issued in the future on an arbitrary basis. The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the common shares held by our investors, and might have an adverse effect on any trading market for our common shares.




The Market for Penny Stock has suffered in recent years from patterns of fraud and abuse




Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and 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 wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.


23


Our common shares are subject to the “Penny Stock” Rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.




The SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.




Our common shares are currently regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for its shares is less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide a customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. To the extent these requirements may be applicable; they will reduce the level of trading activity in the secondary market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.




FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.




In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.




Our common stock may experience extreme rises or declines in price, and you may not be able to sell your shares at or above the price 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 OTC-BB 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.


24


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.





ITEM1B.  UNRESOLVED STAFF COMMENTS





None.





ITEM2.   PROPERTIES





Our Offices:





Our executive staff offices remotely from corporate offices in Las Vegas, Nevada, which are our principal offices.  These offices provide mail, and the use of office facilities as required.    The fees for these offices are approximately $50 per month.   Our sole director and officer, Rick Walchuk provides office space where he works in his country of residence, Greece, free of charge to the Company.  Our principal office is located at 3651 Lindell Road, Ste. D#422, Las Vegas, Nevada. Our telephone number is (702) 473-8227.


25


Our Mineral Properties:




Index of Geologic Terms







TERM
DEFINITIONAmphibolite
is a non-foliated metamorphic rock that forms through recrystallization under conditions of high viscosity and directed pressure.Anorthosite
is a type of intrusive igneous rock composed predominantly of calcium-rich plagioclasefeldspar. All anorthosites found on Earth consist of coarse crystals. Most anorthosites formed during Precambrian times.Archean age
was a period of time 2,500-3,800 million years ago. The oldest rocks formed on earth were produced during the archean age.Biotite
is a sheet silicate. Iron, magnesium, aluminium, silicon, oxygen, and hydrogen form sheets that are weakly bound together by potassium ions.Breccia
a sedimentary rock consisting of sharp fragments embedded in clay or sand.Gabbronorite
is a coarse-grained, av.between 2-16mm normal crystalline intrusive rockGneiss
is a common and widely distributed type of rock formed by high-grade regional metamorphic processes from pre-existing formations that were originally either igneous or sedimentary rocks.Grenville Province
Makes up the youngest portion of the Canadian Shield.  Its name is derived from the village of Grenville in Quebec and is considered as a typical study area for base metals and related tectonics. It forms the outheastern margin of the Superior Province, and is divided into three distinct belts based on structure, lithology, and metamorphism. The Grenville Province is known for its graphite, iron and ilmenite mines, its industrial mineral potential, and less so for it’sHorneblende
is a complex series of minerals. It is not a recognized mineral in its own right, but the name is used as a general or field term, to refer to a dark amphibole.

Hornblende is a mixture of three molecules; a calcium-iron-magnesium silicate, an aluminium-iron-magnesium silicate, and an iron-magnesium silicate.


Igneous rock
Is any of various crystalline or glassy rocks formed by the cooling and solidification of molten earth materialIsoclinal fold
a fold in sedimentary rocks where the axial surface and limbs slope in the same direction and at approximately the same angle. Isoclinal folds are formed under conditions of intensive lateral compression or with slipping brought about by the force of gravity.Metamorphic rocks
Metamorphic rocks make up a large part of the Earth's crust and are classified by texture and by chemical and mineral assemblage (metamorphic facies). They may be formed simply by being deep beneath the Earth's surface, subjected to high temperatures and the great pressure of the rock layers above it. They can form from tectonic processes such as continental collisions, which cause horizontal pressure, friction and distortion. They are also formed when rock is heated up by the intrusion of hot molten rock called magma from the Earth's interior


26




Paragneiss
a metamorphic rock formed in the earth’s crust from sedimentary rocks (sandstones and argillaceous schists) that recrystallized in the deep zones of the earth’s crust in an amphibolite facies of metamorphism.Proterozoic age
relating to the later of the two divisions of Precambrian time, from approximately 2.5 billion to 570 million years ago,Plagioclase
is a major constituent mineral in the Earth's crust, and is consequently an important diagnostic tool in petrology for identifying the composition, origin and evolution of igneous rocks.Quartz
is the second most abundant mineral in the Earth's continental crust.Quartzite
is a hard, non-foliated metamorphic rock which was originally sandstone.




Our Properties:




We have staked a total of 100 mineral claims covering approximately 5,400 hectares (13,343 acres in the Province of Quebec, Canada in January, 2013, known as the Lac Nicolas Property (the “Property”).   We intend to commence exploration on these mineral claims during the calendar year 2013.   We intend to explore for graphite. The property is part of the Government of Quebec’s proposed “Plan Nord” which is one of the biggest economic, social and environmental development initiatives with the intention to spend $80 billion during the next 25 years in this region and will create or consolidate 20,000 jobs per year. The government is thinking about giving tax credits for investment in the mining projects.


27







We do not yet have an exploration plan or program proposed as we have just acquired the Property.




Location and Access




The Property is located approximately 300 kilometres north of the town of Baie-Cameau in Quebec, on NTS map 22N03 with coordinates -690 19’ 30”W; 510 07’ 45 N (UTM: 477259 E; 5664239 N, NAD 1983, Zone 19) in the center of the Property. It can be accessed by highway 389 and a network of gravel roads which are part of Hydro Quebec’s Manicougan dam reservoir.


28







29









History




The earliest exploration work in the area was carried out in the late 1950’s to the early 1960’s and was mainly focused on following up magnetic anomalies in the iron formation to find iron deposits. In 2002, a graphite showing was discovered on a logging road which led to the development of Lac Gueret graphite deposit by Quebec Cartier Mining Company and is presently owned by Mason Graphite Corp.




Geology and Structure




The southern part of the property is underlain by paragneiss, quartzite and amphibolite geological rock units of Granville Province of Proterozoic age. The central and northern area is underlain by Archean age basement rocks mainly grey gneiss with quartz, plagioclase, biotite and/or hornblende, mafic gneiss with hornblende and / or biotite. Anorthosite and gabbronorite geological rock units are exposed to the south outside the property area.




Pre- Granville deformation has been overprinted by the Granville orogeny in which four periods of deformation are mapped in the area. These are alternate phases of folding and foliation affecting shallow bedrocks approximately to a depth 250 metres. Generally the graphite mineralization is associated with tight, steep isoclinal folds where high grade zones are located in brecciated zones.


30












31





Exploration Programs





The Company has not yet undertaken any exploration programs on its properties since acquired.  As of the date of this filing the Company has requested a planned exploration program to be undertaken as weather permits in early 2014.  The plan has not yet been received.  The Company is required to expend a total of $120,000 on the mining claims to remain in good standing before mid January, 2015.




ITEM3.  LEGAL PROCEEDINGS





We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.





ITEM4.  MINE SAFETY DISCLOSURES




Not Applicable.


32


PART II





ITEM5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters




Market Information




The Company's common stock is currently quoted on the Over-the-Counter Bulletin Board (OTC/BB) under the trading symbol “AGIN”, and has been quoted since July 18, 2012 therefore we have no information on high and low closing bid prices to report for the fiscal year ended June 30, 2012.   We provide below the information from the quarter ended September 30, 2012 to June 30, 2013.





Quarter
High ($)
Low ($)4th Quarter ended 06/30/2013
0.87
0.49303rd Quarter ended 03/31/2013
2.00
0.402nd Quarter ended 12/31/2012
0.85
0.801st Quarter ended 09/30/2012
0.85
0.80





The above information was provided by OTC Markets.  The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.





Holders





As of  October 3, 2013, there were 18 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).





Dividends





We have never declared or paid dividends on our common stock.  We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.





Transfer Agent




The transfer agent for the common stock is Empire Stock Transfer Inc. The transfer agent’s address is 1859 Whitney Mesa Dr. Henderson, NV, and its telephone number is (702) 818-5898.





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





Recent Sales of Unregistered Securities:





There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.


33


ITEM6.  SELECTED FINANCIAL DATA





The Company is a smaller reporting company and is not required to provide this information.





ITEM7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward Looking Statements





This current report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "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, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.





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





The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").





Liquidity & Capital Resources





We are an exploration stage company intending to be engaged in the exploration of mineral properties and the development of related technologies, for graphite and graphene.  To date, we have not generated any revenues.





Cash on hand at June 30, 2013 was $116,588 as compared to $30,042 as of June 30, 2012. Our total liabilities at June 30, 2013 were $8,806 as compared to $45,739 as at June 30, 2012. This significant change was as a result of operating funds received from the sale of common stock in the amount of $635,000 for the fiscal year ended June 30, 2013 as compared to $5,190 for the fiscal year ended June 30, 2012.  Proceeds from the sale of common stock were used to pay outstanding loans and operating expenses for the Company.





We do not currently have any properties or projects.   While we cannot say what actual funds may be required over the next twelve month period to further our business plan, we anticipate that we will require a minimum of $500,000 to fund operations for the next twelve months, which should allow for an exploration program on our mineral claims in the amount of $120,000, $50,000 for the 3D project and $80,000 to be paid to Cheaptubes in regard to the technology development agreement with the balance for working capital  and for the Company to seek acquisitions of technologies related to our planned business.




During our fiscal year ended June 30, 2013, the Company was successful in raising the required funding for operations by way of private placements.   As of the date of this filing and subsecuent to our fiscal year end, the Company completed a private placement in the amount of  $600,000 which the Company believes will be sufficient to meet its ongoing expenditures for the fiscal year ended June 30, 2014.


34


While we believe we have sufficient funding to meet our next twelve month obligations, our ability to meet our financial liabilities and commitments is primarily dependent upon the  continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.





The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.





Results of Operations





We have recently changed our business plan with the change in control of the Company.   We do not have any revenues and have not had any revenue since inception on June 1, 2010.





We have a net loss of $575,384 for the fiscal year ended June 30, 2013 as compared to a net loss of $46,052 for the fiscal year ended June 30, 2012. From inception we have had a net loss of $641,844.  Due to increased operations we had an increase in professional fees from $22,192 (2012) to $38,103 (2013),  management fees in the amount of $55,000 (2013) as compared to $5,000 for management fees (2012); exploration expenses of $24,468 (2013) with no comparable expense for June 30, 2012, officer and general expenses of $91,020 (2013) as compared to $9,079 (2012), consulting fees increased to $134,576 as of June 30, 2013 from $9,671 for June 30, 2012 and stock based compensation expense of $231,450 as of June 30, 2013 with no comparable expense for the period ended June 30, 2012.





Other expense related to interest was $767 as of June 30, 2013 as compared to interest expense of $110 for June 30, 2012.





Basic loss per share was $0.01 as at June 30, 2013 compared to $0.00 for June 30, 2012.





Off-balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.





Critical Accounting Policies and Estimates





The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.





Recent Accounting Pronouncements





The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.





ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The Company is a smaller reporting company and is not required to provide this information.





ITEM8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


All financial information required by this Item is attached hereto below beginning on page F-1.


35


AMERICAN GRAPHITE TECHNOLOGIES INC.


(FORMERLY GREEN & QUALITY HOME LIFE, INC.)





FINANCIAL STATEMENTS


JUNE 30, 2013 AND 2012


AUDITED





REPORTED IN UNITED STATES DOLLARS








PageReport of Independent Registered Public Accounting Firm
F-2Report of Independent Registered Public Accounting Firm
F-3Balance Sheets
F-4Statements of Operations
F-5Statement of Stockholders’ Equity (Deficit)
F-6Statements of Cash Flows
F-7Notes to Financial Statements
F-8 to F-18


F-1


REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of American Graphite Technologies, Inc.:
 
 We have audited the accompanying balance sheet of American Graphite Technologies, Inc. (“the Company”) as of June 30, 2013 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the period June 1, 2010 (inception) through June 30, 2013. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of American Graphite Technologies, Inc., as of June 30, 2013, and the results of its operations and its cash flows for the period June 1, 2010 (inception) through June 30, 2013, in conformity with generally accepted accounting principles in the United States of America.
 
 The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ B F Borgers CPA PC
 B F Borgers CPA PC
 Denver, CO
  October 15, 2013
 F-2
  logo accounting firm
  OfficeLocations
 Las Vegas, NV
 New York, NY
 Pune, India
 Beijing, China
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders
 American Graphite Technologies, Inc,
 
 We have audited the accompanying balance sheets of American Graphite Technologies, Inc. (A Development Stage Company) (the “Company”) as of June 30, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the years then ended and for the period from inception (June 1, 2010) through June 30, 2012. American Graphite Technologies, Inc’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Graphite Technologies, Inc (A Development Stage Company) as of June 30, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended and for the period from inception (June 1, 2010) through June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  /s/ De Joya Griffith, LLC
 Henderson, Nevada
 September 27, 2012
 De Joya Griffith, LLC ● 2580 Anthem Village Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile (702) 920-8049

www.dejoyagriffith.com
 F-3


AMERICAN GRAPHITE TECHNOLOGIES INC.

(An Exploration Stage Company)

BALANCE SHEETS

AUDITEDJune 30, 2013


June 30, 2012AssetsCURRENT ASSETSCash

$
116,588


$
30,042Prepaid expense


170,000



2,413TOTAL CURRENT ASSETS


286,588



32,455TOTAL ASSETS

$
286,588


$
32,455LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)Accounts payable and accrued liabilities

$
8,806


$
2,934Accounts payable – related party


-



2,695Accrued interest


-



110Note payable


-



40,000TOTAL CURRENT LIABILITIES


8,806



45,739TOTAL LIABILITIES


8,806



45,739STOCKHOLDERS’ EQUITY(DEFICIT)Capital stock

Authorized   -  200,000,000 shares of common stock, $0.001 par value

Issued and outstanding

78,359,486 and 77,437,500 shares of common stock, respectively as at June 30, 2013 and June 30, 2012


78,359



77,438Stock payable


85,000



-Additional paid in capital


789,267



8,738Accumulated deficit during the exploration stage


(674,844
)


(99,460
)TOTAL STOCKHOLDERS’ EQUITY(DEFICIT)


277,782



(13,284
)TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)

$
286,588


$
32,455






F-4


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)
 STATEMENTS OF OPERATIONS
 AUDITED
 Cumulative results

from Inception,June 1, 2010Fiscal Year Ended


ThroughJune 30,


June 30,


June 30,2013


2012


2013REVENUE

$
-


$
-


$
-OPERATING EXPENSESExploration expenses


24,468



-



24,468Office and general


91,020



9,079



104,053Stock based compensation


231,450



-



231,450Management fees


55,000



5,000



60,000Consulting fees


134,576



9,671



144,247Professional fees


38,103



22,192



76,749OPERATING LOSS


(574,617
)


(45,942
)


(640,967
)OTHER EXPENSEInterest Expense


(767
)


(110
)


(877
)NET LOSS

$
(575,384
)

$
(46,052
)

$
(641,844
)NET LOSS PER COMMON SHARE - BASIC

$
(0.01
)

$
(0.00
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC


78,113,865



72,474,385
 
 The accompanying notes are an integral part of these financial statements.


F-5


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


STATEMENTOF STOCKHOLDERS’ EQUITY (DEFICIT)


From inception (June 1, 2010) to June 30, 2012


AUDITED





Common stock


Stock

Additional Paid in


Accumulated Deficit

During ExplorationShares


Amount


payable

Capital


Stage


Equity(Deficit)Balance at inception – June 1, 2010


-


$
-


-

$
-


$
-


$
-Common stock issued for cash


45,000,000



45,000


-


-



(33,000
)


12,000Net loss


-



-


-


-



(5,438
)


(5,438
)Balance, June  30, 2010


45,000,000



45,000


-


-



(38,438
)


6,562Net loss


-



-





-



(14,969
)


(14,969
)Balance, June 30, 2011


45,000,000



45,000


-


-



(53,407
)


(8,407
)Common stock issued for cash


32,437,500



32,438


-


(27,248
)


-



5,190Forgiveness of loan from related party


-



-


-


35,986



-



35,986Net loss


-



-


-


-



(46,052
)


(46,052
)Balance, June 30, 2012


77,437,500



77,438


-


8,738



(99,460
)


(13,284
)Stock options


-



-


-


187,200



-



187,200Common stock issued for cash


846,986



846





549,154



-



550,000Private placement


-



-


85,000


-



-



85,000Common stock issued for financing agreement


75,000



75


-


44,175



-



44,250Net loss


-



-


-


-



(575,384
)


(575,384
)Balance, June 30, 2013


78,359,486


$
78,359

$
85,000

$
789,267


$
(674,844
)

$
277,782





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


F-6


AMERICAN GRAPHITE TECHNOLOGIES INC.
 (An Exploration Stage Company)
 STATEMENTSOF CASH FLOWS
 AUDITED
  Date of Inception(June 1, 2010)Fiscal year ended June 30,


Through June 302013


2012


,2013OPERATING ACTIVITIESNet loss

$
(575,384
)

$
(46,052
)

$
(641,844
)Adjustments to reconcile net loss to net cash used by operating activitiesStock-based compensation


187,200



-



187,200Shares issued per financing agreement


44,250



-



44,250Changes in operating assets and liabilities:Interest


(110
)


110



-Increase (decrease) in accounts payable and accrued liabilities


5,872



(3,066
)


8,806Increase (decrease) in accounts payable – related party


(2,695
)


2,695



-Increase in prepaid expenses


(167,587
)


(2,413
)


(170,000
)NET CASH USED IN OPERATING ACTIVITIES


(508,454
)


(48,726
)


(571,588
)FINANCING ACTIVITIESProceeds from sale of common stock


550,000



5,190



567,190Proceeds from pivate placement


85,000



-



85,000Proceeds from note payable


-



40,000



40,000Repayment of note payable


(40,000
)


-



(40,000
)Due to related party


-



33,402



35,986NET CASH PROVIDED BY FINANCING ACTIVITIES


595,000



78,592



688,176NET INCREASE (DECREASE) IN CASH


86,546



29,866



116,588CASH BEGINNING OF PERIOD


30,042



176



-CASH, END OF PERIOD

$
116,588


$
30,042


$
116,588Supplemental cash flow information and noncash financing activities:Cash paid for interest

$
877


$
-


$
877Cash paid for income taxes

$
-


$
-


$
-Non-cash transactionsStock based compensation

$
187,200


$
-


$
187,200Shares issued per financing agreement


44,250



-



44,250Forgiveness of shareholder loan


-



35,986



35,986$
231,450


$
35,986


$
267,436




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


F-7


AMERICANGRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 1 – NATURE OF OPERTIONS AND BASIS OF PRESENTATION





American Graphite Technologies Inc. (Formerly Green & Quality Home Life, Inc.) (the “Company”)is in the initialexploration stage and has incurred losses since inception totaling $641,844. The Company was incorporated on June 1, 2010 in the State of Nevada and established a fiscal year end at June 30. The Company is an exploration stage company as defined in FASB ASC 915.   We were originally organized to offer a portfolio of products and services to provide solutions for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family.





On May 23, 2012, Rick Walchuk, the sole director and officer of American Graphite Technologies Inc., acquired a total of 12,000,000 pre-forward split shares of the Company’s common stock from Fabio Alexandre Narita, the Company’s former director and officer, in a private transaction for an aggregate total of $350,000. The funds used for this share purchase were Mr. Walchuk’s personal funds. Mr. Walchuk’s 12,000,000 shares amounted to approximately 98% of the Company’s then currently issued and outstanding common stock.  This transaction effected a change in control of the Company.  With the change in control of the Company management determined to abandon the original business plan and has determined to enter into the business of exploration and development of mining projects and technology related to graphite and grapheme.  The Company currently has no projects and is in negotiations to acquire both mining concessions and technology.





As part of the sale of his shares Mr. Narita agreed to extinguish all debts owed to him by the Company.





Also on May 23, 2012, Fabio Alexandre Narita resigned as a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our Company. In connection with the resignation of Mr. Narita, Rick Walchuk was appointed President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary and a director. Mr. Walchuk is now the sole member of our board of directors and also our sole officer.





On June 11, 2012, our Board of Directors unanimously approved the following items:





1. an amendment to our Articles of Incorporation to change our name to “American Graphite Technologies Inc.” (the “Name Change”);


2. an amendment to our Articles of Incorporation to increase our authorized capital from 75,000,000 to 200,000,000 shares of common stock, $0.001 par value (the “Increase in Authorized Capital”); and


3. an authorization to the Board of Directors to effect a forward split of the Company’s common stock, par value $0.001 per share at an exchange ratio of one hundred and twenty-five (125) for one (1) (the “Forward Split”) and to file such amendments as may be required with the requisite regulatory bodies to effect the Forward Split, so that every one (1) outstanding share of Common Stock before the Forward Split shall represent one hundred and twenty-five (125) shares of Common Stock after the Forward Split.





On June 11, 2012, our majority stockholder executed written consent in lieu of a special meeting approving the Amendments.





Pursuant to these actions to be undertaken by the Company, Mr. Walchuk returned a total of 11,640,000 pre-forward split shares of common stock which were cancelled by the Company and returned to treasury.





Effective July 18, 2012, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we changed our name from Green & Quality Home Life, Inc. to American Graphite Technologies Inc. and increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par value of $0.001 on the basis of a 125:1 forward split of our issued and outstanding shares of common stock. The forward split has been retroactively applied to all shares and per share figures in these financial statements.


F-8


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 1 – NATURE OF OPERTIONS AND BASIS OF PRESENTATION (continued)





The name change and forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on July 18, 2012.





Going concern





The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets aside from cash and  prepaid expenses, nor does it have operations or a source of revenue sufficient to cover its operating costs.  While there are sufficient funds to carry out the current operations of the Company, with no revenue generating operations there remains substantial doubt about our ability to continue as a going concern. As at June 30, 2013, the Company has an accumulated deficit of $674,844. While we presently have cash on hand, the Company may be dependent upon the raising of additional capital through placement of our common stock in order to fully implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.





The ability of the Company to continue as a going concern is dependent on attaining profitable operations, accordingly there remains substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Exploration stage


The Company's financial statements are presented as those of an Exploration stage enterprise. Activities during the Exploration stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.





Basis of Presentation


The financial statements present the balance sheets and statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.





Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.





Use of Estimates and Assumptions


Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.





Warrants


Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated to stock regardless of trading price of the common shares.


F-9


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Income Taxes


The Company accounts for income taxes in accordance with accounting guidance now codified as FASB 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.  Accounting guidance now codified as FASB ASC Topic 740-20, “Income Tax – Intra-period Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets.





Net Loss per 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.
 
 The Company had the following potential common stock equivalents at June 30, 2013:
 
 Warrants
188,888
 
 Since the Company reflected a net loss in fiscal year 2013 and 2012, 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.


Fair Value of Financial Instruments


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.





Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.





Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.





Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.





Related Parties


Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Parties are also considered to be related if they are subject to common control or common significant influence.


F-10


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Stock-based Compensation


Stock-based compensation is accounted for using the Equity-Based Payments to Non-Employees Topic of the FASB ASC, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company determines the value of stock issued at the date of grant. It also determines at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise) whichever is more readily determinable.





Recent Accounting Pronouncements


The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.





NOTE 3 – TECHNOLOGY LICENSING AGREEMENT





On December 3, 2012 we entered into and executed a non-exclusive technology License agreement for patent and trade secret technology in the field of graphene oxide or “Bucky” paper with Cheap Tubes, Inc.  Pursuant to the terms of the agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the manufacturing processes for graphene products, including graphene paper, also known as Bucky Paper.  We agreed to fund commercial development activities based on the payment schedules defined below and we received a license for the rights on a nonexclusive basis for marketing products and/or services.   Pursuant to the terms of the agreement, we agreed to provide the following payments to Cheap Tubes:





A minimum of $250,000 over 18 months, payable as follows:




·
$10,000 on the execution of the agreement; (paid)·
$40,000 per quarter on January 1, 2013, April 1, 2013, July 1, 2013 and October 1, 2013 and on January 1, 2014 and April 1, 2014.





Under the terms of the agreement, Cheap Tubes was to incorporate a new corporation (“Newco”) and assign all rights and obligations of the agreement with us as well as the patent agreement.  The newly formed corporation would then become the party to this agreement.   Until such time as Newco was formed all funds paid were to remain in an attorney escrow.  Further, in order to have funds released from escrow the parties were to formulate and agree to a milestone schedule to be met by Cheap Tubes or Newco as the case may be.   Each quarter the milestones from the prior quarter must be met as a pre-condition to the upcoming quarterly funding.   Under the agreement the Company was granted a non-exclusive license to market and distribute Bucky Paper using the patents, trade secrets and knowhow (the “Proprietary Rights”) throughout the world.   Newco or Cheap Tubes will manufacture the Bucky Paper products and we shall have no rights to sublicense the Proprietary Rights to a third party.  As the agreement is non-exclusive, Cheap Tubes will also have the right to market and distribute Bucky Paper products, subject to our ongoing fees, as described below.








As consideration for funding, we will receive 40% of the Net Sales Revenue for Bucky Paper until the amount we have received equals our capital investment regardless of whether we, Cheap Tubes or CTI are the ultimate vendors on the sale.  Thereafter, we will receive 30% of our capital investment until such time as we have received an amount equal to 20% of the $250,000 invested, 25% for the next five years and 20% for the remaining five years, at which time all obligations to us from Cheap Tubes or CTI shall cease.


F-11


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 3 – TECHNOLOGY LICENSING AGREEMENT (continued)





Under the agreement, any new opportunities presented to us or Mike Foley (the shareholder of Cheap Tubes), Cheap Tubes or CTI are to be negotiated and if agreement is reached then shall be formalized in a mutually acceptable definitive agreement; with no obligation upon either party to enter into an agreement should they not be able to negotiate mutually acceptable terms.  However, it is the intent of the parties to work toward furthering the business of Cheap Tubes, CTI, our business and any new business that may present itself.


During the fiscal year ended June 30 2013, the Company paid cash in the amount of $170,000 pursuant to the agreement, and recorded the amount as prepaid advances on future revenue under the licensing agreement.





NOTE 4 – MINERAL PROPERTIES
 
 During January, 2013, we engaged the services of Geomap Exploration Inc. to identify and stake certain mineral claims in an area in Quebec, Canada that has existing exploration for graphite being undertaken by adjacent companies.  The staking has been completed and a total of 100 mineral claims have been staked for transfer to the Company. The mineral claims encompass an area of approximately 5400 hectares (13,343 acres) in Quebec, Canada.  They are located in the vicinity of an identified high grade graphite deposits, the Lac Gueret project belonging to Mason Graphite Corp., and new discoveries recently announced by Focus Graphite.  Geologically, the property has mineralization similar to other graphite deposits/discoveries in the area.  The mineral claims are in an area where the property has been designated by the Quebec Government for major economic, social and environmental development.  The mineral claims are 100% owned by the Company with no royalty or net smelter return requirements.  The Company had intended to undertake exploration programs on the mineral claims during 2013, however, it may be required to undertake the exploration programs during 2014, dependent on finalizing funding and weather conditions.
 
 The costs for staking of $7,179 and fees of $17,289 for geological services rendered to stake the claims were recorded as exploration expenses in the period.


NOTE 5 – PREPAID EXPENSES AND ADVANCES
 
 The following table provides detail of the Company’s prepaid expenses as of June 30, 2013 and June 30, 2012:


June 30,

2013


June 30, 2012Prepaid legal fees

$
-


$
2,413Advances related to technology licensing agreement – Note 3


170,000



-$
170,000


$
2,413




F-12


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 6 – FINANCING AGREEMENTS





(1)
Financing Agreement





On August 29, 2012, we entered into an Equity Based Financing Agreement with one non-US investor pursuant to which, the investor agreed to make available up to $2,500,000 by way of advances until August 29, 2013 (the “Completion Date”) in accordance with the terms of the agreement. The Completion Date may be extended for an additional term of up to twelve months at the option of our Company or the investor upon written notice on or before the Completion Date in accordance with the notice provisions of the Financing Agreement. We will issue, within ten (10) Banking Days following the date of the receipt by our Company of any advance under the agreement, shares of our common stock at a price equal to 80% of the average of the closing prices of our common stock for the preceding 5 Banking Days immediately preceding the date of the notice, as quoted on Yahoo Finance or other source of stock quotes as agreed to by the parties.





During the fiscal year ended June 30, 2013, the Company received amounts totaling $550,000 under the financing agreement by way of equity private placements for 781,250 shares of common stock at $0.64 per share and 65,736 shares of common stock at $0.76062, respectively.





The shares were issued as follows:




Issue Date

Shares Issued

Value Per Share

Issuance ValuationSeptember  4, 2012


781,250


$
0.64


$
500,000May 3, 2013


65,736


$
0.76062


$
50,000





(2)
Private Placement Agreement





On May 9th and May 20th, 2013 respectively, we entered into  two Private Placement Agreements, one with a   U.S. investor and one with a  non-US investor pursuant to which, the investors have funded a total of $85,000 by way of private placement units subscription agreements for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscribers to purchase one additional share of common stock at $0.75 per share within one year from the original date of the  private placement. The 188,888 shares of common stock were not issued as of June 30, 2013.


NOTE 7 – COMMITMENTS





(1)
Investor Relations and Marketing Contract





On April 21, 2013, effective as of April 15, 2013, American Graphite Technologies Inc. entered into an agreement with Rosevale Capital S.A. (“Rosevale”)  whereby the Company has engaged Rosevale to provide investor relations and marketing services for the Company (the “Agreement”). The Agreement is for a term of Six (6) months,  up to and including the close of business on October 14, 2013.
 
 In consideration of services to be rendered under the agreement the Company will:


a)
pay to Rosevale a fee in the amount of Two Thousand Five Hundred Dollars  (USD$ 2,500) per month;b)
upon signing of the Agreement,  pay Rosevale for the first three months of service in advance or $7,500;c)
reimburse Rosevale for all expenses and disbursements, including all reasonable travel expenses incurred by Rosevale in connection with the performance of Rosevale's duties which amount is not to exceed one thousand USD ($1,000USD) per any one matter.


During the fiscal year ended June 30, 2013, the Company paid $7,500 for the first three months of services.
 (2)
Agency Agreement
 
 On May 20, 2013, American Graphite Technologies Inc. entered into an agency agreement with Carter Terry & Company (“CT”) whereby the Company engaged CT to act as a non-exclusive financial advisor investment bank and placement agent on a “best efforts” basis for a period of twelve months, with an option to extend for an additional six months. CT is to assist the Company in one or more capital raises which might result in a private placement, merger, acquisition, sale of assets, sale of common stock, sale of ownership interest or any other financial transaction. The Company is seeking to raise additional investment capital to fund its current projects.
 In consideration of CT entering into the agreement, the Company is required to:
 a)
pay to CT a fee by way of 75,000 restricted shares of the common stock of the Company;
 
 b)
pay a success fee by way of cash consideration of 10% of the amount for any capital raised other than an equity line and 4% cash consideration for an equity line or equity enhanced program and pay an amount of restricted shares equal to 10,000 shares per $100,000 of capital raise for a period of two years. The shares will have piggy back registration rights. The Company shall also be responsible for the payment of any expenses related to the entry into and drafting of any documents as required, subject to prior approval on any expenditures exceeding $2,500.
 
 During the period we issued 75,000 shares of our common stockvalued at $0.59 per, totaling $44,250, the fair market value of the shares on the date of issuancehas been expensed as stock based compensation.
 F-13


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)
 Notes to the Financial Statements
 (AUDITED)


NOTE 8 – CAPITAL STOCK





On July 18, 2012, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par value of $0.001 on the basis of a 125:1 forward split of our issued and outstanding shares of common stock. All references to shares and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.





On June 21, 2010, a former director of the Company purchased 1,500,000,000 (pre-forward split - 12,000,000) shares of the common stock in the Company at $0.001 per share for $12,000.





On August 26, 2011, the Company issued 32,437,500 shares of common stock for $5,190.





On June 11, 2012, a director of the Company returned a total of 1,455,000,000 shares for cancellation. Due to the fact that the shares under this agreement have been cancelled for no consideration to reduce the number of shares outstanding, the Company considered the change in capital structure from the cancellation a  reverse stock split. In accordance with SAB Topic 4.c, the Company recorded the cancellation retroactively.





On September 5, 2012, we issued 781,250 shares of our common stock at a price of $0.64 per share, pursuant to the closing of a private placement, for gross proceeds of $500,000. The private placement was undertaken pursuant to a financing agreement that we entered into on August 29, 2012 (see now note 6(1) above).





On May 3, 2013, we issued 65,736 shares of our common stock at a price of $0.76062 per share, pursuant to the closing of a private placement, for gross proceeds of $50,000. The private placement was undertaken pursuant to a financing agreement that we entered into on August 29, 2012 (see Note 6 (1) above).


On May 9th and May 20th, 2013 respectively, we entered into  two Private Placement Agreements, one with a   U.S. investor and one with a  non-US investor pursuant to which, the investors have funded a total of $85,000 by way of private placement units subscription agreements for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscribers to purchase one additional share of common stock at $0.75 per share within one year from the original date of the  private placement.    The 188,888 shares of common stock were not issued at June 30, 2013, and therefore are recorded as stock payable.





On May 20, 2013, we issued 75,000 shares of our common stockvalued at $0.59 per share, totaling $44,250, the fair market value of the shares on the date of issuance,pursuant to the agency agreement (see Note 7 above).





As of June 30, 2013, 78,359,486 common stock shares were issued and outstanding.


F-14


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 9 – STOCK OPTIONS





On July 30, 2012, the Company entered into two 12-month Consulting Services and Finder’s Fee Agreements (the “Consulting Agreements”) with third parties. The Consulting Agreements require the consultants to provide to the Company, customized problem and opportunity research, new business or services development, strategy development and refinements, acquisition assistance, marketing and investor relation services and the Company is required to grant to each of the consultants a total of 150,000 stock options vesting immediately and exercisable at $0.25 per share.  The Company has therefore granted 300,000 stock options which have vested.   The stock options expire 60 days after the termination of the Consulting Agreements.





The following table summarizes information concerning stock options outstanding as of June 30, 2013:





Shares


Weighted Average

Grant Date

Fair ValueUnvested, at June 30, 2012


-



-Granted


300,000


$
0.25Vested


300,000Forfeited


-Unvested, at June  30, 2013


-


$
0.25





The Company recognized a stock-based compensation of $187,200 in the fiscal year ended June 30, 2013.





Valuation Assumptions





The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends.





Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when options are given for service without further recourse. The Company issued stock options to contractors to provide services to the Company during the fiscal year. However, the stock options have already been granted to the service providers and there is no claw back provision in the options if services are not performed.  Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of compensation for services to be rendered with no recourse.





The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the fiscal year ended June 30, 2013:




Options GrantedJuly 30, 2012Fair value of options granted

$
0.85Assumptions used:Expected life (years) (a)


1.00Risk free interest rate (b)


0.18
%Volatility (c)


111
%Dividend yield (d)


0.00
%


F-15


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 9 – STOCK OPTION (continued)





a)
Expected life: The expected term of options granted is determined using the “shortcut” method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term.b)
Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options.c)
Volatility: The expected volatility of the Company’s common stock is calculated by using the historical daily volatility of the Company’s stock price calculated over a period of time representative of the expected life of the options.d)
Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.





NOTE 10 – SHARE PURCHASE WARRANTS





On May 9th and May 20th, 2013 respectively, we entered into two Private Placement Agreements,   one with a U.S. investor and  one with a  non-US investor pursuant to which, the investors have funded a total of $85,000 by way of a private placement units subscription agreement for a total of 188,888 units of the common stock of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the subscriber to purchase one additional share of common stock at $0.75 per share within one year from the original date of the  private placement.





As at June 30, 2013, the Company had the following warrants outstanding:





Exercise

Price
Expiry

Date
Weighted Average Remaining Contractual Life (Years)
Outstanding

at

June 30,

2012
Issued
Exercised
Expired
Outstanding

at

June 30,

2013$ 0.75
May 9, 2014
0.86
-
88,888
-
-
88,888$ 0.75
May 20, 2014
0.89
-
100,000
-
-
100,000-
188,888
-
-
188,888





NOTE 11 – SHORT TERM LOAN





On June 20, 2012, the Company received funds from a third party in the amount of $40,000.





During the fiscal year ended June 30, 2013, the Company repaid in full in the amount of $40,876, which included the principal amount of $40,000 and accrued interest of $876, based on 10% per annum as agreed to between the Company and the lender.





NOTE 12 – RELATED PARTY TRANSACTIONS





On May 1, 2012, the Company entered into a consulting agreement with Rick Walchuk, the Company’s sole officer and director for management services. The consulting agreement became effective as of May 1, 2012 and shall continue to May 1, 2015. Under the consulting agreement, the Company shall pay $2,500 a month for the first six months, $5,000 a month for the next six months and $7,500 for the balance of the agreement payable on the 1st of each month.  During the fiscal years ended June 30, 2013 and June 30, 2012, Mr. Walchuk invoiced the company for the services in the amount of $55,000 and $5,000, respectively.   As at June 30, 2013 no amounts are owing to Mr. Walchuk.


F-16


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 13 – INCOME TAXES


The Company has losses carried forward for income tax purposes for June 30, 2013. There are no current or deferred tax expenses for the period ended June 30, 2013 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.


Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.
 June 30, 2013


June 30, 2012Operating loss carry forward


641,844



66,460Less: stock-based compensation


(231,450
)


-Net operating loss carry forward


410,394



66,460Effective Tax Rate


35
%


35
%Deferred Tax Assets


143,638



23,261Less: Valuation Allowance


(143,638
)


(23,261
)Net deferred tax asset

$
0


$
0
 
 The valuation allowance for deferred tax assets as of June 30, 2013 and 2012 was $143,638 and $23,261 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2013 and 2012, and recorded a full valuation allowance.


Reconciliation between the statutory rate and the effective tax rate is as follows at June 30:


2013


2012Federal statutory tax rate


(35.0
)%


(35.0
)%Permanent difference and other


35.0
%


35.0
%Effective tax rate


-
%


-
%


The net federal operating loss carry forward will expire between 2029 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
 F-17
 AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(AUDITED)





NOTE 14 – SUBSEQUENT EVENTS





On August 12, 2013, the Company entered into a Placement Agent Agreement with Palladium Capital Advisors, LLC (“Palladium”) whereby Palladium agreed to act as the Company’s non-exclusive agent in a private placement or similar unregistered transaction of equity or equity-linked securities of the Company.   The Agreement is for a period of twelve months from the date of execution.   The Company shall pay to Palladium, upon the closing of each transaction with investors, (i) seven  percent (7%) of the aggregate consideration raised in each closing in cash; (ii) three percent (3%) of the aggregate consideration in shares of the Company’s common stock, calculated based upon the price of the common stock as offered in each transaction; and (iii) warrants to purchase seven (7%) of the Company’s common stock at each closing, identical to any warrants issued to investors.  The foregoing fees are payable for any sale of securities during the twelve month term or within twenty-four months thereafter with respect to investors identified by Palladium.  The Company is further required to pay expenses incurred by Palladium, including the fees and expenses of its legal counsel and any advisor retained by Palladium.  Fees and expenses in excess of $15,000 require prior written authorization from the Company.    On September 9, 2013, the Company closed a financing with five subscribers as described below and paid to Palladium cash consideration of $42,000, share consideration by way of the issuance of 120,000 shares of common stock of the Company and issued a total of 280,000 stock purchase warrants, each warrant exercisable at $0.30 per share for a period of five years from the date of issuance.
 
 On July 11, 2013 we issued total of 188,888 units at a price of $0.45 per unit. The private placement was undertaken pursuant to certain private placement agreements (see Note 6 (2) above).
 
 On September 9, 2013, the Company entered  into securities purchase agreements (the “SPA”) to raise a total $600,000 with five accredited investors introduced by Palladium to the Company.   Under the terms of the SPA, the purchasers subscribed for a total of 4,000,000 shares of the common stock of the Company at $0.15 per share and an equal number of warrants exercisable at $0.30 per share for a period of five years.    Under the SPA the purchasers have the option to purchase up to an equal number of shares and warrants as those purchased on the initial closing for a period of nine months from the initial closing date.  Each purchaser shall be entitled to one closing on the exercise of the subsequent closing option warrants have piggy back registration rights.   Subject to no  effective registration statement registering the warrants within 180 days after the initial exercise date of the warrants, then the warrants shall have a cashless exercise provision. The warrants further have exercise limitations of 4.99% as a beneficial ownership limitation which the holder may increase or decrease upon 61 days prior notice to the Company, however, the beneficial ownership limitation shall not exceed 9.99% of the number of shares held by the holder.
 
 Under the terms of the SPA, the purchasers that hold outstanding stock or warrants  at the time of any subsequent funding have the right to participate in any subsequent financing up to 100% of the subsequent financing on the terms negotiated with any funders for a period of eighteen months from the date of the SPA.   Further, the shares of common stock issued under the SPA have a purchase price reset until the sooner of (i) the purchaser no longer holds and securities, and (ii) five years after the initial closing date whereby should the Company issue or sell any shares of common stock or any common stock equivalent at a price less than the per share purchase price(the Dilutive Financing”), then the Company shall issue additional shares of common stock to the purchasers who hold outstanding shares on the date of such Dilutive Financing for no additional consideration.  The warrants also have a warrant dilution adjustment which requires the issuance of additional warrant shares to reflect any dilutive financing undertaken by the Company whereby the holders of any outstanding warrants shall receive additional warrants based on the price of the Dilutive Financing.
 
 On September 9, 2013, the Company entered into a unit subscription agreement with Big North Graphite Corp., whereby the Company acquired a total of 2,666,667 units at $0.075 per unit, each unit consisting of one shares and one half of one warrant.  Each one warrant entitles the holder to purchase one warrant share for a period of twenty-four months (24) from closing at a price of $0.12 per warrant share.  On September 19, 2013, the Company and Big North Graphite Corp. (“Big North”) agreed to rescind and cancel the above described previously announced expedited private placement (the “Offering”) of 2,666,667 units for gross proceeds of $200,000 (see Form 8-K filed with the Securities and Exchange Commission on September 16, 2013).  The proceeds paid by the Company in connection with the Offering have been returned by Big North to the Company.  No shares were issued to the Company by Big North and no shares will be issued as the Offering will not be finalized.
 
 On September 12, 2013 the Company entered into an agreement with an Investor Relations consulting firm whereby in consideration for management consulting, business advisory, shareholder information and public relations services, the Company agreed to pay $40,000 and issue 250,000 shares of restricted common stock.


F-18


ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





In the fiscal years ended June 30, 2013 and 2012, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.





ITEM9A. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2013, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.





Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





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 under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.





All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2013.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of June 30, 2013, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.





As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of June 30, 2013:





1)
Lack of an independent audit committee or audit committee financial expert, and no independent directors.  We do not have any members of the Board who are independent directors and we do not have an audit committee.  These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;


36




2)
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides two staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;


3)
Outsourcing of our accounting operations.  Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;





4)
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;





5)
Ineffective controls over period end financial disclosure and reporting processes.





Management's Remediation Initiatives





As of June 30, 2013, management assessed the effectiveness of our internal control over financial reporting.  Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.





Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.  We will implement further controls as circumstances, cash flow, and working capital permits.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended June 30, 2013, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.





Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.  Management also believes that these weaknesses did not have an effect on our financial results.





We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  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  the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


37


Changes in Internal Control over Financial Reporting





During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM9B.  OTHER INFORMATION





None.


38


PART III





ITEM10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Executive Officer and Directors





Our Officers and Directors and their ages and positions are as follows:





Name
Age
Position
Date of AppointmentRick Walchuk
57
Director, Chief Executive Officer, President, Secretary, Chief Financial Officer and Treasurer
May 23, 2012




Rick Walchuk, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer Secretary, Treasurer and Director




Mr. Rick Walchuk, attended the University of Saskatchewan, College of Commerce, Saskatoon Campus. From 1980 until March 2004 Mr. Walchuk was employed as a financial advisor in Alberta, Canada. In April 2004 Mr. Walchuk was appointed as the CEO of a startup biotech company in Athens, Greece, a position he held until July 2004. Mr. Walchuk then served as a consultant to various public companies until December 2006, when he joined Bruca Trading Ltd., a private consulting company in Athens, Greece. Since March 14, 2007, Mr. Walchuk has acted as a director and officer of Viosolar Inc., a company engaged in the construction, management and operation of solar parks in Greece and throughout other South and South Eastern European Union countries. Mr. Walchuk was chosen to be our director due to his extensive background in venture capital, investor relations and corporate governance.





There have been no transactions between the Company and Mr. Walchuk since the Company’s last fiscal year other than those which are reported herein.




Until August 27, 2013,  Mr. Walchuk acted as a director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director of New America Energy Corp.  and Viosolar Inc., a company for which Mr. Walchuk acts as director and officer both of which have a class of securities registered under Section 12 of the Exchange Act.




Other Directorships




Other than as disclosed above, during the last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.




Board of Directors and Director Nominees




Since our Board of Directors has no independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the Board, as well as a list of references.




The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.


39


Conflicts of Interest




Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.




In general, officers and directors of a corporation are required to present business opportunities to the corporation if:




·
the corporation could financially undertake the opportunity;




·
the opportunity is within the corporation’s line of business; and




·
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.




We have adopted a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.




Significant Employees




Other than as described above, we do not expect any other individuals to make a significant contribution to our business.




Legal Proceedings




To the best of our knowledge, none of our directors or executive officers has, during the past ten years:




·
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);




·
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;




·
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;




·
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;




·
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.




40


Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.




Audit Committee and Charter




We do not currently have an audit committee.





Code of Ethics




We have not yet adopted a corporate code of ethics. When we do adopt a code of ethics, we will announce it via the filing of a current report on form 8-K.





Family Relationships




There are no family relationships among our officers, directors, or persons nominated for such positions.




Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.





Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending June 30, 2013, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:





Name
Reporting Person
Form 3/# of transactions
Form 4/# of transactions
Form 5/# of transactionsRick Walchuk
President, CEO, CFO, Secretary, Treasurer and Director
n/a
Late/1
n/a




41


ITEM11.  EXECUTIVE COMPENSATION.





The particulars of compensation paid to our executive officers during the fiscal periods ended June 30, 2013 and 2012 are set out in the summary compensation table below:





SUMMARY COMPENSATION TABLEName
Fiscal Year Ended August 31,
Salary

($)
Bonus

($)
Stock Awards

($)
Option Awards

($)
Non-Equity Incentive Plan Compensation

($)
Nonqualified Deferred Compensation Earnings

($)
All Other Compensation

($)
Total

($)Rick Walchuk
2013
55,000
-0-
-0-
-0-
-0-
-0-
-0-
55,000Rick Walchuk(1)
2012
5,000
-0-
-0-
-0-
-0-
-0-
-0-
5,000Fabio Narita(2)
2012
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-




(1)
Mr.Walchuk has been our Principal Executive and Principal Financial Officer since May 23, 2012.(2)
Mr. Narita was our Principal Executive and Principal Financial Officer until May 23, 2012.




Outstanding Equity Awards at Fiscal Year-End





None





Option Grants and Exercises





None





Employment Agreements





The Company has a three year consulting agreement with Rick Walchuk, ending on May 1, 2015 our sole officer and director, whereby Mr. Walchuk receives a fee of $2,500 per month for the first six months, $5,000 a month for the next six months and $7,500 per month for the balance of the agreement  for services to be rendered by the consultant.





Compensation of Directors





Name
Fees Earned or Paid in Cash

($)
Stock Awards

($)
Option Awards

($)
All Other Compensation

($)
Total

($)Rick Walchuk
-0-
-0-
-0-
-0-
-0-





During the most recent fiscal year, no directors were provided any compensation for their role as directors.





The Company has made no arrangements for the cash remuneration of its directors, and to the extent that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf. No further remuneration has been paid to the Company’s directors for services to date, other than the stock awards granted as disclosed in the table above.





Compensation Committee





We do not currently have a compensation committee. The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer negotiates and approves the contracts and compensation.


42





ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Security Ownership of Certain Beneficial Owners





The following table sets forth information, as of October 3, 2013, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.





Title of Class
Name and Address of Beneficial Owner
Amount and Nature

of Beneficial Ownership
Percentage of Class (1)Common Stock
Rick Walchuk
30,000,000 shares held directly
36.18%





(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of October 3, 2013 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 82,918,374shares of common stock outstanding as of October 3, 2013.





Security Ownership of Management





The following table shows, as of October 3, 2013, the shares of the Company’s common stock beneficially owned by each director (including each nominee), by each of the executive officers and by all directors and executive officers as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.





Title of Class
Name of Beneficial Owner
Amount and Nature

of Beneficial Ownership
Percentage of Class (1)Common Stock
Rick Walchuk
30,000,000 shares held directly
36.18%All Officers and Directors as a Group

36.18%





(1)Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of October 3, 2013 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 82,918,374shares of common stock outstanding as of October 3, 2013.





Changes in Control





There are no existing arrangements that may result in a change in control of our Company.


43


Securities authorized for issuance under equity compensation plans.





None




ITEM13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Certain Relationships and Related Transactions





From inception till the fiscal year ended June 30, 2012, the Company received $35,986 as a loan from Fabio Narita, former President & CEO of the Company. The loan was unsecured, payable on demand bearing no interest. As of May 23, 2012, the loan in the amount of $35,986 was forgiven.





On May 23, 2012, Rick Walchuk, the sole director and officer of American Graphite Technologies Inc, acquired a total 1,500,000,000 shares of the Company’s common stock from Fabio Alexandre Narita, the Company’s former director and officer, in a private transaction for an aggregate total of $350,000.





As part of the sale of his shares Mr. Narita agreed to extinguish all debts owed to him by the Company.





On May 1, 2012, the Company entered a consulting agreement with Rick Walchuk, the Company’s sole officer and director for management services. The consulting agreement became effective as of May 1, 2012 and shall continue to May 1, 2015. Under the consulting agreement, the Company shall pay $2,500 a month for the first six months, $5,000 a month for the next six months and $7,500 for the balance of the agreement payable on the 1st of each month.  During the fiscal years ended June 30, 2013 and June 30, 2012, Mr. Walchuk invoiced the company for the services in the amount of $55,000 and $5,000, respectively.   As at June 30, 2013 no amounts are owing to Mr. Walchuk.





Other than as disclosed herein, we have not entered into any transaction since the last fiscal year nor are there any proposed transactions that exceed one percent of the average of our total assets at year end for the last three completed fiscal years in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.





Review, Approval or Ratification of Transactions with Related Persons





The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.





Promoters and Certain Control Persons





None





Parents





There are no parents of the Company.





Director Independence





As of the date of this Annual Report, we have no independent directors.





The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:





1.
the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;


44




2.
the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;





3.
the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;4.
the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and5.
the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.





The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.





Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.





ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





De Joya Griffith, LLC (“De Joya”) were our principal accountants from inception to January 10, 2013.  On, or about January 10, 2013 the Company engaged Borgers & Cutler CPA’s PLLC (“B&C”) as its principal accountant to audit the Company's financial statements as successor to De Joya. On March 15, 2013 the relationship between our Company and the firm of Borgers & Cutler CPA’s PLLC (“B&C”), our independent accountant,  was dismissed due to the dissolution of B&C. B&C was retained to audit our financial statements as our auditors on January 10, 2013, they have not yet audited any fiscal year  end, they reviewed our financial statements for the interim period ended December 31, 2012 as filed with the SEC on February 14, 2013.  In addition, effective March 15, 2013, we approved the appointment of BF Borgers CPA PC (“Borgers PC”), as the Company’s independent registered public accountant, to audit our financial statement for our fiscal year ending June 30, 2013, and  the interim periods therein.  This change in independent accountants was approved by our Board of Directors.  There were no consultations between us and Borgers PC prior to their appointment.





The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the fiscal years ended June 30, 2013 and 2012:





Services
2013

$
2012

$Audit fees
7,000
10,500Audit related fees
-
500Tax fees
800
-Total fees
7,800
11,000





Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.





Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.





45


Pre-Approval Policies and Procedures





We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by our auditors and the estimated fees related to these services.





PART IV





ITEM15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Financial Statements





The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Schedules





All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Exhibits





The following exhibits are filed as part of this Annual Report:





46


Number
Description3.1
Articles of Incorporation
Incorporated by reference to the Registration Statement on Form S-1 filed on August 4, 2010.3.1 (i)
Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on July 12, 2012
Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2012.3.2
Bylaws
Incorporated by reference to the Registration Statement on Form S-1 filed on August 4, 2010.10.1
Release entered into by Fabio Alexandre Narita
Incorporated by reference to our Form 8-K filed with the SEC on May 29, 2012.10.2
Share Purchase Agreement between Rick Walchuk and Fabio Alexandre Narita
Incorporated by reference to our Form 8-K filed with the SEC on May 29, 2012.10.3
Subscription Agreement dated August 29, 2012.
Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.10.4
Form of Subscription Agreement
Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.10.5
Form of Subscription Agreement for Draw Down
Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.10.6
Patent and Technology License Agreement between the Company and Cheap Tubes, Inc. dated December 3, 2012
Incorporated by reference to our Form 8-K filed with the SEC on December 18, 2012.10.7
Schedule 2 to the Patent and Technology License Agreement between the Company and Cheap Tubes, Inc.
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012.


10.8
Consulting agreement dated July 30, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012.10.9
Consulting agreement dated July 30, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012.10.10
Financing Agreement dated August 29, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012.10.11
Consulting Agreement between the Company and Rick Walchuk
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012.10.12
Agreement between the Company and Rosevale Capital S.A
Incorporated by reference to our Form 8-K/A filed with the SEC on April 24, 2013.10.13
Agency Agreement between the Company and Carter Terry
Incorporated by reference to our Form 8-K filed with the SEC on June 19, 2013.10.14
Form of Private Placement Units Subscription Agreement
Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.10.15
Agency Agreement between the Company and Palladium Capital Advisors LLC.
Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.10.16
Form of Securities Purchase Agreement
Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.10.17
Form of Warrant
Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.10.18
Subscription Agreement between the Company and Big North Graphite Corp.
Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith31.2
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed Herewith101.INS
XBRL Instance Document
*101.SCH
XBRL Taxonomy Extension Schema
*101.CAL
XBRL Taxonomy Extension Calculation Linkbase
*101.DEF
XBRL Taxonomy Extension Definition Linkbase
*101.LAB
XBRL Taxonomy Extension Label Linkbase
*101.PRE
XBRL Taxonomy Extension Presentation Linkbase
*


* To be filed by amendment.


47


SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





AMERICAN GRAPHITE TECHNOLOGIES INC.Date:
October 15, 2013
By:
/s/ Rick WalchukName:
Rick WalchukTitle:
President, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Date:
October 15, 2013
By:
/s/ Rick WalchukName:
Rick WalchukTitle:
President, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting Officer)




48