UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form 10-Q





[X]  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 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
27-2841739(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)(Former name, former address and former fiscal year, if changed since last report)





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





Yes [X]   No [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 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]





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant 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 ISSUERS





82,918,374 common shares outstanding as of November 18, 2013(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)




2


AMERICAN GRAPHITE TECHNOLOGIES INC





TABLE OF CONTENTS





PagePART I – Financial InformationItem 1.
Financial Statements
4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5Item 3.
Quantitative and Qualitative Disclosures About Market Risk
7Item 4.
Controls and Procedures
7PART II – Other InformationItem 1.
Legal Proceedings
9Item 1A.
Risk Factors
9Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
9Item 3.
Defaults Upon Senior Securities
9Item 4.
Mine Safety Disclosures
9Item 5.
Other Information
9Item 6.
Exhibits
10Signatures
11




3


PART I – FINANCIAL INFORMATION





REPORTED IN UNITED STATES DOLLARS





ITEM1.  FINANCIAL STATEMENTS





The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month period ended September 30, 2013, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 as filed with the Securities and Exchange Commission on October 15, 2013.





PageBalance Sheets
F-1Statements of Operations
F-2Statements of Cash Flows
F-3Notes to Financial Statements
F-4 to F-17




4




AMERICANGRAPHITE TECHNOLOGIES INC.

(An Exploration Stage Company)

BALANCE SHEETS

UNAUDITEDSeptember 30, 2013


June 30,

2013AssetsCURRENT ASSETSCash

$
530,820


$
116,588Prepaid expense


172,335



170,000TOTAL CURRENT ASSETS


703,155



286,588TOTAL ASSETS

$
703,155


$
286,588LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)Accounts payable and accrued liabilities

$
40,443


$
8,806TOTAL CURRENT LIABILITIES


40,443



8,806Derivative warrant liabilities (Notes 2,6)


1,246,354



-TOTAL LIABILITIES


1,286,797



8,806STOCKHOLDERS’ EQUITY(DEFICIT)Capital stock

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

Issued and outstanding

82,918,374 and 78,359,486 shares of common stock, respectively as at September 30, 2013 and June 30, 2013


82,918



78,359Stock payable


-



85,000Additional paid in capital


201,252



789,267Accumulated deficit during the exploration stage


(867,812
)


(674,844
)TOTAL STOCKHOLDERS’ EQUITY(DEFICIT)


(583,642
)


277,782TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)

$
703,155


$
286,588




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


F-1


AMERICANGRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


STATEMENTS OF OPERATIONS


UNAUDITED


Cumulative results

from Inception,June 1, 2010Three Months Ended


ThroughSeptember 30,


September 30,


September 30,2013


2012


2013REVENUE

$
-


$
-


$
-OPERATING EXPENSESExploration expenses


-



-



24,467Office and general


44,439



17,920



148,493Stock based compensation


42,000



31,200



273,450Management fees


22,500



7,500



82,500Consulting fees


67,008



66,215



211,255Professional fees


14,122



14,857



90,871OPERATING LOSS


(190,069
)


(137,692
)


(831,036
)OTHER EXPENSEInterest Expense


-



(766
)


(877
)Change in the fair value of warrant liability


(2,899
)


-



(2,899
)NET LOSS

$
(192,968
)

$
(138,458
)

$
(834,812
)NET LOSS PER COMMON SHARE - BASIC

$
(0.00
)

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


79,740,330



78,218,750





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


F-2




AMERICANGRAPHITE TECHNOLOGIES INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

UNAUDITEDThree Months


Date of Inception

(June 1, 2010)Ended


ThroughSeptember 30,


September 30,2013


2012


2013OPERATING ACTIVITIESNet loss

$
(192,968
)

$
(138,458
)

$
(834,812
)Adjustments to reconcile net loss to net cash used by operating activitiesStock-based compensation


42,000



31,200



229,200Shares issued per financing agreement


-



-



44,250Change in the fair value of warrant liability


2,899



-



2,899Changes in operating assets and liabilities:Interest


-



(110
)


-Increase (decrease) in accounts payable and accrued liabilities


31,636



49,976



40,442Increase (decrease)  in accounts payable – related party


-



(2,695
)


-(Increase) decrease in prepaid expenses


(2,335
)


(2,561
)


(172,335
)NET CASH USED IN OPERATING ACTIVITIES


(118,768
)


(62,648
)


(690,356
)FINANCING ACTIVITIESProceeds from sale of common stock


-



500,000



567,190Proceeds from private placement, net


533,000



-



618,000Proceeds from note payable


-



-



40,000Repayment of note payable


-



(40,000
)


(40,000
)Due to related party


-



-



35,986NET CASH PROVIDED BY FINANCING ACTIVITIES


533,000



460,000



1,221,176NET INCREASE (DECREASE) IN CASH


414,232



397,352



530,820CASH BEGINNING OF PERIOD


116,588



40,042



-CASH, END OF PERIOD

$
530,820


$
427,394


$
530,820Supplemental cash flow information and noncash financing activities:Cash paid for interest

$
-


$
766


$
877Cash paid for income taxes

$
-


$
-


$
-Non-cash transactionsStock based compensation

$
42,000


$
156,000


$
229,200Shares issued per financing agreement


-



-



44,250Forgiveness of shareholder loan


-



-



35,986$
42,000


$
156,000


$
309,436





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


F-3


AMERICANGRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





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 $834,812. 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, Fabio Alexandre Narita resigned as a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our Company and, Rick Walchuk was appointed President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, Secretary and a director. 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.  As part of the sale of his shares Mr. Narita agreed to extinguish all debts owed to him by the Company.





With the change in control of the Company management determined to abandon the original business plan and to enter into the business of exploration and development of mining projects and technology related to graphite and graphene.





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-4


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





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 September 30, 2013, the Company has an accumulated deficit of $867,812. 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


We account for common stock warrants in accordance with applicable accounting guidance provided in ASC Topic 815 “Derivatives and Hedging – Contracts in Entity’s Own Equity”(ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.  We classify derivative warrant liabilities on the balance sheet as a current liability, which is revalued at each balance sheet date, subsequent to the initial issuance.  We use the Monte Carlo Options Lattice model, depending on the applicable terms of the warrant agreement, to value the derivative warrant liabilities.  Changes in the fair value of the warrants are reflected in the statement of operations as “Change in the fair value of warrant liability.”  See, Note 6 – financial agreement – (3) Securities Purchase Agreement, for a detailed description of our accounting for derivative warrant liabilities.


F-5


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





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 September 30, 2013:





Warrants
4,308,888





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 September 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.


F-6


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Fair Value of Financial Instruments (continued)


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.





The following table summarizes changes in the fair value of the common stock warrants measured on a recurring basis using Level 3 inputs for the three month period ended September 30, 2013:




Balance at June 30, 2013

$
-Issuance of common stock warrants on September 9, 2013


1,243,455Change in fair value of common stock warrant liability


2,899Balance at September 30, 2013

$
1,246,354





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.





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:


F-7


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 3 – TECHNOLOGY LICENSING AGREEMENT (continued)





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.





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.





As at September 30, 2013, the Company has paid cash in the amount of $170,000 pursuant to the agreement, and recorded the amount as prepaid expense -  advances on future revenue under the licensing agreement.  All payments due under the licensing agreement are current per the terms of the agreement.   The next payment due will be on January 1, 2014.





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 fiscal year ended June 30, 2013.


F-8


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 5 – PREPAID EXPENSES AND ADVANCES





The following table provides detail of the Company’s prepaid expenses as of September 30, 2013 and June 30, 2013:





September 30,

2013


June 30,

2013News releases

$
2,335


$
-Advances related to technology licensing agreement – Note 3


170,000



170,000$
172,335


$
170,000





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 issued as of September 30, 2013.


F-9


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 6 – FINANCING AGREEMENTS (continued)





(3)
Securities Purchase Agreement (“SPA”)





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.





The gross proceeds from issuance of the common stock under the SPA were allocated, at the date of the transaction, based upon the common stock and warrant’s relative fair values. The Company obtained third-party valuations to assist in quantifying the relative fair value of the debt and equity components. As a result of the fact that the warrants include a full reset dilutive feature we have treated the warrants as a derivative liability as of issuance and revalue at each quarterly period thereafter until expiry.  The fair value of the warrants was determined using a Monte Carlo Options Lattice model.





Allocation of proceeds arising from the SPA on the inception date is as follows:





Classification

AllocationCommon Stock (par value)


4,000Paid-in Capital (Common Stock)


(647,455)Derivative Liabilities (Warrants)


1,243,455Proceeds

$
600,000





Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of the inception date is illustrated in the following tables:





Warrant

DerivativeWarrants to purchase common stock:Strike price

$
0.30Volatility


110
%Term (years)


5.00Risk-free rate


1.71
%Dividends


-




F-10


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 6 – FINANCING AGREEMENTS (continued)





(3)
Securities Purchase Agreement (“SPA”) - continued





Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of September 30, 2013 are illustrated in the following tables:





Warrant

DerivativeWarrants to purchase common stock:Strike price

$
0.30Volatility


112
%Term (years)


4.95Risk-free rate


1.39
%Dividends


--


On September 30, 2013 as a result of the revaluation of the warrant derivatives the Company recorded a further expense of $2,899 in respect of the change in the fair value of the  warrant liability.


(4)
On September 9, 2013, the Company entered into a unit subscription agreement with Big North Graphite Corp., for a total of 2,666,667 units at $0.075 per unit. The transaction was subsequently rescinded and the proceeds have been returned 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.


NOTE 7 – COMMITMENTS





(1)
Investor Relations and Marketing Contracts





(i)
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:


F-11


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 7 – COMMITMENTS (continued)





(1)
Investor Relations and Marketing Contracts (continued)





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.





The Company paid $7,500 for the first three months of services during the fiscal year ended June 30, 2013.





During the three months period ended September 30, 2013, the Company paid $7,500 for the second three months of services.





(ii)
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. The $40,000 was paid in cash during the period ended September 30, 2013. During the period ended September 30, 2013 we issued 250,000 shares of our common stock valued at $0.168 per, totaling $42,000, the fair market value of the shares on the date of issuance has been expensed as stock based compensation.





(2)
Agency Agreement





(i)
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 fiscal year ended June 30, 2013, we issued 75,000 shares of our common stock valued at $0.59 per, totaling $44,250, which was the fair market value of the shares on the date of issuance and has been expensed as stock based compensation.




F-12


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 7 – COMMITMENTS (continued)





(ii)
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 (ref note 6(3)) 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.





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).


F-13


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 8 – CAPITAL STOCK (continued)





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.




On May 20, 2013, we issued 75,000 shares of our common stock valued 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(2) above).





On July 11, 2013 we issued total of 188,888 units at a price of $0.45 per unit in connection with the private placements accepted on May 9 and May 20th 2013.


On September 9, 2013, the Company issued 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 for gross proceeds of $600,000. (see Note 6(3) above).





On September 12, 2013, the Company issued total of 120,000 shares of the common stock of the Company at par value and an equal number of warrants exercisable at $0.30 per share for a period of five years under the placement agent agreement. (see Note 7(2(ii)) above).





On September 16, 2013 the Company issue 250,000 shares of restricted common stock valued at $0.168 per share, totaling $42,000, the fair market value of the shares on the date of issuance, pursuant to the Investor Relations agreement (see Note 7(1) above)





As of September 30, 2013, 82,918,374 shares of common stock were issued and outstanding.





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 expired on September 30, 2013 which was 60 days after the termination of the Consulting Agreements.





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





September 30,2013
June 30,2013Shares

Weighted Average Exercise Price

$

Shares

Weighted Average Exercise Price

$Outstanding at beginning of the year


300,000

0.25


-

-Granted


-

-


300,000

0.25Exercised


-

-


-

-Expired or cancelled


(300,000)

(0.25)


-

-Outstanding at end of year


-

-


300,000

0.25


F-14


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 9 – STOCK OPTIONS (continued)





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
%





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.




F-15


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





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.





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 (see note 6(3) above).





On September 12, 2013, the Company issued total of 120,000 shares of the common stock of the Company at par value and an equal number of warrants exercisable at $0.30 per share for a period of five years under the placement agent agreement. (see Note 7(2(b)) above).





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





Exercise

Price
Expiry

Date
Weighted Average Remaining Contractual Life (Years)
Outstanding

at

June 30,

2013
Issued
Exercised
Expired
Outstanding

at

September 30,

2013$ 0.75
May 9, 2014
0.61
88,888
-
-
-
88,888$ 0.75
May 20, 2014
0.64
100,000
-
-
-
100,000$ 0.30
September 4, 2013
4.93
-
4,000,000
-
-
4,000,000$ 0.30
September 12, 2013
4.96
-
120,000
-
-
120,000188,888
4,120,000
-
-
4,308,888





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 three month periods ended September 30, 2013 and September 30, 2012, Mr. Walchuk invoiced the company for the services in the amount of $22,500 and $7,500, respectively.   As at September 30, 2013 no amounts are owing to Mr. Walchuk.


F-16


AMERICAN GRAPHITE TECHNOLOGIES INC.


(An Exploration Stage Company)


Notes to the Financial Statements


(UNAUDITED)





NOTE 13 – PROVISION FOR INCOME TAXES





Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
 Operating loss carry-forwards generated during the period from June 1, 2010 (date of inception) through September 30, 2013 of approximately $561,362, will begin to expire in 2030.   The Company applies a statutory income tax rate of 35%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $196,476 at September 30, 2013. For the three month periods ended September 30, 2013 and 2012, the valuation allowance increased by approximately $52,838 and $37,540, respectively.
 
 The Company has no tax positions at September 30, 2013, or June 30, 2013, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
 
 The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.
 
 The tax returns for the years from inception to September 30, 2013 are subject to examination by the Internal Revenue Service.





NOTE 14 – SUBSEQUENT EVENTS





During the month of October, 2013, the Company finalized the intellectual property agreement for its 3D Project P-600 with the project manager and National Science Centre KIPT of the National Academy of Sciences of Ukraine and remitted the funds to allow commencement of the project.


F-17


ITEM2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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").





The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended June 30, 2013, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means American Graphite Technologies Inc.





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 September 30, 2013 was $530,820 as compared to $116,588 as of June 30, 2013. Our total current liabilities at September 30, 2013 were $40,443 as compared to $8,806 as at June 30, 2013. The total long term liabilities at September 30, 2013 were $1,246,354 as compared to $Nil at June 30, 2013. This significant change was as a result of operating funds received from the sale of common stock in the amount of $533,000 for the three months period ended September 30, 2013 as compared to $500,000 for the same period ended September 30, 2012.  Proceeds from the sale of common stock were used to pay outstanding loans and operating expenses for the Company.  The long term liabilities relate to a liability on the balance sheet of the Company for warrants issued under a securities purchase agreement where the Company raised the amount of $600,000 to fund operations.





We currently have mineral claims which potentially could have graphite deposits and two projects related to graphene or products related to graphene. We believe 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 three month period ended September 30, 2013 and fiscal year ended June 30, 2013, the Company was successful in raising the required funding for operations by way of private placements.   During the period ended September 30, 2013 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.


5


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 do not have any revenues and have not had any revenue since inception on June 1, 2010.





We have a net loss of $192,968 for the three months ended September 30, 2013 as compared to a net loss of $138,458 for the three months ended September 30, 2012. From inception we have had a net loss of $834,812.  Due to increased operations we had an increase in office and general expense from $17,920 (2012) to $44,439 (2013),  management fees increased to  $22,500 (2013) as compared to $7,500 (2012); stock based compensation increased to $42,000 as of September 30, 2013 from $31,200 for September 30, 2012.  Consulting fees and professional fees did not reflect any significant increases for the comparable periods.





Other expense related to interest was $766 as of September 30, 2012 as compared to interest expense of $Nil for September 30, 2013.  The change in the fair value of our warrant liability was $2,899 for the three months period ended September 30, 2013 with no comparative amount for the same period ended September 30, 2012.





Basic loss per share was $0.00 as at September 30, 2013 and  September 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.


6


ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





A smaller reporting company is not required to provide the information required by this Item.





ITEM 4.  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





We carried out an evaluation, under the supervision and with the participation of our management, Mr. Rick Walchuk, our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of September 30, 2012, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of September 30, 2013 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.





In performing the above-referenced assessment, our management identified the following material weaknesses:





1)
We currently do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over financial statements;





2)
Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides one staff member. 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  not managed by us and are not answerable to our 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.





We continue to review our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses. Our present management 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.


7


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





Changes in Internal Control Over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.


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PARTII – OTHER INFORMATION





ITEM 1.  LEGAL PROCEEDINGS





None





ITEM 1A.  RISK FACTORS





A smaller reporting company is not required to provide the information required by this Item.





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





Unregistered Sales of Equity 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.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. MINE SAFETY DISCLOSURES





Not Applicable





ITEM 5. OTHER INFORMATION





On September 9, 2013, American Graphite Technologies Inc. (the “Company”) had 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, entitling 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.


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ITEM6.  EXHIBITS





Exhibits




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. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.


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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





AMERICAN GRAPHITE TECHNOLOGIES INC.Date:
November 19, 2013
By:
/s/ Rick WalchukName:
Rick WalchukTitle:
Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director




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