**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q/A**

**Amendment No. 1**

*(Mark One)*

 þ      Quarterly  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the

quarterly period ended February 28, 2014.

 o      Transition  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the

transition period from

to

.

Commission file number:******000-52784**

**ABAKAN INC.**

(Exact name of registrant as specified in its charter)

**Nevada**

**98-0507522**

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

**2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133**

(Address of principal executive offices)    (Zip Code)

**(786) 206-5368**

(Registrant’s telephone number, including area code)

**N/A**

(Former name or former address, if changed since last report)

Indicate  by  check  mark  whether  the  registrant:  (1)  filed  all  reports  required  to  be  filed  by  Section  13  or

15(d)  of  the  Exchange  Act  during  the  past  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:

Yesþ   Noo

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). Yesþ   Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filero   Accelerated filerþ Non-accelerated filero Smaller reporting companyo

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

Exchange Act): Yeso  Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable  date.  The  number  of  shares  outstanding  of  the  issuer’s  common  stock,  $0.0001  par  value  (the

only class of voting stock), at April 14, 2014, was 64,489,547.

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**EXPLANATORY NOTE**

Amendment No. 1 amends Abakan Inc.’s (“Abakan”) Quarterly Report on Form 10-Q for the period

ended February 28, 2014, which was filed with the Securities and Exchange Commission (the

“Commission”) on April 15, 2014 (the “Original Filing”). Abakan is filing this Amendment No.1 for the

sole purpose of including amended Exhibits 31.2 and 32.2 which contain Section 302 and Section 906 of

the of the Sarbanes-Oxley Act of 2002 certifications of Abakan’s chief financial officer. The certifications

included in Exhibits 31.2 and 32.2 to the Original Filing contained errors that erroneously mistook the

identity of our chief financial officer.

Amendment No. 1 does not include the entire Form 10-Q for the period ended February 28, 2014. Except

as described above, this Amendment No. 1 does not amend any other information set forth in the Original

Filing and Abakan has not updated disclosures included therein to reflect any events that occurred

subsequent to April 15, 2014.

As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new

certifications by our chief executive officer and chief financial officer pursuant to Commission Rule 13a-

14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to this

Amendment No. 1.

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**ITEM 6.**

**EXHIBITS**

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the*Index to Exhibits* on page

5 of this Form 10-Q/A, and are incorporated herein bythis reference.

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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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf bythe undersigned, thereunto duly authorized.

***Abakan Inc.***

***Date***

/s/ Robert H. Miller

April 24, 2014

By: Robert H. Miller

Its: Chief Executive Officer, and Director

/s/ Costas Takkas

April 24, 2014

By: Costas Takkas

Its: Chief Financial Officer and Principal Accounting Officer

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**INDEX TO EXHIBITS**

***Exhibit No.***

***Exhibit Description***

3.1*

Articles of Incorporation and Certificate of Amendment, incorporated hereto by reference to

the Form SB-2, filed with the Commission on June 19, 2007.

3.2*

Bylaws, incorporated hereto by reference to the Form SB-2, filed with the Commission on

June 19, 2007.

10.1*

Lease Agreement between Powdermet and Sherman Properties, LLC dated March 7, 2007,

incorporated hereto by reference to the Form 10-K filed with the Commission on September

13, 2011.

10.2*

License agreement between MesoCoat and Powdermet dated July 22, 2008, incorporated

hereto by reference to the Form 10-K/A-2 filed with the Commission on December 27, 2011.

10.3*

Exclusive license between MesoCoat and UT-Battelle, LLC, dated September 22, 2009,

incorporated hereto by reference to the Form 10-K/A-2 filed with the Commission on

December 27, 2011.

10.4*

Articles of Merger dated November 9, 2009, incorporated hereto by reference to the Form 8-

K filed with the Commission on December 9, 2009.

10.5*

Agreement and Plan of Merger dated November 9, 2009, incorporated hereto by reference to

the Form 8-K filed with the Commission on December 9, 2009.

10.5*

Consulting agreement dated December 1, 2009, between the Company and Mr. Greenbaum,

incorporated hereto by reference to the Form 8-K filed with the Commission on May 28,

2010.

10.7*

Employment agreement dated December 1, 2009, between MesoCoat and Andrew Sherman,

incorporated hereto by reference to the Form 10-K filed with the Commission on September

13, 2011.

10.8*

Consulting agreement date December 1, 2009 between the Company and Prosper Financial

Inc., incorporated hereto by reference to the Form 10-K filed with the Commission on

September 13, 2011.

10.9*

Consulting agreement dated December 8, 2009 between the Company and Robert Miller,

incorporated hereto by reference to the Form 10-K filed with the Commission on September

13, 2011.

10.10*

Investment Agreement dated December 9, 2009, between the Company, MesoCoat and

Powdermet, incorporated hereto by reference to the Form 8-K filed with the Commission on

December 17, 2009.

10.11*

Agreement date March 17, 2010 between the Company and Sonnen Corporation,

incorporated hereto by reference to the Form 10-K filed with the Commission on September

13, 2011.

10.12*

Agreement dated April 30, 2010 between the Company and Mr. Buschor, incorporated hereto

by reference to the Form 8-K filed with the Commission on May 11, 2010.

10.13*

Commercial lease agreement date June 1, 2010, between Powdermet and MesoCoat,

incorporated hereto by reference to the Form 10-K filed with the Commission on September

13, 2011.

10.14*

Stock Purchase Agreement dated June 29, 2010 between the Company and Kennametal,

incorporated hereto by reference to the Form 8-K filed with the Commission on September

15, 2010.

10.15*

Employment agreement dated August 20, 2010, between the Company and Mr. Takkas,

incorporated hereto by reference to the Form 8-K filed with the Commission on August 26,

2010.

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10.16*

Amendment No. 1 to Stock Purchase Agreement between the Company and Kennametal

dated September 7, 2010, incorporated hereto by reference to the Form 8-K filed with the

Commission on September 15, 2010.

10.17*

Amendment to the Investment Agreement dated December 8, 2010, between the Company,

MesoCoat and Powdermet, incorporated hereto by reference to the Form 10-Q filed with the

Commission on January 19, 2011.

10.18*

Cooperation Agreement between MesoCoat and Petroleo Brasileiro S.A. dated January 11,

2011, incorporated by reference to the Form 8-K/A-3 filed with the Commission on March 6,

2012. (Portions of this exhibit have been omitted pursuant to a request for confidential

treatment.)

10.19*

Amendment No. 2 to Stock Purchase Agreement between the Company and Kennametal

dated January 19, 2011, incorporated hereto by reference to the Form 8-K filed with the

Commission on July 13, 2011.

10.20*

Accord and Satisfaction Agreement dated March 21, 2011 between the Company and

Kennametal, Inc., incorporated hereto by reference to the Form 8-K filed with the

Commission on March 25, 2011.

10.21*

Assignment Agreement dated March 25, 2011 with Polythermics LLC and MesoCoat,

incorporated hereto by reference to the Form 10-Q/A filed with the Commission on

September 27, 2011.

10.22*

Exclusivity Agreement between MesoCoat and Mattson Technology, Inc. dated April 7,

2011, incorporated hereto by reference to the Form 8-K/A-3 filed with the Commission on

March 6, 2012. (Portions of this exhibit have been omitted pursuant to a request for

confidential treatment.)

14*

Code of Business Conduct & Ethics adopted on June 13, 2012, and incorporated hereto by

reference to the Form 10-K filed with the Commission on September 13, 2012.

21*

Subsidiaries of the Company, incorporated hereto by reference to the Form 10-K filed with

the Commission on August 29, 2013.

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attached.

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, attached.

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached.

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached.

99*

Powdermet audited financial statements for the period ended May 31, 2013, incorporated

hereto by reference to the Form 10-K filed with the Commission on August 29, 2013.

101. INS      XBRL Instance Document†

101. PRE     XBRL Taxonomy Extension Presentation Linkbase†

101. LAB    XBRL Taxonomy Extension Label Linkbase†

101. DEF     XBRL Taxonomy Extension Label Linkbase†

101. CAL    XBRL Taxonomy Extension Label Linkbase†

101. SCH     XBRL Taxonomy Extension Schema†

*

Incorporated by reference to previous filings of the Company.

†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished”

and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or

12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of

Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to

liability under these sections.

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