Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - AMERICAN GRAPHITE TECHNOLOGIES INC. | Financial_Report.xls |
| EX-31.1 - CERTIFICATION - AMERICAN GRAPHITE TECHNOLOGIES INC. | ex311.htm |
| EX-32.1 - CERTIFICATION - AMERICAN GRAPHITE TECHNOLOGIES INC. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2014
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-54521
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Commission File Number
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AMERICAN GRAPHITE TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3651 Lindell Rd., Ste. D#422, Las Vegas, NV
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89103
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(Address of principal executive offices)
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(Zip Code)
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(702) 473-8227
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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n/a
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n/a
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock, $0.001 par value
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Title of class
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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[ ]
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No
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[X]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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Yes
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[ ]
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No
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[X]
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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.
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Yes
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[X]
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No
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ndicate 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).
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Yes
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[X]
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No
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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.
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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.
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Large accelerated filer
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Accelerated filer
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[ ]
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Non-accelerated filer
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
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[ X]
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The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $8,466,940 based on the closing price of $0.16 as reported as of December 31, 2013 (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.
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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.
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96,083,348 shares of common stock issued and outstanding as of October 8, 2014
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DOCUMENTS INCORPORATED BY REFERENCE
None.
2
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of American Graphite Technologies Inc. for the fiscal year ended June 30, 2014 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K (the "Filing date"), does not reflect events that may have occurred subsequent to the filing date, and does not modify or update in any way disclosures made in the Form 10-K as filed on October 14, 2014.
TABLE OF CONTENTS
3
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)
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Financial Statements
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(1)
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Financial statements for our company are listed in the index under Item 8 of this document
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(2)
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All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
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(b)
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Exhibits
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Exhibit Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Registration Statement on Form S-1 filed on August 4, 2010.
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3.1 (i)
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Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on July 12, 2012
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Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2012.
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3.2
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Bylaws
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Incorporated by reference to the Registration Statement on Form S-1 filed on August 4, 2010.
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10.1
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Release entered into by Fabio Alexandre Narita
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Incorporated by reference to our Form 8-K filed with the SEC on May 29, 2012.
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10.2
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Share Purchase Agreement between Rick Walchuk and Fabio Alexandre Narita
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Incorporated by reference to our Form 8-K filed with the SEC on May 29, 2012.
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10.3
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Subscription Agreement dated August 29, 2012.
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Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.
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10.4
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Form of Subscription Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.
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10.5
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Form of Subscription Agreement for Draw Down
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Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.
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10.6
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Patent and Technology License Agreement between our company and Cheap Tubes, Inc. dated December 3, 2012
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Incorporated by reference to our Form 8-K filed with the SEC on December 18, 2012.
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10.7
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Schedule 2 to the Patent and Technology License Agreement between our company and Cheap Tubes, Inc.
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Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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10.8
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Consulting agreement dated July 30, 2012
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Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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10.9
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Consulting agreement dated July 30, 2012
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Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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10.10
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Financing Agreement dated August 29, 2012
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Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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10.11
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Consulting Agreement between our company and Rick Walchuk
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Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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10.12
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Agreement between our company and Rosevale Capital S.A
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Incorporated by reference to our Form 8-K/A filed with the SEC on April 24, 2013.
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10.13
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Agency Agreement between our company and Carter Terry
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Incorporated by reference to our Form 8-K filed with the SEC on June 19, 2013.
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10.14
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Form of Private Placement Units Subscription Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.
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10.15
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Agency Agreement between our company and Palladium Capital Advisors LLC.
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Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.
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10.16
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Form of Securities Purchase Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.
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10.17
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Form of Warrant
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Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.
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10.18
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Subscription Agreement between our company and Big North Graphite Corp.
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Incorporated by reference to our Form 8-K filed with the SEC on September 16, 2013.
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10.19
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Consulting Agreement between our company and Con Anast
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Incorporated by reference to our Form 8-K filed with the SEC on December 17, 2013
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10.20
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P-600 Partner Project Agreement dated October 1, 2013
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Incorporated by reference to our Form 10-Q filed with the SEC on February 13, 2014
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10.21
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P-600 Project Intellectual Property Agreement executed October 17, 2013
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Incorporated by reference to our Form 10-Q filed with the SEC on February 13, 2014
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10.22
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Form of Securities Purchase Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
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10.23
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Form of Warrant
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Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
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10.24
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Form of Waiver and Consent
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Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
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10.25
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Consulting Agreement with Verge Consulting, LLC
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Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
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31.1
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Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting 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
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Filed Herewith
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32.1
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Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed Herewith
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101*
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Interactive Data File (Form 10-K for the year ended June 30, 2014 furnished in XBRL).
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Filed Herewith | ||
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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4
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. | |||
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Date:
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February 23, 2015
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By:
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/s/ Con Evan Anast
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Name:
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Con Evan Anast
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Title:
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President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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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.
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Date:
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February 23, 2015
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By:
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/s/ Con Evan Anast
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Name:
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Con Evan Anast
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Title:
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President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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