Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - AMERICAN GRAPHITE TECHNOLOGIES INC. | Financial_Report.xls |
| EX-31.2 - CERTIFICATION - AMERICAN GRAPHITE TECHNOLOGIES INC. | ex312.htm |
| EX-32.1 - CERTIFICATION - AMERICAN GRAPHITE TECHNOLOGIES INC. | ex321.htm |
| EX-31.1 - CERTIFICATION - AMERICAN GRAPHITE TECHNOLOGIES INC. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 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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27-2841739
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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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(Former name, former address and former fiscal year, if changed since last report)
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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 [X] No [ ]
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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).
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Yes [X ] No [ ]
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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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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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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 [ ] No [ X ]
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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.
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Yes [ ] No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
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96,083,348 common shares outstanding as of November 12, 2014
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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2
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of American Graphite Technologies Inc. for the three month period ended September 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-Q speaks as of the filing date of the Form 10-Q (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-Q as filed on November 19, 2014.
AMERICAN GRAPHITE TECHNOLOGIES INC
Table of Contents
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Page
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PART I – Financial Information
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Financial Statements
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4
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 |
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Quantitative and Qualitative Disclosures About Market Risk
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9
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Controls and Procedures
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9
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PART II – Other Information
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Legal Proceedings
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10
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Risk Factors
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10
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Unregistered Sales of Equity Securities and Use of Proceeds
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10
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Defaults Upon Senior Securities
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10
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Mine Safety Disclosures
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10
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Other Information
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10
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Exhibits
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11
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12
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3
ITEM 6. EXHIBITS
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Exhibit Number
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Description
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(3)
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Articles of Incorporation; Bylaws
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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)
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Material Contracts
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10.1
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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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10.2
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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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10.3
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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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10.4
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Consulting agreement with Robert Mintak 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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10.5
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Consulting agreement with Jason Dussault 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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10.6
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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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10.7
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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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10.8
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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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10.9
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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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10.10
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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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10.11
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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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10.12
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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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10.13
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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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10.14
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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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10.15
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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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10.16
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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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10.17
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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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10.18
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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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(21)
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Subsidiaries of the Registrant
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21.1
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9311-2571 Québec Inc., a Quebec, Canada corporation (wholly owned)
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(31)
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Rule 13a-14(a)/15d-14(a) Certifications
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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)
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Section 1350 Certifications
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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-Q for the three months ended September 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.
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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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