UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  X .QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

      .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: 000-52636

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  X . No      .

As of August 19, 2015, the registrant had 1,277,039 shares of common stock, $0.001 par value per share, issued and outstanding.

HK GRAPHENE TECHNOLOGY CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

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PART I

FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on April 3, 2015, as amended on April 7, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

TABLE OF CONTENTS

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HK Graphene Technology Corp.

(f.k.a. Angstron Holdings Corporation)

Condensed Balance Sheets

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

4

HK Graphene Technology Corp.

(f.k.a. Angstron Holdings Corporation)

Condensed Statements of Operations

(Unaudited)

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

5

HK Graphene Technology Corp.

(f.k.a. Angstron Holdings Corporation)

Condensed Statements of Cash Flows

(Unaudited)

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

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HK GRAPHENE TECHNOLOGY CORP.

(f.k.a. Angstron Holdings Corporation)
Notes to Condensed Financial Statements
June 30, 2015
(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

HK Graphene Technology Corp., formerly known as Angstron Holdings Corporation (the “Company”), was incorporated on June 28, 2006 in the state of Nevada under the name Loreto Corporation. The Company pursued its original business plan to create, market, and sell greeting cards to wholesalers and retail customers in shopping malls in its own planned retail shops. However, in 2008, the Company decided to redirect its business focus and strategy toward identifying and pursuing business opportunities in the mining sector in South America, more specifically, in Peru. The Company later changed its name to Loreto Resources Corporation, subsequently to HK International Group Inc. and then to Angstron Holdings Corporation. On July 31, 2015 the Company changed its name to HK Graphene Technology Corporation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements as of June 30, 2015 and for the period then-ended have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended June 30, 2015 are not necessarily indicative of the results that may be expected for the entire year.

Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2014 filed with the SEC on April 3, 2015, as amended on April 7, 2015.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

Cash

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company's cash are with local and national banking institutions and subjected to current FDIC insurance limits of $250,000 per banking institution. As of June 30, 2015 and 2014, the Company bank balances in these bank accounts exceeded the insured amount by $1,899,962 and $2,814,041, respectively. The Company has not experienced any losses related to this concentration of risk. There are no cash equivalents as of June 30, 2015 and 2014.

Basic Earnings per Share

Basic and diluted earnings or loss per share (“EPS”) amounts in the financial statements are computed in accordance with ASC Topic 260 – 10 “Earnings per Share,” which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive.

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Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2015 and June 30, 2014, carrying value of assets and liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

NOTE 3. GOING CONCERN

During the six month period ended June 30, 2015, the Company has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity financing. In addition to negative cash flow from operations, the Company has experienced recurring net losses, and has an accumulated deficit of $6,698,637 as of June 30, 2015.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Going forward, the Company’s plan is to acquire other assets or business operations that will maximize stockholder value.

NOTE 4. STOCK TRANSACTIONS

Series B Preferred Stock Issuance

On December 7, 2014, the Company entered into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Yunfeng Lu (the “Series B Purchaser”), pursuant to which, among other items, on December 19, 2014 (the “Closing Date”), the Company sold to the Series B Purchaser, and the Series B Purchaser purchased from the Company, 3,683 shares of the Company’s Series B Preferred Stock, at the price of $91.41 per share, for an aggregate purchase price of $336,667. The shares may be converted at any time after one year of the original issue date.

NOTE 5. DUE TO RELATED PARTY – ACI

During the six month period ended June 30, 2015, a related party of the Company, ACI, Inc. (“ACI”) has paid the Company’s operating expenses. The expenses paid by ACI during the period ended June 30, 2015 totaled $1,679. As of June 30, 2015, the balance of payables due to ACI totaled $144,815.

NOTE 6. RELATED PARTY LOAN PAYABLE

On September 30, 2013, Lianyungang Hybrid Kinetic New Energy Co., Ltd. (“LYG”), a related party, made a loan in the amount of $4,000,000 to the Company. This is an unsecured, 2% interest bearing loan due on October 1, 2016. The Company intends to use the proceeds of the loan for the development of grapheme production technology.

On February 25, 2015, the Company  entered into an Investment Agreement (the “Investment Agreement”) with Lianyungang Hybrid Kinetic New Energy Limited, Inc. (“Investor”), a related party, for gross proceeds equal to an aggregate of $10,000,000 (the “Purchase Price”) in exchange for the issuance of 537,418,480 shares of the Company’s common stock, par value $0.001 per share, at a per share price of $0.0186, as more fully described in the Current Report on Form 8-K filed on February 27, 2015. The Purchase Price consists of a cash payment of $6,000,000 to be paid at the closing and cancellation of a promissory note in the amount of $4,000,000 to LYG by the Company. The transactions contemplated by the Investment Agreement have not been consummated.

Accordingly, as of June 30, 2015, the balance due to LYG is $4,000,000.

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NOTE 7. SUBSEQUENT EVENT

On July 31, 2015, the Company changed its name to HK Graphene Technology Corporation (the “Name Change”). The Name Change was made pursuant to Section 92A.180 of the Nevada Revised Statutes by merging a majority-owned subsidiary of the Company with and into the Company. The Company is the surviving corporation and, in connection with the merger, Article One of the Company’s Articles of Incorporation was amended to change the Company’s corporate name to HK Graphene Technology Corporation, pursuant to Articles of Merger filed with the Secretary of State of the State of Nevada. The Company’s common stock is now traded on OTC Pink under the ticker symbol “HKGT”.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words "believe," "expects," "anticipates," "intends," "estimates," "projects," "target," "goal," "plans," "objective," "should," or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties including those related to changes in economic conditions, new business opportunities and general financial and business conditions, actual results may differ materially from those expressed or implied by the forward-looking statements.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and accompanying notes included our Annual Report on Form 10-K/a for the fiscal year ended December 31, 2014, filed with the SEC.

Unless the context otherwise requires, the terms "the Company," "we," "us" and "our" refer to HK Graphene Technology Corp.

OVERVIEW AND RECENT DEVELOPMENTS

We are a development stage company, recently focused on the acquisition, development and production of significant base and precious metals deposits.

We intended to pursue the acquisition of one or more mining properties in Peru and other South American countries and, to that end, we had opened an office in Lima, Peru. Because we decided not to pursue any of those opportunities, during the quarter ended September 30, 2010, we closed our office in Peru.

Since that time, we have begun identifying and investigating investment opportunities, but we have not yet finalized decisions to pursue any particular project.

On March 8, 2013, we entered into Promissory Note Conversion Agreements (the "Conversion Agreements") with the holders of all of our outstanding convertible promissory notes (collectively, the "Notes"), pursuant to which, among other things, an aggregate of $430,538 of principal and accrued and unpaid interest due under the Notes, representing all of our outstanding indebtedness for money borrowed at March 8, 2013, was converted into a total of 57,405,074 shares (pre-Reverse Stock Split, as described below) of our common stock, $0.001 par value per share ("Common Stock"), at a conversion rate of $0.0075 per share.

In addition, on March 8, 2013, holders of 72,123,396 shares (pre-Reverse Stock Split, as described below) of our Common Stock, (representing approximately 56.5% of our common equity at that time), consented to a proposed 1:100 reverse split of our Common Stock (the "Reverse Stock Split"), as previously authorized by our board of directors ("Board"). Following FINRA's approval, the Reverse Stock Split became effective in the marketplace as of April 16, 2013 (the "Effective Date"). As a result, we now have 1,277,039 shares of Common Stock issued and outstanding.

On March 11, 2013, we sold 1,300 shares of our Series A convertible preferred stock, $0.001 par value per share ("Series A Preferred Stock"), to Commonwealth Investments, LLC, a California limited liability company ("Commonwealth"). These shares of Series A Preferred Stock are convertible into an aggregate of 127,703,396 shares (post-Reverse Stock Split) of our Common Stock, representing approximately 99.0% of our common equity on an as-converted basis. Commonwealth has advised us that it plans to appoint new members to our Board in the near future, and to make other changes to our management and operations.

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On March 22, 2013, we changed our name to HK International Group, Inc., and increased our number of authorized shares from 310,000,000 shares consisting of (i) 300,000,000 shares of Common Stock, and (ii) 10,000,000 shares of ^-blank check" preferred stock, par value $0.001 per share ("Preferred Stock"), 1,300 shares of which have been designated as Series A Preferred Stock, to 3,000,000,000 shares, consisting of (i) 2,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have previously been designated as Series A Preferred Stock. Following FINRA's approval, the name change became effective in the market on the Effective Date. Our trading symbol changed from "LRTC" to "HKIG" on May 13, 2013, which was twenty (20) business days from the Effective Date.

On June 21, 2013, we changed our name to Hygeialand Biomedical Corporation. Following FINRA's approval, on July 11, 2013, the name change, and the change of our trading symbol to "HBMC," became effective in the market.

In connection with the change of our business focus (described above), we split off (the ^-Split-Off") our wholly-owned Peruvian subsidiary, Loreto Resources Peru S.R.L. Compania Minera (the "Subsidiary"), which is in the process of being dissolved, to Luis F. Saenz, our former sole officer and director. We entered into a Spilt-Off Agreement (the "Split-Off Agreement") with Mr. Saenz (as discussed below) to effect the Split-Off, dated as of July 12, 2013 (the Split-Off Closing Date"), and the Split-Off has been completed.

Pursuant to the Split-Off Agreement, as of the Split-Off Closing Date:

·

we contributed, assigned, conveyed and transferred all of our assets and property, and all of our debts, adverse claims, liabilities, judgments and obligations relating to the Subsidiary, whether accrued, contingent or otherwise and whether known or unknown, to Mr. Saenz;

·

we transferred all of the outstanding capital stock of the Subsidiary to Mr. Saenz;

·

Mr. Saenz agreed to indemnify us and our officers and directors against any third party claims relating to the Subsidiary; and

·

the Subsidiary and Mr. Saenz pledged not to sue us and forever release us and our present and former officers, directors, stockholders, employees, agents, attorneys and representatives from any and all claims, actions, obligations, liabilities and the like, incurred or suffered by the Subsidiary or Mr. Saenz arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the Split-Off Closing Date and related to the Subsidiary.

On July 23, 2013, we changed our name to Angstron Holdings Corporation. Following FINRA's approval, on August 19, 2013, the name change, and the change of our trading symbol to "ANGP," became effective in the market.

On August 7, 2013, we increased our number of authorized shares from 3,000,000,000 shares of capital stock, consisting of (i) 2,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have been designated as Series A Preferred Stock, to 6,000,000,000 shares of capital stock, consisting of (i) 5,000,000,000 shares of Common Stock, and (ii) 1,000,000,000 shares of Preferred Stock, 1,300 shares of which have previously been designated as Series A Preferred Stock.

On September 30, 2013, Lianyungang Hybrid Kinetic New Energy Co., Ltd. ("LYG") made a loan in the amount of $4,000,000 to the Company. This is an unsecured, 2% interest bearing loan due on October 1, 2016. The Company intends to use the proceeds of the loan for the development of grapheme production technology.

Effective July 31, 2015, we changed our name to HK Graphene Technology Corp. and changed our trading symbol to "HKGT".

Going forward, our plan is to acquire other assets or business operations that will maximize stockholder value. However, no specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.

Going Concern

During the six month period ended June 30, 2015, we did not generate any revenue. Because we have been unable to generate cash flows sufficient to support our operations, we have been dependent on debt financing from certain of our existing stockholders. In addition to negative cash flow from operations, we have experienced recurring net losses, and have an accumulated deficit as of June 30, 2015 of $6,698,637. These factors raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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For the Six Months Ended June 30, 2015 and 2014

We have generated no revenues to date.

We incurred general and administrative expenses of $437,195 and $258,400 for the six months ended June 30, 2015 and 2014, respectively. These expenses consisted of legal and other professional fees and operating costs incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.

Our net loss for the six months ended June 30, 2015 and 2014 was $457,195 and $224,727, respectively. The decrease in net loss from the 2014 to 2015 for the six month period is primarily attributable to the reduction in general and administrative expenses.

We have generated no revenues and have an accumulated deficit at June 30, 2015 of $6,698,637.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2015 was $2,149,962 as compared to $2,929,764 at December 31, 2014.

On March 8, 2013, an aggregate of $430,538 of principal and accrued and unpaid interest due under our outstanding Notes, representing all of our outstanding indebtedness for money borrowed at March 8, 2013, was converted into a total of 57,405,074 shares (pre-Reverse Stock Split) of our Common Stock.

On March 11, 2013, we sold 1,300 shares of our Series A Preferred Stock to Commonwealth for an aggregate purchase price of $130,000. We used the net proceeds from the sale of the Series A Preferred Stock to pay outstanding obligations to advisors, service providers and vendors, and to pay any outstanding tax liabilities. In addition, the purchaser of the Series A Preferred Stock paid $37,500 of our legal fees incurred in connection with the transaction.

On December 9, 2014, we sold 3,683 shares of our Series B Preferred Stock to Yunfeng Lu, for an aggregate purchase price of $336,667. We used the net proceeds from the sale of the Series B Preferred Stock to pay outstanding obligations to advisors, service providers, research and vendors, and to pay any outstanding tax liabilities.

During the past several years we have conducted a number of small private offerings of our convertible promissory notes, the proceeds from which we used to fund our operations. We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We believe that, at our current level of operation, we do not have sufficient cash to meet our expenses for the next three months. We expect that we will need to obtain additional capital in order to maintain our public company regulatory requirements and execute our business plan, build our operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or debt securities, or borrow funds from private lenders or banking institutions. We have not made any decisions with respect to any such financing. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the "Exchange Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Under the supervision and with the participation of our senior management, consisting of Jianguo Xu, our President and Chief Executive Officer (Principal Executive Officer), Chunhua Huang, our Treasurer and Chief Financial Officer (Principal Accounting Officer), and Shuning Luo, our Secretary, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of September 30, 2014; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

·

We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an "audit committee financial expert," as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management's view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

·

We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have one interim officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies.

Management believes that the material weaknesses set forth the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

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Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, would remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12h-2 of the Exchange Act and are not required to provide the information under this item.

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

We did not sell any unregistered securities during the six month period ended June 30, 2015, or subsequent period through the date hereof.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are included with this quarterly report.

* Filed herewith.

** This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

*** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HK GRAPHENE TECHNOLOGY CORP

Date: August 19, 2015

By: /s/ Jianguo Xu

Jianguo Xu

President and Chief Executive Officer

(Principal Executive Officer)

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