UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
Amendment No. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2014
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from __________ to __________

000-54521
Commission File Number
 
American 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

96,083,348 common shares outstanding as of May 19, 2014
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
 
 
2
 
 
Explanatory Note
 
                 This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of American Graphite Technologies Inc. for the nine month period ended March 31, 2014 is solely to furnish Exhibit 101 to the Form 10-Q 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 May 20, 2014.
 
 
3
 
I TEM 6.  EXHIBITS

Number
Description
 
3.1
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, 2013.
10.8
Consulting agreement dated July 30, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
10.9
Consulting agreement dated July 30, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
10.10
Financing Agreement dated August 29, 2012
Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2013.
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, 2013.
 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.
10.19
Consulting Agreement between the Company and Con Anast
Incorporated by reference to our Form 8-K filed with the SEC on December 17, 2013
10.20
P-600 Partner Project Agreement dated October 1, 2013
Incorporated by reference to our Form 10-Q filed with the SEC on February 13, 2014
10.21
P-600 Project Intellectual Property Agreement executed October 17, 2013
Incorporated by reference to our Form 10-Q filed with the SEC on February 13, 2014
10.22
Form of Securities Purchase Agreement
Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
10.23
Form of Warrant
Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
10.24
Form of Waiver and Consent
Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
10.25
Consulting Agreement with Verge Consulting, LLC
Incorporated by reference to our Form 8-K filed with the SEC on March 18, 2014
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
Incorporated by reference to our Form 10-Q filed with the SEC on May 20, 2014
31.2
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
Incorporated by reference to our Form 10-Q filed with the SEC on May 20, 2014
32.1
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
Incorporated by reference to our Form 10-Q filed with the SEC on May 20, 2014
101.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
*
 
*Filed herewith. 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.
 
4
 

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:
June 12, 2014
By:
/s/ Con Evan Anast
   
Name:
Con Evan Anast
   
Title:
Director, Interim President, CEO and CFO.
 
 
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