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, 2013 | |
[ ] 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) |
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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).
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
78,218,750 common shares outstanding as of April 25, 2013 |
(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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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of American Graphite Technologies Inc., amends our interim report on Form 10-Q for the nine month period ended March 31, 2013 as filed with the Securities and Exchange Commission on May 15, 2013 (the "10-Q").
We had inadvertently neglected to tick the box denoting that the Company is no longer in shell status. The Company has not been in shell status since December 3, 2012, and has filed the required Form 8-K on December 27, 2012.
Other than as set out above, no other changes have been made to the 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date(s), and does not modify or update in any way disclosures made in the original Form 10-Q.
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Number | Description | |
3.1(a) | Articles of Incorporation. | Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on August 4, 2010. |
3.1(b) | Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on July 12, 2012. | Incorporated by reference to our Current Report on Form 8-K filed on July 13, 2012. |
3.2 | Bylaws. | Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission 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 | 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. |
10.6 | 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, 2012. |
10.7 | Consulting agreement dated July 30, 2012 | Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012. |
10.8 | Consulting agreement dated July 30, 2012 | Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012. |
10.9 | Financing Agreement dated August 29, 2012 | Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012. |
10.10 | Consulting Agreement between the Company and Rick Walchuk | Incorporated by reference to our Form 8-K/A filed with the SEC on February 5, 2012. |
10.11 | 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. |
31.1 | Section 302 Certification- Principal Executive Officer | Filed herewith |
31.2 | Section 302 Certification- Principal Financial Officer | Filed herewith |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
101.INS | XBRL Instance Document | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
101.SCH | XBRL Taxonomy Extension Schema | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
101.LAB | XBRL Taxonomy Extension Label Linkbase | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Incorporated by reference to our Form 10-Q filed with the SEC on May 15, 2013* |
*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.
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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.
AMERICAN GRAPHITE TECHNOLOGIES INC. | |||
Date: | May 23, 2013 | By: | /s/ Rick Walchuk |
Name: | Rick Walchuk | ||
Title: | Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director |
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