UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013
Commission file number 000-54665
WESTERN GRAPHITE INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Hudson Bay Centre
2 Bloor Street East, Suite 3500
Toronto, Ontario M4W 1A8
(Address of principal executive offices, including zip code)
416 915 1661
(Telephone number, including area code)
Seyit Kucuk
Hudson Bay Centre, 2 Bloor Street East, Suite 3500
Toronto, Ontario M4W 1A8
(Name and Address of Agent for Service)
4100 W. Flamingo Road, Suite 2750, Las Vegas, NV 89103
(Former Address of principal executive offices, including zip code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 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 (ss.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,"
"non-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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 71,000,000 shares as of May 14, 2013
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended March 31, 2013
immediately follow.
2
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
(Unaudited) (Audited)
As of As of
March 31, December 31,
2013 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 4,956 $ 73
Deposits 502 3,937
---------- ----------
TOTAL CURRENT ASSETS 5,459 4,010
FIXED ASSETS
Mining Properties 1,513,000 --
---------- ----------
TOTAL FIXED ASSETS 1,513,000 --
---------- ----------
TOTAL ASSETS $1,518,459 $ 4,010
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 7,619 $ 60
Loan Payable - Related Party 37,325 31,325
Property Payments Due 1,500,000 --
---------- ----------
TOTAL CURRENT LIABILITIES 1,544,944 31,385
---------- ----------
TOTAL LIABILITIES 1,544,944 31,385
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 750,000,000 shares authorized;
71,000,000 shares and 58,000,000 shares issued and
outstanding as of March 31, 2013 and December 31, 2012 respectively) 71,000 58,000
Additional paid-in capital 16,000 16,000
Deficit accumulated during exploration stage (113,485) (101,375)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (26,485) (27,375)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $1,518,459 $ 4,010
========== ==========
See Accompanying Notes and Accountant's Report
3
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
December 15, 2006
Three Months Three Months (inception)
Ended Ended through
March 31, March 31, March 31,
2013 2012 2013
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
OPERATING COSTS
Mineral Property Expenditures -- -- 16,328
Administrative Expenses 4,369 16,479 42,888
Professional Fees 7,741 3,100 54,269
------------ ------------ ------------
TOTAL OPERATING COSTS 12,110 19,579 113,485
------------ ------------ ------------
NET INCOME (LOSS) $ (12,110) $ (19,579) $ (113,485)
============ ============ ============
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 62,211,111 58,000,000
============ ============
See Accompanying Notes and Accountant's Report
4
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
December 15, 2006
Three Months Three Months (inception)
Ended Ended through
March 31, March 31, March 31,
2013 2012 2013
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (12,110) $ (19,579) $ (113,485)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in Deposit 3,434 -- (502)
Increase (Decrease) in Accounts Payable 7,559 4,135 7,619
Increase (Decrease) in Property Payments Due 1,500,000 -- 1,500,000
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,498,883 (15,444) 1,393,631
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Mining Properties (1,513,000) -- (1,513,000)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,513,000) -- (1,513,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 6,000 20,000 37,325
Issuance of common stock 13,000 -- 87,000
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 19,000 20,000 124,325
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH 4,883 4,556 4,956
CASH AT BEGINNING OF PERIOD 73 17 --
------------ ------------ ------------
CASH AT END OF PERIOD $ 4,956 $ 4,573 $ 4,956
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
============ ============ ============
Income Taxes $ -- $ -- $ --
============ ============ ============
See Accompanying Notes and Accountant's Report
5
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2013
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Western Graphite Inc.
(f/k/a Lucky Strike Explorations Inc.), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained in
Lucky Strike's Form 10-K filed with SEC. 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 interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2012 as reported in the Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of March 31, 2013, Western Graphite has not generated revenues and has
accumulated losses since inception. The continuation of Western Graphite as a
going concern is dependent upon the continued financial support from its
shareholders, its ability to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding Western Graphite's ability to continue as a going
concern.
NOTE 3. NOTE PAYABLE - RELATED PARTY
As of March 31, 2013, $37,325 is owed to an ex-officer and director of the
Company and is non-interest bearing with no specific repayment terms.
NOTE 4. ACQUISITION OF MINES
On February 27, 2013, the Company acquired all the rights, title and interest in
certain lands covering approximately 495 hectares and known as the Amorf
Graphite property and located in the district of Bozyazi, in the village of
Cabukkoyaoi, Mersin Province Turskey. The Company acquired the property pursuant
to an agreement with Dr. Ahmet Unsal in exchange for 3,000,000 (three million)
shares of the Company's restricted common stock along with 2 future payments
totalling $1,500,000.
On March 4, 2013, the Company entered into an agreement of purchase and sale
with Seyit Kucuk for the acquisition of five (5) claims located in the Omineca
Mining Division of the Province of British Columbia. The claims, which cover
approximately 2,524 hectares, are known as the "Pure Flake Graphite" property
and are subject to a 2% net milling royalty. In consideration for the
acquisition of these claims, the company issued 10,000,000 (ten million) shares
of the Company's restricted common stock.
6
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2013
--------------------------------------------------------------------------------
NOTE 4. ACQUISTION OF MINES (CONT)
The Company has determined that the fair market value of the shares issued by
the Company for the property acquisitions cannot be reliably determined and
therefore it has deemed it appropriate to value the shares issued based on the
fair market value of the securities underlying the transaction. The Company has
further determined that the period end price of its common stock as quoted at
www.otcbb.com can not be used to determine fair market value as the stock had
never traded. Furthermore, as the Company has not issued any shares for cash in
the past 2 years is has determined that a reasonable value at this time for the
shares being issued is $.001, the par value of the common stock.
NOTE 5. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On December 15, 2006, the Company issued a total of 2,000,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$10,000.
On February 23, 2007, the Company issued a total of 800,000 shares of common
stock to Michael Noble for cash in the amount of $0.005 per share for a total of
$4,000.
On April 5, 2007, the Company issued a total of 3,000,000 shares of common stock
from its registered SB-2 offering to 27 shareholders at $.02 per share to raise
an aggregate amount of $60,000.
On February 27, 2013 the Company effected a 10 for 1 forward split of its issued
and outstanding share capital such that every one share of common stock issued
and outstanding prior to the split was exchanged for ten post-split shares of
common stock. The number of shares referred to in the previous paragraphs is
post-split number of shares. The Company's post-split authorized capital has
increased to 750,000,000 shares of common stock with a par value of $0.001 per
share. All share amounts have been retroactively adjusted for all periods
presented.
On February 27, 2013 the Company issued a total of 3,000,000 shares of common
stock to one individual as part of the payment for the acquisition of the Amorf
Graphite property valued at $.001 per share for a total of $3,000.
On March 4, 2013 the Company issued a total of 10,000,000 shares of common stock
to one individual as payment for the acquisition of the Pure Flake Graphite
property valued at $.001 per share for a total of $10,000.
7
WESTERN GRAPHITE INC.
(f/k/a LUCKY STRIKE EXPLORATIONS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2013
--------------------------------------------------------------------------------
NOTE 5. STOCK TRANSACTIONS (CONT)
As of March 31, 2012 the Company had 71,000,000 shares of common stock issued
and outstanding.
NOTE 6. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2013:
Common stock, $ 0.001 par value: 750,000,000 shares authorized; 71,000,000
shares issued and outstanding.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this report are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
Our net loss from inception (December 15, 2006) through March 31, 2013 was
$113,485.
We incurred operating expenses of $12,110 for the three months ended March 31,
2013. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
the preparation and filing of our required reports with the U.S. Securities and
Exchange Commission. Operating expenses for the same period ending March 31,
2012 were $19,579.
We have sold $74,000 in equity securities since inception, $14,000 from the sale
of 2,800,000 shares of stock to our officer and director and $60,000 from the
sale of 3,000,000 shares registered pursuant to our SB-2 Registration Statement
which became effective on March 12, 2007.
On February 27, 2013 the Company effected a 10 for 1 forward split of its issued
and outstanding share capital such that every one share of common stock issued
and outstanding prior to the split was exchanged for ten post-split shares of
common stock. The number of shares referred to in the previous paragraphs is
post-split number of shares. The Company's post-split authorized capital has
increased to 750,000,000 shares of common stock with a par value of $0.001 per
share. All share amounts have been retroactively adjusted for all periods
presented.
On February 27, 2013 the Company issued a total of 3,000,000 shares of common
stock to one individual as part of the payment for the acquisition of the Amorf
Graphite property valued at $.001 per share for a total of $3,000.
On March 4, 2013 the Company issued a total of 10,000,000 shares of common stock
to one individual as payment for the acquisition of the Pure Flake Graphite
property valued at $.001 per share for a total of $10,000.
The following table provides selected financial data about our company for the
quarter ended March 31, 2013.
Balance Sheet Data: 3/31/12
------------------- -------
Cash $ 4,956
Total assets $ 1,518,459
Total liabilities $ 1,544,944
Shareholders' equity $ (26,485)
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at March 31, 2013 was $4,956 with $1,544,944 in outstanding
liabilities. Management does not believe our current cash is sufficient to fund
our operations over the next twelve months. If we experience a shortfall of cash
our director has agreed to advance the company funds for operations.
PLAN OF OPERATION
Our plan of operation over the next 12 months is to begin operations on the
Amorf Graphite property and the Pure Flake property.
9
Western Graphite has hired Paul Gray, principal of PDGGC to manage and conduct a
Phase 1 project reconnaissance; rock sampling and compilation work on our Pure
Flake Mineral Claim Group in the Slocan Mining District in British Columbia, to
begin the spring of 2013.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
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 Securities and Exchange Act of 1934, as of the end of the period
covered by this report. 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 effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended March 31, 2013 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 5. OTHER INFORMATION
None.
10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T**
----------
* Document is incorporated by reference and can be found in its entirety in
our Registration Statement on Form SB-2, SEC File Number 333-140839, at the
Securities and Exchange Commission website at www.sec.gov.
** To be filed by Amendment
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-Q and authorized this report to be signed on
its behalf by the undersigned, in the city of Las Vegas, state of Nevada on May
14, 2013.
Western Graphite Inc.
/s/ Seyit Kucuk
--------------------------------------
By: Seyit Kucuk
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Seyit Kucuk May 14, 2013
--------------------------------------------- ------------
Seyit Kucuk, President & Director Date
(Principal Executive Officer)
/s/ Lauren Notar May 14, 2013
--------------------------------------------- ------------
Lauren Notar, Secretary, Treasurer & Director Date
(Principal Financial Officer & Principal
Accounting Officer)
11