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AGIN > SEC Filings for AGIN > Form 10-Q on 14-Feb-2013All Recent SEC Filings

Show all filings for AMERICAN GRAPHITE TECHNOLOGIES INC.

Form 10-Q for AMERICAN GRAPHITE TECHNOLOGIES INC.


14-Feb-2013

Quarterly Report


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

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares of our capital stock.

The management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended June 30, 2012, along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means American Graphite Technologies Inc.

Liquidity & Capital Resources

We are an exploration stage company intending to be engaged in the exploration of mineral properties and the development of related technologies. To date, we have not generated any revenues.

Cash on hand at December 31, 2012 was $315,338 as compared to $30,042 as of June 30, 2012. We had a total of $122,038 in prepaid expenses as at December 31, 2012 compared to $2,413 as at June 30, 2012. Prepaid expenses relate to the $10,000 paid against the licensing agreement with Cheap Tubes (Refer to Note 3 of the Financial Statements contained herein), $2,838 in legal fees and $109,200 paid in non-cash stock based compensation by the issuance of warrants under certain consulting contracts.

Our total liabilities at December 31, 2012 were $17,601 as compared to $45,739 as at June 30, 2012. The reduction was mainly due to the repayment of a note payable during the period. Our total assets were $437,376 as at December 31, 2012 as compared to $32,455 as at June 30, 2012. This significant change in assets was as a result of an equity funding in the amount of $500,000 under a financing agreement whereby the Company made raise up to $2,500,000 and pre-paid expenses in the amount of $122,038 as detailed above.

We currently have a licensing agreement whereby we are required to fund a total of $250,000 for technology development, of which as of the date of this filing we have funded a total of $50,000 and we have received certain non-exclusive marketing rights and will receive royalties based on the marketing of the technology both by ourselves and our licensor. Further, we have recently staked 100 mining claims where we intend to explore for graphite during the calendar year 2013.

We anticipate that we will require a minimum of $900,000 to fund operations for the next twelve months, which should allow for the exploration and further acquisition of mineral properties and for the Company to seek acquisitions of technologies and
fund development of those technologies related to our planned business, including the remaining $200,000 required for technology development under our current licensing agreement.


The Company has been successful in raising $500,000 for operations which funds were raised by way of the issuance of 781,250 shares of our common stock at a price of $0.64 per share, pursuant to the closing of a private placement. The private placement is an advance pursuant to a financing agreement that we entered into on August 29, 2012 whereby the investor will make available up to $2,500,000 by way of advances until August 29, 2013 in accordance with the terms of the agreement. Therefore we have $2,000,000 available for operations should they be required.

While we believe we have sufficient funding to meet our next twelve month obligations, our ability to meet our financial liabilities and commitments is primarily dependent upon the drawdowns pursuant to the above mentioned financing agreement, continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that funds will be available when draw down requests are made or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

We estimate that our expenses over the next 12 months will be approximately $900,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

                                     Estimated    Estimated
            Description              Completion    Expenses
                                        Date          ($)
Legal and accounting fees            12 months         50,000
Technology Expenditures              12 months        200,000
Management and operating costs       12 months        100,000
Salaries and consulting fees         12 months         60,000
Fixed asset purchases                12 months         10,000
General and administrative expenses  12 months         50,000
Allowance for Acquisitions and       12 months        430,000
exploration expenses
Total                                                 900,000

We intend to meet our cash requirements for the next 12 months by way of private placement draw downs under our financing agreement. There is no assurance that the funds under that agreement will be available when required or that we will be successful in completing any other private placement or debt financings if required to do so. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. While we currently have sufficient funds to fund our operations, including our initial technology funding, we may not raise sufficient funds to fully carry out our business plan.

Results of Operations

We have recently changed our business plan with the change in control of the Company. We do not have any revenues and have not had any revenue since inception on June 1, 2010.

Three Month Period Ended December 31, 2012 Compared to Three Month Period Ended December 31, 2011

We have a net loss of ($115,683) for the three months ended December 31, 2012 as compared to a net loss of ($4,640) for three months ended December 31, 2011. The majority of the loss for the three months ended December 31, 2012 comes from the recognition of a stock-based expense of $46,800 during the period as compare to no stock based expense for the comparable period ended December 31, 2011. As well, office and general increased from $1,140 (2011) to $17,913 (2012), management fees increased from $nil (2011) to $12,500 (2012) and professional fees increased from $3,500 (2011) to $38,470 (2012) as the Company increased activities relating to the change in business and effecting its business plan.

Basic and diluted losses per share for the respective three month periods ended December 31, 2012 and December 31, 2011was ($0.00).


Six Month Period ended December 31, 2012 Compared to Six Month Period Ended December 31, 2011

We have a net loss of ($254,141) for the six months ended December 31, 2012 as compared to a net loss of ($9,930) for six months ended December 31, 2011. The majority of the loss for the six months ended December 31, 2012 comes from the recognition of a stock-based expense of $78,000 during the period as compare to no stock based expense for the comparable period ended December 31, 2011. As well, office and general increased from $2,180 (2011) to $35,833 (2012), management fees increased from $nil (2011) to $20,000 (2012) and professional fees increased from $7,750 (2011) to $119,542 (2012) as the Company increased activities relating to the change in business and effecting its business plan.

From inception we have had a net loss of ($319,725).

Basic and diluted losses per share for the respective six month periods ended December 31, 2012 and December 31, 2011was ($0.00).

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