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AGIN > SEC Filings for AGIN > Form 8-K/A on 19-Feb-2013All Recent SEC Filings

Show all filings for AMERICAN GRAPHITE TECHNOLOGIES INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for AMERICAN GRAPHITE TECHNOLOGIES INC.


19-Feb-2013

Completion of Acquisition or Disposition of Assets, Change


Item 2.01 Completion of Acquisition or Disposition of Assets

As used in this Current Report on Form 8-K, unless otherwise stated, all references to the "Company", "we," "our" and "us" refer to American Graphite Technologies Inc.

Technology Licensing Agreement

On December 3, 2012 we entered into and executed a non-exclusive technology License agreement for patent and trade secret technology in the field of graphene oxide or "Bucky" paper with Cheap Tubes, Inc. Pursuant to the terms of the agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the manufacturing processes for graphene products, including graphene paper, also known as Bucky Paper. We agreed to fund commercial development activities based on the payment schedules defined below and we received a license for the rights on a nonexclusive basis for marketing products and/or services. Pursuant to the terms of the agreement, we agreed to provide the following payments to Cheap Tubes:

A minimum of $250,000 over 18 months, payable as follows:

$10,000 on the execution of the agreement;

$40,000 per quarter on January 1, 2013, April 1, 2013, July 1, 2013 and October 1, 2013 and on January 1, 2014 and April 1, 2014.

Under the terms of the agreement, Cheap Tubes was to incorporate a new corporation ("Newco") and assign all rights and obligations of the agreement with us as well as the patent agreement. The newly formed corporation would then become the party to this agreement. Until such time as Newco is formed all funds paid were to remain in an attorney escrow. Further, in order to have funds released from escrow the parties must formulate and agree to a milestone schedule to be met by Cheaptubes or Newco as the case may be. Each quarter the milestones from the prior quarter must be met as a pre-condition to the upcoming quarterly funding. The milestone schedule was expected to be finalized during December 2012.

Under the agreement the Company was granted a non-exclusive license to market and distribute Bucky Paper using the patents, trade secrets and knowhow (the "Proprietary Rights") throughout the world. Newco or Cheap Tubes will manufacture the Bucky Paper products and we shall have no rights to sublicense the Proprietary Rights to a third party. As the agreement is non-exclusive, Cheap Tubes will also have the right to market and distribute Bucky Paper products, subject to our ongoing fees, as described below.

As consideration for funding, Cheap Tubes will pay us 40% of the Net Cheap Tubes Sales Revenue for Bucky Paper until the amount we have received equals our capital investment regardless of whether we or Cheap Tubes are the ultimate vendors on the sale. Thereafter, we will receive 30% of our capital investment until such time as we have received an amount equal to 20% of the $250,000 invested, 25% for the next five years and 20% for the remaining five years, at which time all obligations to us from Cheap Tubes or Newco shall cease.

Any new opportunities presented to us or Mike Foley (the shareholder of Cheap Tubes). Cheap Tubes or Newco shall be negotiated and if agreement is reached then shall be formalized in a mutually acceptable definitive agreement; with no obligation upon either party to enter into an agreement should they not be able to negotiate mutually acceptable terms. However, it is the intent of the parties to work toward furthering the business of Cheap Tubes, Newco, our business and any new business that may present itself.

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On December 21, 2012, we received the required schedule under the Agreement.On December 24, 2012, we received notification that of the incorporation of CTI Nanotechnologies LLC ("CTI"), and the assignment of the patents to CTI. As per the terms of the Agreement, all conditions have been satisfied and therefore the funds have been released from escrow. The Company will commence funding as required under the Agreement to further develop the technology.

Mineral Property Acquisition

As reported on the Company's Form 8-K filed on January 28, 2013, the Company has staked certain mineral claims in an area in Quebec, Canada that has existing exploration for graphite being undertaken by other exploration companies on adjacent claims..

A total of 100 mineral claims have been staked and transfer to the Company of titles is currently underway. The mineral claims encompass an area of approximately 5400 hectares (13,343 acres). They are located in the vicinity of an identified high grade graphite deposits, the Lac Gueret project belonging to Mason Graphite Corp., and new discoveries recently announced by Focus Graphite.

Geologically, the property has mineralization similar to other graphite deposits/discoveries in the area.
The mineral claims are in an area where the property has been designated by the Quebec Government for major economic, social and environmental development.

The mineral claims are 100% owned by the Company with no royalty or net smelter return requirements.

The Company intends to undertake exploration programs on the mineral claims during 2013.

The costs for staking were approximately $5,500 and fees of approximately $17,000 for geological services rendered to stake the claims. These costs have been paid by the Company.

Description of Business

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as "expects", "plans", "may", "anticipates", "believes", "should", "intends", "estimates", and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, our ability to raise additional capital to finance our activities; the effectiveness, profitability and marketability of our products; legal and regulatory risks associated with the share exchange; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the Securities and Exchange Commission (the "SEC"), or otherwise.

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Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

Overview

The address of our principal executive office is 3651 Lindell Road, Ste. D#422, Las Vegas, Nevada. Our telephone number is (702) 473-8227. Our website is http://americangraphitetechnologies.com.

Our common stock is quoted on the OTCBB ("Over-the-Counter- Bulletin-Board") under the symbol "AGIN".

American Graphite Technologies Inc. (formerly "Green & Quality Home Life, Inc.") was incorporated in the State of Nevada on June 1, 2010.

On May 23, 2012, we underwent a change of control and on June 11, 2012, the Company's newly appointed sole director and majority shareholder approved a name change to American Graphite Technologies Inc. and a one hundred and twenty-five
(25) new for one (1) old forward stock split of the Company's issued and outstanding shares of common stock. Concurrent with the forward split we amended our authorized capital from 75,000,000 to 200,000,000.

Effective July 12, 2012, we filed the Certificate of Amendment with the State of Nevada and effective July 18, 2012 in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), we changed our name from Green & Quality Home Life, Inc. to American Graphite Technologies Inc. and increased our authorized capital from 75,000,000 to 200,000,000 shares of common stock, par value of $0.001. In addition, our issued and outstanding shares of common stock increased from 619,500 to 77,437,500 shares of common stock, par . . .



Item 5.06 Change in Shell Company Status

As a result of the consummation of the transactions described in Item 1.01 and 2.01 of this Current Report on Form 8-K, we believe that we are no longer a "shell company", as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.



Item 9.01 Financial Statements and Exhibits

In accordance with Item 9.01(a), our audited financial statements for the years ended June 30, 2012 and June 30, 2011, as well as unaudited financial statements for the period ended September 30, 2012 are filed in this Current Report on Form 8-K under the heading "Financial Statements and Supplementary Data".

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K/A:

Exhibit No. Description

3.1(a) Articles of Incorporation of American Graphite Technologies Inc. (formerly Green & Quality Home Life, Inc.) (1)
3.1(b) Certificate of Amendment filed with the Nevada Secretary of State on July 12, 2012 (2)
3.2 Bylaws of American Graphite Technologies Inc.
(formerly Green & Quality Home Life, Inc.) (1)
10.1 Release entered into by Fabio Alexandre Narita (3)
10.2 Share Purchase Agreement between Rick Walchuk and Fabio Alexandre Narita (3)
10.3 Subscription Agreement dated August 29, 2012.(4)
10.4 Form of Subscription Agreement (4)
10.5 Patent and Technology License Agreement between the Company and Cheap Tubes, Inc. dated December 3, 2012

(5)
10.6 Schedule 2 to the Patent and Technology License Agreement between the Company and Cheap Tubes, Inc.(6)
10.7 Consulting agreement between the Company and Robert Mintak dated July 30, 2012(6)
10.8 Consulting agreement between the Company and Jason Dussault dated July 30, 2012(6)
10.9 Financing Agreement dated August 29, 2012(6)
10.10 Consulting Agreement between the Company and Rick Walchuk(6)
10.11 Consulting Agreement between the Company and Michael Foley*

(1) Incorporated by reference to our Form S-1 registration statement filed with the Securities and Exchange Commission on August 4, 2010.
(2) Incorporated by reference to our Current Report on Form 8-K filed on July 13, 2012.
(3) Incorporated by reference to our Form 8-K filed with the SEC on May 29, 2012.
(4) Incorporated by reference to our Form 8-K filed with the SEC on September 11, 2012.
(5) Incorporated by reference to our Form 8-K filed with the SEC on December 18, 2012.
(6) Incorporated by reference to our Form 8-K/A filed with the SEC on February 13, 2013.
* Filed herewith.

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