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AGIN > SEC Filings for AGIN > Form 10-K on 15-Oct-2013All Recent SEC Filings




Annual Report


Forward Looking Statements

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").

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, for graphite and graphene. To date, we have not generated any revenues.

Cash on hand at June 30, 2013 was $116,588 as compared to $30,042 as of June 30, 2012. Our total liabilities at June 30, 2013 were $8,806 as compared to $45,739 as at June 30, 2012. This significant change was as a result of operating funds received from the sale of common stock in the amount of $635,000 for the fiscal year ended June 30, 2013 as compared to $5,190 for the fiscal year ended June 30, 2012. Proceeds from the sale of common stock were used to pay outstanding loans and operating expenses for the Company.

We do not currently have any properties or projects. While we cannot say what actual funds may be required over the next twelve month period to further our business plan, we anticipate that we will require a minimum of $500,000 to fund operations for the next twelve months, which should allow for an exploration program on our mineral claims in the amount of $120,000, $50,000 for the 3D project and $80,000 to be paid to Cheaptubes in regard to the technology development agreement with the balance for working capital and for the Company to seek acquisitions of technologies related to our planned business.

During our fiscal year ended June 30, 2013, the Company was successful in raising the required funding for operations by way of private placements. As of the date of this filing and subsecuent to our fiscal year end, the Company completed a private placement in the amount of $600,000 which the Company believes will be sufficient to meet its ongoing expenditures for the fiscal year ended June 30, 2014.

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 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 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.

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.

We have a net loss of $575,384 for the fiscal year ended June 30, 2013 as compared to a net loss of $46,052 for the fiscal year ended June 30, 2012. From inception we have had a net loss of $641,844. Due to increased operations we had an increase in professional fees from $22,192 (2012) to $38,103
(2013), management fees in the amount of $55,000 (2013) as compared to $5,000 for management fees (2012); exploration expenses of $24,468 (2013) with no comparable expense for June 30, 2012, officer and general expenses of $91,020
(2013) as compared to $9,079 (2012), consulting fees increased to $134,576 as of June 30, 2013 from $9,671 for June 30, 2012 and stock based compensation expense of $231,450 as of June 30, 2013 with no comparable expense for the period ended June 30, 2012.

Other expense related to interest was $767 as of June 30, 2013 as compared to interest expense of $110 for June 30, 2012.

Basic loss per share was $0.01 as at June 30, 2013 compared to $0.00 for June 30, 2012.

Off-balance Sheet Arrangements

We have no 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 are material to stockholders.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

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