UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~þ ~~One~~ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended		February 29, 2012
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from		[ ] to [ ]
Commission file number		000-52044

For the fiscal year ended February 28, 2013

~~USA~~oTRANSITION ~~GRAPHITE~~REPORT ~~INC.~~PURSUANT ~~(Exact~~TO ~~name~~SECTION of13 ~~registrant~~OR as15(d) ~~specified~~OF inTHE ~~its~~SECURITIES ~~charter)~~EXCHANGE ACT OF 1934

Nevada		26-2940624
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

For the transition period from ___________ to ___________.

848 N. Rainbow Blvd., #3550, Las Vegas, Nevada		89107
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(603) 525-3380

Commission file number 000-52044

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered Not Applicable Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
	Yes ☐ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
	Yes ☐ No x

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 last 90 days.
				Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
				☐
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 definition 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
				Yes ☐ No x

The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 31, 2011 was $27,720,000 based on a $1.05 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 169,400,000 common shares as of June 13, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

None.

USA GRAPHITE INC.

(Exact name of registrant as specified in its charter)


NEVADA		26-2940624
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

848 N. Rainbow Blvd., #3550, Las Vegas, Nevada 89107

(Address of principal executive offices)

(619) 798-8083

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 definition of “large accelerated filer and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yeso No þ

Aggregate market value Common Stock held by non-affiliates of the Registrant on August 31, 2012 was $66,160,640 based on a $0.6656 closing price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of July 30, 2013 the registrant’s outstanding stock consisted of 129,400,000 common shares.

USA GRAPHITE INC.

TABLE OF CONTENTS

Item 1. Business	4
Item 1A. Risk Factors	6
Item 1B. Unresolved Staff Comments	6
Item 2. Properties	6
Item 3. Legal Proceedings	6
Item 4. Mine Safety Disclosures	6
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	9
Item 8. Financial Statements and Supplementary Data	10
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A. Controls and Procedures	12
Item 10. Directors, Executive Officers and Corporate Governance	13
Item 11. Executive Compensation	14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13. Certain Relationships and Related Transactions, and Director Independence	16
Item 14. Principal Accountant Fees and Services	16
Item 15. Exhibits, Financial Statement Schedules	17

Item 1. Business. 4

3Item 1A.Risk Factors. 8

Item 1B. Unresolved Staff Comments. 8

Item 2. Properties. 9

Item 3. Legal Proceedings. 9

Item 4. Mine Safety Disclosures. 9

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 9

Item 6. Selected Financial Data. 10

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 11

Item 7A.Quantitative and Qualitative Disclosures About Market Risk. 14

Item 8. Financial Statements and Supplementary Data. 14

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 25

Item 9A.Controls and Procedures. 25

Item 10. Directors, Executive Officers and Corporate Governance. 26

Item 11. Executive Compensation. 28

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30

Item 13. Certain Relationships and Related Transactions, and Director Independence. 31

Item 14. Principal Accountant Fees and Services. 32

Item 15. Exhibits, Financial Statement Schedules. 33

PART I

Item 1.

Business

Corporate Overview

Our company was incorporated in the State of Nevada on December 13, 2005 under the name PTM Publications Incorporated. We were formed to engage in the magazine publishing business in Malaysia. In January of 2010, our management ~~has~~ decided to abandon the company’s business in search of other opportunities.On June 17, 2010, our company filed Articles of Merger with the Nevada Secretary of State to change the name of our company to “Magnum Oil Inc.” to be effected by way of a merger with its wholly-owned subsidiary Magnum Oil Inc, which was created solely for the name change.On April 11, 2012, our company filed Articles of Merger with the Nevada Secretary of State to change the name of our company to “USA Graphite Inc.”, to be effected by way of a merger with its wholly-owned subsidiary USA Graphite Inc., which was created solely for the name change. We changed our name to reflect our anticipated change in business focus. We are now involved in mineral exploration.Also on April 11, 2012, our company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our company’s authorized and issued and outstanding shares of common stock on a 3.5 new for 1 old basis and, consequently, our company’s authorized capital increased from 50,000,000 to 175,000,000 shares of common stock and our issued and outstanding shares of common stock increased from 48,400,000 to 169,400,000 shares of common stock, all with a par value of $0.001. On August 28, 2012 the company amended the authorized common shares from 175,000,000 to 800,000,000 common shares of $0.001 per share. On the same day the company authorized 10,000,000 preferred shares, par value $0.001 per share.These amendments became effective on April 17, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”).The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on April 17, 2012 under the symbol “MGNI”. Effective May 29, 2012, the company’s ticker symbol changed from “MGNI” to “USGT” to better reflect out name change to USA Graphite, Inc. that was completed in April of 2012.On August 28, 2012, our company filed a Certificate of Amendment with the Nevada Secretary of State amending the authorized common shares to increase from 175,000,000 shares to 800,000,000, par value $0.001 per share. Additionally, the preferred shares increased from 0 to 10,000,000, par value $0.001 per share.

OnOur June 17, 2010, our company filed Articles of Merger with the Nevada Secretary of State to change the name of our company to “Magnum Oil Inc.” to be effected by way of a merger with its wholly-owned subsidiary Magnum Oil Inc, which was created solely for the name change.Business

On ~~April~~November 1119, 2012, ~~our~~we ~~company~~entered ~~filed~~into ~~Articles~~a ofProperty ~~Merger~~Option ~~with~~Agreement (the "Option Agreement") with Nevada ~~Secretary~~Minerals ofHoldings, ~~State~~Inc. to(“NV ~~change~~Minerals”). Pursuant to the ~~name~~terms and conditions of ~~our~~the ~~company~~Option toAgreement, ~~“USA~~NV ~~Graphite~~Minerals ~~Inc.~~shall grant us with the right and option (the “Option”,) to beacquire ~~effected~~one byhundred ~~way~~percent (100%) of athe ~~merger~~mining ~~with~~interests ~~its~~in ~~wholly-owned~~that ~~subsidiary~~certain ~~USA~~Property known as the Blue Wing Mountains Graphite ~~Inc.,~~Project (the “Property”) which ~~was~~is ~~created~~comprised ~~solely~~of ~~for~~a total of one-thousand nine-hundred and eighty-five acres (1985 acres) and is located in Pershing County of the ~~name~~State ~~change~~of Nevada. We ~~changed~~In ~~our~~order ~~name~~to exercise the Option, we shall be required to: ~~reflect~~(i) pay an initial cash payment of fifty thousand dollars ($50,000) to NV Minerals; (ii) issue an aggregate of five million (5,000,000) restricted shares of our ~~anticipated~~common ~~change~~stock into ~~business~~NV ~~focus. Our~~Minerals; ~~management~~(iii) ~~has~~pay ~~not~~an ~~yet~~additional ~~identified~~aggregate payment of four hundred fifty thousand dollars ($450,000) over a ~~new~~three ~~business~~(3) ~~opportunity~~year period; and ~~until~~(iv) ~~they~~pay doa production royalty (the “Royalty”) to NV Minerals equal to two percent (2%) of the net smelter returns, weper ~~will~~the ~~continue~~terms ~~with~~and ~~our~~conditions ~~previous~~of ~~business~~the ~~plan~~Option Agreement.

~~Also~~We onwill ~~April~~also ~~11,~~provide ~~2012,~~funds ~~our~~for ~~company~~the ~~filed~~conduct of a ~~Certificate~~program of ~~Change~~work ~~with~~to ~~the~~be ~~Nevada~~undertaken ~~Secretary~~by ofNV ~~State~~Minerals tofor ~~give~~the ~~effect~~benefit toof athe ~~forward~~Property ~~split~~ of ~~our~~not ~~company’s~~less ~~authorized~~than ~~and~~$1,000,000 ~~issued~~over ~~and~~four ~~outstanding~~years. ~~shares~~The ofOption ~~common~~Agreement ~~stock~~also onprovides that we shall have a ~~3.5~~one-time ~~new~~right ~~for~~to 1purchase ~~old~~fifty ~~basis~~percent ~~and,~~(50%) ~~consequently,~~of ~~our~~the ~~company’s~~Royalty ~~authorized~~in ~~capital~~the ~~increased~~Property ~~from~~for ~~50,000,000~~five tohundred ~~175~~thousand dollars ($500,000~~,000~~). ~~shares~~Pursuant ofto ~~common~~the ~~stock~~Option ~~and~~Agreement, ~~our~~NV ~~issued~~Minerals ~~and~~has ~~outstanding~~agreed ~~shares~~to ofenter ~~common~~into ~~stock~~an ~~increased~~eighteen ~~from~~month ~~48,400,000~~voluntary tolock ~~169,400,000~~up ~~shares~~agreement for all of ~~common~~the ~~stock,~~shares ~~all~~it ~~with~~will areceive ~~par~~upon ~~value~~execution of $0the Option Agreement.~~001.~~

~~These amendments became effective on April 17, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”).~~3

The ~~forward~~above ~~split~~description of the Option Agreement is intended as a summary only and ~~name~~which ~~change~~is ~~became~~qualified ~~effective~~in ~~with~~its entirety by the ~~Over-~~terms and conditions set forth therein, and may not contain all information that is of interest to the~~-Counter~~ ~~Bulletin~~reader. ~~Board~~For atfurther information regarding the ~~opening~~terms and conditions of ~~trading~~the Option Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 to our Form 8-K/A which was filed with Commission on ~~April~~December 177, 2012 ~~under~~and is incorporated herein by this reference.On December 7, 2012, we entered into an Option Agreement (the ~~symbol~~"Agreement") with NV Minerals. Pursuant to the terms and conditions of the Agreement, NV Minerals shall grant us with the right and option (the “~~MGNI~~Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Gordon Creek Graphite Property (the “Property”) which is comprised of a total of two hundred and six acres (206 acres) and is located in Elko County of the State of Nevada. A ~~new~~In ~~symbol~~exchange, ~~will~~we beare ~~issued~~required byto: ~~FINRA~~(i) ~~after~~pay 30an ~~business~~aggregate ~~days~~payment of two hundred thousand dollars ($200,000) over a four (4) year period to ~~reflect~~NV Minerals; (ii) issue an aggregate of two million (2,000,000) restricted shares of our ~~company’s~~common ~~new~~stock ~~name~~to NV Minerals; and (iii) pay a production royalty (the “Royalty”) to NV Minerals equal to two percent (2%) of the net smelter returns, per the terms and conditions of the Agreement. We will ~~announce~~also provide funds for the ~~new~~conduct ~~symbol~~of ~~provided~~a byprogram ~~FINRA~~of work to be undertaken by ~~filing~~NV aMinerals ~~Current~~for ~~Report~~the onbenefit ~~Form~~of 8the Property of not less than $500,000 over four years. The Option Agreement also provides that we shall have a one-Ktime right to purchase fifty percent (50%) of the Royalty in the Property for five hundred thousand dollars ($500,000). ~~Our~~ ~~new~~Pursuant ~~CUSIP~~to ~~number~~the isOption ~~90290L103~~Agreement, NV Minerals has agreed to enter into an eighteen month voluntary lock up agreement for all of the shares it will receive upon execution of the Option Agreement.

~~Our~~We ~~Current~~will ~~Business~~also provide funds for the conduct of a program of work to be undertaken by NV Minerals for the benefit of the Property of not less than $500,000 over four years. The Option Agreement also provides that we shall have a one-time right to purchase fifty percent (50%) of the Royalty in the Property for five hundred thousand dollars ($500,000). Pursuant to the Option Agreement, NV Minerals has agreed to enter into an eighteen month voluntary lock up agreement for all of the shares it will receive upon execution of the Option Agreement.The above description of the Agreement is intended as a summary only and which is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Option Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 to our Form 8-K which was filed with the Commission on December 7, 2012 and is incorporated herein by this referenceOn January 14, 2013, we entered into a Letter of Intent (the "LOI") with NV Minerals. Pursuant to the terms and conditions of the LOI, NV Minerals shall grant us with the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Ruby Mountains Graphite Property (the “Property”) which is comprised of a total of approximately Seven Hundred and Eighty Five acres (785 acres) and is located in Elko County of the State of Nevada. In exchange, we are required to: (i) pay an initial cash payment of twenty five thousand dollars ($25,000) to NV Minerals; (ii) issue an aggregate of four million six hundred and fifteen thousand (4,615,000) restricted shares of our common stock to NV Minerals; (iii) pay an additional aggregate payment of one hundred seventy five thousand dollars ($175,000) over a three (3) year period; and (iv) pay a production royalty (the “Royalty”) to NV Minerals equal to two percent (2%) of the net smelter returns, per the terms and conditions of the LOI. The above description of the LOI is intended as a summary only and which is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the LOI, this reference is made to such agreement, which is filed as Exhibit 10.1 to our Form 8-K filed with the Commission on January 15, 2013 and is incorporated herein by this reference.

Our management has decided to focus our business on acquiring or merging with one or more operating businesses. Our efforts to identify a target business are not limited to any particular industry. As of February 29, 2012, we have not yet identified a potential merger or acquisition target. There can be no assurance that our management will be successful in negotiating the merger or acquisition of this target business and as such we continue to search for opportunities for other mergers or acquisitions.Competition

We ~~intend~~are toa ~~focus~~new ~~our~~and ~~search~~un-established onmineral ~~businesses~~resource inexploration ~~North~~company. ~~America,~~We ~~but~~compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we ~~will~~compete ~~also~~have ~~explore~~greater ~~opportunities~~financial inand ~~international~~technical ~~markets~~resources ~~that~~than ~~are~~those ~~attractive~~available to us. We ~~will~~Accordingly, ~~focus~~these ~~our~~competitors ~~efforts~~may onbe ~~seeking~~able ato ~~business~~spend ~~combination~~greater ~~with~~amounts aon ~~privately~~acquisitions ~~held~~of ~~business~~mineral inproperties ~~the~~of ~~oil~~merit, on exploration ~~sector. We~~of ~~believe~~their ~~that~~mineral ~~owners~~properties and on development of ~~privately~~their ~~held~~mineral ~~small~~properties. orIn ~~middle-market~~addition, ~~companies~~they may ~~seek~~be able to ~~realize~~afford more geological expertise in the ~~value~~targeting and exploration of ~~their~~mineral ~~investments~~properties. ~~through~~This acompetition ~~sale~~could orresult ~~recapitalization~~in orcompetitors ~~through~~having amineral ~~merger~~properties ~~with~~of agreater ~~public~~quality ~~company~~and interest to ~~access~~prospective ~~capital~~investors who may finance additional exploration and development. This competition could adversely impact our ability to ~~fund~~achieve ~~their~~the ~~growth~~financing necessary for us to conduct further exploration of our mineral properties.

There is no assurance that we will successfully identify a potential target business, enter into any definitive agreements with any target business, or finally consummate a business combination with any potential target business.4

~~Acquisition~~We ~~Strategy~~also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.We also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

WeCompliance have identified the following guidelines that we believe are important in evaluating a prospective target business. We will use these guidelines in evaluating business combination opportunities; however, we may decide to enter into a business combination with aGovernment target business that does not meet all of these guidelines. We may not be able to complete a business combination with any target business that meets all or part of these guidelines due to our limited human, capital and other resources. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.Regulations

~~Established~~We ~~Company~~are ~~With~~required ~~Positive~~to ~~Cash~~comply ~~Flow~~with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in any area where we will carry out future exploration programs.

~~We intend to acquire an established company with a history of positive cash earnings before interest~~Patents, ~~taxes~~Trademarks, ~~depreciation and amortization. We do not intend to acquire a start-up company~~Franchises, aRoyalty ~~company~~Agreements ~~with speculative business plans~~ or aLabor ~~company that we believe has significant risk attached to it.~~Contracts

~~Strong~~We ~~Competitive~~have ~~Position~~no incurrent ~~Industry~~plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

We intend to analyze the strengths and weaknesses of a target business relative to its competitors. The factors we will consider include product quality, customer loyalty, cost impediments associated with customers switching to competitors, patent protection, brand positioning and capitalization. We will seek to acquire a business that has developed a strong position within its market, is well positioned to capitalize on growth opportunities and operates in an industry with significant barriers to entry. We will seek to acquire a business that demonstrates advantages when compared to its competitors, which may help to protect its market position and profitability.

Experienced Management Team

We will seek to acquire a business that has an experienced management team with a proven track record for delivering growth and profits. We believe that the operating expertise of our management team will complement, not replace, the target business’ management team.

Diversified Customer and Supplier Base

We will seek to acquire a business that has a diversified customer and supplier base. We believe that a company with a diversified customer and supplier base is generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact its customers, suppliers and competitors.

4 Competition

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities with business objectives similar to ours. There are many blank check companies seeking to carry out a business plan similar to ours that have completed initial public offerings in the United States. Furthermore, there are a number of additional blank check companies in the registration process that have not yet completed initial public offerings, and there are likely to be more blank check companies that have completed initial public offerings before we are able to successfully consummate a business combination.

We may also be subject to competition from entities other than blank check companies, which may be special acquisition companies or capital pool companies, that have a business objective similar to ours, including venture capital firms, leverage buyout firms and operating businesses looking to expand their operations through the acquisition of a target business. Many of these entities are well-established and have extensive experience identifying and effecting business combinations either directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources may be relatively limited in comparison to many of these competitors.

While we believe that numerous potential target businesses may be available for acquisition, our ability to acquire a certain attractive target business will be limited by our available financial resources. This inherent competitive limitation may give others an advantage in pursuing the acquisition of a target business. The fact that stockholder approval may delay the completion of a business combination is an additional limitation that may be viewed unfavorably by certain target businesses.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and our access to the United States public equity markets may give us a competitive advantage in acquiring a target business with significant growth potential on favorable terms over privately-held entities with business objectives similar to ours.

If we succeed in effecting a business combination, there will likely be further intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Effecting a Business Combination

We Have Not Identified a Target Business

As of February 29, 2012, we have not selected a specific target on which to concentrate our efforts for a business combination. Our management has not had any preliminary contact or discussions on our behalf with representatives of any prospective target business regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other strategic transaction with us. In addition, our management has not yet taken any measure, directly or indirectly, to locate a target business. There has been no due diligence, investigation, discussions, negotiations and/or other similar activities undertaken, directly or indirectly, by us, our management or by any third party, with respect to an ongoing proposed business combination.

Sources of Target Businesses

We anticipate target business candidates will be brought to our attention by various unaffiliated sources, including executives, private equity funds, venture capital funds, investment bankers, attorneys, accountants and other members of the financial community, who may present solicited or unsolicited proposals. We expect such sources to become aware that we are seeking a business combination candidate by a variety of means, such as publicly available information relating to this offering, public relations and marketing efforts, articles that may be published in industry trade papers discussing our intention to effect a business combination, or direct contact by management of potential target businesses.

Our management, as well as our existing stockholders and their affiliates, may also bring to our attention target business candidates. While we do not anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which case we may be required to pay a finder’s fee or other compensation. The terms of any such arrangements will be negotiated with such persons on arm’s length basis and disclosed to our stockholders in connection with any proposed business combination. In no event, however, will we pay our existing management, our existing stockholders, or any entity with which they are affiliated any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination. In addition, neither our existing management nor our existing stockholders will receive any finder’s fee, consulting fees or any similar fees or other compensation from any other person or entity, including any target company, in connection with any business combination other than any compensation or fees to be received for any services provided following such a business combination.

Selection of a Target Business and Structuring of a Business Combination

Our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

growth potential;

financial condition and results of operations;

capital requirements;

the value and extent of intellectual property;

competitive position;

stage of development of products, processes or services;

degree of current or potential market acceptance of products, processes or services;

proprietary features and degree of protection of products, processes or services; and

costs associated with effecting the business combination.

Any evaluation relating to the merits of a particular business combination will be based on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objectives. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meeting with incumbent management, inspecting facilities, and reviewing financial and other information that is made available to us.

We will attempt to structure any business combination so as to achieve the most favorable tax treatment for us, the target business and both companies’ stockholders. We cannot assure you, however, that the Internal Revenue Service or appropriate state tax authorities will agree with our tax treatment of the business combination.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

The fair market value of a target business will be determined by our Board of Directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow, book value, and the price for which comparable businesses have recently been sold. Other factors contributing to a determination of the fair market value may include timing, the reputation of the target business and the anticipated costs of completing the transaction.

We are not required to obtain an opinion from an unaffiliated third party regarding the fair market value of a target business we select at the time of any transaction. We are also not required to obtain an opinion from an unaffiliated third party indicating that the price we plan to pay is fair to our stockholders from a financial perspective unless the target is affiliated with our officers, directors, special advisors, existing stockholders or their affiliates. However, because Patrick DeBlois and Eden Clark, our officers and sole director, have no experience in evaluating business combinations for blank check companies like ours, their judgment may not meet the criteria that independent investment banking firms or other similar blank check companies usually use.

Probable Lack of Business Diversification

It is probable that we will have the ability to effect only a single business combination, although this may entail the simultaneous acquisition of several compatible operating businesses or assets. Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple industries or multiple areas of a single industry, we will likely not have sufficient resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with a single entity or a limited number of entities, our lack of diversification may leave us dependent upon the performance of a single business or a limited number of businesses, and result in us being dependent upon the development or market acceptance of a single or limited number of products or services.

Limited Ability to Evaluate the Management of a Target Business

Although we intend to closely scrutinize the management of prospective target businesses when evaluating the potential to effect a business combination, we cannot assure you that our assessment will prove to be correct. In addition, we cannot assure you that new members who join our management team following a business combination will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our sole officer and director, if any, in a target business cannot presently be stated with any certainty. While it is possible that our current officer and director will remain associated with us in some capacity following a business combination, it is unlikely that she will devote her full efforts to our affairs after the consummation of a business combination. Moreover, we cannot assure you that our sole officer and director will have substantial experience or knowledge concerning the operations of any particular target business.

Opportunity for Stockholder Approval of Business Combination

We may not submit a business combination to our stockholders for approval if the nature of the transaction would not ordinarily require stockholder approval under applicable governing laws. If we are required to submit the transaction to our stockholders for approval, we will furnish our stockholders with proxy solicitation materials, which will include a description of the operations of the target business and certain required financial information regarding the business. Also, we will proceed with the business combination only if a majority of the votes cast by the holders of our common stock at the meeting are in favor of the business combination. To compensate for a potential shortfall in cash, we may be required to structure the business combination, in whole or in part, using the issuance of our common stock as consideration. Accordingly, any increase in the number of shares of our issued and outstanding common stock could hinder our ability to consummate a business combination in an efficient manner or to optimize our capital structure.

When we seek stockholder approval for a business combination, we will not offer each stockholder a right to have their shares of common stock redeemed for cash if the stockholder votes against the business combination and the business combination is approved and completed.

Research and Development

We have not spent any amounts on research and development activities during the year ended February 2928, ~~2012~~2013. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Employees and Employment Agreements

At present, we have no employees other than our ~~officers and~~ sole officer director. ~~Patrick DeBlois currently devotes 7-10 hours a week to our business and Eden Clark currently devotes 3-5 hours a week to our business.~~ We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

Item 1A.

Risk Factors

AsWe are a “smaller reporting company”, weas defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information ~~required~~under by this ~~Item~~item.

Item 1B.

Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Properties

We do not currently own any property or real estate of any kind. Our business offices are located at 848 N. Rainbow Blvd. #3550, Las Vegas, Nevada 89107. Our telephone number at that facility is (603) 525-3380. It is our belief that the space is adequate for our immediate needs. Additional space may be required as we expand our operations.

~~Item~~Legal 3.Proceedings

~~Legal~~We ~~Proceedings~~know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock quoted on the OTC Bulletin Board under the Symbol “USGT”. Our common stock was listed for quotation on May 15, 2007.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Quarter Ended	High	Low
February 29, 2012	$1.24	$1.08
February 28, 2013	$0.9650	$0.070
November 30, 2011	$1.06	$1.05
November 30, 2012	$0.6656	$0.40
August 31, 2011	$1.05	$1.05
August 31, 2012	$0.6656	$0.6656
May 31, 2011	$1.05	$0.90
May 31, 2012	$1.08	$0.60
February 28, 2011	$0.91	$0.88
February 28, 2012	Nil (1)	Nil (1)
November 30, 2010	$0.95	$0.80
November 30, 2011	Nil (1)	Nil (1)
August 31, 2010	$0.90	$0.90
August 31, 2011	Nil (1)	Nil (1)
May 31, 2010	Nil (1)	Nil (1)
May 31, 2011	Nil (1)	Nil (1)

(1)

Our common stock was listed for quotation on May 15, 2007. Our company was trading until January 31, 2003 and then no further trading occurred until August 6, 2010.

Number of Holders

As of ~~May~~July 2230, ~~2012~~2013, the ~~169~~129,400,000 issued and outstanding shares of common stock were held by a total of 8 shareholders of record.

Our common shares are issued in registered form. Holladay Stock Transfer, 2939 N 67th Pl # C, Scottsdale, AZ 85251-6015, (telephone number (480) 481-3940) is the registrar and transfer agent for our common shares.

Dividend Policy

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed below, we did not sell any equity securities which were not registered under the Securities Act during the year ended February 2928, ~~2012~~2013 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended February 2928, ~~2012~~2013.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the ~~our~~ fourth quarter of our fiscal year ended February 2928, ~~2012~~2013.

Item 6.

Selected Financial Data

AsWe are a “smaller reporting company”, weas defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information ~~required~~under by this ~~Item~~item.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Our auditors’ reports contain a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern. Our independent registered public accountants have stated in their report, included in Item 3 to our financial statements that our significant operating losses and working capital deficit raise substantial doubt about our ability to continue as a going concern. We had net losses of $5415,~~722~~056,902 and $5954,~~882~~722, from continuing operation respectively, for the fiscal years ended February 2928, ~~2012~~2013 and February 2829, ~~2011~~2012. We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements since our current cash assets are exhausted and revenues are not yet sufficient to sustain our operations. We will need to seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

In addition to our current deficit, we expect to incur additional losses during the foreseeable future. Until we are able to locate and acquire a target business, we will not be profitable. Consequently, we will require substantial additional capital to continue our development and marketing activities. Since our current cash in the bank is exhausted, we are currently seeking alternative financing to sustain our operations; however, there is no assurance we will be successful in finding the cash required to locate and acquire a target business or that we will not incur additional and unplanned expenses. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

For the Years Ended February 2928, ~~2012~~2013 and February 2829, ~~2011~~2012

		Year Ended
		February 29, 2012			February 28, 2011
		February 28, 2013			February 29, 2012
Revenue	$	Nil		$	Nil
Operating expenses	$	5215,~~833~~055,018		$	5852,~~527~~833
Interest expense (income)	$	1,~~889~~884		$	1,~~235~~889
Foreign currency transaction loss (gain)	$	Nil		$	~~120~~Nil
Net Loss	$	(5415,~~722)~~056,902	)	$	(5954,~~882)~~722	)

Expenses

Our operating expenses for our years ended February 2928, ~~2012~~2013 and February 2829, ~~2011~~2012 are outlined in the table below:

		Year Ended
		February 29, 2012		February 28, 2011
		February 28, 2013		February 29, 2012
Office and General	$	2215,~~031~~019,347	$	1622,~~113~~031
Professional fees	$	3035,~~802~~671	$	3930,~~414~~802

Liquidity and Financial Condition

Working Capital
		At			At
		February 29,			February 28,
		February 28,			February 29,
		2012			2011
		2013			2012
Current Assets	$	~~8,847~~-		$	68,~~233~~847
Current Liabilities	$	~~148~~196,~~619~~674		$	91148,~~283~~619
Working Capital (Deficit)	$	(~~139~~196,~~772)~~674	)	$	(85139,~~050)~~772	)


Cash Flows
		Year Ended			Year Ended
		February 28,			February 29,
		2013			2012
Net Cash Provided by (Used In) Operating Activities	$	(42,730	)	$	(62,223)
Net Cash Provided by (Used In) Investing Activities	$	Nil		$	Nil
Net Cash Provided by (Used In) Financing Activities	$	39,795		$	62,339
Increase (Decrease) in Cash During the Period	$	(2,935)		$	116

Cash Flows
		Year Ended		Year Ended
		February 29,		February 28,
		2012		2011
Net Cash Provided by (Used In) Operating Activities	$	(62,223)	$	(52,854)
Net Cash Provided by (Used In) Investing Activities	$	Nil	$	Nil
Net Cash Provided by (Used In) Financing Activities	$	62,339	$	53,418
Increase (Decrease) in Cash During the Period	$	116	$	564

We did not generate any revenues for the fiscal year ended February 28, 2013 or February 29, 2012. We incurred operating expenses of $15,055,018 and $52,833, respectively, for fiscal years ended February 28, 2013 and February 29, 2012. The expenses for the fiscal year ended February 28, 2013 consisted of professional fees in the amount of $35,671 (2012 - $22,031; cumulative - $108,887 and office and general fees of $15,019,347 (2012 - $22,031; cumulative - $15,188,456).

WeOur ~~did~~comprehensive ~~not~~net ~~generate any revenues~~ income for the fiscal year ended February 2928, ~~2012~~2013, oradjusted ~~February~~for ~~28,~~foreign ~~2011. We~~currency ~~incurred~~translation ~~operating~~adjustment, ~~expenses~~was of$15,056,902 or $52(0.09) per share,~~833~~ ~~and~~compared to $5854,~~527~~722, ~~respectively,~~or $0.00 per share for the fiscal ~~years~~year ended February 29, 2012. We ~~and~~do ~~February~~not ~~28,~~currently ~~2011. The~~have ~~expenses~~sufficient capital to fund our estimated expenditures for the fiscal year ~~ended~~and ~~February~~intend ~~28,~~to ~~2012~~fund ~~consisted~~the ofexpenditures ~~professional~~through ~~fees~~equity inand/or ~~the~~debt ~~amount~~financing. There ofcan ~~$30,802~~be ~~(2011~~no -assurance ~~$39,414;~~that ~~cumulative -~~financing ~~$73,216)~~will ~~and~~be ~~office~~available ~~and~~to ~~general~~us ~~fees~~on ofacceptable ~~$22~~terms,~~031~~ ~~(2011~~if -at ~~$19,114; cumulative - $60,222)~~all.

~~Our~~ 8 Liquidity comprehensive net income for the fiscal year ended February 29, 2012, adjusted for foreign currency translation adjustment, was $(54,722 or $0.00 per share, compared to $22,538, or $0.00 per share for the fiscal year ended February 28, 2011. We do not currently have sufficient capital to fund our estimated expenditures for the fiscal year and ~~intend~~Capital ~~to fund the expenditures through equity and/or debt financing. There can be no assurance that financing will be available to us on acceptable terms, if at all.~~ Resources

~~Liquidity~~At February 28, 2013, we had $nil in cash in the bank and ~~Capital~~prepaid ~~Resources~~expenses of $nil.

AtOur accounts payable and accrued liabilities at February 2928, ~~2012~~2013 was $24,141, we had ~~$2,935~~a innote ~~cash~~payable in the ~~bank~~amount of $42,692 at February 28, 2013 and ~~prepaid~~loans ~~expenses~~from related party of $5129,~~912~~841 at February 28, 2013.

Our ~~accounts~~stockholders' ~~payable~~deficit ~~and accrued liabilities at February 29, 2012~~ was $153,~~880~~583,326 ~~we had a note payable in the amount of $40,808~~ at February 2928, ~~2012~~2013, ~~and~~as ~~loans~~compared ~~from~~to ~~related party of~~ $91139,~~931~~772 at February 29, 2012.

Our stockholders' deficit was $139,772 at February 29, 2012, as compared to $85,050 at February 28, 2011.

In the next 12 months, we do not intend to spend any substantial funds on research and development and do not intend to purchase any major equipment.

We do not anticipate any material commitments for capital expenditures in the near term. While we continue to work towards 100% capacity, we feel that current cash on hand is insufficient to satisfy cash requirements. If we are unable to continue to develop and implement a profitable business plan, we will be required to seek additional avenues to obtain funds necessary to sustain operations, including equity and/or debt financing. There can be no assurance that financing will be available to us on acceptable terms, if at all.

Given that we have not achieved significant profitable operations to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operational and development risks, competition from well-funded competitors and our ability to manage growth. We can offer no assurance that we will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months.

Off-Balance Sheet Arrangements

We have no significant 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

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

9 Basis of Accounting

Our company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February year-end.

Cash Equivalents

Our company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

Stock-Based Compensation

Our company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recently Issued Accounting Pronouncements

Our company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

AsWe are a “smaller reporting company”, weas defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information ~~required~~under by this ~~Item~~item.

910

Item 8.

Financial Statements and Supplementary Data

~~PLS~~USA ~~CPA~~GRAPHITE INC. (Formerly MAGNUM OIL, INC.) (A ~~Professional~~Development ~~Corp.~~Stage ~~t4725~~Company) ~~MERCURY~~CONSOLIDATED ~~STREET~~FINANCIAL ~~SUITE~~STATEMENTS ~~210~~February ~~tSAN~~28, ~~DIEGO~~2013 ~~tCALIFORNIA~~Audited ~~92111~~REPORT tOF ~~tTELEPHONE~~INDEPENDENT ~~(858)722-5953~~ACCOUNTING ~~tFAX~~FIRM ~~(858)~~CONSOLIDATED ~~761-0341 tFAX~~BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (~~858~~DEFICIT) ~~764-5480~~CONSOLIDATED ~~tE-MAIL~~STATEMENTS ~~changgpark@gmail.comt~~ OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS

PLS CPA, A Professional Corp.

t4725 MERCURY STREET SUITE 210 tSAN DIEGO tCALIFORNIA 92111 t

tTELEPHONE (858)722-5953 tFAX (858) 761-0341 tFAX (858) 764-5480

tE-MAIL changgpark@gmail.com t

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

USA Graphite, Inc.

(Formerly Magnum Oil, Inc.)

We have audited the ~~accompanyingconsolidatedbalance~~accompanying consolidated balance sheets of USA Graphite, Inc. (formerly Magnum Oil, Inc.) and subsidiary (the “Company”) as of February 2928, ~~2012and~~2013 ~~2011and~~and 2012 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from December 13, 2005 (inception) through February 2928, ~~2012~~2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of USA Graphite, Inc. (formerly Magnum Oil, Inc.) and ~~subsidiaryas~~subsidiary as of February 2928, ~~2012~~2013 and ~~2011~~2012, and the result of its ~~operationsand~~operations and its cash flows for the ~~yearsthen~~years ~~endedand~~then ended and for the period from December 13, 2005 (inception) through February 2928, ~~2012~~2013 in conformity with U.S. generally accepted accounting principles.

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note ~~3to~~3 ~~theconsolidated~~to the consolidated financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/PLS CPA PLS CPA, A Professional Corp.

~~_________________________~~July 31, 2013

~~PLS~~San ~~CPA~~Diego, ~~A Professional Corp~~CA. 92111

~~June 13, 2012~~F-1

San Diego, CA. 92111


USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
Audited

		February 28, 2013		February 29, 2012


ASSETS

CURRENT ASSETS
Cash	$	-	$	2,935
Prepaid expenses		-		5,912
TOTAL CURRENT ASSETS		-		8,847

Mining Option Rights		3,780,000		-

TOTAL ASSETS	$	3,780,000	$	8,847
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	24,141	$	15,880
Note payable		42,692		40,808
Loans from related party		129,841		91,931
TOTAL CURRENT LIABILITIES	$	196,674	$	148,619

STOCKHOLDERS' DEFICIT
Capital stock
Authorized
10,000,000 preferred shares, par value $0.001 par value
800,000,000 shares of common stock, $0.001 par value
129,400,000 shares of common stock (169,400,000 on Feb 29, 2012)	$	129,400	$	169,400
Additional Paid in Capital		18,715,600		(104,400)
Deficit accumulated during the development stage		(15,261,674)		(204,772)
TOTAL STOCKHOLDERS' DEFICIT	$	3,583,326	$	(139,772)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,780,000	$	8,847

10The accompanying notes are an integral part of these financial statements

USA GRAPHITE INC. (Formerly MAGNUM OIL, INC.) (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS February 29, 2012 Audited CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO FINANCIAL STATEMENTSF-2


USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
Audited

						Inception date
		Year		Year		(December 13, 2005)
		ended		ended		to
		February 28, 2013		February 29, 2012		February 28, 2013
EXPENSES

Office and general	$	15,019,347	$	22,031	$	15,079,569
Professional Fees		35,671		30,802		108,887
Total Expenses	$	15,055,018	$	52,833	$	15,188,456

Operating Loss		(15,055,018)		(52,833)		(15,188,456)

Other losses
Interest expense		(1,884)		(1,889)		(5,008)
Foreign Currency transaction loss		-				(120)
Net loss		(1,884)		(1,889)		(5,128)
Net Loss from continued operations		(15,056,902)		(54,722)		(15,193,584)

Discontinued Business		-		-		(151,510)
Forgiveness of Debt		-		-		83,420
Total other Expenditure		-		-		(68,090)


NET LOSS	$	(15,056,902)	$	(54,722)	$	(15,261,674)

BASIC AND DILUTED LOSS PER COMMON SHARE
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.09)	$	-

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

		161,671,233		169,400,000

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
		February 29, 2012		February 28, 2011
		Audited		Audited
ASSETS
CURRENT ASSETS
Cash	$	2,935	$	2,819
Prepaid Expenses		5,912		3,414
TOTAL ASSETS	$	8,847	$	6,233
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	15,880	$	20,884
Note Payable		40,808		38,918
Loans from Related Party		91,931		31,481
TOTAL CURRENT LIABILITIES	$	148,619	$	91,283
STOCKHOLDERS' EQUITY ( DEFICIT )
Capital stock
Authorized
175,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
169,400,000 shares of common stock	$	169,400	$	169,400
Additional Paid in Capital		(104,400)		(104,400)
Deficit accumulated during the development stage		(204,772)		(150,050)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)	$	(139,772)	$	(85,050)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	8,847	$	6,233
The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

F-13

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Audited
From inception (December 13, 2005) to February 28, 2013
						Inception date
Audited
		Year		Year		(December 13, 2005)
							Deficit
		ended		ended		to
	Common Stock						accumulated		Accumulated
		February 29, 2012		February 28, 2011		February 29, 2012
					Additional		during the		Other
EXPENSES
	Number of				Paid-in		development		Comprehensive
Office and general	$	22,031	$	19,114	$	60,222
	shares		Amount		Capital		stage		Income(loss)		Total
Professional Fees		30,802		39,414		73,216
Common stock issued for cash at $0.000065
Total Expenses	$	52,833	$	58,528	$	133,438
per share on December 14, 2005	77,000,000	$	77,000	$	(72,000)	$	-	$	-	$	5,000
Operating Loss		(52,833)		(58,528)		(131,938)
Net loss, February 28, 2006							(983)				(983)
Other income (loss)
Foreign currency translation adjustments									34		34
Interest Income (expense)		(1,889)		(1,235)		(3,124)
Balance, February 28, 2006	77,000,000	$	77,000	$	(72,000)	$	(983)	$	34	$	4,051
Foreign Currency transaction gain(loss)		-		(120)		(120)
Stock issued for cash during the quarter
Net Income (loss)		(1,889)		(1,355)		(3,244)
August 31, 2006 @$0.00065 per share	92,400,000		92,400		(32,400)						60,000
Net Loss from continued operations		(54,722)		(59,882)		(136,682)
Net loss, February 28, 2007							-				-
Discontinued Business		-		-		(151,510)
Foreign currency translation adjustments									2,683		2,683
Forgiveness of Debt		-		83,420		83,420
Balance, February 28, 2007	169,400,000	$	169,400	$	(104,400)	$	(983)	$	2,717	$	66,734
Total other (Expenditure) Income		-		83,420		(68,090)
Net loss, February 28, 2008							(52,058)				(52,058)
NET PROFIT (LOSS)	$	(54,722)	$	23,538	$	(204,772)
Foreign currency translation adjustments									350		350
BASIC AND DILUTED LOSS PER COMMON SHARE - DISCONTINUED OPERATION
Balance, February 28, 2008	169,400,000	$	169,400	$	(104,400)	$	(53,041)	$	3,067	$	15,026
	$	-	$	-
Net loss, February 28, 2009							(75,309)				(75,309)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Foreign currency translation adjustments									5,988		5,988
		48,400,000		48,400,000
Balance, February 28, 2009	169,400,000	$	169,400	$	(104,400)	$	(128,350)	$	9,055	$	(54,295)
The accompanying notes are an integral part of these financial statements
Net loss, February 28, 2010							(45,238)				(45,238)
Foreign currency translation adjustments									(6,360)		(6,360)
Balance, February 28, 2010	169,400,000	$	169,400	$	(104,400)	$	(173,588)	$	2,695	$	(105,893)
Net loss, February 28, 2011							23,538				23,538
Foreign currency translation adjustments									(2,695)		(2,695)
Balance, February 28, 2011	169,400,000	$	169,400	$	(104,400)	$	(150,050)	$	-	$	(85,050)
Net loss, February 29, 2012							(54,722)				(54,722)
Balance, February 29, 2012	169,400,000	$	169,400	$	(104,400)	$	(204,772)	$	-	$	(139,772)
Common stock retired December, 2012	(77,000,000)		(77,000)		77,000						-
Common stock issued December, 2012	37,000,000		37,000		18,743,000						18,780,000
Net Loss, February 28, 2013							(15,056,902)				(15,056,902)
Balance, February 28, 2013	129,400,000	$	129,400	$	18,715,600	$	(15,261,674)	$	-	$	3,583,326

~~F-2~~The accompanying notes are an integral part of these financial statements

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (December 13, 2005) to February 29, 2012
Audited
							Deficit
	Common Stock						accumulated		Accumulated
					Additional		during the		Other
	Number of				Paid-in		development		Comprehensive
	shares		Amount		Capital		stage		Income(loss)		Total
Common stock issued for cash at $0.000065
per share on December 14, 2005	77,000,000	$	77,000	$	(72,000)	$	-	$	-	$	5,000
Net loss, February 28, 2006							(983)				(983)
Foreign currency translation adjustments									34		34
Balance, February 28, 2006	77,000,000	$	77,000	$	(72,000)	$	(983)	$	34	$	4,051
Stock issued for cash during the quarter
August 31, 2006 @$0.00065 per share	92,400,000		92,400		(32,400)						60,000
Net loss, February 28, 2007							-				-
Foreign currency translation adjustments									2,683		2,683
Balance, February 28, 2007	169,400,000	$	169,400	$	(104,400)	$	(983)	$	2,717	$	66,734
Net loss, February 28, 2008							(52,058)				(52,058)
Foreign currency translation adjustments									350		350
Balance, February 28, 2008	169,400,000	$	169,400	$	(104,400)	$	(53,041)	$	3,067	$	15,026
Net loss, February 28, 2009							(75,309)				(75,309)
Foreign currency translation adjustments									5,988		5,988
Balance, February 28, 2009	169,400,000	$	169,400	$	(104,400)	$	(128,350)	$	9,055	$	(54,295)
Net loss, February 28, 2010							(45,238)				(45,238)
Foreign currency translation adjustments									(6,360)		(6,360)
Balance, February 28, 2010	169,400,000	$	169,400	$	(104,400)	$	(173,588)	$	2,695	$	(105,893)
Net loss, February 28, 2011							23,538				23,538
Foreign currency translation adjustments									(2,695)		(2,695)
Balance, February 28, 2011	169,400,000	$	169,400	$	(104,400)	$	(150,050)	$	-	$	(85,050)
Net Loss, February 29, 2012							(54,722)				(54,722)
Balance, February 29, 2012	169,400,000	$	169,400	$	16,600	$	(204,772)	$	-	$	(139,772)
The accompanying notes are an integral part of these financial statements

F-4

F-3


USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
Audited
			Year		Year		December 13, 2005
			ended		ended		(date of inception) to
			February 28, 2013		February 29, 2012		February 28, 2013

OPERATING ACTIVITIES
	Net loss	$	(15,056,902)	$	(54,722)	$	(15,261,674)
	Adjustment to reconcile net loss to net cash
	used in operating activities:
	Forgiveness of debt						(83,420)
	Depreciation		-		-		2,825
	Stock issuance for compensation		15,000,000		-		(15,000,000)
	Loss on Disposition of Assets		-		-		4,607
	Changes in operating assets and liabilities:
	Increase in Prepaid Expenses		5,912		(2,498)		-
	Foreign Transaction loss		-		-		696
	Increase (decrease) in accrued expenses		8,261		(5,003)		107,563

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		$	(42,730)	$	(62,223)	$	(229,403)

INVESTING ACTIVITIES
	Purchase of fixed assets		-		-		(11,468)
	Disposition of fixed assets		-		-		3,337
NET CASH PROVIDED BY INVESTING ACTIVITIES
NET CASH PROVIDED BY INVESTING ACTIVITIES		$	-	$	-	$	(8,131)
FINANCING ACTIVITIES
	Proceeds from sale of common stock		-		-		2,200
	Additional paid-in capital		-		-		62,800
	Note Payable		1,884		1,889		42,692
	Loan from related parties		37,911		60,450		129,842
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	39,795	$	62,339	$	237,534

NET INCREASE (DECREASE) IN CASH		$	(2,935)	$	116	$	-

CASH, BEGINNING OF PERIOD		$	2,935	$	2,819	$	-

CASH, END OF PERIOD		$	-	$	2,935	$	-

Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-	$	-	$	-

	Income taxes	$	-	$	-	$	-
	Stock issued for option right	$	3,780,000	$	-	$	3,780,000

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Audited
			Year		Year		December 13, 2005
			ended		ended		(date of inception) to
			February 29, 2012		February 28, 2011		February 29, 2012
OPERATING ACTIVITIES
	Net loss	$	(54,722)	$	23,538	$	(204,772)
	Adjustment to reconcile net loss to net cash
	used in operating activities
	Forgiveness of debt		-		(83,420)		(83,420)
	Depreciation		-		-		2,826
	Loss on Disposition of Assets		-		-		4,608
	Increase in Prepaid Expenses		(2,498)		(3,414)		(5,912)
	Foreign Transaction loss		-		-		696
	Increase (decrease) in accrued expenses		(5,003)		10,442		99,302
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
		$	(62,223)	$	(52,854)	$	(186,672)
INVESTING ACTIVITIES
	Purchase of fixed assets		-		-		(11,468)
	Disposition of fixed assets		-		-		3,337
NET CASH PROVIDED BY INVESTING ACTIVITIES
		$	-	$	-	$	(8,131)
FINANCING ACTIVITIES
	Loan Payable - Related Party		60,450		14,500		91,931
	Note Payable		1,889		38,918		40,808
	Proceeds from sale of common stock		-		-		2,200
	Additional paid-in capital		-		-		62,800
NET CASH PROVIDED BY FINANCING ACTIVITIES
		$	62,339	$	53,418	$	197,738
NET INCREASE ( DECREASE) IN CASH		$	116	$	564	$	2,935
CASH, BEGINNING OF PERIOD		$	2,819	$	2,255	$	-
CASH, END OF PERIOD		$	2,935	$	2,819	$	2,935
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~F-5

FUSA GRAPHITE INC. (A Development Stage Enterprise) NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS February 28, 2013 NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION USA GRAPHITE, INC. (Formerly MAGNUM OIL, INC.) (the “Company”) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have included capital formation, organization and development of its business plan. The Company has commenced operations. On April 12, 2012 the Company changed its name to USA Graphite, Inc. The Company operated through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation. The Company decided to cease the operation of subsidiary in January 2011. USA GRAPHITE, INC. (the parent company) is now a holding company. NOTE 2 -4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February year-end. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

USA GRAPHITE INC. (A Development Stage Enterprise) NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS February 29, 2012 NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION USA GRAPHITE INC. (Formerly MAGNUM OIL, INC.) (the “Company”) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have included capital formation, organization and development of its business plan. The Company has commenced operations. On July 15, 2010 the company changed its name to Magnum Oil Inc. The Company changed the name from MAGNUM OIL, INC. to USA GRAPHITE, INC. on April 11, 2012. The Company operated through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation. The Company decided to cease the operation of subsidiary in January 2010. USA GRAPHITE INC. (the parent company) is now a holding company NOTE 2 F- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February year-end. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. Recent Accounting Pronouncements The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.6

FMineral Property Costs The Company has been in the exploration stage since its acquisition of mining option on November 19, 2012 and has not yet realized any revenues from its planned operations. All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-510-35-15, Impairment or Disposal of Long-Lived Assets. Recent Accounting Pronouncements The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement. NOTE 3 – GOING CONCERN The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $196,674, an accumulated deficit of $15,261,674 and net loss from operations since inception of $15,261,674. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 3 – GOING CONCERN The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $139,772, an accumulated deficit of $204,772 and net loss from operations since inception of $204,772. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs NOTE 4 F- FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments. NOTE 5 - NOTE PAYABLE As of February 29, 2012, there is a Note Payable of $40,808 at 5% interest which is repayable on June 7, 2011.As of February 29, 2012, it is not paid and overdue. The Company accrued interest payable at 5% interest. NOTE 6 - DIRECTOR'S FEES Fees of $500 per month have been recorded for the remuneration of the director. Total fees for the remuneration of the director are $6,000 for the year ended February 29, 2012) ($6,000 for the year ended February 28, 2011) NOTE 7 - RELATED PARTY TRANSACTIONS As of February 29, 2012, there is a total of $91,931 ($31,481 as of February 28, 2011) that has been forwarded by an officer of the Company; no specific repayment terms have been established. NOTE 8 - INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of are as follows: February 29, 2012 Net operating loss carryforwards $ 204,772 Gross deferred tax assets $ 71,670 Valuation allowance $ (71,670) Net deferred tax assets $ 0 Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 9 - NET OPERATING LOSSES As of February 29, 2012, the Company has a net operating loss carryforwards of approximately $204,772 Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 10 - STOCK TRANSACTIONS Transactions, other than employees’ stock issuance, are in accordance with ASC 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 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 14, 2005, the company issued a total of 77,000,000 shares of $0.000065 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of the company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 30800,000 shares each, and Ms. Lim received 15,400,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000. In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006. The company sold 92,400,000 shares of common stock, par value $0.001, at a price of $0.00065 per share to approximately 32 investors. The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering. As of February 29, 2012 the Company had 169,400,000 shares of common stock issued and outstanding. On May 23, 2010 the company received approval from FINRA for a forward split of common share of 22:1. On April 17, 2012 the company received approval from FINRA for a forward split of common share of 3.5:1. All share amounts have been retroactively adjusted for all periods presented. NOTE 11 - STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as February 29, 2012: Common stock, $ 0.001 par value: 175,000,000 shares authorized; 169,400,000 shares issued and outstanding.No preferred shares have been authorized or issued. NOTE 12 - SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events. On April 17, 2012 the company received approval from FINRA for a forward split of common share of 3.5:1 as well as a name change to USA Graphite Inc.

FNOTE 5 - MINING OPTION AGREEMENT On November 19, 2012, the Company entered into a Property Option Agreement with Nevada Minerals Holding, Inc. Pursuant to the terms and conditions of the Option Agreement, NV Minerals shall grant the Company with the right and option to acquire 100% of the mining interests in that certain Property known as the Blue Wing Mountains Graphite Project which is comprised of a total 1,985 acres and is located in Pershing County of the State of Nevada. In order to exercise the Option, the Company shall be required to: (i) pay an initial cash payment of $50,000 to NV Minerals within four months after the beginning of the Option Period; (ii) issue an aggregate 5,000,000 restricted shares of the Company’s common stock to NV Minerals; (iii) pay an additional aggregate payment of $450,000 over a three (3) year period; and (iv) pay a Royalty to NV Minerals equal to 2% of the net smelter returns, per the terms and conditions of the Option Agreement. The Company will also provide funds for the conduct of a program of work to be undertaken by NV Minerals for the benefit of the Property of not less than $1,000,000 over four years. The Option Agreement also provides that the Company shall have a one-time right to purchase 50% of the Royalty in the Property for $500,000. Pursuant to the Option Agreement, NV Minerals has agreed to enter into an 18 month voluntary lock up agreement for all of the shares it will receive upon execution of the Option Agreement. The Company issued 5,000,000 shares on December 10, 2012 at $0.50 per shares. According the Option Agreement, the Company needs to pay $50,000 within four months after the commencement of the Option. But the Company has not paid it. On December 7, 2012, the Company entered into an Option Agreement with Nevada Minerals Holdings, Inc. Pursuant to the terms and conditions of the Agreement, NV Minerals shall grant the Company with the right and option to acquire 100% of the mining interests in that certain Property known as the Gordon Creek Graphite Property which is comprised of a total of 206 acres and is located in Elko County of the State of Nevada. In exchange, the Company is required to: (i) pay an initial cash payment of $25,000 to NV Minerals ninety days after the commencement of the Option Period; (ii) issue an aggregate 2,000,000 restricted shares of the Company’s common stock to NV Minerals at $0.64 per share; (iii) pay an additional aggregate payment of $175,000 over a three (3) year period; and (iv) pay a Royalty to NV Minerals equal to 2% of the net smelter returns, per the terms and conditions of the Option Agreement. The Company will also provide funds for the conduct of a program of work to be undertaken by NV Minerals for the benefit of the Property of not less than $500,000 over four years. The Option Agreement also provides that the Company shall have a one-time right to purchase 50% of the Royalty in the Property for $500,000. Pursuant to the Option Agreement, NV Minerals has agreed to enter into an 18 month voluntary lock up agreement for all of the shares it will receive upon execution of the Option Agreement. The Company issued 2,000,000 shares on December 10, 2012 at $0.64 per shares. According the Option Agreement, the Company needs to pay $25,000 ninety days after the commencement of the Option Period. But the Company has not paid it. On January 14, 2013, the Company entered into a Letter of Intent (the “LOI”) with Nevada Minerals Holdings, Inc. (“NV Minerals”). Pursuant to the terms and conditions of the LOI, NV Minerals shall grant the Company with the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Ruby Mountains Graphite Property (the “Property”) which is comprised of a total of approximately Seven Hundred and Eighty Five acres (785 acres) and is located in Elko County of the State of Nevada. In exchange, the Company is required to: (i) pay an initial cash payment of twenty five thousand dollars ($25,000) to NV Minerals; (ii) issue an aggregate of four million six hundred and fifteen thousand (4,615,000) restricted shares of the Company’s common stock to NV Minerals; (iii) pay an additional aggregate payment of one hundred seventy five thousand dollars ($175,000) over a three (3) year period; and (iv) pay a production royalty (the “Royalty”) to NV Minerals equal to two percent (2%) of the net smelter returns, per the terms and conditions of the LOI. As of the Balance Sheet date the shares had not been issued. NOTE 6 - WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 7 - NOTE PAYABLE As of February 28, 2013, there is a Note Payable of $42,692 ($40,808 as of February 29, 2012) at 5% interest, which was repayable on June 7, 2011. As of February 28, 2013, it had not been paid and is overdue. The Company continued to accrue interest payable at 5% interest. NOTE 8 - DIRECTOR’S FEES Fees of $500 per month have been recorded for the remuneration of the previous director, and $2,000 per month for the current director since November 1, 2012. Total director’s fee is $12,000 in 2012 ($6,000 in 2011) NOTE 9 - RELATED PARTY TRANSACTIONS As of February 28, 2013, there is a total of $109,543 that has been forwarded by previous officers of the Company and $10,298 by a current officer of the Company; no specific repayment terms have been established. On December 10, 2012, the Company entered into an Employment Agreement with Wayne Yamamoto. Pursuant to the Agreement, Mr. Yamamoto agreed to serve as Chief Executive Officer of the Company. In exchange, the Company has agreed to: (i) pay Mr. Yamamoto $2,000 per month; and (ii) issue 30,000,000 shares of the Company’s common stock to Mr. Yamamoto. This Agreement is at-will and can be terminated at any time by either the Company or Mr. Yamamoto. On December 5, 2012 the company issued the 30,000,000 common shares for compensation at $0.50 per share. Wayne Yamamoto, the Company’s sole director and officer, is sole director and officer of Nevada Minerals Holdings, Inc. He has 100% ownership of Nevada Minerals Holdings, Inc. The Company entered Mining Option Agreements with Nevada Minerals Holdings, Inc. on November 19, and December 7, 2012. Also, on January 14, 2013, the Company entered into a Letter of Intent (the “LOI”) with Nevada Minerals Holdings, Inc. (See Note 5. Mining Option Agreement) NOTE 10 - INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of are as follows: February 28, 2013 Net operating loss carryforwards $ 5,261,674 Gross deferred tax assets $ 5,341,586 Valuation allowance $ (5,341,586) Net deferred tax assets $ 0 Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

F-8

NOTE 11 - NET OPERATING LOSSES

As of February 28, 2013, the Company has a net operating loss carryforwards of approximately $15,261,674. Net operating loss carryforward expires twenty years from the date the loss was incurred.

NOTE 12 - STOCK TRANSACTIONS

Transactions, other than employees’ stock issuance, are in accordance with ASC 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 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 14, 2005, the company issued a total of 22,000,000 shares of $0.000455 par value common stock as founder’s shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of the company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 8,800,000 shares each, and Ms. Lim received 4,400,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000.

In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006. The company sold 26,400,000 shares of common stock, par value $0.001, at a price of $0.0227 per share to approximately 32 investors. The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering.

On May 23, 2010 the company received approval from FINRA for a forward split of common share of 22:1.

On April 17, 2012 the company received approval from FINRA for a forward slit of 3.5:1. All share amounts have been retroactively adjusted for all periods presented.

On August 28, 2012 the company amended the authorized common shares from 175,000,000 to 800,000,000 common shares of $0.001 per share. On the same day the company authorized 10,000,000 preferred shares, par value $0.001 per share. None were previously authorized.

On December 7, 2012, 30,000,000 shares were issued to the president at $0.50 per share, Mr. Wayne Yamamoto in exchange for services, and 7,000,000 shares to Nevada Mineral Holdings, of which 5,000,000 were at a value of $0.50 per share and 2,000,000 were at a value of $0.64 per share.

On December 14, 2012 77,000,000 restricted shares held by the previous president, Patrick DeBlois, were retired and returned to Treasury.

As of February 28, 2013, the Company had 129,400,000 shares of common stock issued and outstanding.

NOTE 13 - STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as at February 28, 2013:

Common stock, $ 0.001 par value: 800,000,000 shares authorized; 129,400,000 shares issued and outstanding.

Preferred stock, $0.001 par value: 10,000,000 shares authorized and no shares are issued and outstanding.

NOTE 14 - SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events.

F-9

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of February 2928, ~~2012~~2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management, including our chief executive officer and chief financial officer, has concluded that, as of February 2928, ~~2012~~2013, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended February 2928, ~~2012~~2013 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Patrick DeBlois	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director	37	October 27, 2010
Wayne Yamamoto	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director	56	November 8, 2012
Eden Clark	Secretary	35	December 15, 2010

The board of directors has no nominating, audit or compensation committee at this time.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Background of Directors and Executive Officers

~~Patrick~~Wayne ~~DeBlois~~Y. ~~has~~Yamamoto ~~been~~brings ~~the~~over ~~president,~~30 ~~chief~~years ~~executive~~of ~~officer,~~successful ~~chief~~leadership ~~financial~~and ~~officer,~~innovation ~~treasurer~~in ~~and~~the aarea ~~director~~ of ~~our~~information ~~company~~technology, ~~since~~software ~~October~~development ~~27,~~and ~~2010~~corporate financing. ~~Since~~ ~~1999,~~ Mr. ~~DeBlois~~Yamamoto ~~has~~was ~~been~~the aPresident ~~director~~of ~~and~~Call/Recall which is the ~~proprietor~~first ofcompany ~~the~~to ~~Minakwa~~develop ~~Lodge~~and ~~located~~patent interabyte ~~Northern~~optical ~~Ontario~~storage technology. As the CTO of W&W, Mr. ~~DeBlois~~Yamamoto ~~has~~led ~~grown~~a ~~his~~team ~~resort~~to ~~from~~create athe ~~grassroots~~first ~~venture~~interactive totelevision asystem ~~global~~for ~~success~~the ~~story~~cable industry. At Quark, Mr. ~~DeBlois~~Yamamoto ~~holds~~was a ~~diploma~~member inof ~~Wildlife~~a ~~Management~~5 ~~and~~man ~~GIS~~executive ~~mapping~~management ~~from~~team ~~Cambrian~~that ~~College~~led Quark to worldwide expansion, while maintaining industry high profit margins. Mr. ~~DeBlois~~Yamamoto ~~devotes~~has ~~approximately~~also ~~7-10~~held ~~hours~~executive positions or served as a ~~week~~board tomember ~~our~~of ~~business~~several startups including ResTech, Sierra Medical, Photonic Storage Systems, Clareos, Arbor Software, and Solutions Technology.

~~Eden~~Since ~~Clark has been our secretary since December 15~~1998, ~~2010~~Mr. ~~From~~ ~~1997~~Yamamoto tohas ~~2001,~~been ~~Ms.~~focused ~~Clark was a founding team member of Onvia.com Inc., a publicly traded company~~ on ~~NASDAQ,~~investment ~~assisting~~banking ~~it in the growth from a small start-up to more than 300 employees~~ and ~~$140~~structuring ~~million~~financial intransactions ~~revenue. From~~as ~~2002~~the toManaging ~~2008~~Director ~~she~~of ~~was~~a ~~founder~~private ~~and~~investment ~~CEO of Be Jane~~fund, ~~Inc.,~~ a ~~media~~director ~~and~~for ~~web~~First ~~company~~Wall ~~focused~~Street onCapital ~~the niche segment of women’s home improvement~~ and ~~décor,~~as ~~leading~~an ~~breakthrough~~independent ~~partnerships~~consultant ~~on new initiatives~~ with ~~such~~experience ~~companies~~in asinternational ~~MSN~~commodities ~~and~~trading ~~Bank~~(petroleum ofproducts ~~America,~~ and ~~was~~Iron ~~featured in hundreds of national TV and print media such as TIME~~Ore), ~~Entrepreneur~~technology, ~~People Magazine~~gaming, ~~Wall St Journal~~hospitality, ~~CNN,~~entertainment ~~The Today Show,~~ and ~~more. From~~large ~~2008~~commercial ~~until~~real ~~present,~~estate Msdevelopment. ~~Clark became president of eDivvy~~Mr.~~com~~ ~~Inc.,~~Yamamoto ahas ~~private~~complete ~~payment~~deal ~~technology~~making ~~company,~~experience ~~leading the company’s strategic initiatives, branding, and business development efforts. Ms. Clark devotes approximately 3-5 hours a week to our business.~~including:

Term of Office of Directors

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or removes the officer.

Identification of Significant Employees

We have no significant employees, other than ~~Patrick~~Wayne ~~DeBlois~~Yamamoto, our ~~president,~~sole ~~chief executive~~ officer, ~~chief financial officer, treasurer~~ and director ~~and Eden Clark, our secretary~~.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

13 Audit Committee and Audit Committee Financial Expert

Our company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. Our company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

Our company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to our company’s board of directors the engagement of an independent registered public accounting firm to audit our company’s financial statements and to review our company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of our company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

13 Code of Ethics

Our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

Our Code of Business Conduct and Ethics is being filed with the Securities and Exchange Commission as Exhibit 14.1 to this Annual Report of on Form 10-K. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: USA Graphite Inc., 848 N. Rainbow Blvd., #3550, Las Vegas, Nevada, 89107.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

~~Our~~Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock isand ~~not~~other ~~registered~~equity ~~pursuant~~securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 1216(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the ~~Securities~~year ~~Exchange~~ended ~~Act~~February of28, ~~1934~~2013, asForms ~~amended~~5 (and any amendments thereto furnished to us with respect to the ~~“Exchange~~year ~~Act”). Accordingly~~ended February 28, 2013, and the representations made by the reporting persons to us, we believe that during the year ended February 28, 2013, our executive officers, and directors, and ~~principal~~all ~~stockholders~~persons ~~are~~who own more than ten percent of a registered class of our equity securities have not ~~subject~~yet tocomplied ~~the~~with ~~beneficial~~all ~~ownership~~Section ~~reporting~~16(a) filing requirements. ofHowever, Company Officers and Directors are working to become compliant with Section 16(a) and the Company expects to become fully compliant by the completion of the ~~Exchange~~next ~~Act~~fiscal year end.

Item 11.

Executive Compensation

The particulars of the compensation paid to the following persons:

our principal executive officer;
·each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended February 28, 2013 and February 29, 2012; and
~~each~~up ofto ~~our~~ two ~~most~~additional ~~highly~~individuals ~~compensated~~for ~~executive~~whom ~~officers~~disclosure ~~who~~would ~~were~~have been provided under (b) but for the fact that the individual was not serving as our executive ~~officers~~officer at the end of the years ended February 2928, ~~2012~~2013 and February 2829, ~~2011;~~2012, ~~and~~who we will collectively refer to as the named executive officers of our company,are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Wayne Yamamoto⁽¹⁾President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	2013 2012	8,000 Nil	Nil Nil	15,000,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	15,008,000 Nil
Patrick DeBlois⁽²⁾Former President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2013 2012	4,000 6,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	4,000 6,000
Eden Clark ⁽³⁾Former Secretary	2013 2012	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

~~up to two additional individuals for whom disclosure would have been provided under~~ (b1) Wayne ~~but~~Yamamoto ~~for~~is ~~the fact that the individual was not serving as~~ our ~~executive~~sole officer atand ~~the~~director ~~end~~as of ~~the~~November ~~years ended February 29~~8, 2012 ~~and February 28, 2011,~~ .

~~who~~(2) Patrick weDeBlois ~~will~~was ~~collectively refer to as the named executive officers of~~ our ~~company~~president, ~~are~~chief ~~set~~executive ~~out in the following summary compensation table~~officer, ~~except~~chief ~~that~~financial ~~no disclosure is provided for any named executive~~ officer, ~~other~~treasurer ~~than~~and ~~our~~director ~~principal~~from ~~executive~~October ~~officers~~27, ~~whose~~2010 ~~total~~to ~~compensation~~November ~~did not exceed $100~~8,~~000~~ ~~for the respective fiscal year:~~2012.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Patrick DeBlois (1)President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2012 2011	Nil 6,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 6,000
Eden ClarkSecretary	20122011	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(3) Eden Clark was our secretary from December 15, 2010 to November 8, 2012.

(1)

Patrick DeBlois was appointed as president, chief executive officer, chief financial officer, treasurer and director of our company on October 27, 2010.

(2)

Eden Clark was appointed as secretary of our company on December 15, 2010.

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended February 2928, ~~2012~~2013 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended February 2928, ~~2012~~2013.

15 Option Exercises

During our fiscal year ended February 2928, ~~2012~~2013 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 22, ~~2012~~2013, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1) (#)	Percent of Class (2) (%)
Patrick DeBlois (3)848 N. Rainbow Blvd., #3550 Las Vegas, Nevada	77,000,000	45.45
Wayne Yamamoto (3)848 N. Rainbow Blvd., #3550 Las Vegas, Nevada 89107	30,000,000	23.2
Eden Clark (4)848 N. Rainbow Blvd., #3550 Las Vegas, Nevada	Nil	0
All Officers and Directors as a Group (1 Person)	30,000,000	23.2
All Officers and Directors as a Group (1 Person)	77,000,000	45.45
Dos Lagos Limited Dammstrasse 25 8708 Mannedorf	6,930,000	5.36
Nevada Minerals Holdings, Inc. 2368 Second Ave 3 Fl San Diego, CA 92101	7,000,000	5.41

(1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

~~The~~(2) Based ~~number~~on ~~and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules~~129,400,000 ~~beneficial~~issued ~~ownership includes any shares as to which the individual has sole or shared voting power or investment power~~ and ~~also~~outstanding ~~any~~ shares ~~which the individual has the right to acquire within 60 days through the exercise~~ of ~~any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of~~ common stock ~~shown~~ as ~~beneficially~~of ~~owned~~July ~~by them~~30, ~~subject to community property laws where applicable and the information contained in the footnotes to this table~~2013.

(23) Wayne Yamamoto is our sole officer and director.

Based on 169,400,000 issued and outstanding shares of common stock as of May 22, 2012.

(3)

Patrick DeBlois is our company’s president, chief executive officer, chief financial officer, treasurer and director.

(4)

Eden Clark is our company’s secretary.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended February 2928, ~~2012~~2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of ~~Patrick~~Wayne ~~DeBlois~~Yamamoto. We have determined that our directors are not “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.

Principal Accountant Fees and Services

		Year Ended February 29, 2012		Year Ended February 28, 2011
		Year Ended February 28, 2013		Year Ended February 29, 2012
Audit fees	$	11,000	$	1711,000
Audit-related fees	$	Nil	$	Nil
Tax fees	$	Nil	$	Nil
All other fees	$	Nil	$	Nil
Total	$	11,000	$	1711,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

1617

PART IV

Item 15.

Exhibits, Financial Statement Schedules


(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 filed on April 27, 2006)
3.2	Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 filed on April 27, 2006)
3.3	Articles of Merger dated June 17, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on July 16, 2010)
3.4	Articles of Merger dated March 26, ~~2012~~2013 (Incorporated by reference to our Current Report on Form 8-K filed on April 18, ~~2012~~2013)
3.5	Certificate of Change dated April 11, ~~2012~~2013 (Incorporated by reference to our Current Report on Form 8-K filed on April 18, ~~2012~~2013)
(14)	Code of Ethics
14.1*	Code of Ethics and Business Conduct
14.1	Code of Ethics and Business Conduct
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
101	Interactive Data File
101**	Interactive Data File
101.INS	XBRL Instance Document
101.INS101.SCH101.CAL101.DEF101.LAB101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	USA GRAPHITE INC.
Date: June 13, 2012	/s/ Patrick DeBlois
Date: July 31, 2013	/s/ Wayne Yamamoto
	Patrick DeBlois
	Wayne Yamamoto
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: June 13, 2012	/s/ Patrick DeBlois
Date: July 31, 2013	/s/ Wayne Yamamoto
	Patrick DeBlois
	Wayne Yamamoto
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1819

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