UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 30~~ May 31, ~~2012~~2013

☐ o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT ~~OF 1934~~

For the transition period from ~~______~~_________ to ~~_______~~_________

Commission File Number: ~~333~~000-~~161868~~52044

USA GRAPHITE INC.

(~~Exact~~Name ~~name~~ of ~~registrant as~~Small ~~specified~~Business Issuer in its charter)

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

848 N. Rainbow Blvd. #3550

Las Vegas, Nevada 89107

(Address of principal executive offices)

(603) 525-3380

~~(Registrant~~Issuer’s telephone number)

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~~ past 12 months (or for such shorter period that the registrant was ~~required~~require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

~~☑Yes ☐~~Indicate Noby 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. (Check one):

~~Indicate~~Large byaccelerated ~~check mark~~filer o Accelerated ~~whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~filer o Non-Taccelerated ~~(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐Yes~~filer o ~~☐ No~~Smaller ~~(Not~~reporting ~~required)~~company þ

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~the~~defined ~~definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"~~ in Rule 12b-2 of the Exchange Act). Yes o No þ

~~Large Accelerated~~APPLICABLE ~~Filer ☐ Accelerated~~ONLY ~~Filer ☐~~ TO CORPORATE ISSUERS

~~Non-Accelerated~~As ~~Filer ☐ Smaller~~of ~~Reporting~~August ~~Company ☑~~7, 2013 the registrant had 129,400,000 shares of common stock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

As of November 30, 2012, there were 169,400,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

USA GRAPHITE INC.

~~TABLE~~Table OFof ~~CONTENTS~~Contents

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4.	CONTROLS AND PROCEDURES	13
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	14
ITEM 1A.	RISK FACTORS	14
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	16


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3. Quantitative and Qualitative Disclosures About Market Risk .	6
Item 4 Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3. Defaults Upon Senior Securities.	7
Item 4. Submission of Matters to a Vote of Security Holders.	7
Item 5. Other Information.	7
Item 6. Exhibits	7
SIGNATURES	8

~~Special Note Regarding Forward-Looking Statements~~2

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of USA Graphite Inc. (the “Company”), 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 future plans, strategies and expectations of the Company, are generally identifiable by 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 these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has 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.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "USGT" refers to USA Graphite Inc.

PART I - FINANCIAL INFORMATION

~~ITEM~~Safe 1.Harbor ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Statement

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2012
Unaudited
CONSOLIDATED BALANCE SHEETS	F-1
CONSOLIDATED STATEMENTS OF OPERATIONS	F-2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	F-3
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-4
NOTES TO FINANCIAL STATEMENTS	F-5

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
		November 30, 2012		February 29, 2012
		Unaudited		Audited
ASSETS
CURRENT ASSETS
Cash	$	12	$	2,935
Prepaid Expenses		2,200		5,912
TOTAL ASSETS	$	2,212	$	8,847
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	30,607	$	15,880
Note Payable		42,232		40,808
Loans from Related Party		109,544		91,931
TOTAL CURRENT LIABILITIES	$	182,383	$	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
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		(245,171)		(204,772)
TOTAL STOCKHOLDERS' DEFICIT	$	(180,171)	$	(139,772)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,212	$	8,847
The accompanying notes are an integral part of these financial statements

Item 1. Financial Statements

~~F-1~~The unaudited interim financial statements of USA GRAPHITE INC. (the “Company”, “Magnum Oil”, “we”, “our”, “us”) follow. All currency references in this report are in U.S. dollars unless otherwise noted.

USA GRAPHITE INC.
(Formerly MAGNUM OIL, INC.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
										Inception date
		Three months		Three months		Nine months		Nine months		(December 13, 2005)
		ended		ended		ended		ended		to
		November 30, 2012		November 30, 2011		November 30, 2012		November 30, 2011		November 30, 2012
EXPENSES
Office and general	$	6,448	$	3,650	$	11,040	$	18,841	$	71,262
Professional Fees		5,044		8,970		27,934		22,757		101,150
Total Expenses	$	11,492	$	12,620	$	38,974	$	41,598	$	172,412
Operating Loss		(11,492)		(12,620)		(38,974)		(41,598)		(172,412)
Other losses
Interest expense		(475)		(470)		(1,425)		(1,420)		(4,549)
Foreign Currency transaction loss		-		-		-				(120)
Net loss		(475)		(470)		(1,425)		(1,420)		(4,669)
Net Loss from continued operations		(11,967)		(13,089)		(40,399)		(43,017)		(177,081)
Discontinued Business		-		-		-		-		(151,510)
Forgiveness of Debt		-		-		-		-		83,420
Total other Expenditure		-		-		-		-		(68,090)
NET LOSS	$	(11,967)	$	(13,089)	$	(40,399)	$	(43,017)	$	(245,171)
BASIC AND DILUTED LOSS PER COMMON SHARE - DISCONTINUED OPERATION
	$	-	$	-	$	-	$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
	$	169,400,000	$	169,400,000		169,400,000		169,400,000
The accompanying notes are an integral part of these financial statements

The accompanying Financial Statements of USA GRAPHITE INC. should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended February 28, 2013. Significant accounting policies disclosed therein have not changed except as noted below.

~~F-2~~USA GRAPHITE INC. (Formerly MAGNUM OIL, INC.) (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS May 31, 2013 Audited CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO 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 November 30, 2012
Unaudited
							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	$	(104,400)	$	(204,772)	$	-	$	(139,772)
Net Loss, November 30, 2012							(40,399)				(40,399)
Balance, November 30, 2012	169,400,000	$	169,400	$	(104,400)	$	(245,171)	$		$	(180,171)

F-3


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

		May 31, 2013		February 28, 2011
				Audited
ASSETS
CURRENT ASSETS
Cash	$	-	$	-
Prepaid Expenses		16,506		-
		16,506		-
FIXED ASSETS		3,780,000		3,780,000

TOTAL ASSETS	$	3,796,606	$	3,780,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	27,986	$	24,141
Note Payable		43,167		42,692
Loans from Related Party		162,571		129,841
TOTAL CURRENT LIABILITIES	$	233,723	$	196,674

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	$	129,400
Additional Paid in Capital		18,715,600		18,715,600
Deficit accumulated during the development stage		(15,282,217)		(15,261,674)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)	$	3,562,783	$	3,583,326
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	3,796,506	$	3,780,000

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 CASH FLOWS
Unaudited
			Nine months		Nine months		December 13, 2005
			ended		ended		(date of inception) to
			November 30, 2012		November 30, 2011		November 30, 2012
OPERATING ACTIVITIES
	Net loss	$	(40,399)	$	(43,017)	$	(245,171)
	Adjustment to reconcile net loss to net cash
	used in operating activities
	Forgiveness of debt						(83,420)
	Depreciation		-		-		2,825
	Loss on Disposition of Assets		-		-		4,607
	Increase in Prepaid Expenses		3,712		(3,746)		(2,200)
	Foreign Transaction loss		-		-		696
	Increase (decrease) in accrued expenses		14,727		(6,961)		114,029
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
		$	(21,960)	$	(53,724)	$	(208,634)
INVESTING ACTIVITIES
	Purchase of fixed assets		-		-		(11,468)
	Disposition of fixed assets		-		-		3,337
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		1,425		1,420		42,233
	Loan from related party		17,612		58,950		109,544
NET CASH PROVIDED BY FINANCING ACTIVITIES
		$	19,037	$	60,370	$	216,777
NET INCREASE (DECREASE) IN CASH		$	(2,923)	$	6,645	$	12
CASH, BEGINNING OF PERIOD		$	2,935	$	2,819	$	-
CASH, END OF PERIOD		$	12	$	9,464	$	12
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-

F-1

F-4


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

CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited

						Cumulative results
		3 months		3 months		from inception
		ended		ended		(December 13, 2005) to
		May 31, 2013		May 31, 20122		May 31, 2013
EXPENSES

Office and general	$	8,224	$	1,885	$	15,087,793
Professional Fees		11,845		15,975		120,732
Total Expenses	$	20,069	$	17,860	$	15,214,525

Operating Loss		(20,069)		(17,860)		(15,208,525)

Other Losses
Interest Expense		(475)		(475)		(5,483)
Foreign Currency transaction loss		-		-		(120)
Net Loss		(475)		(475)		(5,602)
Net Loss from continued operations		(20,543)		(18,335)		(15,214,127)

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


NET LOSS	$	(20,543)	$	(18,335)	$	(15,282,217)

BASIC AND DILUTED LOSS PER COMMON SHARE - DISCONTINUED OPERATION
	$	-	$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

		129,400,000		169,400,000

The accompanying notes are an integral part of these financial statements

~~USA GRAPHITE INC.~~F-2

(A Development Stage Enterprise)

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (December 13, 2005) to May 31, 2013
Unaudited

							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	$	(104,400)	$	(204,772)	$	-	$	(139,722)
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
Net Loss, May 31, 2013							(20,543)		-		(20,543)
Balance	129,400,000		129,400		18,715,600		(15,282,217)		-		3,562783

~~NOTES~~The TOaccompanying ~~THE~~notes ~~UNAUDITED~~are ~~CONSOLIDATED~~an ~~FINANCIAL~~integral ~~STATEMENTS~~part of these financial statements

~~November 30, 2012~~F-3

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


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

CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
			3 months		3 months		December 13, 2005
			ended		ended		(date of inception) to
			May 31, 2013		May 31, 2012		May 31, 2013

OPERATING ACTIVITIES
	Net loss	$	(20,543)	$	(18,335)	$	(15,282,217)
	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
	Loss on Disposition of Assets		-		-		4,607
	Increase in Prepaid Expenses		(16,506)		2,663		(16,506)
	Foreign Transaction loss		-		-		696
	Increase (decrease) in accrued expenses		3,845		10,852		111,408

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		$	(33,205)	$	(4,820)	$	(262,608)

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		475		475		43,167
	Loan from related parties		32,730		1,500		162,572
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	33,205	$	1,975	$	270,739

NET INCREASE ( DECREASE) IN CASH		$	-	$	(2,845)	$	-

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

CASH, END OF PERIOD		$	-	$	90	$	-

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

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.F-4

~~The Company~~USA ~~operated~~GRAPHITE ~~through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation~~INC.

~~The Company~~(A ~~decided~~Development toStage ~~cease the operation of subsidiary in January 2011.~~Enterprise)

~~USA GRAPHITE,~~NOTES ~~INC.~~TO ~~(the~~THE ~~parent~~UNAUDITED ~~company)~~CONSOLIDATED isFINANCIAL ~~now a holding company.~~STATEMENTS

~~NOTE 2~~May -31, ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~2013

~~Basis of~~NOTE ~~Accounting~~1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~The~~ USA GRAPHITE, INC. (Formerly MAGNUM OIL, INC.) (the “Company’s”) ~~financial~~was ~~statements~~incorporated ~~are~~under ~~prepared~~the ~~using~~laws of the ~~accrual~~State ~~method~~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 ~~accounting~~its business plan. The Company has ~~elected~~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 ~~February~~Malaysian ~~year-end~~Corporation. The Company decided to cease the operation of subsidiary in January 2011. USA GRAPHITE, INC. (the parent company) is now a holding company.

~~Cash Equivalents~~NOTE 2 - 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. Mineral 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.

~~Use of~~NOTE ~~Estimates~~2 ~~and~~– ~~Assumptions~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~The preparation~~If ofthe ~~financial~~Company ~~statements~~does innot ~~conformity~~continue with ~~generally~~exploration ~~accepted~~after ~~accounting~~the ~~principles~~completion ~~requires~~of ~~management~~the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to ~~make~~mining ~~estimates~~ costs including related property and ~~assumptions~~equipment ~~that~~costs. ~~affect~~To ~~the~~determine ~~reported~~if ~~amounts~~these costs are in excess of ~~assets~~their ~~and~~recoverable ~~liabilities~~amount ~~and~~periodic ~~disclosure~~evaluation of ~~contingent~~carrying ~~assets~~value of capitalized costs and ~~liabilities at~~any ~~the~~related ~~date~~property ofand ~~the~~equipment ~~financial~~costs ~~statements~~are based upon expected future cash flows and/or ~~the~~estimated ~~reported~~salvage ~~amounts~~value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of ~~revenues~~Long-Lived ~~and~~Assets. ~~expenses~~Recent ~~during~~Accounting Pronouncements The company has evaluated all the ~~reporting~~recent ~~period.~~accounting ~~Actual results~~pronouncements ~~could~~and ~~differ~~believes ~~from~~that ~~those~~none ~~estimates.~~of them will have a material effect on the company’s financial statement.

~~Stock-Based Compensation~~NOTE 3 – GOING CONCERN

The Company’s ~~records~~financial ~~stock-based~~statements ~~compensation~~are prepared in accordance with ~~ASC~~generally ~~718,~~accepted ~~Compensation~~accounting –principles ~~Stock~~applicable ~~Based~~to ~~Compensation,~~a ~~using~~going concern. This contemplates the ~~fair~~ ~~value~~realization ~~method.~~of ~~All~~assets ~~transactions~~and the liquidation of liabilities in ~~which~~the ~~goods~~normal orcourse ~~services~~of ~~are~~business. Currently, the ~~consideration~~Company ~~received~~has ~~for~~a ~~the~~working ~~issuance~~capital deficit of ~~equity~~$217,217, ~~instruments are~~an ~~accounted~~accumulated ~~for~~deficit ~~based~~of on$15,282,217 ~~the~~and ~~fair~~net ~~value~~loss from operations since inception of ~~the~~$15,282,217. The ~~consideration~~Company ~~received~~does ornot ~~the~~have ~~fair~~a ~~value~~source of ~~the~~revenue ~~equity~~sufficient ~~instrument~~to ~~issued,~~cover ~~whichever is~~its ~~more~~operation ~~reliably~~costs ~~measurable.~~giving ~~Equity~~substantial ~~instruments~~doubt ~~issued~~for it to ~~employees~~continue ~~and~~as a going concern. The Company will be dependent upon the ~~cost~~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 ~~services~~Company ~~received~~will be successful in either situation in order to continue as ~~consideration~~a ~~are measured~~going ~~and~~concern. The ~~recognized~~Company ~~based~~is onfunding ~~the~~its ~~fair~~initial ~~value~~operations ofby ~~the~~way ~~equity~~of ~~instruments~~issuing ~~issued~~Founder’s shares.

~~Recent Accounting~~The ~~Pronouncements~~officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs

~~The company~~NOTE ~~has~~4 ~~evaluated~~- ~~all~~FAIR ~~the~~VALUE ~~recent~~OF ~~accounting~~FINANCIAL ~~pronouncements and believes that none of them will have a material effect on the company’s financial statement.~~INSTRUMENTS

FThe 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-5term maturity of the instruments.

~~NOTE 3 – GOING CONCERN~~F-5

~~The Company’s~~NOTE ~~financial~~5 ~~statements~~- ~~are~~MINING ~~prepared~~OPTION inAGREEMENT ~~accordance~~On ~~with~~November ~~generally~~19, ~~accepted~~2012, ~~accounting~~the ~~principles~~Company ~~applicable~~entered tointo a ~~going~~ ~~concern~~Property Option Agreement with Nevada Minerals Holdings, Inc. ~~This~~Pursuant ~~contemplates~~to the ~~realization~~terms and conditions of ~~assets~~the ~~and~~Option Agreement, NV Minerals shall grant the ~~liquidation~~Company with the right and option to acquire 100% of ~~liabilities~~the mining interests in that certain Property known as the ~~normal~~Blue ~~course~~Wing Mountains Graphite Project which is comprised of ~~business~~a total 1,985 acres and is located in Pershing County of the State of Nevada. ~~Currently~~ In order to exercise the Option, the Company ~~has~~shall abe ~~working~~required ~~capital~~to: ~~deficit~~(i) pay an initial cash payment of $~~180~~50,~~171~~000 to NV Minerals; (ii) issue an aggregate 5,000,000 restricted shares of the Company’s common stock to NV Minerals; (iii) pay an ~~accumulated~~additional ~~deficit~~aggregate payment of $~~245~~450,~~171~~000 over a three (3) year period; and ~~net~~(iv) ~~loss~~pay ~~from~~a ~~operations since~~Royalty ~~inception~~to NV Minerals equal to 2% of ~~$245~~the net smelter returns,~~171~~ per the terms and conditions of the Option Agreement. The Company ~~does~~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 ~~source~~one-time right to purchase 50% of ~~revenue~~the ~~sufficient~~Royalty in the Property for $500,000. Pursuant to ~~cover~~the ~~its~~Option ~~operation~~Agreement, ~~costs~~NV ~~giving~~Minerals ~~substantial doubt~~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. On December 7, 2012, the Company entered into an Option Agreement with Nevada Minerals Holdings, Inc. Pursuant to ~~continue~~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 ~~going~~total ~~concern~~of 206 acres and is located in Elko County of the State of Nevada. ~~The~~In exchange, the Company ~~will~~is berequired ~~dependent~~to: ~~upon~~(i) ~~the~~pay ~~raising~~an aggregate payment of ~~additional~~200,000 ~~capital~~over ~~through~~a ~~placement~~ 4 year period to NV Minerals; (ii) issue an aggregate of ~~our~~2,000,000 restricted shares of the Company’s common stock into ~~order~~NV Minerals; and (iii) pay a production royalty to ~~implement~~NV ~~its~~Minerals ~~business~~equal ~~plan~~to 2% of the net smelter returns, orper ~~merge~~the terms and conditions of the Agreement. On January 14, 2013, the Company entered into a Letter of Intent (the “LOI”) with anNevada ~~operating~~Minerals ~~company~~Holdings, Inc. ~~There~~(“NV ~~can~~Minerals”). bePursuant noto ~~assurance~~the ~~that~~ terms and conditions of the LOI, NV Minerals shall grant the Company ~~will~~with bethe ~~successful~~right inand ~~either~~option ~~situation~~(the “Option”) to acquire one hundred percent (100%) of the mining interests in ~~order~~that tocertain ~~continue~~Property known as the Ruby Mountains Graphite Property (the “Property”) which is comprised of a ~~going~~total ~~concern~~of approximately Seven Hundred and Eighty Five acres (785 acres) and is located in Elko County of the State of Nevada. ~~The~~In exchange, the Company is ~~funding~~required ~~its~~to: (i) pay an initial ~~operations~~ bycash ~~way~~payment of ~~issuing~~twenty ~~Founder~~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.

~~The officers~~NOTE ~~and~~6 ~~directors~~- ~~have~~WARRANTS ~~committed~~AND ~~to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs~~OPTIONS

~~NOTE 4~~There -are ~~FAIR~~no ~~VALUE~~warrants OFor ~~FINANCIAL~~options ~~INSTRUMENTS~~outstanding to acquire any additional shares of common.

~~The Company~~NOTE ~~has~~7 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~~NOTE ~~of the instruments.~~PAYABLE

~~NOTE~~ As of May 31, 2013, there is a Note Payable of $43,167 (42,692 as of February 28, 2013) at 5% -interest, ~~WARRANTS~~which ~~AND~~was ~~OPTIONS~~repayable on June 7, 2011. As of May 31, 2013, it had not been paid and is overdue. The Company continued to accrue interest payable at 5% interest.

~~There are~~NOTE no8 ~~warrants~~– orDIRECTOR’S ~~options outstanding to acquire any additional shares of common.~~FEES

~~NOTE 6~~Fees -of ~~DIRECTOR'S~~$500 ~~FEES~~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.

~~Fees of~~NOTE ~~$500~~9 ~~per~~- ~~month~~RELATED ~~have~~PARTY ~~been recorded for the remuneration of the previous director and $2,000 per month for the current director from November 2012.~~TRANSACTIONS

~~NOTE 7~~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. Smith 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 ~~RELATED~~and ~~PARTY~~can ~~TRANSACTIONS~~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. 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).

~~As of November 30, 2012, there is a total of $109,544 that has been forwarded by officers of the Company; no specific repayment terms have been established.~~ F-6

NOTE 8 -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: May 31, 2013 Net operating loss carryforwards $15,282,217 Gross deferred tax assets $ 5,348,776 Valuation allowance $ (5,348,776) Net deferred tax assets $ 0

~~The components~~Realization of ~~the Company’s~~ deferred tax ~~asset~~assets ~~and~~is ~~reconciliation~~dependent ofupon ~~income~~sufficient ~~taxes~~future ~~computed~~taxable atincome during the ~~statutory~~period ~~rate~~that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income ~~tax~~is ~~amount~~uncertain, ~~recorded~~the asCompany ofrecorded ~~are~~a asvaluation ~~follows:~~allowance.

	November 30, 2012
Net operating loss carryforwards	$ 245,171
Gross deferred tax assets	$ 85,810
Valuation allowance	$ (85,810)
Net deferred tax assets	$ 0

NOTE 11 - NET OPERATING LOSSES

As of May 31, 2013, the Company has a net operating loss carryforwards of approximately $15,282,217. Net operating loss carryforward expires twenty years from the date the loss was incurred.

~~Realization~~ 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 ~~deferred~~the ~~tax~~consideration ~~assets~~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 ~~dependent~~more ~~upon~~readily ~~sufficient~~determinable. ~~future~~On ~~taxable~~December ~~income~~14, ~~during~~2005, the ~~period~~company ~~that~~issued ~~deductible~~a ~~temporary~~total ~~differences~~ 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 ~~carryforwards~~Cheryl Lim Phaik Suan, all of whom are ~~expected~~officers and directors of the company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 8,800,000 share 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 beapproximately ~~available~~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 restroactively adjusted for all periods presented. On August 28, 2012 the company amended the authorized common shares from 175,000,000 to ~~reduce~~800,000,000 ~~taxable~~common ~~income~~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 May 31, 2013, the ~~achievement~~Company had 129,400,000 shares of ~~required~~common ~~future~~stock ~~taxable~~issued ~~income is~~and ~~uncertain~~outstanding. NOTE 13 – STOCKHOLDERS’ EQUITY The stockholders’ equity section of the Company contains the following classes of capital stock as at May 31, 2013: Common stock, $0.001 par value: 800,000,000 shares authorized; 129,400,000 shares issued and outstanding. Preferred stock, $0.001 NOTE 14 – SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events, the Company ~~recorded~~has aevaluated ~~valuation~~subsequent ~~allowance~~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-67

~~NOTE 9~~Item -2. ~~NET~~Management’s ~~OPERATING~~Discussion ~~LOSSES~~and Analysis of Financial Condition and Results of Operations

As This section of ~~November~~this 30report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, ~~2012~~expect, ~~the~~estimate, ~~Company~~anticipate, ~~has~~intend, aproject ~~net~~and ~~operating~~similar ~~loss~~expressions ~~carryforwards~~or ofwords ~~approximately~~which, ~~$245~~by their nature,~~171~~ refer to future events. You ~~Net~~should ~~operating~~not ~~loss~~place ~~carryforward expires~~undue ~~twenty~~certainty ~~years~~on ~~from~~these forward-looking statements, which apply only as of the date ~~the~~of ~~loss~~this ~~was~~report. These ~~incurred~~forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~NOTE 10~~Results -of ~~STOCK TRANSACTIONS~~Operations

~~Transactions, other~~Our ~~than~~financial ~~employees’~~statements ~~stock~~and ~~issuance,~~information ~~are~~for inthe ~~accordance~~three ~~with~~months ~~ASC~~ended May ~~505.~~31, ~~Thus~~2013 have ~~issuances~~been ~~shall~~prepared beby ~~accounted~~our ~~for~~Management ~~based~~ on ~~the fair~~a ~~value~~going ofconcern ~~the~~basis, ~~consideration~~which ~~received.~~contemplates ~~Transactions~~the ~~with~~realization ~~employees’~~of ~~stock~~assets ~~issuance~~and ~~are~~the insettlement ~~accordance~~of ~~with~~liabilities ~~ASC~~and ~~718.~~commitments ~~These issuances~~in ~~shall~~the benormal ~~accounted~~course ~~for~~of ~~based~~business. We generated onno revenues during the three months ~~fair~~ended May ~~value~~31, of2013 ~~the~~and have ~~consideration~~incurred ~~received~~total ornet ~~the~~losses ~~fair value~~ of ~~the equity instruments issued~~$15,282,217 orfrom ~~whichever~~inception isto ~~more~~May ~~readily~~31, ~~determinable~~2013.

~~On December~~Three ~~14,~~months ~~2005,~~Ended May ~~the company issued a total of 22~~31,~~000,000~~ ~~shares~~2013 ofcompared ~~$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.~~Three ~~Jasmin~~months ~~Jayaseelan~~Ended May ~~and Mr. Jefferi Jayaseelan received 8~~31,~~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.~~2012

~~In August~~We ~~2006,~~incurred ~~the~~net ~~company~~losses ~~completed~~of an$20,543, ~~offering~~or of$0.00 ~~shares~~per ofshare, for ~~common~~the ~~stock~~three-month inperiod ~~accordance~~ended May ~~with~~31, an2013, ~~SB-2~~as ~~registration~~compared ~~statement~~to ~~declared effective~~net bylosses ~~the~~of ~~Securities~~$18,335, ~~and~~or ~~Exchange~~$0.00 ~~Commission~~per onshare, for the three-month period ended May 431, ~~2006~~2012. The ~~company~~increase ~~sold~~was ~~26,400,000~~mainly ~~shares~~attributed ofto ~~common~~an ~~stock,~~increase ~~par~~in ~~value~~ office and general ($~~0.001~~8,224 at– a2013 ~~price~~compared ofto $~~0.0227~~1,885 ~~per~~– ~~share~~2012). Our toother ~~approximately~~expenses 32for ~~investors.~~the ~~The~~three-month ~~aggregate~~period ~~offering~~ended ~~price~~May ~~for~~31, ~~the~~2013 ~~offering~~consisted ~~closed~~of ~~in August~~professional ~~2006~~fees ~~was~~ ($6011,~~000,~~845 ~~all~~- of2013 ~~which~~compared ~~was~~to ~~collected~~$15,975 ~~from~~– ~~the offering~~2012).

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

~~On April~~At 17May 31, ~~2012~~2013, ~~the~~we ~~company~~had ~~received~~total ~~approval~~assets ~~from FINRA for a forward slit~~ of $3~~.5:1.~~,796,506 ~~All~~which ~~share~~consisted ~~amounts~~of ~~have~~prepaid ~~been~~expenses ~~retroactively adjusted~~and ~~for~~fixed ~~all periods presented~~assets.

~~On August~~Our ~~28,~~accounts ~~2012~~payable ~~the~~at May ~~company~~31, ~~amended~~2013 ~~the~~were ~~authorized~~$27,986. In ~~common~~addition, ~~shares~~we have loans from ~~175,000,000~~related toparty ~~800,000,000~~due ~~common~~in ~~shares~~the amount of $0162,571.~~001~~ This ~~per~~loan ~~share. On~~balance ~~the~~is ~~same~~non-interest ~~day~~bearing, ~~the~~unsecured ~~company~~and ~~authorized~~has ~~10,000,000~~no ~~preferred~~fixed ~~shares,~~terms ~~par~~of ~~value $0~~repayment.~~001~~ We ~~per~~also ~~share.~~have ~~None~~notes ~~were~~payable ~~previously~~in ~~authorized~~the amount of $43,167.

~~As of~~There ~~November~~are 30currently no options, ~~2012~~warrants, ~~the~~rights ~~Company~~or ~~had~~other ~~169,400,000~~securities ~~shares~~conversion ofrights ~~common stock~~ issued and/or outstanding.

~~NOTE 11~~ Off-Balance ~~STOCKHOLDERS’~~Sheet ~~EQUITY~~Arrangements

~~The stockholders’~~We ~~equity~~have ~~section~~no ofsignificant ~~the~~off-balance ~~Company~~sheet ~~contains~~arrangements ~~the~~that ~~following~~have ~~classes~~or ofare ~~capital~~reasonably ~~stock~~likely asto athave ~~November~~a ~~30,~~current ~~2012:~~or ~~Common~~future ~~stock~~effect on our financial condition, $changes ~~0.001~~in ~~par~~financial ~~value:~~condition, ~~175~~revenues or expenses,~~000,000~~ ~~shares~~results ~~authorized; 169~~of operations,~~400~~ liquidity,~~000~~ ~~shares~~capital ~~issued~~expenditures ~~and~~or ~~outstanding~~capital resources that is material to stockholders.

~~No preferred shares have been authorized or issued.~~5

~~F-7~~Inflation

~~NOTE 12~~The -amounts ~~SUBSEQUENT~~presented ~~EVENTS~~in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

~~On November~~Item 19, 2012, the Company entered into a Property Option Agreement with Nevada Minerals Holdings, 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; (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~~Quantitative ~~Company will~~And ~~also~~Qualitative ~~provide~~Disclosures ~~funds~~Of ~~for~~Market 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.Risk

~~On December~~We 7,are ~~2012,~~a ~~the~~non-accelerated ~~Company~~filer ~~entered~~and ~~into~~a ansmaller ~~Option~~reporting ~~Agreement with Nevada Minerals Holdings~~company, ~~Inc.~~as ~~Pursuant~~defined toin ~~the~~Rule ~~terms~~12b-2 ~~and conditions~~ of the ~~Agreement, NV Minerals shall grant the Company with the right and option to acquire 100%~~ of the ~~mining~~Securities ~~interests~~Exchange inAct ~~that certain Property known as the Gordon Creek Graphite Property which is comprised~~ of a1934, ~~total of 206 acres~~ and isas ~~located in Elko County of the State of Nevada. In exchange~~such, ~~the~~are ~~Company~~not is required to: ~~(i)~~provide ~~pay an aggregate payment of 200,000 over a 4 year period to NV Minerals; (ii) issue an aggregate of 2,000,000 restricted shares of~~ the ~~Company’s~~information ~~common~~under ~~stock~~this ~~to NV Minerals; and (iii) pay a production royalty to NV Minerals equal to 2% of the net smelter returns, per the terms and conditions of the Agreement~~item.

OnItem ~~December 10, 2012, the Company entered into an Employment Agreement with Wayne Yamamoto~~4. ~~Pursuant~~Controls ~~to the Agreement, Mr. Smith 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~~Procedures. ~~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.~~

~~On January~~Evaluation ~~14, 2013,Company entered into a Letter~~ of ~~Intent~~Disclosure ~~with~~Controls ~~Nevada Minerals Holdings, Inc. Pursuant to the terms~~ and conditions of the LOI, 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 Ruby Mountains Graphite Property which is comprised of a total of approximately 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 $25,000 to NV Minerals; (ii) issue an aggregate 4,615,000 restricted shares of the Company’s common stock to NV Minerals; (iii) pay an additional payment of $175,000 over a three (3) year period; and (iv) pay a production royalty to NV Minerals equal to 2% of the net smelter returns, per the terms and conditions of the LOI.Procedures

~~On December~~We 5maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the ~~company~~Securities ~~issued~~Exchange 7Act of 1934 (the "Exchange Act"),~~000~~ that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,~~000~~ ~~shares~~processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to ~~Nevada~~our ~~Minerals~~sole ~~holdings~~officer, ~~Inc~~as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for ~~which~~the year ended February 28, 2013, the ~~company~~sole ~~has~~officer ~~received~~concluded ~~full~~that ~~consideration~~our disclosure controls and procedures are ineffective.

~~F-8~~Changes in internal controls

~~ITEM~~We 2have not yet implemented any of the recommended changes to internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended February 28, 2013. As ~~MANAGEMENT'S~~such, ~~DISCUSSION~~there ~~AND~~were ~~ANALYSIS~~no OFchanges ~~FINANCIAL~~in ~~CONDITION~~our ORinternal ~~PLAN~~control OFover ~~OPERATION~~financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended May 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~4T. Controls and Procedures.

~~This~~Not Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statementsapplicable. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~Results of Operations~~6

~~Our~~PART ~~financial statements~~II ~~and~~– ~~information~~OTHER for the three and nine months ended November 30, 2012 have been prepared by our Management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We generated no revenues during the three and nine months ended November 30, 2012 and have incurred total net losses of $245,171 from inception to November 30, 2012. INFORMATION

~~Three months~~Item ~~Ended November~~1. ~~30,~~Legal ~~2012 compared to the Three months Ended November 30, 2011~~Proceedings.

WeNot ~~incurred net losses of $11,967, or $0~~applicable.00 per share, for the three-month period ended November 30, 2012, as compared to a net loss of $13,089, or $0.00 per share, for the three-month period ended November 30, 2011. The decrease was mainly attributed to reduced professional fees ($5,044 - 2012 compared to $8,970 – 2011). Our other expenses for the three-month period ended November 30, 2012 consisted of office and general expenses of $6,448 ($3,650 - 2011) and interest expense of $475 ($470 - 2011).

~~Nine~~Item ~~Months Ended November~~2. ~~30,~~Unregistered ~~2012~~Sales ~~compared~~of toEquity ~~the Nine~~Securities ~~Months~~and ~~Ended November~~Use ~~30,~~of ~~2011~~Proceeds.

~~We incurred net losses of $40,399, or $0~~None.00 per share, for the nine-month period ended November 30, 2012, as compared to a net loss of $43,017, or $0.00 per share, for the nine-month period ended November 30, 2011. The decrease was mainly attributed to reduced office and general expenses ($11,040 - 2012 compared to $18,841 – 2011). Our other expenses for the nine-month period ended November 30, 2012 consisted of professional fees in the amount of $27,934 ($22,757 - 2011), and interest expense of $1,425 ($1,420 - 2011).

~~Liquidity and~~Item ~~Capital~~3. ~~Resources~~Defaults Upon Senior Securities.

~~At November 30, 2012, we had total assets of $2,212 consisting of cash in the bank in the amount of $12 and prepaid expenses of $2,200~~None.

~~Our~~Item ~~accounts payable~~4. ~~and~~Submission ~~accrued~~of ~~liabilities~~Matters ~~at November~~to ~~30,~~a ~~2012~~Vote ~~were~~of ~~$30,607~~Security Holders.

~~There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding~~None.

~~Off-Balance Sheet~~Item ~~Arrangements~~5. Other Information.

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 is material to stockholdersNone.

~~Inflation~~Item 6. Exhibits

~~The~~Exhibit amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.Number

12Exhibit

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Description

We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item31.1

~~ITEM~~Certification 4.of ~~CONTROLS~~the ~~AND~~Chief ~~PROCEDURES~~Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~Evaluation of Disclosure Controls and Procedures~~32.1

WeCertification ~~maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act~~ of ~~1934~~Chief ~~(the~~Executive ~~"Exchange Act"),~~Officer ~~that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized~~ and ~~reported~~Chief ~~within~~Financial ~~the~~Officer ~~time~~pursuant ~~periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated~~ to ~~our~~18 ~~sole officer, as appropriate to allow timely decisions regarding required disclosure~~U.S.C. WeSection ~~carried out an evaluation~~1350, ~~under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures~~ as ofadopted ~~November 30,~~pursuant ~~2012. Based~~to onSection ~~the~~906 ~~evaluation~~ of ~~these disclosure controls and procedures, and in light of~~ the ~~material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10~~Sarbanes-KOxley ~~for~~Act ~~the~~of ~~year ended February 29, 2012, the sole officer concluded that our disclosure controls and procedures are ineffective.~~2002

~~Changes in internal controls~~EX-101.INS

WeXBRL ~~have~~Instance not yet implemented any of the recommended changes to internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended February 29, 2012. As such, there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended November 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Document

13EX-101.SCH

~~PART~~XBRL IITaxonomy -Extension ~~OTHER INFORMATION~~Schema

~~ITEM 1~~EX-101. ~~LEGAL PROCEEDINGS~~CAL

WeXBRL ~~know~~Taxonomy ofExtension noCalculation 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 our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.Linkbase

~~ITEM 1A~~EX-101. ~~RISK FACTORS~~LAB

~~Our~~XBRL ~~Annual~~Taxonomy ~~Report~~Extension onLabel ~~Form 10-K for the fiscal year ended February 29, 2012 includes a detailed discussion of our risk factors.~~Linkbase

~~ITEM 2~~EX-101. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~PRE

1.XBRL ~~Quarterly~~Taxonomy ~~Issuances:~~Extension Presentation Linkbase

~~During the quarter, we did not issue any unregistered securities other than as previously disclosed~~EX-101.DEF

2.XBRL ~~Subsequent~~Taxonomy ~~Issuances:~~Extension Definition Linkbase

~~Subsequent to the quarter, we issued the following unregistered securities:~~7

On December 5, 2012, we issued 5,000,000 restricted shares of the Company’s common stock to Nevada Minerals Holdings, Inc. pursuant to the Property Option Agreement entered into by the Company and Nevada Minerals Holdings, Inc. regarding the option to acquire the Blue Wings Mountain Graphite Property.SIGNATURES

OnIn ~~December 5,~~accordance ~~2012,~~with wethe ~~issued~~requirements ~~30,000,000~~of ~~restricted~~the ~~shares~~Exchange ofAct, the ~~Company’s~~registrant ~~common~~caused ~~stock~~this report to ~~Mr.~~be ~~Wayne~~signed ~~Yamamoto~~on its behalf by the undersigned, thereunto duly authorized.

On December 6, 2012, we issued 2,000,000 restricted shares of the Company’s common stock to Nevada Minerals Holdings, Inc. pursuant to the Property Option Agreement between USA Graphite, Inc. and Nevada Minerals Holdings, Inc. regarding the option to acquire the Gordon Creek Graphite Property.


	USA GRAPHITE INC.


Date: August 9, 2013	/s/ Wayne Yamamoto
	Wayne Yamamoto
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

148

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is not included in this quarterly report because it is not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description	Filed
3.1 (a)	Articles of Incorporation filed with the Nevada Secretary of State on December 13, 2005.	Incorporated by reference as Exhibits to the Form SB-2 filed on April 27, 2006.
3.1 (b)	Amendment to Articles of Incorporation filed with the Nevada Secretary of State on June 17, 2010.	Incorporated by reference as Exhibit to the Form 8-K filed on July 16, 2010.
3.1 (c)	Amendment to Articles of Incorporation filed with the Nevada Secretary of State on April 11, 2012.	Incorporated by reference as Exhibit to the Form 8-K filed on April 18, 2012.
3.1 (d)	Amendment to Articles of Incorporation filed with the Nevada Secretary of State on August 28, 2012.	Incorporated by reference as Exhibit to the Form 8-K filed on August 29, 2012.
3.2	Bylaws.	Incorporated by reference as Exhibits to the Form SB-2 filed on April 27, 2006.
10.01 (a)	Letter of Intent Between USA Graphite, Inc. and Nevada Minerals Holdings, Inc. Regarding the Option to Acquire the Ruby Mountains Graphite Property.	Incorporated by reference as Exhibits to the Form 8-K filed on January 15, 2013.
10.01 (b)	Employment Agreement Between USA Graphite, Inc. and Wayne Yamamoto.	Incorporated by reference as Exhibits to the Form 8-K filed on December 11, 2012.
10.01 (c)	Option Agreement Between USA Graphite, Inc. and Nevada Minerals Holdings, Inc. Regarding the Option to Acquire the Gordon Creek Graphite Property.	Incorporated by reference as Exhibits to the Form 8-K filed on December 10, 2012.
10.01(d)	Property Option Agreement Between USA Graphite, Inc. and Nevada Minerals Holdings, Inc. Regarding the Option to Acquire the Blue Wings Mountain Graphite Property.	Incorporated by reference as Exhibits to the Form 8-K filed on November 20, 2012.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
101.INS*	XBRL Instance Document.	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document.	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	USA GRAPHITE INC.
Date: January 22, 2013	/s/ Wayne Yamamoto
	By: Wayne Yamamoto
	Its: Chief Executive Officer Chief Financial Officer Treasurer, Secretary and Director

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Filing Compare · USA Graphite Inc.