SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 8, 2012
(Exact name of registrant as specified in its
|(State or other jurisdiction
||(Commission File Number)
848 N. Rainbow Blvd. #3550
Las Vegas, Nevada 89107
(Address, including zip code, and telephone
number, including area code,
of registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
in this current report and unless otherwise indicated, the terms “we,” “us,” “our,” the “Company”
and “USGT” refer to USA Graphite Inc.
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
November 8, 2012, Patrick DeBlois resigned from all positions with the Company, including but not limited to, that of President,
Chief Executive Officer, Chief Financial Officer, Treasurer and Director. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
November 8, 2012, Eden Clark resigned from all positions with the Company, including but not limited to that of, Secretary and
Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
November 8, 2012, Wayne Yamamoto was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary and Director.
biography for Mr. Yamamoto is set forth below:
Y. Yamamoto, brings over 30 years of successful leadership and innovation in the area of information technology, software
development and corporate financing. Mr. Yamamoto was the President of Call/Recall which is
the first company to develop and patent terabyte optical storage technology. As the CTO of W&W, Mr. Yamamoto led a team to
create the first interactive television system for the cable industry. At Quark, Mr. Yamamoto
was a member of a 5 man executive management team that led Quark to worldwide expansion, while maintaining industry high profit
margins. Mr. Yamamoto has also held executive positions or served as a board member of several
startups including ResTech, Sierra Medical, Photonic Storage Systems, Clareos, Arbor Software, and Solutions Technology.
1998, Mr. Yamamoto has been focused on investment banking and structuring financial transactions as the Managing Director of a
private investment fund, a director for First Wall Street Capital and as an independent consultant with experience in international
commodities trading (petroleum products and Iron Ore), technology, gaming, hospitality, entertainment and large commercial real
estate development. Mr. Yamamoto has complete deal making experience including:
- Public offerings
and reverse mergers
- Equity Capital
- Raised capital for over 30 companies through private placements including PSS, Uniloc, Intel, Leap Frog, Tempest, ResTech,
Tumbleweed, Clareos, Compliancy Group, S3i and Intel Corporation.
and Acquisitions with Conoco-Phillips, Shell and ExxonMobil in the sale of over 2,800 retail locations, Acquisition of Times
Square Stores for the Pritzker family of Chicago and the Schmidt Family of Germany.
- All stages
of commercial real estate development financing while a director at First Wall Street Capital.
Yamamoto has also established a non-profit foundation called Digital Wave to bring computer science education to underprivileged
kids of Hawaii.
are no party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
is no family relationship between Mr. Yamamoto and any of the
8.01 OTHER EVENTS
in Corporate Counsel
November 8, 2012, the Company engaged Zouvas Law Group, PC ("Zouvas Law Group")
to serve as the Companys new corporate counsel. During the period of the former counsel's engagement through November 8, 2012,
neither the Company nor anyone on its behalf consulted with Zouvas Law Group, P.C.
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|Date: November 13, 2012
||By: /s/ Wayne
||Chief Executive Officer|