8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2014

WESTERN GRAPHITE INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-54665	20-8055672
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1045 East Washington Street, Monticello, FL 32344

 (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: 850-270-2808

Hudson Bay Centre 2 Bloor Street East, Suite 3500, Toronto, Ontario M4W1A8 

 (Former name or former address, if changed since last report)

Prepared By:

Sunny J. Barkats, Esq.

JS Barkats, PLLC

18 East 41^st Street, 14^th Floor

New York, NY 10017

P: (646) 502-7001

F: (646) 607-5544

www.JSBarkats.com

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Section 4. Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of independent registered public accounting firm

On October 15, 2014, Western Graphite Inc. (the “Registrant”) notified George Stewart, CPA (the “Former Auditor”) that it has been dismissed for no cause as the Registrant’s independent registered public accounting firm effective as of the date of such notice. The dismissal of the Former Auditor was approved by the Registrant’s Board of Directors. The report of the Former Auditor on the Registrant’s financial statements for the years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the years ended December 31, 2013 and 2012 and through the date of dismissal of the Former Auditor, the Registrant has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Registrant’s financial statements for such years.

During the years ended December 31, 2013 and 2012 and through the date of dismissal of the Former Auditor, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Registrant has requested that our Former Auditor furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The Former Auditor has refused to furnish the Registrant with that letter.

New independent registered public accounting firm

On October 14, 2014 (the “Engagement Date”), the Registrant engaged RBSM LLP (“New Auditor”) as its independent registered public accounting firm for the Registrant’s fiscal year ending December 31, 2014. The decision to engage the New Auditor as the Registrant’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Registrant has not consulted with the New Auditor regarding either:

1. application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that the New Auditor concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or

2. any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 17, 2014, the Registrant’s board of directors concluded, from the board’s evaluation of the previously issued financial statements for the fiscal year ended December 31, 2013 and the financial statements for the interim periods ended March 31, 2013, June 30, 2013 and September 30, 2013 (collectively, the “Prior Financial Statements”), that the Prior Financial Statements cannot be relied upon due to the lack of evidence supporting the valuations of the amounts reported. The Registrant is still evaluating the reported amounts in the Prior Financial Statements and has not reached a conclusion as to the amended amounts that will be reported at this time.

The Registrant informed its independent registered public accounting firm, RBMS LLP, of the matters disclosed above, and the Registrant’s board of directors discussed these matters with RBSM LLP.

Section 5. Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2014, the Registrant entered into an employment agreement with David Wimberly, who became the Registrant’s Chief Executive Officer on August 26, 2014. Pursuant to the employment agreement, Mr. Wimberly is entitled to a monthly salary of $7,500 and he will be eligible for a bonus based upon criteria established by the Registrant’s board of directors (which criteria may be based upon the profitability and growth in valuation of the Registrant, among other criteria determined by the Registrant’s board). The employment agreement has an initial term of five years.

The Registrant will reimburse Mr. Wimberly for all reasonable expenses arising out of his employment that have been authorized prior to being incurred and with the provision of appropriate receipts. Mr. Wimberly will also receive an office expense allowance of $1,200 per month in support of the office space used by the Registrant located at 1045 East Washington Street, Monticello, Florida 32344.

Mr. Wimberly is subject to a non-solicitation clause under his employment agreement. Mr. Wimberly’s employment agreement does not provide for any payments upon a change of control.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
10.1	Employment Agreement, dated as of July 1, 2014, by and between the Registrant and David Wimberly

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2014	Western Graphite Inc.
	By:	/s/David Wimberly
		David Wimberly
		Chief Executive Officer

EX-10.1

Exhibit 10.1

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Employment Agreement

THIS AGREEMENT made as of the 1^st day of July, 2014, between Western Graphite Inc, a corporation incorporated under the laws of the State of Nevada, and having its principal place of business at Tallahassee, Florida (the "Employer" or “Company”); and David Wimberly, of the City of Monticello, Florida in the State of Florida (the "Employee").

WHEREAS the Employer desires to obtain the benefit of the services of the Employee, and the Employee desires to render such services on the terms and conditions set forth.

IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:

1. Employment

The Employee agrees that he will at all times faithfully, industriously, and to the best of his skill, ability, experience and talents, perform all of the duties required of his position. In carrying out these duties and responsibilities, the Employee shall comply with all Employer policies, procedures, rules and regulations, both written and oral, as are announced by the Employer from time to time. It is also understood and agreed to by the Employee that his assignment, duties and responsibilities and reporting arrangements may be changed by the Employer in its sole discretion without causing termination of this agreement.

2. Position Title

As Chairman and Chief Executive Officer, the Employee is required to perform the following duties and undertake the following responsibilities in a professional manner.

(a) Overall management of the Company;

(b) Preparation of strategic plans for Company;

(c) Management of all other employees of the Company;

(d) Interaction with Board of Directors of Company;

(e) Interaction with all outside Consultants, Accountants, Attorneys and Advisors to the Company;

(f) Management of all SEC filings for the Company in coordination with all Consultants, Accountants, Attorneys and Advisors to the Company;

(g) Other duties as may arise from time to time and as may be assigned to the Employee by the Board of Directors.

3. Compensation

(a) As full compensation for all services provided the employee shall be paid at the rate of $7,500.00 per month. Such payments shall be subject to such normal statutory deductions by the Employer.

(b) A Bonus will be payable to Employee upon declaration of the Board of Directors and based upon, among other things, profitability, growth in valuation, etc.

(c) The salary mentioned in paragraph (l)(a) shall be review on an annual basis, but the Employee is so appointed for a period of five years initially.

(d) All reasonable expenses arising out of employment shall be reimbursed assuming same have been authorized prior to being incurred and with the provision of appropriate receipts.

(e) Office expenses of $1,200 per month will be paid in support of the office space used by Western Graphite Inc. located at 1045 East Washington Street, Monticello, Florida 32344.

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4. Vacation

The Employee shall be entitled to vacations in the amount of two (2) weeks per annum.

5. Benefits

The Employee shall be responsible for his own health insurance; however a Medical Reimbursement Plan shall be in place for any items not so covered.

6. Performance Reviews

The Employee will be provided with a written performance appraisal at least once per year and said appraisal will be reviewed at which time all aspects of the assessment can be fully discussed.

7. Termination

(a) The Employee may at any time terminate this agreement and his employment by giving not less than two weeks written notice to the Employer.

(b) The Employer may terminate this Agreement and the Employee’s employment at any time, without notice or payment in lieu of notice, for sufficient cause.

(c) The Employer may terminate the employment of the Employee at any time without the requirement to show sufficient cause pursuant to (b) above, provided the Employer pays to the Employee an amount as required by the Employment Standards Act 2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the employees entire entitlement arising from said termination.

8. Non- Competition

(1) It is further acknowledged and agreed that following termination of the employee’s employment with Western Graphite Inc for any reason the employee shall not hire or attempt to hire any current employees of Western Graphite Inc.

9. It is further acknowledged and agreed that following termination of the employee’s employment with Western Graphite Inc. for any reason the employee shall not solicit business from current clients or clients who have retained Western Graphite Inc. in the 6 month period immediately preceding the employee’s termination.

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10. Laws

This agreement shall be governed by the laws of the State of Florida.

11. Independent Legal Advice

The Employee acknowledges that the Employer has provided the Employee with a reasonable opportunity to obtain independent legal advice with respect to this agreement, and that either:

(a) The Employee has had such independent legal advice prior to executing this agreement, or;

(b) The Employee has willingly chosen not to obtain such advice and to execute this agreement without having obtained such advice.

12. Entire Agreement

This agreement contains the entire agreement between the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the employment of the Employee by the Employer and shall be amended or modified only by written instrument signed by both of the parties hereto.

13. Severability

The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect.

[Signature Page follows]

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IN WITNESS WHEREOF the Employer has caused this agreement to be executed by its duly authorized officers and the Employee has set his hand as of the date first above written.

SIGNED, SEALED AND DELIVERED in the presence of:

/s/ David Wimberly

 David Wimberly

/s/ Karl Schilling

Karl Schilling

Human Resources Director