HKGT HK Graphene Technology Corporation (GM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 26, 2014

Registrant’s telephone number, including area code: (626) 683-9120

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))

Item 1.01 Entry into A Material Definitive Agreement

On November 26, 2014, Angstron Holdings Corporation (the “Company”) made a loan to American Compass, Inc. (“ACI”), an affiliated California corporation, for the principal sum of One Million Dollars (US$1,000,000.00) (the “Note”). The Note will bear no interest as long as it is paid in full on or before November 25, 2017 (the “Maturity Date”); provided, however, that if the Note is not paid in full on or before the Maturity Date, interest shall accrue at the rate of three percent (3%) per annum from the date of the Note.

The Company and ACI are related parties because they are both controlled by the same shareholder. In accordance with Section 78.140 of the Nevada Revised Statutes, the Note and the nature of the interested party transaction were disclosed, deemed fair and approved by the disinterested members of the Board of Directors of the Company.

The foregoing text of this Item 1.01 is qualified in its entirety by the Note, attached hereto as Exhibit 10.1.  The terms of the Note are incorporated by reference herein.

Item 9.01 Exhibits

The following exhibits are furnished as part of this Form 8-K:

Exhibit 10.1

Promissory Note, dated November 26, 2014.

2

SIGNATURES

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

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EXHIBIT 10.1

PROMISSORY NOTE

FOR VALUE RECEIVED, American Compass, Inc., a California corporation (“Issuer”), promises to pay to Angstron Holdings Corporation, Nevada Corporation (“Holder”), or order, the principal sum of One Million Dollars (US$1,000,000.00).

1.

This promissory note (“Note”) shall bear no interest so long as it is paid in full on or before Maturity (defined herein below). If the Note is not paid in full on or before maturity, then interest shall accrue at the rate of three percent (3%) per annum from the date of the Note.

2.

Issuer shall pay Holder the entire outstanding principal balance with interest accrued thereon on November 25^th, 2017 (“Maturity”).  All computations of interest shall be based upon a year of 360 days for actual days elapsed.  Any payment received by Holder shall be credited first to any interest accrued and the remainder to principal.  Interest payable hereunder will be paid without any U.S. withholding tax.

3.

Issuer shall make payment in lawful money of the United States of America and in immediately available funds.

4.

This Note may be prepaid in whole or in part, without penalty, at the option of Issuer and without the consent of Holder one year after the date of this Note.

5.

This Note shall be governed by the laws of the State of California of the United States of America excluding its conflict of laws rules.  The exclusive jurisdiction and venue of any legal action instituted by any party to this Note shall be Los Angeles County, California.

6.

Issuer waives presentment, protest and demand, notice of protest, notice of demand and dishonor, and notice of nonpayment of this Note.  Issuer expressly agrees that this Note or any payment under this Note may be extended by Holder from time to time without in any way affecting the liability of Issuer.

7.

The prevailing party in any action (i) to collect payment on this Note, (ii) in connection with any dispute that arises as to its enforcement, validity, or interpretation, whether or not legal action is instituted or prosecuted to judgment, or (iii) to enforce any judgment obtained in any related legal proceeding shall be entitled to all costs and expenses incurred, including attorney fees.

8.

If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect.