8-K

                                  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) February 27, 2013


                              WESTERN GRAPHITE INC.
             (Exact name of registrant as specified in its charter)

           Nevada                     000-54665                  20-8055672
(State or other jurisdiction         (Commission               (IRS Employer
      of incorporation)              File Number)            Identification No.)

4100 W. Flamingo Road, Suite 2750, Las Vegas, NV                    89103
   (Address of principal executive offices)                      (Zip Code)

                                 (702) 922-2700
              (Registrant's telephone number, including area code)

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

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 MATERIAL DEFINITIVE AGREEMENT

AGREEMENT TO ACQUIRE AMORF GRAPHITE PROPERTY

Effective  February  27,  2012,  our  company  entered  into an  asset  purchase
agreement  with Dr.  Ahmet Unsal ("Dr.  Unsal") for the  acquisition  of all the
rights, title and interest in certain lands covering  approximately 495 hectares
and known as the Amorf Graphite property and located in the district of Bozyazi,
in the village of Cabukkoyaoi, Mersin Province Turskey. Closing of the agreement
is subject to our  satisfactory  completion of due diligence on the property.  A
full copy of the asset purchase agreement is attached hereto as Exhibit 10.1.

In consideration for the acquisition of these claims,  our company has agreed to
the following:

(a) upon execution and delivery of this Agreement,  our company will forward the
equivalent  of  US$1,500,000,  such  consideration  to be paid in  shares of our
company at a deemed valuation equivalent to $0.50 per share.

(b) upon closing of two  subsequent  financings,  our company will pay Dr. Unsal
US$750,000  approximately  six months after listing on the OTC.BB stock exchange
and the  remaining  US$750,000  six months after the first payment of US$750,000
has been paid to Dr. Unsal, per such financing to Dr. Unsal;

(c) upon successful completion of our company's purchase,  Mr. Seyit Kucuk shall
be  appointed  as  president  and chief  operating  officer and shall manage all
exploration  efforts of our company,  and shall travel to investment bankers and
other investors in various  countries on behalf of our company (the cost of such
travel shall be borne by our company);

(d) upon successful completion of our company's purchase,  Mr. Seyit Kucuk shall
appoint one member to our company's board of directors or management team;

(e) any and all shares paid to Dr. Unsal that he is  associate,  representatives
or  assigns  shall be  restricted  for a period of one year from the date of our
company's  purchase,  and as such cannot be sold,  transferred,  hypothecated or
otherwise traded for a period of one year; and

(f) all shares must be delivered to the Vendor  within 30-45  business days from
the date that this contract is received back by our company.

In addition to the terms,  the parties  agree to each bear their own  respective
finder's  fees,  costs and  expenses  associated  with the  transaction,  unless
otherwise agreed in to writing.

AGREEMENT TO ACQUIRE PURE FLAKE GRAPHITE PROPERTY

Effective  March 4, 2013, our company  entered into an agreement of purchase and
sale with Seyit  Kucuk for the  acquisition  of five (5)  claims  located in the
Omineca Mining Division of the Province of British Columbia.  The claims,  which
cover  approximately  2,524  hectares,  are known as the "Pure  Flake  Graphite"
property and are subject to a 2% net milling royalty.

In consideration for the acquisition of these claims,  our company will issue an
aggregate of 10,000,000 shares of our company's common stock,  within 14 days on
execution of the agreement of purchase and sale. Upon closing,  our company will
assume and be responsible  for all  obligations,  liabilities  and claims of any
nature, accruing, arising out of, or relating to the 2% milling royalty.

The description of the agreements  contained in this Item 1.01 are a summary and
are  qualified  in its  entirety by  reference  to the copies of the  agreements
attached hereto as exhibits, and which are incorporated herein by reference.

                                       2

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1 Asset Purchase Agreement dated February 27, 2013

10.2 Agreement of Purchase and Sale dated March 4, 2013

                                   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.

WESTERN GRAPHITE INC.


/s/ Michael Noble
--------------------------------
Michael Noble
President and Director

Date: March 7, 2013

                                       3

EX-10.1

                                                                    Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

February 27, 2013

This Asset Purchase  Agreement (the  "Agreement")  will record the terms whereby
Western Graphite Inc.  ("Western")  agrees to acquire one hundred percent (100%)
of all rights and licenses  associated  with the lands in connection  with Amorf
Graphite (the "Subject  Property") as further  described below in Section 1 from
Dr. Ahmet Unsal (the  "Vendor")  for the amount of  USD$3,000,000.  The purchase
amount is payable to Dr. Ahmet Unsal.

Western is pleased to acquire to the Subject  Property  subject to the following
terms and conditions:

     (a)  a satisfactory due diligence review by Western of the Subject Property
          and  any  financial  statements  of  Subject  Property  owners  and/or
          licensees; and

     (b)  delivery of standard closing  documentation  including but not limited
          to  legal  opinions,  officers  certificates,   certificates  of  good
          standing and evidence of good title to the Subject Property, if and as
          required by Western.

The conditions in favour of Western may be waived in whole or in part by Western
and the  conditions in favour of the Vendor may be waived in whole or in part by
the Vendor.

1. THE LANDS

1.1 Western  hereby offers to purchase  from the Vendor the following  lands and
premises (the "Lands" or the "Subject Property"):

Civic Address:
City is Mersin Region,
Destrict is Bozyazi,
Village is Cabukkoyaoi

Legal Description:
Map Koordinates are P 30 d1,d4

Koordinates of License are: 495,0 HA

                  Point 1.       Point 2.      Point 3.     Point 4.
                 ---------      ---------     ---------    ---------
           Y       501.000        502.500       502.500      501.000
           X     3.999.000      3.999.000     3.995.700    3.995.700

2. PROPOSAL

2.1 The  parties  will only be legally  bound to  complete  the  purchase of the
Property upon execution of this Agreement.

2.2 The parties  agree to negotiate  hereafter  in good faith to  determine  the
structure  that would be most  beneficial to both  parties,  taking into account
various securities, tax and operating considerations.

3. MATERIAL TERMS

3.1 As  consideration  for  acquiring  100% of the  rights  associated  with the
Subject Property, Western will pay a sum to the Vendor as follows:

     (a)  Upon  execution and delivery of this  Agreement,  Western will forward
          the  equivalent  of  US$1,500,000,  such  consideration  to be paid in
          shares of Western at a deemed valuation equivalent to $.50 per share.

     (b)  Upon closing of two subsequent financings, Western will pay the Vendor
          USD$750,000 approximately six months after listing on the OTC.BB stock
          exchange  and the  remaining  USD  $750,000 six months after the first
          payment of USD  $750,000  has been paid to Dr.  Ahmet Unsal , per such
          financing to the Vendor;

     (c)  Upon  successful  completion  of Western's  purchase,  Mr. Seyit Kucuk
          shall be appointed as President and Chief Operating  Officer and shall
          manage  all  exploration  efforts  of  Western,  and  shall  travel to
          investment  bankers and other investors in various countries on behalf
          of Western (the cost of such travel shall be borne by Western);

     (d)  Upon  successful  completion  of Western's  purchase,  Mr. Seyit Kucuk
          shall appoint one member to Western's board of directors or management
          team;

     (e)  Any and all shares paid to Vendor Dr. AhmetUnsal that he is associate,
          representatives  or assigns  shall be  restricted  for a period of one
          year from the date of Western's purchase,  and as such cannot be sold,
          transferred,  hypothecated  or  otherwise  traded  for a period of one
          year.

     (f)  All shares must be delivered to the Vendor within 30-45  business days
          from the date that this  contract is received  back by Western.  Email
          return is  acceptable  and Michael Noble must return  contract  signed
          within 5  business  days from  receipt  that it has been  received  by
          Western.

4. CONDITIONS

4.1 The Subject Property shall be, on the Completion Date, free and clear of all
liens, rights, charges, encumbrances, tenancies.

5. CONFIDENTIALITY

5.1 Each of the parties  acknowledge  that they will be  providing  to the other
information that is non-public, confidential, and proprietary in nature. Each of
the  parties  (and  their  respective  affiliates,  representative,  agents  and
employees)  will  keep such  information  confidential  and will not,  except as
provided  below,  disclose  such  information  or use such  information  for any

                                       2

purpose other than for the evaluation and  consummation of this agreement.  This
ss.5.1 will not apply to information that:

     (a)  becomes generally available to the public absent any breach of ss.5.1;

     (b)  was  available  on a  non-confidential  basis to a party  prior to its
          disclosure pursuant to this Agreement; or

     (c)  becomes available on a  non-confidential  basis from a third party who
          is not bound to keep such information confidential.

5.2 The  parties  agree  that it will  not  make any  public  disclosure  of the
existence of this  Agreement or of any of its terms without  first  advising the
other  party and  obtaining  the  written  consent  of such  other  party to the
proposed  disclosure,  unless such  disclosure is required by applicable  law or
regulation,  in which event the party  contemplating  disclosure will inform the
other  party  of and  obtain  its  consent  to the  form  and  content  of  such
disclosure, which consent will not be unreasonably withheld or delayed.

6. ACCESS

6.1  Prior  to  the  execution  of  this   Agreement,   the  parties  and  their
representatives will provide each other with:

     (a)  such information  (including  copies of documents) as either party may
          reasonably request; and

     (b)  access to the books,  records,  geological  data,  claim  information,
          facilities and personnel of the parties as either party may reasonably
          request.

7. EXPENSES

7.1 The parties agree to each bear their own respective finder's fees, costs and
expenses associated with the transaction, unless otherwise agreed to in writing.

8. GOVERNING LAW

8.1 This  Agreement  shall be governed by and construed in  accordance  with the
laws of Turkey, and the parties hereto irrevocably attorn to the jurisdiction of
the Turkey and the appellate courts thereof.

9. AMENDMENT

9.1 Any  provision  of the  Agreement  may be  amended  or  waived  only if such
amendment or waiver is in writing and is executed by the Vendor and Western.

10. ENTIRE AGREEMENT

10.1 The Agreement (including, without limitation, the Schedules attached hereto
which form part of the Agreement)  embodies the entire agreement between Western

                                       3

and the Vendor in respect of the purchase  and sale of the Subject  Property and
supersedes any prior agreements and understandings between such parties relating
to the said subject matter hereof.

10.2 ENUREMENT

11.1 The Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective  heirs,  executors,  administrators,  legal personal
representatives,  successors  and  permitted  assigns.  If any  provision of the
Agreement  shall to any  extent  be held to be  invalid  or  unenforceable,  the
remainder of the Agreement or the  application  of such  provision to persons or
circumstances other than as to which it is held invalid or unenforceable,  shall
not be affected  thereby and each provision of the Agreement  shall be valid and
enforced to the fullest extent permitted by law.

11. BUSINESS DAYS

11.1 In the event,  pursuant to the terms of the Agreement,  any matter is to be
carried out on a day other than a business  day in the  country of Turkey,  then
the time within  which such matter is to be carried out shall be extended to the
first business day thereafter.

12. STRUCTURE

12.1 Notwithstanding anything contained herein, Western may consider alternative
forms of structuring the transaction  provided there are no adverse consequences
to the Vendor.

13. SECTIONS AND SUBHEADINGS

13.1 The headings of this Agreement are for convenience only, do not form a part
of this Agreement and are not intended to interpret,  define or limit the scope,
extent or intent of this Agreement or any of its provisions.

13.2 The symbol ss.  followed  by a number or some  combination  of numbers  and
letters refers to the section,  paragraph or  subparagraph  of this Agreement so
designated.

14. ACCEPTANCE

If the foregoing  reflects your understanding of the Agreement and if you are in
agreement in principle  with the terms and  conditions  of the proposal  herein,
please so  acknowledge by executing an original of this Agreement and return the
same by February 28, 2013.

This Agreement may be executed in several counterparts as may be necessary or by
facsimile or email and each such counterpart  agreement or facsimile or email so
executed are deemed to be an original  and such  counterparts  and  facsimile or
email copies together will constitute one and the same instrument.

                                       4

Yours truly,

Western Graphite Inc.


Per: /s/ Michael Noble
    ------------------------------------
    Mr. Michael Noble (President)

ACCEPTED AND AGREED TO:

Dr. Ahmet Unsal
Emek 8. cadde 125/3
Cankaya/ANKARA
Turkey


Per: /s/ Authorized Signatory
     ------------------------------------

                                       45

EX-10.2

                                                                    Exhibit 10.2

                         AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT is made effective 4 day March, 2013 (the "Effective Date").

BETWEEN: Mr. Seyit Kucuk,

Ulusmahallesi  - Oztopuz  cad.  Setalti  sok.  No: 11/1 34347  Ortakoy  Besiktas
Istanbul Turkey

          (hereinafter called the "Vendor")

                                                               OF THE FIRST PART

AND: Western Graphite Inc.
     4100 W. Flamingo Road, Suite 2750
     LAS VEGAS NV 89103

          (hereinafter called the "Purchaser")

                                                              OF THE SECOND PART

WHEREAS:

A. The Vendor is the  beneficial  owner of five  claims  located in the  Omineca
Mining  Division  of the  Province  of  British  Columbia  as more  particularly
described in Schedule "A";

B. The Vendor has agreed to sell to the  Purchaser  and the Purchaser has agreed
to buy from the Vendor the Claims on the terms and  conditions  hereinafter  set
forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH  that for and in  consideration  of the
premises,  the mutual  covenants and agreements  herein contained to be kept and
performed by each of the parties  hereto,  the parties  hereto  hereby agrees as
follows:

1. DEFINITIONS

1.1 For the purposes of this Agreement:

     a.   "Claims" means the Claims more particularly described in Schedule "A";

     b.   "Closing  Date" means the earlier of March 4, 2013 and the day that is
          the fifth business day following the date this Agreement is accepted;

     c.   "Net Milling  Royalty" means the amount received from any buyer of the
          concentrates,  ores or  mineral  and rock  products  removed  from the
          Claims after deducting the costs of milling,  beneficiation,  refining
          or other  processes  collectively  called  milling that is required to
          produce saleable products,  and actual freight or haulage charges from
          the mine or  milling  facilities  to the buyer or to any other type of
          processing facilities or plants;

                                      -2-


     d.   "Prior  Royalty" means the 2% Net Milling Royalty granted to Werbes by
          the Company pursuant to the Prior Agreement.

2. REPRESENTATIONS OF THE VENDOR

2.1 The Vendor represents and warrants to the Purchaser that:

     a.   it is an  individual  and governed  under the laws of United States of
          America  with full  power and  absolute  capacity  to enter  into this
          Agreement;

     b.   the terms of this  Agreement  have been  authorized  by all  necessary
          corporate acts and deeds in order to give effect to the terms hereof;

     c.   the  entry  into  this  Agreement  by the  Vendor  will  not  cause or
          constitute  a breach of any  other  agreement  to which  the  previous
          vendor may be bound, and will not constitute a violation of any order,
          rule or  regulation  which has or may have an  effect on the  previous
          Vendor; and

     d.   to the knowledge of the Company,  there are no  agreements  other than
          the Prior  Agreement  relating to the  Claims,  or to a portion of the
          Mineral Claims.

     e.   property is named "Pure Flake  Graphite"  property  and  includes  all
          claims in Schedule A of this agreement.

     f.   Property  is 100%  owned by vendor  and is being held in trust for the
          vendor by a free miners licensed person.

2.2 The representations and warranties of the Vendor hereinbefore set out form a
part of this  Agreement  and are true as at the date hereof and shall be true as
of the Closing Date and are  conditions  upon which the  Purchaser has relied in
entering into this Agreement.

3. ACKNOWLEDGEMENTS OF THE PURCHASER

3.1 The Purchaser acknowledges and agrees that:

     a.   the Claims are subject to the Prior Royalty; and

     b.   from and after the Effective Date, the Purchaser will assume,  pay and
          be  responsible  for all  obligations,  liabilities  and claims of any
          nature, accruing, arising out of, or relating to the Prior Royalty.

4. PURCHASE AND SALE OF CLAIMS

4.1 Subject to the terms and conditions of this Agreement,  the Purchaser hereby
agrees to purchase  from the Vendor,  and the Vendor hereby agree to sell to the
Purchaser,  a 100% interest  (subject to the Prior Royalty) in and to the Claims
for and in  consideration  of the sum of 10,000,000  shares of Western  Graphite
Inc, a publicly  traded  company in the United  States under Symbol WSGP due and
payable within 14 days on execution of this agreement.

                                      -3-


5. CLOSING DOCUMENTS

5.1 The Closing  shall take place,  in the City of  Istanbul,  in the Country of
Turkey, or at such other place as the parties may mutually agree upon.

5.2 At the closing the Vendor shall deliver to the Purchaser  registerable Deeds
of Conveyance or transfers of mineral claims transferring a 100% right title and
interest in and to the Claims to the Purchaser or its  designees  free and clear
of all liens, charges, or encumbrances. Save and except for the reserved royalty
provided for herein. The purchaser has option to have the property held in trust
with same Free Miners license holder in purchasers  benefit that the vendor used
previously as trustee.

6. DELIVERY OF LEGAL INFORMATION AND TECHNICAL DATA

6.1  The  Vendor  agrees  to  deliver  to the  Purchaser  copies  of  all  legal
information,  reports,  and  technical  data in his  possession  relating to the
Claims from time to time as requested by the Purchaser  after  execution of this
Agreement  and, in the event Closing does not take place as provided for herein,
the Purchaser agrees to return such copies to the Vendor and agrees that it will
have to maintain the confidentiality of all information contained therein.

7. GENERAL

7.1 Nothing contained in this Agreement shall, except to the extent specifically
authorized hereunder,  be deemed to constitute either party a partner,  agent or
legal representative of the other party.

7.2 The  parties  hereto  agree to do or  cause  to be done  all acts or  things
necessary to implement and carry into effect the  provisions  and intent of this
Agreement.

7.3 Time shall be of the essence of this Agreement.

7.4 The titles to the respective  sections  hereof shall not be deemed a part of
this Agreement but shall be regarded as having been used for convenience only.

7.5 This Agreement  shall be  interpreted in accordance  with the laws of United
States of America.

7.6 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

7.7 Each of the parties  acknowledges  having obtained  independent legal advice
from  his or its own  solicitor  with  respect  to this  Agreement  prior to its
execution and further acknowledges that he understands the terms, and his rights
and obligations under this Agreement.

7.8 This Agreement, including any and all Schedules attached hereto, constitutes
the entire  agreement and  supersedes all prior  agreements and  understandings,
oral and written,  between the parties hereto with respect to the subject matter
hereof  and may not be  amended,  modified  or  terminated  unless  in a written
instrument executed by the party or parties sought to be bound.

7.9 This Agreement may be executed in any number of counterparts,  each of which
when executed, shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.

                                      -4-

IN WITNESS WHEREOF this Agreement has been executed and delivered by the parties
each to the other as of the day and year first above written.

SEYIT KUCUK

/s/ Seyit Kucuk
------------------------------------
Per:

SIGNED, SEALED AND DELIVERED by        )
SEYIT KUCUK in the presence of:        )
                                       )
                                       )
                                       )    /s/ Michael Noble
------------------------------------   )    ------------------------------------
Witness                                )    Mr. Michael Noble. President, CEO
                                       )
------------------------------------   )
Address                                )
                                       )
------------------------------------   )
Postal Code                            )

                                  SCHEDULE "A"

Tenure Number         Type         Claim Name       Expiry         Area (ha)

   974109            Mineral           G1         2013/Mar/29       522.26

   974110            Mineral           G2         2013/Mar/29       501.071

   974111            Mineral           G3         2013/Mar/29       522.336

   974112            Mineral           G4         2013/Mar/29       480.311

   974129            Mineral           G5         2013/Mar/29       438.156