Amended Annual Report (10-k/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K /A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 000-53284

National Graphite Corp.

(Exact name of registrant as specified in its charter)

Nevada	26-0665441
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5466 Canvasback Rd.,
Blaine, Washington	98230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 839-4029

Securities registered under Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act Yes [ ] No [X]

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

Indicate by check mark 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 Rule 405 of Regulation S-T (§220.405 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 [X] No [ ] Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed third fiscal quarter.

2,288,996 common shares at $0.018 on May 31, 2014, which is the quotation posted on the Over-the-Counter Bulletin Board (“OTC-BB” under the symbol “NGRC”).

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date 2,288,996 common shares issued and outstanding as of May 31, 2014. We have 1,000,000 preferred shares authorized of which 675,000 are issued and outstanding and held by Kenneth B. Liebscher, our President and CEO with conversion and voting rights of 1 preferred equals 100 common shares.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable.

EXPLANATORY NOTE

This amendment is being filed merely to correct a typo relating to the outstanding share information in the original filing.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	2
GLOSSARY OF EXPLORATION TERMS	3
PART I	7
Item 1. Business.	7
Item 1A Risk Factors	11
Item 1B. Unresolved Staff Comments.	17
Item 2 Properties.	17
Item 3. Legal Proceedings.	20
Item 4. Mine Safety Disclosures	20
PART II	20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	20
Item 6. Selected Financial Data.	21
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	26
Item 8. Financial Statements and Supplementary Data.	29
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	29
Item 9A(T). Controls and Procedures.	29
Item 9B. Other Information.	30
PART III	31
Item 10. Directors, Executive Officers and Corporate Governance.	31
Item 11. Executive Compensation.	36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	38
Item 13. Certain Relationships and Related Transactions, and Director Independence.	39
Item 14. Principal Accounting Fees and Services.	40
PART IV	41
Item 15. Exhibits, Financial Statement Schedules.	41
SIGNATURES	42

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may”, “should”, “plan”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this annual report on Form 10-K include statements about:

Our future exploration programs and results,

Our future capital expenditures, and

Our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including

risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

the potential for delays in exploration activities;

risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

risks related to commodity price fluctuations;

the uncertainty of profitability based upon our limited history;

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;

risks related to environmental regulation and liability;

risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;

risks related to tax assessments;

political and regulatory risks associated with mining development and exploration; and

the risks in the section entitled “Risk Factors”,

any of which may cause our company’s or our industry's 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 these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. References to common shares refer to common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “Lucky Boy” mean National Graphite Corp. unless otherwise indicated.

GLOSSARY OF EXPLORATION TERMS

The following terms, when used in this report, have the respective meanings specified below:

Amortization - The gradual and systematic writing off of a balance in an account over an appropriate period.

Amphibolite - A gneiss or schist largely made up of amphibole and plagioclase minerals.

Anomaly - Any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.

Assay - A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

Assessment work - The amount of work, specified by mining law, that must be performed each year in order to retain legal control of mining claims.

Base metal - Any non-precious metal (e.g. copper, lead, zinc, nickel, etc.).

Bedding - The arrangement of sedimentary rocks in layers.

Biotite - A platy magnesium-iron mica, common in igneous rocks.

Chalcopyrite - A sulphide mineral of copper and iron; the most important ore mineral of copper.

Chip sample - A method of sampling a rock exposure whereby a regular series of small chips of rock is broken off along a line across the face.

Claim - A portion of land held either by a prospector or a mining company. In Canada, the common size is 1,320 ft. (about 400 m) square, or 40 acres (about 16 ha).

Clay - A fine-grained material composed of hydrous aluminum silicates.

Cleavage - The tendency of a mineral to split along crystallographic planes.

Contact - A geological term used to describe the line or plane along which two different rock formations meet.

Contact metamorphism - Metamorphism of country rocks adjacent to an intrusion, caused by heat from the intrusion.

Country rock - Loosely used to describe the general mass of rock adjacent to an orebody. Also known as the host rock.

Crosscut - A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody.

Development - Underground work carried out for the purpose of opening up a mineral deposit. Includes shaft sinking, crosscutting, drifting and raising.

Diorite - An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene.

Drift - A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation.

Exploration - Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.

Face - The end of a drift, crosscut or stope in which work is taking place.

Felsic - Term used to describe light-colored rocks containing feldspar, feldspathoids and silica.

Fracture - A break in the rock, the opening of which allows mineral-bearing solutions to enter. A "cross-fracture" is a minor break extending at more-or-less right angles to the direction of the principal fractures.

Geochemistry - The study of the chemical properties of rocks.

Geology - The science concerned with the study of the rocks which compose the Earth.

Gneiss - A layered or banded crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.

Greenstone belt - An area underlain by metamorphosed volcanic and sedimentary rocks, usually in a continental shield.

Host rock - The rock surrounding an ore deposit.

Igneous rocks - Rocks formed by the solidification of molten material from far below the earth's surface.

Intrusive - A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

Lava - A general name for the molten rock ejected by volcanoes.

Lens - Generally used to describe a body of ore that is thick in the middle and tapers towards the ends.

Limestone - A bedded, sedimentary deposit consisting chiefly of calcium carbonate.

Lode - A mineral deposit in solid rock.

Mafic - Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.

Magma - The molten material deep in the Earth from which rocks are formed.

Magnetic survey - A geophysical survey that measures the intensity of the Earth's magnetic field.

Metamorphic rocks - Rocks which have undergone a change in texture or composition as the result of heat and/or pressure.

Metamorphism - The process by which the form or structure of rocks is changed by heat and pressure.

Mineral - A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.

Net smelter return - A share of the net revenues generated from the sale of metal produced by a mine.

Option - An agreement to purchase a property reached between the property vendor and some other party who wishes to explore the property further.

Ore - A mixture of ore minerals and gangue from which at least one of the metals can be extracted at a profit.

Orebody- A natural concentration of valuable material that can be extracted and sold at a profit.

Outcrop - An exposure of rock or mineral deposit that can be seen on surface, that is, not covered by soil or water.

Plug - A common name for a small offshoot from a large body of molten rock.

Plutonic - Refers to rocks of igneous origin that have come from great depth.

Pyrite - A yellow iron sulphide mineral, normally of little value. It is sometimes referred to as "fool's gold".

Pyrrhotite - A bronze-colored, magnetic iron sulphide mineral.

Quartz - Common rock-forming mineral consisting of silicon and oxygen.

Quartzite - A metamorphic rock formed by the transformation of a sandstone by heat and pressure.

Reclamation - The restoration of a site after mining or exploration activity is completed.

Resource - The calculated amount of material in a mineral deposit, based on limited drill information.

Rock - Any natural combination of minerals; part of the earth's crust.

Royalty - An amount of money paid at regular intervals by the lessee or operator of an exploration or mining property to the owner of the ground. Generally based on a certain amount per ton or a percentage of the total production or profits. Also, the fee paid for the right to use a patented process.

Sample - A small portion of rock or a mineral deposit taken so that the metal content can be determined by assaying.

Sampling - Selecting a fractional but representative part of a mineral deposit for analysis.

Sandstone - A sedimentary rock consisting of grains of sand cemented together.

Schist - A foliated metamorphic rock the grains of which have a roughly parallel arrangement; generally developed by shearing.

Sedimentary rocks - Secondary rocks formed from material derived from other rocks and laid down under water. Examples are limestone, shale and sandstone.

Shaft - A vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling workers and materials.

Shale - Sedimentary rock formed by the consolidation of mud or silt.

Shear or shearing - The deformation of rocks by lateral movement along innumerable parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.

Shear zone - A zone in which shearing has occurred on a large scale.

Silica - Silicon dioxide. Quartz is a common example.

Siliceous - A rock containing an abundance of quartz.

Sill - An intrusive sheet of igneous rock of roughly uniform thickness that has been forced between the bedding planes of existing rock.

Silt - Muddy deposits of fine sediment usually found on the bottoms of lakes.

Spot price - Current delivery price of a commodity traded in the spot market.

Stope - An excavation in a mine from which ore is, or has been, extracted.

Strike - The direction, or bearing from true north, of a vein or rock formation measure
on a horizontal surface.

Sulphide - A compound of sulphur and some other element.

Trench - A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.

Tuff - Rock composed of fine volcanic ash.

Vein - A fissure, fault or crack in a rock filled by minerals that have travelled upwards from some deep source.

Volcanic rocks - Igneous rocks formed from magma that has flowed out or has been violently ejected from a volcano.

Zone - An area of distinct mineralization.

PART I

Item 1. Business.

Overview

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, “National Graphite Corp and or Lucky Boy Silver Corp.” and “Lucky Boy” or National Graphite mean National Graphite Corp., unless otherwise indicated.

Our company is an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the mineral property that we have under option. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the claim is determined.

We were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of May 31. On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.” We changed our company name to National Graphite Corp. on May 9, 2012. We changed the name of our company to better reflect the direction and business of our company. On March 22, 2011, the corporation converted from a Wyoming corporation to a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes 92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of the corporation. The voting and other rights of the common and preferred shares of the company’s capital stock remain substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share. The authorized capital stock has been adjusted retroactively for a 30 for 1 reverse stock split that took place on May 12, 2014. Our statutory registered agent’s office is located at 153 W. Lake Mead Pkwy, Ste. 2240, Henderson, NV 89015. Our telephone number is (702) 839-4029.

The following analysis of the results of operations and financial condition of the corporation for the period ending May 31, 2014.

Overview

We are a start-up, exploration stage, company engaged in the search for gold, silver, and related minerals. Our mineral properties are without known reserves and our proposed program is exploratory in nature. There is no assurance that commercially viable mineral deposits exist on our mineral properties.

Active Projects

Silver Strike Silver Property.

The Silver Strike area (Candelaria Project) is comprised of 68 unpatented lode mining claims in Esmeralda and Mineral County and currently covers 1363 acres in the Candelaria District immediately east of Silver Standard Resources Northern Belle and Mount Diablo open pit silver mines in sections 25, 35, 36, 1, 2, 3, 10, and 11 T 3 & 4N/R35E. The property is approximately 45 miles west of Tonopah, Nevada

Between June and September, 2011 68 new lode claims were located. The claims cover the ground from which high-grade silver samples were taken. The geologic setting of the samples extends from the open pit mines controlled by Silver Standard Resources onto the LAG claims (Table 1 and Figure 2).

Claim	Date Located	County	BLM-NMC Number
LAG 1 to 38	April 8, 2011	Esmeralda	1047475-1047512
LAG 39 to 50	May 25, 2011	Esmeralda & Mineral	1051010-1051021
LAG 50 to 66	June 4, 2011	Esmeralda & Mineral	1051022-1051037
LAG 67 to 68	September 20, 2011	Esmeralda	1060537-1060538

On September 27, 2011 the shares of National Graphite Corp (formerly Lucky Boy Silver Corp.) became Depository Trust Corp. (DTC) eligible for electronic transfer.

On May 25, 2011 we expanded our claims in the Silver Strike area from 12 to 68 unpatented claims renaming them the LAG claims.

As of December 31, 2013 the value of the Candelaria project has been fully impaired in the Company’s financial statements. However, the Company has retained the leases and is currently in the process of exploring the claims.

Abandoned Projects

Chedic Graphite Property.

The Company had a 100% interest in and to the Chedic Graphite Property consisting of 20 U.C. Mineral Lode Claims in Township, 15 North, Range 19 East, Sections 25 & 26 Carson City, NV mining claims compromising approximately 400 acres. On Sept 17th 2012, the Company expanded its interests with the acquisition of 15 additional Lode Claims thus expanding the Chedic holdings to 700 acres.

Due to the delays encountered in its application to drill within the Chedic Voltaire lode claim, the Company has cancelled the drill program. On March 5, 2013, we submitted an “Intent to Operate” plan with the Humbolt-Toiyabe National Forestry Service, Elko District Office to drill five holes within the Chedic Voltaire lode claim block. In May 2013, the National Forestry Service determined that the Company submit a “Plan of Operations” to include an environmental impact study. In July, 2013 the Company completed its environmental impact study on the proposed drilling program and submitted a “Plan of Operations” for permitting approval.

With the project being tied up in red tape and substantial property payments coming due, the Board of Directors has decided to abandon the project. With the project being abandoned there are no further liabilities being incurred on this property.

Black Butte Property

In a geological report compiled by Hunsaker dated May 2010, further exploration on the Black Butte project was justified, and defined by Hunsaker in their follow up work Summary Report and Update with Recommendations for the Candelaria Project, Esmeralda County, Nevada - December 2011 delivered to the Lucky Boy December 20th, 2011.

The Company did not renew the lease of the Black Butte property, but will continue its exploration and expansion of the Silver Strike properties and determine if there are commercially exploitable deposits of gold and silver.

With the project being abandoned there are no further liabilities being incurred on this property.

Quebec Graphite Property

On April 20, 2012, the Company entered into an agreement with Habitants Minerals Ltd. (“Habitants”) granting the Company the sole and exclusive right to purchase 100% right, title and interest in and to the applications and subsequent claims to be issued by Quebec Ministry of Resources and Fauna for the following applications:

The Quebec applications cover ground referred to in reports GM19842, GM35169, GM35267, GM19844, GM20308, GM13866, reports which report historic graphite occurrences on Lot 32 and Lot 33 Range 11 in Low Township, Lot 1 Range 2 in Suffolk Township, Lot 9 and Lot 16 Range 3 and Lot 10 Range 9 all in Clarendon Township, Lot 46 Range 11 in Low Township, and ground in Lochaber Township covering historic mag anomalies.

APPLICATION 1186716 (29 claims)

APPLICATION 1187995 (14 claims)

APPLICATION 1187994 (12 claims)

APPLICATION 1187992 (10 claims)

65 claims approx., 60 hectares each = 3900 hectares

The consideration for the transaction was payment by the Company to Habitants a total of Fifty Thousand United States Dollars (US$50,000.00) consisting of Twenty Five Thousand United States Dollars ($25,000.00) on the date of execution of this Agreement and Twenty Five Thousand United States Dollars ($25,000.00) upon the issuance of the claims in the Company’s name, and the issuance of 100,000 shares of the Company’s common stock within 15 days of the date of the closing of the transaction described in the Agreement. Upon the renewal date of the claims, the Company decided not to renew these claims. With the project being abandoned there are no further liabilities being incurred on this property.

Our Proposed Exploration Program – Plan of Operation

We will review the Summary Report and Update with Recommendations for the Candelaria Project, Esmeralda County, Nevada - December 2011 and proceed with exploration on the Silver Strike (Candelaria) project to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties. As of May 31, 2014 the Silver Strike Property is the only property the Company is exploring.

We do not have any ores or reserves whatsoever at this time on our properties.

Results of Operations

Our comparative periods for the period ended May 31, 2014 and May 31, 2013 are presented in the following discussion.

Since inception, we have used our common stock to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on October 19, 2006 to May 31, 2014, was $1,435,000, with $1,400,000 as proceeds received from sales of our common stock, $10,000 of contributed capital and $25,000 as proceeds from convertible note payable.

Competition

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We also compete with other mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in mineral resource exploration companies. The presence of competing mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete with other mineral resource exploration companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Government Regulations

Any operations at the our mineral properties will be subject to various federal and state laws and regulations in the United States and laws and regulations in Canada which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States and in Canada.

The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at our mineral properties may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our mineral properties or surrounding areas.

Employees

At present, we have no employees. We currently operate with two executive officers, who devote their time as required to our business operations. Our executive officers are not presently compensated for their services and do not have an employment agreement with us.

Item 1A Risk Factors

Risks Associated with our Business

We are an exploration stage company, lack a business history and have losses that we expect to continue into the future. If the losses continue we will have to suspend operations or cease functioning.

We were incorporated in the State of Wyoming on October 19, 2006, and have only started our proposed business but have not realized any revenues. We have no business history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $2,778,387.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

•	our ability to find a profitable exploration property;

•	our ability to generate revenues; and

•	our ability to reduce exploration costs.

Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We are in the very early exploration stage and cannot guarantee that our exploration work will be successful or that any minerals will be found or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our property our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

We have no known mineral reserves and we may not find any goldor silver, or if we find gold or silver,it may not be in economic quantities. If we fail to find any goldor silver,or if we are unable to find gold or silver in economic quantities, we will have to suspend operations.

We have no known mineral reserves. Even if we find gold or silver, it may not be of sufficient quantity so as to warrant recovery. Additionally, even if we find goldor silverin sufficient quantity to warrant recovery, it ultimately may not be recoverable. Finally, even if any goldor silveris recoverable, we do not know that this can be done at a profit. Failure to locate goldor silverin economically recoverable quantities will cause us to suspend operations.

The potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.

The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in our company not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance and our ability to continue operations.

We may be adversely affected by fluctuations in ore and precious metal prices.

The value and price of our shares of common stock, our financial results, and our exploration, development and mining activities, if any, may be significantly adversely affected by declines in the price of precious metals and ore. Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.

The prices used in making resource estimates for mineral projects are disclosed, and generally use significantly lower metal prices than daily metals prices quoted in the news media. The percentage change in the price of a metal cannot be directly related to the estimated resource quantities, which are affected by a number of additional factors. For example, a 10% change in price may have little impact on the estimated resource quantities, or it may result in a significant change in the amount of resources.

Transportation difficulties and weather interruptions may affect and delay proposed mining operations and impact our proposed business.

Our mineral properties are accessible by road. The climate in the area is hot and dry in the summer but cold and subject to snow in the winter, which could at times hamper accessibility depending on the winter season precipitation levels. As a result, our exploration plans could be delayed for several months each year.

Supplies needed for exploration may not always be available.

Competition and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our proposed business plans.

Management will devote only a limited amount of time to National Graphite’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.

Mr. Kenneth B. Liebscher will be devoting approximately 20 hours per week to National Graphite’s business. Failure of our management to devote a sufficient amount of time to our business plans may adversely affect the success of our business.

Management lacks formal training in mineral exploration.

Our officers and directors have no professional accreditation or formal training in the business of exploration. With no direct training or experience in these areas our management may not be fully aware of many of the specific requirements related to working within this industry. Decisions so made without this knowledge may not take into account standard engineering management approaches that experienced exploration corporations commonly make. Consequently, our business, earnings and ultimate financial success could suffer irreparable harm as a result of management’s lack of experience in the industry. Thus, we will retain such technical experts as are required to provide professional and technical guidance.

We require substantial funds merely to determine if mineral reserves exist on our mineral properties.

Any potential development and production of our exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand our plans on these exploration properties will involve the consideration and evaluation of several significant factors including, but not limited to:

Costs of bringing the property into production including exploration work, preparation of production feasibility studies and construction of production facilities;

Availability and costs of financing;

Ongoing costs of production;

Market prices for the products to be produced;

Environmental compliance regulations and restraints; and

Political climate and/or governmental regulation and control.

Risks Associated with our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

Few shares of our common stock have been traded on the OTC Bulletin Board. As a result, our stockholders may find it difficult to dispose of, or to obtain accurate quotations of the price of, shares of our common stock. This severely limits the liquidity of shares of our common stock and has a material adverse effect on the market price for shares of our common stock and on our ability to raise additional capital. An active public market for shares of our common stock may not develop, or if one should develop, it may not be sustained, and as a result, investors may not be able to resell shares of our common stock that they have purchased and may lose all of their investment.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 499,000,000 shares of common stock, of which 2,288,996 shares are issued and outstanding as of May 31, 2014. We have 1,000,000 preferred shares authorized of which 675,000 are issued and outstanding and held by Kenneth B. Liebscher, our President and CEO with conversion and voting rights of 1 preferred equals 100 common shares. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Risks Related to our Financial Results and Need for Additional Financing

Our auditors’ reports contain a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern.

Our independent registered public accountants have stated in their report, included in this annual report that our significant operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. We had net losses of $847,146 and $519,285, respectively, for the fiscal years ended May 31, 2014 and 2013. We will be required to raise substantial capital to fund our capital expenditures, working capital and other cash requirements since our current cash assets are exhausted. We are currently searching for sources of additional funding, including potential joint venture partners, while we continue the initial exploration phase on our mining claims. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

We will need additional capital to achieve our current business strategy and our inability to obtain additional financing will inhibit our ability to expand or even maintain our research, exploration and development efforts.

In addition to our current accumulated deficit, we expect to incur additional losses in the foreseeable future. Until we are able to determine if there are mineral deposits available for extraction on our properties, we are unlikely to be profitable. Consequently, we will require substantial additional capital to continue our exploration and development activities. There is no assurance that we will not incur additional and unplanned expenses during our continuing exploration and development activities. When additional funding is required, we intend to raise funds either through private placements or public offerings of our equity securities. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

If we are unable to secure adequate sources of funds, we may be forced to delay or postpone the exploration, development and research of our properties, and as a result, we might be required to diminish or suspend our business plans. These delays in development would have an adverse effect on our ability to generate revenues and could require us to possibly cease operations. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results or financial condition to such extent that we are forced to restructure, file for bankruptcy protection, sell assets or cease operations, any of which could put your investment dollars at significant risk.

We are incurring increased costs as a result of being a publicly-traded company.

As a public company, we incur significant legal, accounting and other expenses that we would not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, has required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. These new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs and/or whether we will be able to raise the funds necessary to meet the cash requirements for these costs.

Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.

We have no history of revenues from operations. We have never had significant operations and have no significant assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and is in the exploration stage. The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties or selling the rights to exploit those mineral reserves. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.

Prior to completion of the exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2 Properties.

Principal Office

Our principal office is located at 7230 Indian Creek Lane, Las Vegas, Nevada 89149. Our telephone number is (702) 849-4029. On January 1, 2012our office rental agreement was adjusted to a $500 per month rental fee for office space in Nevada. The term of the agreement is on a month-to-month basis starting from January 1, 2012.

Our Mineral Properties

Active Projects

Silver Strike Silver Property.

Between June and September, 2011, 68 new lode claims were located. The claims cover the ground from which high-grade silver samples were taken. The geologic setting of the samples extends from the open pit mines controlled by Silver Standard Resources onto the LAG claims (Table 1 and Figure 2).

Claim	Date Located	County	BLM-NMC Number
LAG 1 to 38	April 8, 2011	Esmeralda	1047475-1047512
LAG 39 to 50	May 25, 2011	Esmeralda & Mineral	1051010-1051021
LAG 50 to 66	June 4, 2011	Esmeralda & Mineral	1051022-1051037
LAG 67 to 68	September 20, 2011	Esmeralda	1060537-1060538

On September 27, 2011 the shares of National Graphite Corp (formerly Lucky Boy Silver Corp.) became Depository Trust Corp. (DTC) eligible for electronic transfer.

On May 25, 2011 we expanded our claims in the Silver Strike area from 12 to 68 unpatented claims renaming them the LAG claims.

Figure 1: Black Butte and Candelaria Location Map

Item 3. Legal Proceedings.

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to National Graphite.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares of common stock are quoted on the OTC Bulletin Board under the symbol “NGRC”. Our CUSIP number is 631268 104. The quotation was first posted at the opening on May 29, 2009 with an opening bid of $0.05 ($0.0033 post-split) and offer at $0.10 ($0.0067 post-split).

Holders of our Common Stock

As of the date of this report the shareholders' list of our common shares showed 24 registered shareholders. There are 2,288,996 shares outstanding.

Dividends

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans in place.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

During the year ended May 31, 2013 the Company issued 13,889 shares of its restricted common stock issued to non-affiliated shareholders subscribed for at a price of $18 per share in private placements for $250,000 cash.

During the year ended May 31, 2013 the Company issued 16,667 shares of its restricted common stock issued to non-affiliated shareholders subscribed for at a price of $15 per share in private placements for $250,000 cash.

All of these shares were issued to accredited investors under the exemption from Section 5 of the Securities Act of 1933 (the “Act”) contained in Section 4(6) of the Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

You should read the following discussion of our financial condition and results of operations together with the audited financial statements and the notes to audited financial statements included elsewhere in this report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

Active Projects

Silver Strike Silver Property.

Claim	Date Located	County	BLM-NMC Number
LAG 1 to 38	April 8, 2011	Esmeralda	1047475-1047512
LAG 39 to 50	May 25, 2011	Esmeralda & Mineral	1051010-1051021
LAG 50 to 66	June 4, 2011	Esmeralda & Mineral	1051022-1051037
LAG 67 to 68	September 20, 2011	Esmeralda	1060537-1060538

On September 27, 2011 the shares of National Graphite Corp (formerly Lucky Boy Silver Corp.) became Depository Trust Corp. (DTC) eligible for electronic transfer.

On May 25, 2011 we expanded our claims in the Silver Strike area from 12 to 68 unpatented claims renaming them the LAG claims.

Abandoned Projects

Chedic Graphite Property.

Black Butte Property

With the project being abandoned there are no further liabilities being incurred on this property.

Quebec Graphite Property

APPLICATION 1186716 (29 claims)

APPLICATION 1187995 (14 claims)

APPLICATION 1187994 (12 claims)

APPLICATION 1187992 (10 claims)

65 claims approx., 60 hectares each = 3900 hectares

Our Proposed Exploration Program – Plan of Operation

We will review the Summary Report and Update with Recommendations for the Candelaria Project, Esmeralda County, Nevada - December 2011 and proceed with exploration on the Silver Strike (Candelaria) project to determine if there are commercially exploitable deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties. As of May 31, 2014 he Silver Strike Property is the only property the Company is exploring.

We do not have any ores or reserves whatsoever at this time on our properties.

Results of Operations

Our comparative periods for the period ended May 31, 2014 and May 31, 2013 are presented in the following discussion.

Since inception, we have used our common stock to raise money for our optioned acquisitions and for corporate expenses. Net cash provided by financing activities (less offering costs) from inception on October 19, 2006 to May 31, 2014, was $1,435,000, with $1,400,000 as proceeds received from sales of our common stock,$10,000 of contributed capital and $25,000 as proceeds from convertible note payable.

Revenues

We did not generate any revenues from operations for the period ended May 31, 2014 or 2013. To date, we have not generated any revenues from our mineral exploration business.

Expenses

The table below shows our operating results for the year ended May 31, 2014 and 2013.

	Year		Year
	Ended		Ended
	5-31-14		5-31-13
Professional fees	$	100,200		97,544
Depreciation		541		809
Exploration of resource property		33,624		107,846
Impairment of mineral interests		582,820		171,369
General and administrative		128,893		141,717
Total operating expenses	$	846,078		519,285

During the year ended May 31, 2013 and 2014, Impairment of mineral interests is $171,369 and $582,820 due to mineral interest property, the Chedic Voltaire Graphite property, abandoned on December 9, 2013.

	Year			Year
	Ended			Ended
	5-31-14			5-31-13
Revenue	$	—			—
Operating expenses		846,078			519,285
Net loss	$	(846,078	)		(519,285	)

Operating expenses have and will vary from quarter to quarter based on the level of corporate activity, exploration operations and capital-raising. Operating expenses in the most recently completed quarter decreased relative to the comparable period of the prior year due primarily to the fact that we have significantly decreased the exploration expenses incurred. For the year ended May 31, 2014 and 2013, General and administrative expenses decreased to $128,893 from $141,717 due to a reduction in investor relations expenses for the year ended May 31, 2014.

We continue to carefully control our expenses and overall costs as we move our business development plan forward. We do not have any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.

Plan of Operation and Anticipated Cash Requirements

Presently, our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and this is likely to continue through fiscal 2014-2015. Management projects that we will require up to $1,410,000 to fund ongoing operating expenses and working capital requirements for the next 12 months, broken down as follows:

General and administrative expenses	$	80,000
Future property acquisitions		180,000
Working capital		450,000
Development of properties		700,000
	$	1,410,000

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they come due.

Liquidity and Capital Resources

As of May 31, 2014, we have yet to generate any revenues.

Since inception, we have used our common stock and loans or advances from our officers and directors to raise money for our optioned acquisition and for corporate expenses.

Working Capital

As of May 31, 2014, we had $92,171 in negative working capital.

	May 31,			May 31,
	2014			2013
Current Assets	$	815			187,622
Current Liabilities		(92,986	)		(9,595	)
Working Capital	$	(92,171	)		178,027

We have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent upon continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders. There are no agreements to supply working capital to the Company.

Cash Flows

	Year			Year
	Ended			Ended
	May 31, 2014			May 31 2013

Net cash used in operating activities	$	(203,987	)	$	(310,608	)
Net cash used in investing activities		(7,820	)		(109,979	)
Net cash provided by financing activities		25,000			500,000
Net increase (decrease) in cash	$	(186,807	)	$	79,413

Net cash used in operating activities

Net cash used in operating activities from inception on October 19, 2006, to May 31, 2014 was $1,160,468. Net cash used in operating activities for the fiscal years ended May 31, 2014 and May 31, 2013 is $203,987 and $310,608. This negative cash flow from operations is due to the fact that the Company has not generated revenue to date.

Net cash used in investing activities

Net cash used in investing activities from inception on October 19, 2006 to May 31, 2014, was $273,717. Investing activities consisted primarily of the purchase of additional mining claims and computer equipment. Net cash decreased by $7,820 and $109,979 during the years ended May 31, 2014 and May 31, 2013 respectively, due to purchases of mineral interests.

Net cash provided by financing activities

Net cash provided by financing activities from inception on October 19, 2006, to May 31, 2014, was $1,435,000 as a result of gross proceeds received from sales of our common stock, capital contribution from Company officers, and proceeds from convertible notes payable. Net cash increased by $25,000 and $500,000 during the years ended May 31, 2014 and May 31, 2013 respectively, due to proceeds from convertible notes payable and common stock issued for cash.

Inflation / Currency Fluctuations

Inflation has not been a factor during the year ended May 31, 2014. Although inflation is moderately higher than it was during 2013 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.

Subsequent Events

In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

Off-Balance Sheet Arrangements

We have no 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 stockholders.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The Reports of the Independent Registered Public Accounting firm by Sadler, Gibb & Associates LLC for the audited financial statements for the years ended May 31, 2014 and 2013.

NATIONAL GRAPHITE CORP.

(FKA Lucky Boy Silver Corp.)

(An Exploration Stage Company)

AUDIT REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

AND

FINANCIAL STATEMENTS

May 31, 2014 and 2013

NATIONAL GRAPHITE CORP.

(An Exploration Stage Company)

INDEX

		Page

Report of Independent Registered Public Accounting Firm		F-1

Balance Sheets		F-2

Statements of Operations		F-3

Statements of Changes in Stockholders' Equity (Deficit)		F-4

Statements of Cash Flows		F-5

Notes to Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

We have audited the accompanying balance sheets of (the Company) as of May 31, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of as of May 31, 2014 and 2013, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Note 2 to the financial statements, the Company has recurring net losses, an accumulated deficit of $2,778,387 and a working capital deficit, all of which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in the Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

September 2, 2014

F-1

NATIONAL GRAPHITE CORP.
(An Exploration Stage Company)
Balance Sheets


	May 31,
	2014			2013
ASSETS
CURRENT ASSETS

Cash	$	815		$	187,622

Total Current Assets		815			187,622

PROPERTY AND EQUIPMENT, net		—			541

OTHER ASSETS

Deposits		1,400			1,400
Mineral interests		—			575,000

Total Other Assets		1,400			576,400

TOTAL ASSETS	$	2,215		$	764,563

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	29,366		$	9,595
Accounts payable - related parties		39,000			—
Accrued interest		483			—
Convertible note payable (net of unamortized discount of $863)		24,137			—

Total Current Liabilities		92,986			9,595

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, 1,000,000 shares authorized
at par value of $0.001; 675,000 and 675,000
shares issued and outstanding, respectively		675			675
Common stock, 499,000,000 shares authorized
at par value of $0.001; 2,288,996 and 2,288,996
shares issued and outstanding, respectively		2,289			2,289
Additional paid-in capital		2,684,593			2,683,186
Other comprehensive income		59			59
Deficit accumulated during the exploration stage		(2,778,387	)		(1,931,241	)

Total Stockholders' Equity (Deficit)		(90,771	)		754,968

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,215		$	764,563

The accompanying notes are an integral part of these financial statements.

F-2

NATIONAL GRAPHITE CORP.
(An Exploration Stage Company)
Statements of Operations

							From Inception
							on October 19,
	For the Years Ended						2006 Through
	May 31,						May 31,
	2014			2013			2014

REVENUES	$	—		$	—		$	—

OPERATING EXPENSES

Exploration of resource properties		33,624			107,846			232,615
Impairment of mineral interests		582,820			171,369			869,189
Depreciation expense		541			809			2,428
Professional fees		100,200			97,544			1,193,829
General and administrative expenses		128,893			141,717			479,258

Total Operating Expenses		846,078			519,285			2,777,319

LOSS FROM OPERATIONS		(846,078	)		(519,285	)		(2,777,319	)

OTHER INCOME (EXPENSE)

Interest expense		(1,068	)		—			(1,068	)

Total Other Income (Expense)		(1,068	)		—			(1,068	)

LOSS BEFORE INCOME TAXES		(847,146	)		(519,285	)		(2,778,387	)

PROVISION FOR INCOME TAXES		—			—			—

NET LOSS	$	(847,146	)	$	(519,285	)	$	(2,778,387	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.37	)	$	(0.22	)

BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		2,288,996			2,371,482

The accompanying notes are an integral part of these financial statements

F-3

NATIONAL GRAPHITE CORP.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)

																			Deficit
																			Accumulated			Total
											Additional		Stock			Other			During the			Stockholders'
	Preferred Stock				Common Stock						Paid-in		Subscriptions			Comprehensive			Exploration			Equity
	Shares		Amount		Shares			Amount			Capital		Payable			Income			Stage			(Deficit)

Balance, October 19, 2006		—	$	—		—		$	—		$	—	$	—		$	—		$	—			$	—

Common shares issued for cash		—		—		3,450,000			3,450			11,550		—			—			—				15,000

Currency exchange loss		—		—		—			—			—		—			(2	)		—				(2	)

Contributed Administrative Support
& other services rendered by officers		—		—		—			—			100		—			—			—				100

Net loss for the year ended
May 31, 2007		—		—		—			—			—		—			—			(5,816	)			(5,816	)

Balance, May 31, 2007		—		—		3,450,000			3,450			11,650		—			(2	)		(5,816	)			9,282

Common shares issued for cash		—		—		—			—			—		—			—			—				—

Contributed Administrative Support
&other services rendered by officers		—		—		—			—			50		—			—			—				50

Currency exchange gain		—		—		—			—			—		—			61			—				61

Net loss for the year ended
May 31, 2008		—		—		—			—			—		—			—			(56,311	)			(56,311	)

Balance, May 31, 2008		—		—		3,450,000			3,450			11,700		—			59			(62,127	)			(46,918	)

Common shares issued for cash		—		—		1,000,000			1,000			99,000		—			—			—				100,000

Net loss for the year ended
May 31, 2009		—		—		—			—			—		—			—			(51,056	)			(51,056	)

Balance, May 31, 2009		—		—		4,450,000			4,450			110,700		—			59			(113,183	)			2,026

Capital contribution		—		—		—			—			10,000		—			—			—				10,000

Common stock issued for cash
at $0.40 per common share		—		—		212,500			213			169,788		50,000			—			—				220,000

Common stock issued for services		—		—		14,667			15			119,985		—			—			—				120,000

Common stock issued for mining claims		—		—		5,000			5			59,995		—			—			—				60,000

Net loss for the year ended
May 31, 2010		—		—		—			—			—		—			—			(264,513	)			(264,513	)

Balance, May 31, 2010		—		—		4,682,167			4,682			470,468		50,000			59			(377,696	)			147,513

Common stock issued pursuant to
stock subscription payable		—		—		4,167			4			49,996		(50,000	)		—			—				—

Common stock issued for cash and
warrants at $0.63 per common share		—		—		11,872			12			224,988		—			—			—				225,000

Common stock issued for cash
at $0.85 per common share		—		—		1,569			2			39,998		—			—			—				40,000

Common stock issued for prepaid
services at $0.85 per common share		—		—		22,000			22			560,978		—			—			—				561,000

Common stock exchanged for
preferred stock		675,000		675		(2,250,000	)		(2,250	)		1,575		—			—			—				—

Net loss for the year ended
May 31, 2011		—		—		—			—			—		—			—			(658,714	)			(658,714	)

Balance, May 31, 2011		675,000		675		2,471,774			2,472			1,348,003		—			59			(1,036,410	)			314,799

Common stock issued for cash
at $0.60 per common share		—		—		16,667			17			299,983		—			—			—				300,000

Common stock issued for acquisition
of mineral claims		—		—		16,667			17			299,983		—			—			—				300,000

Net loss for the year ended
May 31, 2012		—		—		—			—			—		—			—			(375,546	)			(375,546	)

Balance, May 31, 2012		675,000		675		2,505,107			2,505		$	1,947,969		—			59			(1,411,956	)			539,253

Common stock issued for cash
at $0.60 per common share		—		—		13,889			14			249,986		—			—			—				250,000

Common stock issued for acquisition
of mineral claims		—		—		3,333			3			59,997		—			—			—				60,000

Cancellation of common stock		—		—		(266,667	)		(267	)		267		—			—			—				—

Common stock issued for cash
at $0.50 per common share		—		—		16,667			17			249,983		—			—			—				250,000

Common stock issued for acquisition of
mineral claims at $0.35 per common share		—		—		16,667			17			174,983		—			—			—				175,000

Net loss for the year ended
May 31, 2013		—		—		—			—			—		—			—			(519,285	)			(519,285	)

Balance, May 31, 2013		675,000	$	675		2,288,996		$	2,289		$	2,683,186	$	—		$	59		$	(1,931,241	)		$	754,968

Beneficial conversion feature		—		—		—			—			1,407		—			—			—				1,407

Net loss for the year ended
May 31, 2014		—		—		—			—			—		—			—			(847,146	)			(847,146	)

Balance, May 31, 2014		675,000	$	675		2,288,996		$	2,289		$	2,684,593	$	—		$	59		$	(2,778,387	)		$	(90,771	)

F-4

NATIONAL GRAPHITE CORP.
(An Exploration Stage Company)
Statements of Cash Flows

							From Inception
							on October 19,
	For the Years Ended						2006 Through
	May 31,						May 31,
	2014			2013			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(847,146	)	$	(519,285	)	$	(2,778,387	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense		541			809			2,428
Services contributed by an officer		—			—			150
Other comprehensive loss		—			—			59
Amortization of prepaid expense		—			—			561,000
Common stock issued for services		—			—			120,000
Impairment of mineral interests		582,820			171,368			869,189
Amortization of debt discount		544			—			544
Changes to operating assets and liabilities:
Prepaid expenses		—			3,500			—
Deposits		—			25,000			(1,400	)
Accounts payable		25,771			8,000			32,466
Accounts payable - related party		33,000			—			33,000
Accrued interest		483			—			483

Net Cash Used in Operating Activities		(203,987	)		(310,608	)		(1,160,468	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		—			—			(2,428	)
Purchase of mineral interests		(7,820	)		(109,979	)		(271,289	)

Net Cash Used in Investing Activities		(7,820	)		(109,979	)		(273,717	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		25,000			—			25,000
Capital contributions		—			—			10,000
Common stock issued for cash		—			500,000			1,400,000

Net Cash Provided by Financing Activities		25,000			500,000			1,435,000

NET INCREASE (DECREASE) IN CASH		(186,807	)		79,413			815
CASH AT BEGINNING OF PERIOD		187,622			108,209			—

CASH AT END OF PERIOD	$	815		$	187,622		$	815

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	—		$	—		$	—
Income Taxes	$	—		$	—		$	—

NON CASH FINANCING ACTIVITIES:
Preferred stock issued in conversion
of common stock	$	—		$	—		$	67,500
Common stock issued for prepaid expenses	$	—		$	—		$	561,000
Common stock issued for mineral interests	$	—		$	235,000		$	595,000
Initial recording of beneficial conversion feature	$	1,406		$	—		$	1,406

The accompanying notes are an integral part of these financial statements.

F-5

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 1 – NATURE OF OPERATIONS

National Graphite Corporation formerly known as Lucky Boy Silver Corporation, which was formerly known as Sierra Ventures, Inc. (“the Company”) was incorporated under the laws of the State of Wyoming on October 19, 2006. On May 8, 2012 the Company filed an Amendment to Articles with and changes its name from “Lucky Boy Silver Corporation” to “National Graphite Corporation.” On February 5, 2010 the Company filed an Amendment to Articles with the Wyoming Secretary of State and changed its name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corporation.” On March 22, 2011, the Company pursuant to Wyoming and Nevada law converted from a Wyoming corporation to a Nevada corporation.

The Company is an “exploration stage company” as defined in the ASC Topic Accounting and Reporting by Development Stage Companies. The Company is devoting its resources to establishing the new business, and its planned operations have not yet commenced, accordingly, no revenues have been earned during the period from October 19, 2006 (date of inception) to May 31, 2014.

NOTE 2 – GOING CONCERN

The Company’s financial statements at May 31, 2014 and 2013 and for the period October 19, 2006 (inception) through May 31, 2014 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a loss of $2,778,387 for the period from October 19, 2006 (inception) through May 31, 2014. In addition, the Company has not generated any revenues and no revenues are anticipated until the Company begins extracting and selling ore, and there is no assurance that commercially viable deposits exist on the mineral claims that the Company has under option. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and can’t raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The Company has elected a May 31 fiscal year end.

F-6

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Impairment or Disposal of Long Lived Assets

In August 2001, ASC Topic, “Accounting for the Impairment or Disposal of Long-Lived Assets” was issued. It clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-7

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Mineral Property Acquisition Costs

The costs of acquiring mineral properties are capitalized and amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.

Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.

The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company's ability to recover its spent costs from the sale of its interests. The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.

F-8

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

Exploration and Development Costs

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven (measured) and probable (indicated) reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

Impairment of Mineral Rights

The Company reviews mineral rights for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the company's current business model. During the years ended May 31, 2014 and 2013, the Company recorded impairment to mineral rights of $582,820 and $171,369, respectively.

Asset Retirement Obligations

The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The adoption of this standard has had no effect on the Company's financial position or results of operations. As of May 31, 2014 any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718 “Stock Compensation.” The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

F-9

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company has adopted the ASC 740 “Income Taxes” as of its inception. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. As of May 31, 2014 and 2013, there were 3,681,510 and -0- common stock warrants outstanding, none of which were considered “in the money” at May 31, 2014 and 2013.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

NOTE 4 – PROPERTY AND EQUIPMENT

The Company’s property and equipment consist of the following amounts as of May 31, 2014 and 2013:

	May 31, 2014			May 31, 2013
Computer equipment	$	2,428		$	2,428
Accumulated depreciation		(2,428	)		(1,887	)
Total	$	-0-		$	541

Depreciation expense was $541 and $809, for the years ended May 31, 2014 and 2013, respectively.

NOTE 5 – MINERAL INTERESTS

As of May 31, 2014 and 2013 the Company had $-0- and $575,000, respectively, of capitalized costs related to the acquisition of mineral interests on various properties throughout the United States. On May 31, 2014 an impairment of mineral interests was recorded in the full amount of $582,820, as the Company had abandoned the property on December 9, 2013. As of May 31, 2014 the Silver Strike Property is the only property the Company is exploring.

F-10

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of 1,000,000 preferred shares with 675,000 preferred shares issued and outstanding at a par value of $0.001 per preferred share. Common stock consists of 499,000,000 authorized shares of $0.001 par value common stock. As of May 31, 2014 and 2013 there were 2,288,996 shares issued and outstanding.

Common Stock Activity, Fiscal Year Ended May 31, 2014

On May 12, 2014 the Company declared a 1:30 reverse split of its common stock, which is retroactively reflected in the financial statements.

Common Stock Activity, Fiscal Year Ended May 31, 2013

The Company issued 30,556 shares of common stock for cash of $500,000.

The Company issued 20,000 shares of common stock for the acquisition of mineral claims. The shares were valued at fair market value of $235,000.

On October 17, 2012 the Company entered into a Share Issuance Agreement with an unrelated third party entity. Pursuant to the terms of the agreement, the third party agreed to provide a financing line to the Company of no greater than $2,500,000, from which the Company can receive advances of no more than $250,000 per advance. In exchange for any advances made, the Company agrees to issue shares of its common stock. The number of shares to be issued shall be based upon a ten percent discount to the average of the closing trading prices of the five day period immediately prior to issuance. As of May 31, 2014 no advances have been received by the Company.

On October 19, 2012 the Company cancelled 266,667 shares of common stock held by a director of the Company who is a related party.

NOTE 7 – STOCK OPTIONS AND WARRANTS

The Company utilizes the Black-Scholes option-pricing model for calculating the fair value of the options granted as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock.

Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options.

F-11

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)

On October 25, 2010 the Company issued 11,872 units consisting of one share of common stock and one warrant for cash at $0.63 per share. The attached warrants are exercisable for two years from issuance and have an exercise price of $0.85 per share for one year from issuance which increased to $1.05 in the second year. The Company used the Black-Scholes option pricing model to value the warrants based on the terms of the warrant, a volatility of 350 percent, risk free rate of 0.37 percent, and a stock price and issuance of $0.63. Based on this calculation, the Company determined that the relative fair value of the warrants is $136,699 and allocated this amount of the additional paid-in capital to the warrants. These warrants expired during the year ended May 31, 2013.

A summary of all warrants outstanding and exercisable as of May 31, 2014 and changes during the year then ended is set forth below:

Options

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (Years)

Aggregate
Intrinsic
Value

Outstanding at the beginning of period

—

Granted

—

Expired

—

Exercised

—

Forfeited

—

Outstanding at the end of Period

—

Exercisable at the end of Period

—

A summary of all employee options outstanding and exercisable under the plan as of May 31, 2013 and changes during the year then ended is set forth below:

Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at the beginning of period		11,872	$	0.38		0.40	$	136,699
Granted		—		—		—		—
Expired		11,872		—		—		—
Forfeited		—		—		—		—
Outstanding at the end of Period		—		—		—		—
Exercisable at the end of Period		—	$	—		—	$	—

F-12

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 8 – INCOME TAXES

The Company follows ASC 740, under which deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows:

Income tax benefit attributable to:	May 31, 2014			May 31, 2013
Net operating loss	$	(288,030	)	$	(176,577	)
Depreciation and amortization		184			275
Impairment expense		198,159			58,265
Change in valuation allowance		89,687			118,037
Net refundable amount	$	—		$	—

The cumulative tax effect at the expected rate of 34 percent of significant items comprising our net deferred tax amount is as follows:

Deferred tax asset attributable to:	May 31, 2014			May 31, 2013
Net operating loss carryover	$	(944,652	)	$	(656,622	)
Stock issued for services		231,540			231,540
Depreciation and amortization		826			642
Impairment expense		298,074			99,915
Valuation allowance		414,212			324,525
Net deferred tax asset	$	—		$	—

NOTE 9 – CONVERTIBLE NOTE PAYABLE

On January 10, 2014 the Company borrowed $25,000 in the form of a convertible note payable. The note bears interest at 5 percent per annum with principal and interest due in full on January 10, 2015. The note is convertible into shares of the Company’s common stock at a conversion price of $0.016. The Company analyzed the convertible debt for a beneficial conversion feature under ASC 470-20 on the date of the note and determined that a beneficial conversion feature exists. The intrinsic value of the beneficial conversion feature was determined to be $1,407 and was recorded as debt discount. During the year ended May 31, 2014, debt discount of $543 was amortized, leaving $863 of unamortized debt discount at May 31, 2014.

F-13

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 10 – FOURTH QUARTER ADJUSTMENTS

The following relates to adjustments to the February 28, 2014 stated quarter.

The adjustment relates to the January 10, 2014 $25,000 convertible note addition. Whereas the Company had reported a derivative liability of $15,640 and a gain on derivative of $4,931 on their February 28, 2014 quarterly financial statements, the Company should have recorded a beneficial conversion feature of $1,407 related to the $25,000 convertible note and its fixed conversion price of $0.016.


	Nine months ended February 28, 2014

	As Reported			Adjustments			As Restated

Other income (expense):
Gain (loss) on derivative	$	4,931		$	(4,931	)	$	-0-
Amortization of debt discount		(2,762	)		2,573			(189	)
Total other expense		1,985			(2,358	)		(189	)
Net loss	$	(790,523	)	$	(2,358	)	$	(792,881	)

Net loss per share:
Basic and diluted	$	(0.00	)				$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		68,669,881						68,669,881

	February 28, 2014
	As Reported			Adjustments			As Restated
LIABILITIES AND STOCKHOLDERS’ EQUITY
Convertible debt discount	$	(17,809	)	$	16,592		$	(1,217	)
Derivative liability		15,640			(15,640	)		-0-
Total liabilities		52,700			952			53,652
Stockholders’ deficit
Retained earnings (deficit)		(2,721,764	)		(2,358	)		(2,724,122	)
Additional paid-in capital		2,616,805			1,406			2,618,211
Total stockholders’ deficit		(35,555	)		(952	)		(36,507	)
Total liabilities and stockholders’ deficit	$	17,145		$	—		$	17,145

F-14

NATIONAL GRAPHITE CORP

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2014 and 2013

NOTE 10 – FOURTH QUARTER ADJUSTMENTS (Continued)

	Nine months ended February 28, 2014
	As Reported			Adjustments			As Restated
OPERATING ACTIVITIES
Net loss	$	(790,523	)	$	(2,358	)	$	(792,881	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization of discount on notes payable		2,762			(2,573	)		189
Gain/loss on derivative liabilities		(4,931	)		4,931			-0-
Net Cash Used by Operating Activities	$	(189,057	)	$	—		$	(189,057	)

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855 Company management reviewed all material events through filing of these financial statements and there are no material subsequent events to report.

F-15

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On May 9, 2014 our Board of Directors approved The Company change its Auditor from Goldman Accounting Services CPA, PLLC, Suffern NY to Sadler Gibb & Associates LLC Salt Lake City UT. None of the reports of Goldman Accounting Services CPA, PLLC, Suffern NYon the Company's financial statements for either of the two most recent fiscal years, contain an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended May 31, 2014, a going concern qualification in the registrant's audited financial statements. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the past two fiscal years and interim periods.

Item 9A(T). Controls and Procedures.

As of May 31, 2014, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Internal Control Over Financial Reporting

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2014. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal year covered by this Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of May 31, 2014:

i)	Lack of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.

ii)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

iii)	Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting.

The Company has not taken any steps at this time to address these weaknesses but will formulate a plan before fiscal year ending May 31, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

At a shareholders meeting held in December 2009, the stockholders approved the election of director, Kenneth B. Liebscher, to serve until the next Annual General Meeting of Shareholders or until his respective successor is elected or appointed;

At a shareholders meeting held in January 2010, the stockholders approved the name change of the corporation from Sierra Ventures Inc to Lucky Boy Silver Corp. and the forward split of our company stock of 15:1. On May 9, 2012 the stockholders approved the name change of our Company to National Graphite Corp.

Change of Jurisdiction

On March 22, 2011, the corporation converted from a Wyoming corporation to a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes 92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of the corporation. The voting and other rights of the common and preferred shares of the company’s capital stock remain substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001per share.

Name Change

On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.” On May 9, 2012 we changed the name of our Company to National Graphite Corp. Our shares of common stock are quoted on the OTC Bulletin Board under the symbol “NGRC”. Our CUSIP number is 631268 104. The quotation was first posted at the opening on May 29, 2009 with an opening bid of $0.05 ($0.0033 post-split) and offer at $0.10 ($0.0067 post-split).

Letter Agreement

On February 8, 2010, Ken Liebscher, our President, Chief Executive Officer, signed a letter agreement with Monte Cristo Projects LLC and Alan Chambers, whereby Mr. Liebscher has agreed to acquire 38 unpatented BLM claims including those known as Silver Summit and Silver Strike and two historic silver mine leases known as Lucky Boy Silver Mine and the Black Butte Silver Mine (“AG Properties”), all located in Mineral County, State of Nevada.

In consideration for the claims, Mr. Liebscher agreed that the Company pay US$55,000 to Monte Cristo Projects LLC and issue 2,500 shares of common stock of our company to Monte Cristo Projects LLC and 2,500 shares of common stock of our company to Alan Chambers.

On February 23, 2010, Mr. Liebscher assigned all of his right, title and interest in and to the letter agreement and the AG Properties to our company in consideration for $1.00. Our company will carry out the obligations and take the benefit of the letter agreement.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Position Held with Our

Date First Elected

Name

Company

Age

or Appointed

Kenneth B. Liebscher

FortunatoVillamagna

Howard Bouch

Chief Executive Officer

President/Director
Secretary
Director

Chief Financial Officer

Director

December 15, 2009

January 5, 2010

November 1, 2012

None of the directors or officers has professional or technical accreditation in the exploration, development or operations of mining or mining related projects. During the past year, our president, Mr. Liebscher, spent approximately 50% of his time

(approximately 20 hours per week) on the affairs of National Graphite. For the coming year, it is anticipated that time commitment and requirement will remain approximately the same.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director and executive officer of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Kenneth B. Liebscher, Chief Executive Officer, President, Director

Ken Liebscher was appointed as our President, Chief Executive Officer and a director of our company on December 14, 2009. Mr. Liebscher was our Chief Financial Officer and Secretary from December 14, 2009 to January 5, 2010.

Mr. Liebscher is a seasoned international businessman with over 35 years of securities and executive management experience. Mr. Liebscher is a graduate of St. George's School, Vancouver, British Columbia and also attended the University of British Columbia.

Mr. Liebscher held executive level positions while at the world's largest dental products manufacturer, Dentsply International Inc., where he spent over 22 years in positions culminating as the Manager of their West Coast Division, headquartered in San Francisco, California. Mr. Liebscher was recruited by a major Europe-based competitor, Ivoclar Liechtenstein in 1990 to lead their entry into the North American market and, from 1990 to 1992, became Executive Vice President of Sales and Marketing and helped expand this company’s sales to $300M US.

Mr. Liebscher became a director of a publicly held company called E.T.C. Industries Ltd. in 1992 and became President of its wholly owned subsidiary, THE ELECTRIC CAR COMPANY and, in 1994, led a team that developed the MI-6 prototype electric car from the ground up.

Mr. Liebscher served as a director on Belmont Resources Inc (TSX BEA), a mining exploration company from 1992 until November 2009. He served as an officer and director of Highbank Resources Inc (TSX HBK) from 1992 through 2002. This experience has resulted in his involvement in mineral exploration projects in Peru, Eastern Europe (Slovak Republic), and British Columbia, Ontario, Quebec and New Brunswick (Canada).

Mr. Liebscher currently also serves on the Board of Directors of Tiger Oil & Energy, Inc. (TGRO.OTC BB).

We believe Mr. Liebscher is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations in addition to his education and business experiences as described above.

Dr. FortunatoVillamagna, Secretary, Director

Dr. FortunatoVillamagna was appointed as Secretary and a director of our company on January 5, 2010.

Dr. Villamagna has over 25 years of domestic and international experience in the mining services, specialty and bulk chemicals, capital equipment, bioenergy, aerospace and energetic materials businesses used in the mining industry. Dr. Villamagna holds a PhD in Chemistry and MBA in Global Management, and has worked throughout North America, Europe, Australia and West Africa. In addition to joining National Graphite, Dr. Villamagna also served as CEO of UTEC Inc. Prior to the role Dr. Villamagna served as President of BioEnergy Systems, a technology company serving the biofuels industry. Prior to that Dr. Villamagna was Vice President – Business Development for American Pacific Corporation (AMPAC), a publically listed company with divisions and subsidiaries that manufacture active pharmaceutical ingredients and registered intermediates, energetic products used primarily in space flight, aerospace and defense systems, clean fire- extinguishing agents and water treatment equipment. Prior to that Dr. Villamagna was the Vice President Technology, Americas and Europe for Orica Inc., an Australian-owned, publicly-listed global company, and global leader in mining products and services. Prior to that Dr. Villamagna was the Director of Bulk Delivered Products for Energetic Solutions, Inc., a part of UK Based ICI Explosive.

Dr. Villamagna currently also serves on the Board of Directors of Northumberland Resources Inc. (NHUR.OTC BB).

We believe Dr. Villamagna is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations in addition to his education and business experiences as described above.

Howard Bouch, Chief Financial Officer, Director.

Howard Bouch, age 68, is a Private Practice Chartered Accountant with over 36 years of Public and Private international experience. Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch started his career in the Mining Sector when he joined Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for Nchanga Consolidated Copper Mines (world's 2nd largest) from 1972 - 1976. In 1976, Mr. Bouch returned to the UK and joined Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief Accountant of a private building firm in Cumbria, England from 1978 - 1984. In 1984 Mr. Bouch established a Private Practice as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is also a Director of Viavid Broadcasting Inc., (symbol VVDB), Tiger Oil and Energy, Inc. (symbol TGRO), Universal Potash Corp., (symbol UPCO), and Black Hawk Exploration (symbol BHWX).

We believe Mr. Bouch is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations in addition to his education and business experiences as described above.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten years, none of our executive officers or directors have had any of the following events occur:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and

other minor offenses;

being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business;

being found by a court of competent jurisdiction, in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

Being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of our common stock to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended May 31, 2014, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name

Number of Late Reports

Number of Transactions Not Reported on a Timely Basis

Failure to File
Requested Forms

Kenneth B. Liebscher

FortunatoVillamagna

None

Ian Jackson

None

Howard Bouch

None

Code of Ethics

Our board of directors on March 22, 2007, adopted a formal written Code of Business Conduct and Ethics and Compliance Program for all officers, directors and senior employees. Our Code of Business Conduct and Ethics and Compliance Program was filed as an exhibit to our Form SB-2 filed with the SEC on October 12, 2007.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that we do not have an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have an audit committee or committee performing similar functions nor do we have a written audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committee can be adequately performed by our board of directors.

Nominating and Compensation Committees

We do not have nominating or compensation committees, or committees performing similar functions. Our board of directors believe that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by our board of directors. Our board of directors has not adopted a charter for the compensation committee.

Our board of directors also is of the view that it is appropriate for us not to have a nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Item 11. Executive Compensation.

General

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2014, and 2013; and

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2014, and 2013,

whom we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Ken Liebscher⁽¹⁾ President, Chief Executive Officer, and Director	2013 2014	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$ $	7,000 12,000	$ $	7,000 12,000
Fortunato Villamagna⁽²⁾ Secretary and Director	2013 2014	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$ $	7,000 12,000	$ $	7,000 12,000
Howard Bouch⁽³⁾ Chief Financial Officer, and Director	2013 2014	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$ $	7,000 12,000	$ $	7,000 12,000

Notes:

⁽¹⁾

Mr. Liebscher was appointed as our President, Chief Executive Officer and a director of our company on December 14, 2009. Mr. Liebscher was our Chief Financial Officer and Secretary from December 14, 2009 to January 5, 2011.

⁽²⁾

Dr. Villamagna was appointed as our Chief Financial Officer, Secretary and a Director on January 5, 2010.

⁽³⁾

Howard Bouch was appointed as our Chief Financial Officer and a Director November 1, 2012.

On November 5, 2012 the Board of Directors authorized payments of $1,000 per month to Directors as Directors Fees.

Options Grants During the Last Fiscal Year / Stock Option Plans

We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.

Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.

Compensation of Directors

On January 24, 2010, we issued 150,000 post-split (10,000 pre-split) shares of our common stock to Ken Liebscher and 30,000 post-split (2,000 pre-split) shares of our common stock to FortunatoVillamgna as director compensation.

On November 5, 2012 the Board of Directors authorized payments of $1,000 per month to Directors as Directors Fees.

Except as disclosed above, the members of the Board of Directors are not compensated by National Graphite for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no employment contracts or other contracts or arrangements with our officers or directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by National Graphite, with respect to the officers, directors, employees or consultants of National Graphite that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, named executive officers and current executive officers, individually and our directors and current executive officers as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾		Percentage of Class ⁽²⁾
Common	Kenneth B. Liebscher 5466 Canvasback Rd, Blaine, WA 98230	755,000⁽⁴⁾ 18,666⁽³⁾	Direct Indirect	33.80%
Preferred	Kenneth B. Liebscher 5466 Canvasback Rd, Blaine, WA 98230	675,000	Direct	100%
Common	FortunatoVillamagna 10805 Bernini Dr., Las Vegas, NV 89141	1,000⁽⁵⁾	Direct	*
Common	Directors and Executive Officers as a Group (2 persons)	774,666	Direct	33.84%

Notes:

* Less than 1%.

⁽¹⁾

Beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this report as of which there were 2,288,996 shares of our common stock issued and outstanding.

⁽²⁾

Based on 2,288,996 shares of common stock issued and outstanding as of the date of this report.

⁽³⁾

These shares are held of record by Wannigan Consulting Corp., a private company of which Mr Liebscher is also President and CEO.

⁽⁴⁾

Includes 10,000 pre-split (150,000 post-split) shares issued to Mr. Liebscher for compensation.

⁽⁵⁾

Consists of 2,000 pre-split (30,000 post-split) shares issued to Mr. Villamagna for compensation.

Changes in Control

We do not anticipate at this time any changes in control of National Graphite. There are no arrangements either in place or contemplated which may result in a change of control of National Graphite. There are no provisions within our Articles or Bylaws that would delay or prevent a change of control.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Except as disclosed herein, there has been no transaction, since June 1, 2008, or currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest.

any director or executive officer of our company;

any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and

any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons.

Director Independence

Our board of directors consists of Kenneth B. Liebscher, Dr. Fortunato Villamagna and Howard Bouch. Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements. According to the definition of “independent director” used in NASDAQ rule 5605(a)(2), Mr. Liebscher, Dr. Villamagnaand Howard Bouchare not independent directors as Mr. Liebscher is our President and Chief Executive Officer and Dr. Villamagna is our Secretary and Howard Bouch is our Chief Financial Officer.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2014, and for fiscal year ended May 31, 2013, for professional services rendered by the principal accountants for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Sadler, Gibb & Associates LLC.and Goldman Accounting Services CPA, PLLC,

	Year Ended
	May 31,
	2014		2013
Audit Fees	$	12,500	$	12,000
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	12,500	$	12,000

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

Our board of directors, which acts as our audit committee, pre-approves all services provided by our independent registered public accounting firms. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent registered public accounting firms and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number	Description
(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
3.2	Bylaws (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
3.3	Amendment to Articles filed with the WY Secretary of State on February 5, 2010 (incorporated by reference to an exhibit to our current report on Form 8-K/A filed on April 2, 2010).
3.4	Certificate of Name Change filed with the WY Secretary of State on February 5, 2010 (incorporated by reference to an exhibit to our current report on Form 8-K/A filed on April 2, 2010).
99.1	Certificate of Change of domicile with the Nevada Secretary of State March 22, 2011 (incorporated by reference to an exhibit to our current report on Form 8-K/A filed on June 6, 2012)
(10)	Material Contracts
10.1	Escrow Agreement dated November 25, 2008 between Ian Jackson, Lucky Boy Silver Corp. (formerly Sierra Ventures, Inc.) and Harcourt Chan (incorporated by reference to an exhibit to our registration statement on Form S-1/A filed on January 14, 2009).
10.2	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to our current report on Form 8-K filed on December 31, 2009).
10.3	Letter Agreement dated February 8, 2010 between Ken Liebscher, Monte Cristo Projects LLC and Alan Chambers (incorporated by reference to an exhibit to our current report on Form 8-K filed on March 1, 2010).
10.5	Assignment Agreement dated February 23, 2010 with Ken Liebscher (incorporated by reference to an exhibit to our current report on Form 8-K filed on March 1, 2010).
10.6	Purchase Agreement dated 4/20/12 with Habitants Minerals Ltd. (incorporated by reference to an exhibit to our current report on Form 8-K filed on April 23, 2012).
10.7	Purchase Agreement dated 4/20/12 with GeoXplor Corp. (incorporated by reference to an exhibit to our current report on Form 8-K filed on May 2, 2012).
	Code of Ethics
10.8	Code of Business Conduct and Ethics & Compliance Program (incorporated by reference to an exhibit to our registration statement on Form SB-2 filed on October 12, 2007).
(31)	Section 302 Certifications
31.1*	Section 302 Certification of Kenneth B. Liebscher
31.2*	Section 302 Certification of Howard Bouch
(32)	Section 906 Certifications
32.1*	Section 906 Certification of Kenneth B. Liebscher
32.2*	Section 906 Certification of Howard Bouch

* Filed herewith

SIGNATURES

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

NATIONAL GRAPHITE CORP.

/s/ Kenneth B. Liebscher

By: Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 30, 2014

Pursuant to the requirements 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.

/s/ Kenneth B. Liebscher

By: Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: September 30, 2014

/s/ FortunatoVillamagna

By: FortunatoVillamagna

Secretary and Director

Date: September 30, 2014

/s/ Howard Bouch

By: Howard Bouch

Chief Financial Officer and Director

(Principal Financial Officer and Principal Accounting Officer)

Date: September 30, 2014

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth B. Liebscher, certify that:

1.	I have reviewed this annual report on Form 10-K/A of National Graphite Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 30, 2014

/s/ Kenneth B. Liebscher

Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Howard Bouch, certify that:

1.	I have reviewed this annual report on Form 10-K/A of National Graphite Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

September 30, 2014

/s/ Howard Bouch

Howard Bouch

Chief Financial Officer, and Director

(Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kenneth B. Liebscher, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(a)	the annual report on Form 10-K/A of National Graphite Corp. for the year ended May 31, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)	information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of National Graphite Corp.

Date: September 30, 2014

/s/ Kenneth B. Liebscher

Kenneth B. Liebscher

President, Chief Executive Officer and Director

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Howard Bouch, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(a)	the annual report on Form 10-K/A of National Graphite Corp. for the year ended May 31, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)	information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of National Graphite Corp.

Date: September 30, 2014

/s/ Howard Bouch

Howard Bouch

Chief Financial Officer, and Director

(Principal Financial Officer and Principal Accounting Officer)

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