NGRC National Graphite Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (the “Exchange Act”)

For the quarterly period ended August 31, 2014

 

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _______ to _______

 

Commission file number: 333-146675

 

NATIONAL GRAPHITE CORP.

(Exact name of small business issuer in its charter)

 

Nevada	27-3787574
(State or other jurisdiction of  Incorporation or organization)	(I.R.S. Employer Identification No.)
7230 Indian Creek Ln., Ste 201,
Las Vegas, NV	89149
(Address of principal executive offices)	(Zip Code)

 

Issuer’s telephone number: (702) 839-4029

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 to Rule 405 of Regulation S-T (§232.405 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 [ ]

 

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 Exchange Act).

 

Yes [   ] No [ X ]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

State the number of shares outstanding of each of the issuer’s classes of common and preferred equity, as of October 16, 2014: 69,790,516 shares of common stock and -0- shares of preferred stock. 

  

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS		2
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.		3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		9
ITEM 4. CONTROLS AND PROCEDURES		9
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		11
ITEM 1A. RISK FACTORS		11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		17
ITEM 4. MINE SAFETY DISCLOSURES		17
ITEM 5. OTHER INFORMATION		17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K		18
SIGNATURES		19

   

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

		Page
Condensed Balance Sheets  – August 31, 2014 (unaudited) and May 31, 2014		F-1
Condensed Statements of Operations for the three months ended August 31, 2014 and 2013 (unaudited)		F-2
Condensed Statements of Cash Flows for the three months ended August 31, 2014 and 2013 (unaudited)		F-3
Notes to Condensed Financial Statements		F-4 - F-5

  

 

 

NATIONAL GRAPHITE CORP.
Balance Sheets
		August 31,				May 31,
		2014				2014
			(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	225			$	815
Total Current Assets			225				815
OTHER ASSETS
Deposits			1,400				1,400
Total Other Assets			1,400				1,400
TOTAL ASSETS		$	1,625			$	2,215
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	39,101			$	29,366
Accounts payable - related parties			66,000				39,000
Accrued interest			798				483
Convertible note payable (net of unamortized discount of $509 and $863)			24,491				24,137
Total Current Liabilities			130,390				92,986
STOCKHOLDERS' (DEFICIT)
Preferred stock, 1,000,000 shares authorized
at par value of $0.001; 675,000
shares issued and outstanding			675				675
Common stock, 499,000,000 shares authorized
at par value of $0.001; 2,288,996 shares
issued and outstanding			2,289				2,289
Additional paid-in capital			2,684,593				2,684,593
Other comprehensive income			59				59
Deficit accumulated during the exploration stage			(2,816,381	)			(2,778,387	)
Total Stockholders' (Deficit)			(128,765	)			(90,771	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)		$	1,625			$	2,215
The accompanying notes are an integral part of these financial statements.

 

 

NATIONAL GRAPHITE CORP.
Statements of Operations
		For the Three Months Ended
		August 31,
		2014				2013
REVENUES		$	—			$	—
OPERATING EXPENSES
Exploration of resource properties			—				33,602
Depreciation expense			—				202
Professional fees			24,590				30,054
General and administrative expenses			12,734				42,618
Total Operating Expenses			37,324				106,476
LOSS FROM OPERATIONS			(37,324	)			(106,476	)
OTHER (EXPENSE)
Interest expense			(670	)			—
Total Other (Expense)			(670	)			—
LOSS BEFORE INCOME TAXES			(37,994	)			(106,476	)
PROVISION FOR INCOME TAXES			—				—
NET LOSS		$	(37,994	)		$	(106,476	)
BASIC AND DILUTED LOSS PER SHARE		$	(0.02	)		$	(0.05	)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING			2,290,516				2,290,516

 

 

NATIONAL GRAPHITE CORP.
Statements of Cash Flows
		For the Three Months Ended
		August 31,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(37,994	)		$	(106,476	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense			—				202
Amortization of debt discount			354				—
Changes to operating assets and liabilities:
Note receivable - related party			—				(6,545	)
Accounts payable			9,735				(400	)
Accounts payable - related party			27,000				—
Accrued interest			315				—
Net Cash Used in Operating Activities			(590	)			(113,219	)
CASH FLOWS FROM INVESTING ACTIVITIES			—				—
CASH FLOWS FROM FINANCING ACTIVITIES			—				—
NET (DECREASE) IN CASH			(590	)			(113,219	)
CASH AT BEGINNING OF PERIOD			815				187,622
CASH AT END OF PERIOD		$	225			$	74,403
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest		$	—			$	—
Income Taxes		$	—			$	—
NON CASH FINANCING ACTIVITIES:		$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

 

NATIONAL GRAPHITE CORPORATION

Notes to Condensed Financial Statements

August 31, 2014 and May 31, 2014

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2014, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 2014 audited financial statements. The results of operations for the periods ended August 31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.

 

NOTE 2 - GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern and no revenues are anticipated until the Company begins extracting and selling gold, and there is no assurance that a commercially viable deposit exists 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. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

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 ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.

  

 

 

NATIONAL GRAPHITE CORPORATION

Notes to Condensed Financial Statements

August 31, 2014 and May 31, 2014

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Basic Loss per Common Share

 

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. Due to net losses at August 31, 2014 and 2013, the effect of the potential common shares resulting from warrants was excluded, as the effect would have been anti-dilutive.

 

		For the Three Months Ended August 31, 2014				For the Three Months Ended August 31, 2013
Net loss (numerator)		$	(37,994	)		$	(106,476	)
Weighted-average number of common shares outstanding (denominator)			2,288,996				2,288,996
Net loss per share amount		$	(0.00	)		$	(0.00	)

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development or exploration stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of August 31, 2014.

 

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

 

NOTE 4 - 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 $1,406 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. As of August 31, 2014 and additional $354 in debt discount had been amortized, leaving $509 of unamortized debt discount at August 31, 2014.

 

NOTE 5 - 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, other than those listed in the paragraphs below:

 

On September 22, 2014 the Company issued 67,500,000 shares of common stock upon conversion of 675,000 shares of preferred stock.

   

 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These forward-looking statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. 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”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in Item 1A. Risk Factors on page 15 that may cause our 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.

 

GENERAL INFORMATION

 

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 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 March 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. 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 August 31, 2014, should be read in conjunction with the corporation’s financial statements, including the notes thereto contained elsewhere in this Form 10-Q and in our annual report filed on Form 10-K.

 

Overview

 

We are a start-up, exploration stage, company engaged in the search for gold, silver, graphite 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.

 

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 May 25, 2011 we expanded our claims in the Silver Strike area from 12 to 68 unpatented claims renaming them the LAG claims. In September 2014, the claims lapsed but the Company is pursuing the filing of the requisite notices of location and intends to proceed with this project.

 

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 National Graphite 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 Plan of Operation

 

We have entered into negotiations to acquire Biotech Development Corp. on a share exchange basis. Final terms have not been yet been determined.

 

Results of Operations

 

Our comparative periods for the period ended August 31, 2014 and May 31, 2014 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 August 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.

  

Three Months Ended August 31, 2014 and August 31, 2013.

 

Revenues

 

We did not generate any revenues from operations for the three month periods ended August 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 three-month periods ended August 31, 2014 and 2013.

 

		Three  months				Three  months
		Ended				Ended
		August 31, 2014				August 31, 2013
Professional fees		$	24,590				30,054
Depreciation			—				202
Exploration  of  resource  property			—				33,602
General  and  administrative			12,734				42,618
Total  operating  expenses		$	37,324				106,476

  

 

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 three months ended August 31, 2014 and 2013, Operating Expenses decreased to $37,324 from $106,476 due primarily to the Company’s decreased exploration of resource properties, coupled with decreased professional fees.

 

Other expenses for the three months ended August 31, 2014 included Interest Expense of $670, compared to $-0- for the three month period ended August 31, 2013.

 

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

 

On October 17, 2012 we announced that the Company had entered into an equity financing agreement for up to $2,500,000. Under the terms of the agreement, the Company may from time to time request a purchase of up to $250,000 per request at price of 10% discount to the average price of our shares over the previous five trading days. As part of the terms of the financing, management cancelled 8,000,000 of its common shares in order to minimize dilution as a result of this transaction.

 

Based on our current plan of operations, we do not have sufficient funds for the next twelve months, and we will require additional funds to continue our exploration operations.

 

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 in order 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 August 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 August 31, 2014, we had a working capital balance of negative $130,165.

 

		August 31,				May  31
		2014				2014
Current  Assets		$	225				815
Current  Liabilities			130,390				92,986
Working  Capital		$	(130,165	)			(92,171	)

 

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

 

		Three months				Three months
		Ended				Ended
		August 31, 2014				August 31 2013
Net cash used in operating activities		$	(590	)		$	(113,219	)
Net cash provided by investing activities			—				—
Net cash provided by financing activities			—				—
Net decrease in cash		$	(590	)		$	(113,219	)

 

Net cash used in operating activities

 

Net cash used in operating activities for the three months ended August 31, 2014 and August 31, 2013 was $590 and $113,219, respectively. This negative cash flow from operations is due primarily to the fact that the Company has not generated revenue to date.

 

 

Net cash used in investing activities

 

The Company had no cash flows from investing activities during the three-month periods ended August 31, 2014 and 2013, respectively.

 

Net cash provided by financing activities

 

The Company had no cash flows from financing activities during the three-month periods ended August 31, 2014 and 2013, respectively.

 

Inflation / Currency Fluctuations

 

Inflation has not been a factor during the nine months ended August 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

 

September 22, 2014 our CEO and President, Ken Liebscher converted all 675,000 of his preferred shares to 67,500,000 common shares which represents 97% of the issued and outstanding common shares of the Company.

 

In accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no other 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

As of August 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 August 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 August 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 re-evaluate 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.
iv)	Lack of sufficient accounting expertise. We do not have any internal accounting staff with adequate knowledge of US GAAP accounting. We have not maintained adequate internal controls over financial reporting to ensure that we adopted accepted accounting policies with respect to routine matters, such as proper accounting and disclosure.

 

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 CONTROLS.

 

There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control 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.

  

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against our company, 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 our interest. 

 

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 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 have no business history upon which an evaluation of our future success or failure can be made. As of August 31, 2014 our net loss since inception was $2,721,764. 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 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 commercial quantities of graphite, gold or silver if we find graphite, gold or silver it may not be in economic quantities. If we fail to find any graphite, gold or silver or if we are unable to find graphite, 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 gold or silver in sufficient quantity to warrant recovery it ultimately may not be recoverable. Finally, even if any gold or silver is recoverable, we do not know that this can be done at a profit. Failure to locate gold or silver in 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 our 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

 

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 68,669,881 shares are issued and outstanding as of March 7, 2014 and 1,000,000 shares of preferred stock, of which 675,000 shares are issued and outstanding as of March 7, 2014. Each share of preferred stock is convertible into 100 shares of common stock (1:100) and each share of preferred stock is entitled to 100 votes and thus the conversion of our preferred stock would result in significant dilution to holders of our common stock. 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 $37,994 and $106,476, respectively, for the three months ended August 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not Applicable

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

Exhibit  No.		Description
3.1		Articles of Incorporation  filed  as  an  exhibit  to  our  Form  SB-2  filed  on  October  12,  2007
3.2		Bylaws filed as  an  exhibit  to  our  Form  SB-2  filed  on  October  12,  2007
3.3		Filed Articles of Conversion and Corporate Charter issued by  the  Secretary  of  State  of  the  State of Nevada  filed  as  an  exhibit  to  our  Form  8-K  on  April  5,  2011
3.4		Filed Amended Articles changing name to National Graphite Corp. filed as an exhibit to our Form 8K  on  9/04/12.
10.1		Form of Private Placement subscription agreement attached as an exhibit to our Form SB-2 filed  on October  12,  2007
10.2		Escrow Agreement dated November 25, 2008 between  Ian  Jackson,  Sierra  Ventures  Inc.  and  Harcourt  Chan  filed  as  an  exhibit  to  our  Form  S-1/A  filed  on  January  14,  2009
10.3		Form of  Private  Placement  subscription  agreement  filed  as  an  exhibit  to  our  Form  8-K  filed  on December  31,  2009
10.4		Letter Agreement dated February 8, 2010 between Ken  Liebscher,  Monte  Cristo  Projects  LLC and  Alan Chambers  filed  as  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  filed  as  an  exhibit  to  our current  report  on  Form  8-K  filed  on  March  1,  2010
10.6		Share Issuance Agreement  dated  October  25,  2010  between  Lucky  Boy  Silver  Corp.  and  Cardinal Capital  Holdings  Limited  (incorporated  by  reference  to  an  exhibit  to  our  current  report  on  Form  8-K  filed  October  29,  2010)
10.7		Investor Relations Agreement  dated  December  31,  2010  with  International  IR,  Inc. (incorporated  by reference  to  an  exhibit  to  our  current  report  on  Form  10Q  filed  January  17,  2012)
10.8		Share Issuance Agreement  dated  October  16,  2012  between  National  Graphite  Corp. and Calypso Financial  Limited  with  addendum.
10.9		Election of director Howard Bouch (incorporated by reference to an exhibit to our current report on Form 8-K filed November 12, 2012.)
10.10		Code of Ethics  filed  as  an  exhibit  to our Form SB-2 filed on October 12, 2007
31.1*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
31.2*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
32.1*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
99.0		Form 14c authorizing change in Company shares authorized from 500,000,000 common to 499,000,000 common and 1,000,000 preferred with conversion and voting rights of 1:100 filed on Form  8-K filed  on  December  27,  2010
99.1		Purchase Agreement with Habitant Minerals filed as an exhibit to our current report on Form 8K filed on April 23, 2012.
99.2		Purchase Agreement with GeoXplor Inc. filed as an  exhibit  to  our  current  report  on  Form  8K  filed  on  May  02,  2012.
99.3		Consulting Agreement with Harbortown Inc. filed as an exhibit to our current report on Form 10Q filed on  April 21, 2014

   

 

SIGNATURES

  

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

 

				NATIONAL GRAPHITE CORP.
				(Registrant)
				Date: October 16, 2014
By:	/s/  Kenneth  Liebscher		By:	/s/  FortunatoVillamagna
	KENNETH B.  LIEBSCHER,			DR.  FORTUNATO  VILLAMAGNA,
	President,  Chief  Executive  Officer			Secretary, Director
	Principal  Executive  Officer
	/s/ Howard Bouch
	Treasurer, Chief Financial Officer,
	Director

 

 

 

 

 

 

 

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 quarterly report of National Graphite Corp. for the quarter ended August 31, 2014,

 

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 subsidiaries, is made known to us by others within those entities, particularly during the period in which the 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 of 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.

 

Date: October 16, 2014

  

/s/ Kenneth B. Liebscher
Kenneth B. Liebscher, CEO

 

 

 

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 quarterly report of National Graphite Corp. for the quarter ended August 31, 2014.

 

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 subsidiaries, is made known to us by others within those entities, particularly during the period in which the 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 of 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.

 

Date: October 16, 2014

 

/s/ Howard Bouch
Howard Bouch, CFO

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED

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

 

The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 of National Graphite Corp. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.

 

Very truly yours,

 

/s/ Kenneth B. Liebscher
Kenneth B. Liebscher
Chief Executive Officer
Dated: October 16, 2014.
/s/ Howard Bouch
Howard Bouch
Chief Financial Officer
Dated: October 16, 2014

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to National Graphite Corp. and will be furnished to the Securities and Exchange Commission or its staff upon request.