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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

~~For the~~ANNUAL ~~fiscal~~REPORT ~~year~~UNDER ~~ended~~SECTION ~~May~~13 ~~31,~~OR ~~2014~~15(D) OF THE SECURITIES

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

For the ~~transition~~fiscal ~~period~~year ~~from~~ended ~~_______~~May to31, ~~_______~~2015

Commission ~~file~~ ~~number~~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 [ ]

Indicateby 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.

2,288,996common shares at $0.018on 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 date2,288,996 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 3.33 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.

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 16,633,333 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 16,633,333 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~~Exact ~~Boy~~name ~~Silver~~of ~~Corp.~~Registrant as specified in its charter)

(An Exploration Stage Company)


Nevada	26-0665441
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

Linienstrasse 75 Duesseldorf, Germany		40237
(Address of principal executive offices)		(Zip Code)

Schadowstr. 72, Duesseldorf, Germany, D - 40212

~~AUDIT REPORT~~(Former OFname ~~INDEPENDENT~~or ~~REGISTERED~~former ~~PUBLIC~~address, ~~ACCOUNTANTS~~if changed since last report)

~~AND~~Registrant’s telephone number, including area code: 49 172 6544175

~~FINANCIAL STATEMENTS~~Securities registered under Section 12(b) of the Exchange Act: None

~~May 31~~Securities registered under Section 12(g) of the Exchange Act: Common Stock, ~~2014~~$0.001 ~~and~~Par ~~2013~~Value

27Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

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

Indicate by check mark whether the issuer (1) 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 [ ] No [X]

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 pursuant to Rule 405 of Regulation S-T 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 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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 0-K. [ ]

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 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	[X] Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity on November 30, 2014 held by non-affiliates of the registrant based on the price last sold on such date was approximately $21,884,784. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.

As of November 15, 2016, there were 154,308,415 shares of the registrant’s Common Stock outstanding.

NATIONAL GRAPHITE CORP.

~~(An Exploration~~Report ~~Stage~~on ~~Company)~~Form 10-K

INDEX


PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	35
Item 9A.	Changes and Procedures	35
Item 9B.	Other Information	36
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	36
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
Item 14.	Principal Accountant Fees and Services	41
PART IV.
Item 15.	Exhibits	42

		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

FORWARD-LOOKING STATEMENTS

28This report contains statements that constitute “forward-looking statements.” These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology like “believes,” “anticipates,” “expects,” “estimates,” “envisions,” “plans,” “projects” or similar terms. These statements appear in a number of places in this report and include statements regarding our intent, belief or current expectations and those of our directors or officers with respect to, among other things: (i) trends affecting our financial condition or results of operations, (ii) our business and growth strategies, and (iii) our financing plans. You are cautioned that any forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the effect of inflation and other negative economic trends and developments on the business of our customers and other barriers, examples being government regulation and competition. All forward-looking statements attributable to us are expressly qualified in their entirety by this foregoing cautionary statement.

~~REPORT OF~~Unless ~~INDEPENDENT~~otherwise ~~REGISTERED~~noted, ~~PUBLIC~~references ~~ACCOUNTING~~in ~~FIRM~~this report to the “Company,” National Graphite,” “NGRC,” “we,” “our,” or “us” means National Graphite Corp.

ToPART ~~the Board of Directors~~I.

~~We have~~ITEM ~~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~~1. ~~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.BUSINESS

~~In our~~General ~~opinion~~Development ~~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.~~Business

~~The accompanying~~National ~~financial~~Graphite ~~statements~~Corp., ~~have~~a ~~been~~Nevada ~~prepared~~corporation ~~assuming~~(“NGRC”), ~~that~~was originally incorporated in the ~~Company~~State ~~will~~of ~~continue~~Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a ~~going~~fiscal ~~concern~~year end of May 31. AsOn ~~discussed in~~February ~~the~~5, ~~Note~~2010 2we filed an Amendment to Articles with the ~~financial~~Wyoming ~~statements,~~Secretary ~~the~~of ~~Company~~State ~~has~~and ~~recurring~~changed ~~net~~our ~~losses~~name from “Sierra Ventures Inc.” to “Lucky Boy Silver Corp.” We changed our company name to National Graphite Corp. on May 9, an2012. ~~accumulated~~We ~~deficit~~changed the name of ~~$2,778,387~~our company to better reflect the direction and abusiness ~~working capital~~of ~~deficit~~our company. On March 22, ~~all~~2011, ofthe ~~which~~corporation ~~raises~~converted ~~substantial~~from ~~doubt~~a ~~about~~Wyoming ~~its~~corporation ~~ability~~to a Nevada corporation pursuant to ~~continue~~Wyoming asStatutes aTitle ~~going~~17, ~~concern~~ch. ~~Management’~~16, Sect.(s) ~~plans concerning~~820, ~~these~~821 ~~matters~~and ~~are~~1114 ~~also~~and ~~described~~Nevada inRevised Statutes 92A.205. This conversion did not alter the ~~Note~~number 2of toauthorized shares, or the ~~financial~~number ~~statements~~of issued and outstanding shares, of the corporation. The ~~accompanying~~voting ~~financial~~and ~~statements~~other ~~do not~~rights ~~include~~of ~~any~~the ~~adjustments~~common ~~that~~and ~~might~~preferred ~~result~~shares ~~from~~of the ~~outcome~~company’s capital stock remain substantially similar under Nevada law. The powers of ~~this~~the ~~uncertainty~~company’s officers, directors and shareholders also remain substantially the same.

~~/s/~~On ~~Sadler~~September 30, ~~Gibb~~ &2014, ~~Associates~~the Company entered into a Share Exchange Agreement with Biotech Development Corp., ~~LLC~~a Nevada corporation (“BDC”) and the shareholders of BDC. In connection with the closing of this transaction, we acquired all of the issued and outstanding shares of BDC, which resulted in BDC becoming our wholly owned subsidiary (the “Acquisition”). The closing of the Acquisition occurred on October 24, 2014.

~~Salt~~We ~~Lake City~~currently conduct our business activities at the office of econico Deutschland GmbH at Schadowstr. 72, UTD - 40212 Duesseldorf, Germany, which consists of approximately 1453 square feet of office/commercial/industrial space. The lease at "Immermannstr." was terminated on 11/30/15 and the lease at "Schadowstr." started on 12/01/15.

~~September 2,~~National ~~2014~~Graphite has never filed for bankruptcy and has never been subject to receivership or similar proceedings.

~~F-1~~National Graphite’s common stock is currently trading on the Pink Sheets under the symbol NGRC.

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, 16,633,333 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.

Financial Information

~~F-2~~The audited financial statements for the fiscal year ended May 31, 2015 are attached hereto as Item 8 in this annual report.

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

Business of Issuer

FPrior to the acquisition of BDC we were a start-3up, exploration stage, company engaged in the search for gold, silver, and related minerals. Our mineral properties were without known reserves and our proposed program was exploratory in nature.

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	)

With the acquisition of BDC complete we ceased all mining exploratory activities and focused in on the business opportunities afforded by the Acquisition.

FBDC is a biopharmaceutical risk/cost-4sharing company operating in Germany, founded in May 2013 to collaborate clinical stage companies that develops new biological entities or new therapeutically platforms in the treatment for various diseases, rare diseases and diseases with unmet needs.

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.

NGRC shares the risks of developing biotechnological companies through all periods of growth after promising therapies and their underlying intellectual properties have been identified. NGRC plans to assist in the formation of business contacts, funding, and the strategic positioning of these clinical stage companies.

~~F-5~~NGRC currently is collaborating with Proteo Inc. (www.proteo.de). Proteo Inc. is a clinical stage drug development company and is developing, and intends to promote and market biopharmaceuticals and other biotech products. Proteo currently focuses on the clinical development of ELAFIN for treatment of postoperative inflammatory complications in the surgical therapy of esophagus carcinoma. Clinical trials for further indications and preclinical research into new fields of application are being conducted.

~~NATIONAL~~NGRC ~~GRAPHITE~~is ~~CORP~~pursuing the commercial development of Proteo’s lead drug candidate ELAFIN, a human identic protein, in the treatment of postoperative inflammatory complications.

~~(An~~NGRC ~~Exploration~~has ~~Stage~~a ~~Company)~~small staff of highly qualified and experienced managers who have successfully funded early stage pharmaceutical companies. Proteo’s achievements to date have been supported by different grants and private investment raised by NGRC managers. The company’s lead product is a patented protein based on the body’s own tools.

~~Notes~~New tobiological ~~Financial Statements~~Entity

~~May~~Currently ~~31,~~available ~~2014~~pharmaceutical drugs cannot cover the requirements for innovative therapies in indications with highly recommended medical needs. These continuous medical needs opens a highly and ~~2013~~still underachieved potential for the “Red Biotechnology”.

~~NOTE 1~~New –therapeutically ~~NATURE OF OPERATIONS~~platforms

~~National Graphite~~It ~~Corporation~~is ~~formerly~~scientifically ~~known~~proven asthat ~~Lucky~~the ~~Boy~~use ~~Silver~~of ~~Corporation,~~bio ~~which~~- ~~was~~technological ~~formerly~~methods, ~~known~~the astherapeutic ~~Sierra~~possibilities ~~Ventures,~~in ~~Inc.~~medicine ~~(“the Company”)~~are ~~was~~well ~~incorporated~~advanced ~~under~~in the ~~laws~~development of ~~the State of Wyoming on October 19, 2006~~drugs. OnImproved ~~May~~diagnoses 8,pioneered ~~2012~~ the ~~Company~~way ~~filed an Amendment~~ to ~~Articles~~individualized, ~~with~~patient ~~and~~customized ~~changes~~therapy. ~~its~~These ~~name~~innovation ~~from~~leads ~~“Lucky~~on ~~Boy Silver Corporation”~~ to ~~“National~~significant ~~Graphite Corporation.”~~higher Onefficiency ~~February~~in ~~5, 2010~~ the ~~Company~~treatment ~~filed~~accompanied anby ~~Amendment~~lower toside ~~Articles~~effects ~~with the Wyoming Secretary of State~~ and ~~changed its~~reduced ~~name from “Sierra Ventures Inc~~expenses.” toThe ~~“Lucky~~shorter ~~Boy~~hospitalization ~~Silver~~and ~~Corporation.”~~quicker Onrecovery ~~March~~warrant ~~22, 2011,~~ the ~~Company pursuant~~higher toprice ~~Wyoming~~of ~~and~~biopharmaceutical ~~Nevada~~therapies ~~law converted from a Wyoming corporation to a Nevada corporation~~overall.

~~The Company~~Surging ishealth ancare ~~“exploration~~expenses 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.worldwide

~~NOTE~~ A health care study of the OECD shows that a German today is 80.2 –years ~~GOING~~of ~~CONCERN~~age on average. 30 years ago the average life expectancy was almost 9 years shorter. These demographically shift and the increased prosperity associated with increased health consciousness implicate the increased demand for innovative pharmaceutical agents. Diseases like Alzheimer and carcinoma are predominantly age-related and rising adiposity leads to diabetes, coronary infarction and respiratory diseases.

~~The Company’s~~Strong ~~financial~~growing ~~statements~~health atcare ~~May~~organizations 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~~emerging 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.markets

~~Management’s plan~~Emerging tomarkets ~~support~~like ~~the~~BRICs ~~Company~~(Brasilia, inRussia, ~~its~~India, ~~operations~~China and toSouth ~~maintain~~Africa) ~~its~~are ~~business~~improving ~~strategy~~their ishealth tocare ~~raise~~systems ~~funds through public offerings~~ and totransfer ~~rely on officers and directors to perform essential functions with minimal compensation. If~~ the ~~Company~~health ~~does~~care ~~not~~expenses ~~raise all of the money it needs~~ from ~~public~~private ~~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~~. IfTherefore ~~the~~more ~~Company~~people ~~requires additional cash and~~ can’t ~~raise~~effort ~~it,~~cost-intensive itbiotechnological ~~will~~treatments ~~either~~and ~~have~~the tomarket ~~suspend~~for ~~operations~~these ~~until~~biotechnological ~~the~~products ~~cash~~ is ~~raised, or cease business entirely~~expanding.

~~The accompanying~~Liquidity ~~financial~~for ~~statements~~biopharmaceutical dodrugs ~~not~~though ~~include~~loss ~~any adjustments related to the recoverability and classification~~ of ~~assets~~patent ~~or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.~~protection

~~NOTE 3~~In –the ~~SUMMARY~~United OFStates ~~SIGNIFICANT~~by ~~ACCOUNTING~~2018 ~~POLICIES~~drugs with a market potential of more than US$ 100 billion will lose the patent protection. Generic manufacturers will penetrate into the market with less expensive products which leads to a huge financial relief of the health care system. Therefore capacities for new innovative drugs of the biopharmaceutical industry are available.

~~Basis of Presentation~~(1)

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

~~F-6~~ELAFIN

~~NATIONAL~~Currently ~~GRAPHITE~~the ~~CORP~~lead active agent Elafin is continuously validated. ELAFIN is a soluble endogenous protein produced by the human body and is a natural inhibitor of two tissue destroying enzymes, neutrophile elastases and proteinase-3. Both of these enzymes are known to be involved in the inflammatory response occurring in a variety of diseases. Furthermore, ELAFIN inactivates an additional enzyme (endogenous vascular elastics), which is involved in inflammatory damage to blood vessels.

~~(An~~ELAFIN ~~Exploration~~is ~~Stage~~unique ~~Company)~~due to its human origin, its specificity for the relevant human proteases and its low toxic potential compared with synthetic alternatives. Due to its broad anti-inflammatory mode of action, ELAFIN represents a multi indication product.

~~Notes~~Orphan toDrug ~~Financial Statements~~designation

~~May~~ELAFIN ~~31,~~was ~~2014~~granted Orphan Drug designation by the FDA and ~~2013~~the European pendant EMA for the treatment of PAH and the prevention of inflammatory complications of transthoracic esophagectomy.

~~NOTE~~Unique 3selling ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~point

~~Use~~ ELAFIN, a new biological entity is bringing a paradigm change in the treatment of ~~Estimates~~severe inflammatory processes within the organism. The significantly good tolerance compared with synthetic alternatives means tremendous advantages in the treatment of inflammatory complications in the major surgery.

~~In preparing~~Clinical ~~financial~~Development ~~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.~~ELAFIN

~~Concentration~~ After developing a production procedure for ELAFIN, Proteo Inc. has initiated clinical trials to achieve governmental approval for the use of ~~Credit~~ELAFIN ~~Risk~~as a drug in Europe. For this purpose, the Company has contracted an experienced Contract Manufacturing Organization in Europe to produce ELAFIN in accordance with GMP (Goods Manufactured Practice) standards as required for clinical trials. The excellent tolerability of ELAFIN in human subjects was demonstrated in a Phase I clinical single dose escalating study. The drug candidate is currently in clinical development for three indications.

~~Financial instruments,~~Treatment ~~which potentially subject the Company to concentrations~~ of ~~credit~~Esophagus ~~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.~~Carcinoma

~~Cash~~ Esophageal cancer mainly occurs in elder patients over 50. Complete surgical removal of the tumor offers the best chance of a cure. This surgical procedure, which can last up to 6 hours, is one of the most invasive surgical interventions and ~~Cash~~is ~~Equivalents~~associated with frequent and severe postoperative inflammatory complications leading to delayed recovery, prolonged need of intensive care and substantial postoperative mortality.

~~For purposes~~A doubled-blind, randomized, placebo-controlled Phase II clinical trial on the effect of ELAFIN on the ~~statement~~postoperative inflammatory reactions and postoperative clinical course was conducted in patients undergoing esophagectomy for esophagus carcinoma. Proteo announced the favorable influence of ~~cash~~ELAFIN ~~flows,~~treatment on the ~~Company~~postoperative ~~considers~~recovery ~~all~~in ~~highly~~February ~~liquid~~2011. ~~investments~~The ~~purchased~~trial ~~with~~showed anthat ~~original~~intravenously ~~maturity~~ administered ELAFIN has very clear positive effect on the period of ~~three~~recovery: ~~months~~63 orpercent ~~less~~of the ELAFIN treated patients required only one day of intensive care. All patients in the placebo group needed several days of postoperative intensive medical care. In January 2010 Orphan Drug Designation was awarded to beProteo ~~cash~~by ~~equivalents~~the European Commission for the use of ELAFIN in the treatment of esophagus carcinoma. In March 2013, the US Food and Drug Administration (FDA) has granted orphan drug designation to ELAFIN for the prevention of inflammatory complications of transthoracic esophagectomy.

~~Impairment or~~Currently, ~~Disposal~~Proteo ofis ~~Long~~preparing ~~Lived~~a ~~Assets~~double blind, randomized and placebo-controlled Phase III clinical trial in this acute therapy indication. Proteo has already obtained protocol assistance by the European Medicines Agency (EMA) and the trial is scheduled to start in 2016. The trial is designed to demonstrate efficacy, which is required for an application to receive marketing approval for the European market.

~~In August~~The ~~2001,~~European ~~ASC~~Commission ~~Topic,~~has ~~“Accounting~~granted ~~for~~Orphan ~~the~~Drug ~~Impairment~~Designation orfor ~~Disposal~~ELAFIN ofto ~~Long-Lived~~be ~~Assets”~~used ~~was~~in ~~issued. It clarifies~~ the ~~accounting~~treatment ~~for the impairment~~ of ~~long-lived~~esophageal ~~assets~~cancer and ~~for~~the ~~long-lived~~FDA ~~assets~~has togranted beOrphan ~~disposed~~Drug ~~of,~~Designation ~~including~~for ELAFIN for the ~~disposal~~prevention of ~~business~~ ~~segments~~inflammatory ~~and~~complications ~~major lines~~ of ~~business.~~transthoracic ~~Long-lived~~esophagectomy ~~assets~~within ~~are~~the ~~reviewed~~United ~~when~~States. ~~facts~~The EMA and ~~circumstances~~the ~~indicate~~FDA agreed that ~~the~~no ~~carrying value~~investigations ofin ~~the~~pediatric ~~asset~~populations ~~may~~will ~~not~~ be ~~recoverable. When necessary~~performed, ~~impaired~~as ~~assets~~children are ~~written~~almost ~~down~~not toaffected ~~their~~by ~~estimated~~this ~~fair~~kind ~~value~~of ~~based on the best information available~~cancer.

~~Fair Value~~Treatment of ~~Financial~~Coronary ~~Instruments~~Bypass Patients

~~Pursuant to~~Coronary ~~ASC~~artery ~~820, Fair~~bypass ~~Value~~surgery ~~Measurements~~is ~~and~~a ~~Disclosures,~~procedure anperformed ~~entity~~to isrelieve ~~required~~angina topectoris ~~maximize~~and reduce the ~~use~~risk of ~~observable~~death ~~inputs and~~from ~~minimize~~coronary ~~the~~artery ~~use~~disease. ofIt ~~unobservable~~is ~~inputs~~the ~~when~~most ~~measuring~~frequently ~~fair~~performed ~~value.~~operation ~~ASC~~in ~~820~~cardiovascular ~~establishes~~surgery. aThis ~~fair~~surgical ~~value~~procedure ~~hierarchy~~is ~~based~~associated onwith ~~the level~~postoperative ofmyocardial ~~independent~~and systemic inflammation, ~~objective~~which ~~evidence~~contributes ~~surrounding~~to the ~~inputs~~substantial ~~used~~risk toof ~~measure~~postoperative ~~fair~~myocardial ~~value.~~infarction, Apulmonary ~~financial~~and ~~instrument’s~~renal ~~categorization within~~failure ~~the~~as ~~fair~~well ~~value~~as ~~hierarchy~~stroke. isCardiovascular ~~based~~surgeons ~~upon~~agree ~~the~~that ~~lowest~~there ~~level~~is ofan ~~input~~urgent ~~that~~need isfor ~~significant~~pharmaceuticals tothat ~~the~~can ~~fair~~be ~~value~~administered ~~measurement.~~to ~~ASC 820~~prevent ~~prioritizes~~these ~~the~~postoperative ~~inputs~~complications, ~~into~~to ~~three~~improve ~~levels~~the ~~that~~overall ~~may~~benefit beof ~~used~~bypass tosurgery ~~measure~~for ~~fair~~the ~~value:~~patients.

~~Level 1~~The EMPIRE (ELAFIN Myocardial Protection from Ischemia Reperfusion Injury) Study is a placebo-controlled, double-blinded, Phase II clinical trial. The aim of the study is to investigate the efficacy and safety on intraoperative administered ELAFIN in coronary bypass surgery. The recruitment and treatment of patients into the EMPIRE study was started in the third quarter 2011. Up to date, two planned interim safety analysis of the EMPIRE study have already been conducted. No safety concerns were raised by the Data Monitoring Committee and the continuation of the trial was recommended. In the second quarter 2013, the protocol for the study has been revised to increase the number of study participants from 80 to 118. In July 2013, the first participant to the extension has been recruited. The study is being performed under the supervision of the cardiologist Dr. Peter Henrikson at NHS Lothian’s Edinburgh Heart Centre in association with the University of Edinburgh, one of the leading European universities in

~~Level 1~~the ~~applies~~area toof ~~assets~~cardiovascular orresearch. ~~liabilities~~The ~~for~~study ~~which~~is ~~there~~funded ~~are~~by ~~quoted~~the ~~prices~~Medical inResearch ~~active~~Council ~~markets~~(MRC) ~~for~~and ~~identical~~Chest ~~assets~~Heart or& ~~liabilities~~Stroke Scotland (CHSS) with funding excess of GB£ 500,000.

~~F-7~~Treatment of Kidney Transplantation

~~NATIONAL~~In ~~GRAPHITE~~August ~~CORP~~2007, Proteo entered into a license agreement with Minapharm Pharmaceuticals SAE (“Minapharm”), a well-established Egyptian pharmaceutical company based in Cairo, for clinical development, production and marketing of ELAFIN. Proteo has granted Minapharm the right to exclusively market ELAFIN in Egypt and certain Middle Eastern and African countries. Minapharm has initiated a Phase II clinical trial on the use of ELAFIN in kidney transplantation patients. This trial is concerned with the prevention of acute organ rejection and will be conducted at the University of Cairo. The start and conduct of the trial may be influenced by the actual political situation in Egypt. Actually, the consequences cannot be overseen by management.

~~(An~~Preclinical ~~Exploration~~Research ~~Stage~~- ~~Company)~~Pulmonary Arterial Hypertension and Lung Diseases

~~Notes~~Pulmonary Arterial Hypertension (PAH) is a severe and, as yet, incurable lung disease which, if left untreated, is fatal within a few years. PAH is caused by the progressive narrowing of the pulmonary arterial blood vessels. This is due to ~~Financial~~a ~~Statements~~pathological proliferation of the muscle cells within the vessel wall and the subsequent transformation of the muscle cells into connective tissue. The resulting narrowing of the pulmonary artery blood vessels leads to a decrease in oxygen supply to the body and, due to increased pulmonary blood pressure, to a substantial overexertion of the heart. Affected patients suffer from severely reduced exercise capacity. While currently available treatments have increased life expectancy by 5 to 7 years by retarding the advancement of the disease, they cannot completely stop disease progression. ELAFIN represents a novel therapeutic approach to suppress and reverse the underlying arterial wall pathology, and address an unmet therapeutic need for PAH.

Proteo has obtained Orphan drug designation within the European Union for the use of ELAFIN for the treatment of pulmonary arterial hypertension and chronic thromboembolic pulmonary hypertension. Since 2008, Proteo has been cooperating with scientists at Stanford University in California with respect to the preclinical development in the field of pulmonary arterial hypertension and ventilator-induced injury. The group presented preclinical data on the Company’s drug substance ELAFIN at the Annual International Conference of the American Thoracic Society in New Orleans in May 312010. The data showed that the treatment with ELAFIN during mechanical ventilation largely prevented the inflammation in lungs of newborn mice. In August 2010 the cooperation agreement with Stanford University was extended by a further project. In the third quarter of 2011 the Stanford School of Medicine research team led by Marlene Rabinovich, ~~2014~~was awarded a five-year, US$ 10.8 million grant from the National Heart, Lung and ~~2013~~Blood Institute for the study of ELAFIN’s ability to treat three distinct lung diseases. The grant will fund one preclinical project for each disease, all three of which are notoriously difficult to treat pulmonary hypertension, ventilator-induced injury of immature lung in premature babies and chronic lung transplant rejections. The group has published further evidence for the use of ELAFIN in the treatment of newborn infants, whose lungs are incompletely developed in June 2012 (Am. J. Physiol. Lung Cell Mol. Physiol). At year-end 2012, the FDA granted Proteo Orphan Drug Designation to ELAFIN for the treatment of pulmonary arterial hypertension. In May 2012, the group presented the successful treatment of pulmonary arterial hypertension in an animal model at the Annual International Conference of the American Thoracic Society in Philadelphia. They demonstrated in a Sugen/Hypoxia animal model of pulmonary arterial hypertension that intravenous ELAFIN administration can improve the occlusion of pulmonary vessels associated with a pronounced improvement of the disease.

~~NOTE~~Recently 3published –results ~~SUMMARY~~from OFthe ~~SIGNIFICANT~~NIH ~~ACCOUNTING POLICIES~~funded ~~(Continued)~~preclinical projects have provided insights into the positive therapeutic effects of ELAFIN in animal models of lung transplantation and PAH.

~~Level 2~~In June 2015, Nickel et al. published results showing that ELAFIN reverses pulmonary hypertension via caveolin-1-dependent bone morphogenetic protein signaling in an animal model of PAH. The potential of ELAFIN in the treatment of PAH was confirmed in further investigations using explanted lung tissue from PAH patients.

~~Level 2~~In ~~applies~~July to2015, ~~assets~~Jiang oret ~~liabilities~~al. ~~for~~published ~~which~~research ~~there~~demonstrating ~~are~~that ~~inputs~~ELAFIN ~~other~~and ~~than~~cyclosporine ~~quoted~~act ~~prices~~synergistically ~~that~~to ~~are~~prevent ~~observable~~irreversible ~~for~~damage to transplanted lung tissue. Treatment with ELAFIN maintained the ~~asset~~blood orcirculation ~~liability such~~in asthe ~~quoted~~transplanted ~~prices~~tissue ~~for~~and ~~similar~~reduced ~~assets~~the orinfiltration ~~liabilities~~of inrejection-promoting ~~active~~immune ~~markets;~~cells. ~~quoted~~The ~~prices~~synergistic ~~for~~effect ~~identical~~of ~~assets~~ELAFIN orand ~~liabilities~~cyclosporine ~~in markets~~is ~~with~~thought ~~insufficient~~to ~~volume~~be ordue ~~infrequent~~to ~~transactions~~a ~~(less~~concurrent ~~active~~effect ~~markets);~~of orELAFIN ~~model-derived~~on ~~valuations~~the ininnate ~~which~~immune ~~significant inputs~~system ~~are~~and ~~observable~~of orcyclosporine ~~can~~on bethe ~~derived~~adaptive ~~principally~~immune ~~from~~system, oras ~~corroborated~~well ~~by,~~as ~~observable~~an ~~market~~ELAFIN-mediated ~~data~~suppression of cyclosporine-induced tissue damage.

~~Level 3~~Recent publications

~~Level 3~~Jiang ~~applies~~X, toNguyen ~~assets~~TT, orTian ~~liabilities~~W, ~~for~~Sung ~~which~~YK, ~~there~~Yuan ~~are~~K, ~~unobservable~~Qian ~~inputs~~J, toRajadas ~~the~~J, ~~valuation~~Sallenave ~~methodology~~JM, ~~that~~Nickel ~~are~~NP, ~~significant~~de Jesus Perez V, Rabinovitch M, Nicolls MR. Cyclosporine Does Not Prevent Microvascular Loss in Transplantation but Can Synergize With a Neutrophil Elastase Inhibitor, ELAFIN, to ~~the~~ ~~measurement~~Maintain ofGraft ~~the~~Perfusion ~~fair~~During ~~value~~Acute ofRejection. ~~the~~Am ~~assets~~J orTransplant. ~~liabilities~~2015; 15:1768-81.

~~The Company’s~~Nickel ~~financial~~NP, ~~instruments~~Spiekerkoetter ~~consist~~E, ~~principally~~Gu ~~of cash~~M, ~~amounts~~Li ~~receivable~~CG, ~~accounts~~Li ~~payable~~H, ~~accrued~~Kaschwich ~~liabilities~~M, ~~notes~~ ~~payable~~Diebold I, ~~and~~Hennigs ~~amounts~~JK, ~~due~~Kim toKY, ~~related~~Miyagawa ~~parties. Pursuant~~K, toWang ~~ASC 820~~L, ~~the~~Cao ~~fair~~A, ~~value~~Sa ofS, ~~our~~Jiang ~~cash~~X, isStockstill ~~determined~~RW, ~~based on~~Nicolls ~~“Level~~MR, 1”Zamanian ~~inputs~~RT, ~~which~~Bland ~~consist~~RD, ofRabinovitch ~~quoted prices in active markets for identical assets~~M. ~~The~~ELAFIN ~~Company~~Reverses ~~believes~~Pulmonary ~~that the~~Hypertension ~~recorded~~via ~~values~~Caveolin-1-Dependent ofBone ~~all~~Morphogenetic ofProtein ~~our~~Signaling. ~~other~~Am ~~financial~~J ~~instruments~~Respir ~~approximate~~Crit ~~their~~Care ~~current~~Med. ~~fair~~2015; ~~values because of their nature and respective maturity dates or durations.~~191(11):1273-86

~~Mineral Property~~Nickel ~~Acquisition~~NP, ~~Costs~~Wang L, Li CG, Spiekerkoetter E, Rabinovitch M. The elastase inhibitor ELAFIN restores endothelial cell homeostasis in pulmonary arterial hypertension and attenuates vascular remodeling in the sugen/hypoxia rat model. Am J Respir Crit Care Med. 2013; 187: A1031

~~The costs~~Hilgendorff ofA, ~~acquiring~~Parai ~~mineral~~K, ~~properties~~Ertsey ~~are~~R, ~~capitalized~~Juliana ~~and~~Rey-Parra ~~amortized~~G, ~~over~~Thébaud ~~their~~B, ~~estimated~~Tamosiuniene ~~useful~~R, ~~lives~~Jain ~~following~~N, ~~the~~Navarro ~~commencement of~~EF, ~~production~~Starcher orBC, ~~expensed~~Nicolls ifMR, itRabinovitch isM, ~~determined~~Bland ~~that~~RD. ~~the~~Neonatal ~~mineral~~mice ~~property~~genetically ~~has~~modified noto ~~future~~express ~~economic~~the ~~value~~elastase orinhibitor ELAFIN are protected against the ~~properties~~adverse ~~are~~effects ~~sold or~~of ~~abandoned~~mechanical ventilation on lung growth. Am J Physiol Lung Cell Mol Physiol. 2012 Aug 1;303(3):L215-27

~~Cost includes~~Hilgendorff ~~cash~~A, ~~consideration~~Parai ~~and~~K, ~~the~~Ertsey ~~fair~~R, ~~market~~Jain ~~value~~N, ofNavarro ~~shares~~EF, ~~issued~~Peterson onJL, ~~the~~Tamosiuniene ~~acquisition~~R, ofNicolls ~~mineral~~MR, ~~properties.~~Starcher ~~Properties~~BC, ~~acquired under~~Rabinovitch ~~option agreements~~M, ~~whereby~~Bland ~~payments~~RD. ~~are~~Inhibiting ~~made~~lung atelastase ~~the~~activity ~~sole~~enables ~~discretion~~lung ofgrowth ~~the~~in ~~Company,~~mechanically ~~are~~ventilated ~~recorded~~newborn inmice. ~~the~~Am ~~accounts~~J atRespir ~~such time~~Crit asCare ~~the~~Med. ~~payments~~2011; ~~are~~184: ~~made.~~537-46

~~The recoverable~~Kim ~~amounts~~YM, ~~for~~Haghighat ~~mineral~~L, ~~properties~~Spiekerkoetter isE, ~~dependent~~Sawada ~~upon~~H, ~~the~~Alvira ~~existence~~CM, ofWang ~~economically~~L, ~~recoverable~~Acharya ~~reserves;~~S, ~~the~~Rodriguez-Colon ~~acquisition and~~G, ~~maintenance~~Orton ofA, ~~appropriate~~Zhao ~~permits~~M, ~~licenses~~Rabinovitch ~~and~~M. ~~rights;~~Neutrophil ~~the~~elastase ~~ability~~is ofproduced ~~the~~by ~~Company~~pulmonary toartery ~~obtain~~smooth ~~financing~~muscle tocells ~~complete the exploration~~ and ~~development~~is oflinked ~~the properties; and upon future profitable production or alternatively upon the Company's ability~~ to ~~recover its~~neointimal ~~spent~~lesions. ~~costs~~Am ~~from~~J ~~the sale of its interests~~Pathol. ~~The~~2011; ~~amounts~~179: ~~recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values.~~1560-72

~~F-8~~Vascular Damage

~~NATIONAL~~Proteo ~~GRAPHITE~~entered ~~CORP~~into an agreement with the Molecular Imaging North Competence Center (MOIN CC) at the Christian-Albrechts-University of Kiel in April 2010. Under this agreement the effects of ELAFIN on vascular changes are being examined in animal models. The Federal State of Schleswig-Holstein is backing the creation and infrastructure of MOIN CC with EUR 8.2 Million using funding from the Federal State and the European Regional Development Fund (ERDF), as well as resources from the second German economic stimulus package. The researchers presented results of a biodistribution study with radiolabeled ELAFIN at the 25th Annual Congress of the European Association of Nuclear Medicine led in Milan, October 2012. They found high accumulation in the kidney and concluded that this could be of great importance in the future as within the treatment of reperfusion injury of the kidney.

~~(An~~Recent ~~Exploration Stage Company)~~publications

~~Notes~~Zhao toY, ~~Financial~~Kaschwich ~~Statements~~M, Culman J, Marx M, Lützen U, Wiedow O, Henze E, Zuhayra M. In-vivo imaging of Tc-99m labeled ELAFIN in rats. Eur J Nucl Med Mol Imaging (2012) 39 (Suppl 2): S417-418

~~May~~Kaschwich 31M, ~~2014~~Zhao ~~and~~Y, ~~2013~~Marx M, Culman J, Lützen U, Kötz K, Henze E, Wiedow O, Zuhayra M. Radiomarkierung des menschlichen Elastase- Inhibitors, ELAFIN, mit Tc-99m und Untersuchung der Biodistribution mittels Hi-SPECT in Ratten. 2012 Nuklearmedizin 51 (2): A110

~~NOTE~~Life-threatening ~~3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Infections

~~The capitalized~~In ~~amounts~~2010 ~~may~~the beCompany ~~written~~has ~~down~~signed ifa ~~potential~~cooperative ~~future~~research ~~cash~~and ~~flows,~~development ~~including~~agreement ~~potential~~with ~~sales proceeds, related to~~ the ~~property are~~US ~~estimated~~Army toMedical beResearch ~~less~~Institute ~~than the carrying value~~ of ~~the~~Infectious ~~property~~Diseases (“USAMRIID”). ~~Management~~This ofagreement ~~the~~allows ~~Company~~USAMRIID ~~reviews~~to ~~the~~use ~~carrying~~Proteo's ~~value~~ELAFIN ~~of each mineral property interest quarterly,~~ and ~~whenever~~related ~~events~~scientific ordata ~~changes~~ in ~~circumstances~~order ~~indicate~~to ~~that~~plan ~~the~~and ~~carrying~~conduct ~~value~~preclinical ~~may~~research ~~not be~~on ~~recoverable. Reductions in~~ the ~~carrying~~development ~~value~~ of ~~each~~new ~~property~~therapeutic ~~would~~strategies beto ~~recorded~~combat tolife-threatening ~~the~~infectious ~~extent~~diseases, ~~the~~in ~~carrying~~an ~~value~~investigation ofinto the ~~investment exceeds~~use ~~the~~of ~~estimated~~ELAFIN ~~future~~as ~~net~~a ~~cash~~co-therapy ~~flows~~with antibiotics.

~~Exploration and Development Costs~~ (2)

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.Markets

~~Impairment of~~MARKET ~~Mineral Rights~~POTENTIAL

The ~~Company~~ ~~reviews~~biotech-section ~~mineral~~belongs ~~rights~~with ~~for~~an ~~indicators~~estimated annual growth of ~~impairment~~more ~~whenever~~than ~~events~~11% orto ~~changes~~the most interesting branches. The sales in ~~circumstances~~2010 ~~indicate~~reached ~~that~~US ~~the~~$91 ~~carrying value~~Billion ~~may~~and ~~not~~are beexpected ~~recoverable.~~to Ifgrow ~~the~~by ~~review~~2016 ~~indicates~~up ~~that~~to ~~the~~more ~~carrying~~than ~~amount~~US$ of150 ~~the~~Billion. ~~asset~~In ~~may~~context ~~not~~to beother ~~recoverable,~~sectors the ~~potential impairment~~demand for pharmaceuticals is ~~measured~~independent ~~based~~from oneconomic asituation ~~projected~~and ~~discounted~~propensity. ~~cash~~This ~~flow~~trend ~~method~~consolidates ~~using~~even amore ~~discount~~through ~~rate~~established ~~that~~health care systems in growing markets. Stable demand alone is ~~considered~~not toenough bekeeping ~~commensurate with~~this sales growth. The motor behind the ~~risk~~biotech ~~inherent~~industry inis the ~~company's~~power ~~current~~of ~~business~~innovation ~~model.~~which ~~During~~improves the ~~years~~medicine ~~ended~~by ~~May~~more ~~31,~~effective ~~2014~~ and ~~2013,~~safer ~~the~~products ~~Company~~for ~~recorded impairment~~rare diseases or diseases with unmet needs. This continuous development leads to ~~mineral~~an ~~rights~~improvement in quality of ~~$582,820~~life ~~and~~for ~~$171,369,~~the ~~respectively~~patients.

[ngrc105edgarproofv10001.jpg]

~~Asset Retirement Obligations~~Source: http://www.bbbiotech.ch/de/bb-biotech/biotech-sektor/sektor-in-zahlen/

[ngrc105edgarproofv10002.jpg]

~~The Company~~In ~~has~~general ~~adopted~~elder ~~the~~people ~~provisions~~are ofconsuming ~~SFAS~~more ~~No.~~pharmaceuticals ~~143 "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement~~ and ~~subsequent~~are ~~accounting~~more ~~for~~prone ~~obligations~~to ~~associated~~chronic ~~with~~diseases. ~~the~~Also ~~sale,~~expensive ~~abandonment~~treatments orare ~~other disposal~~often ~~of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets~~required. ~~The~~Additional ~~adoption of this standard has had no effect on~~ the ~~Company's~~demand ~~financial~~in ~~position~~treatments ~~or results~~ of ~~operations.~~cardiac ~~As of~~and ~~May~~lung ~~31,~~failure ~~2014~~is ~~any potential costs relating to the ultimate disposition of the Company's mineral property interests have not yet been determinable~~needed.

~~Stock-Based Compensation~~Source: United Nations, Department of Economic and Social Affairs

[ngrc105edgarproofv10003.jpg]

~~The Company~~Source: ~~accounts~~US ~~for~~Department ~~its stock-based compensation in accordance with ASC 718 “Stock Compensation.” The Company recognizes in the statement~~ of ~~operations~~Health ~~the grant-date fair value of stock options~~ and ~~other~~Human ~~equity-based~~Services “Health ~~compensation~~United ~~issued~~States ~~to employees and non-employees.~~2007”

[ngrc105edgarproofv10004.jpg]

~~F-9~~Source: OECD Health Data 208, WHO Health Data 2008

[ngrc105edgarproofv10005.jpg]

~~NATIONAL~~Source: ~~GRAPHITE CORP~~CDC

~~(An~~In ~~Exploration~~2012 ~~Stage~~sales ~~Company)~~shortfall of US$ 11.5 billion about loss of patent protection. Endeavours by big pharmaceutical companies these shortfalls compensating through their own development of new drugs are undistinguished successful. Therefore since the last decade take-overs and partnership agreements increased significantly. Small biotech companies with their innovative technology and lack of resources to commercialize their products benefit from advantageous circumstances creating capacities for further innovation.

[ngrc105edgarproofv10006.jpg]

~~Notes~~Source: toNature ~~Financial~~Reviews ~~Statements~~Drug Discovery, vol. January 10th 2011

~~May~~Number ~~31,~~of ~~2014~~acquisitions ~~and~~at ~~2013~~a high level

~~NOTE~~The 3big –pharmaceutical ~~SUMMARY~~companies OFsee ~~SIGNIFICANT~~as ~~ACCOUNTING POLICIES~~a result of patent losses (~~Continued~~up to 2015 patents run with a turnover of approximately USD 200 billion) forced to fill its product pipeline through acquisitions of companies with promising products Accompanied with the historically lowest valuation of biotech companies. Thus, the generic Teva took about a Cephalon for $ 6 billion smaller biotechnology companies such as Andays (acquired by Roche) and Adolor achieved (by Cubist) takeover prices with premiums of more than 100%. The current wave of mergers for years is still in progress and will give a significant boost to the biotech sector.

~~Income Taxes~~Moody's sees pick-up in pharmaceutical industry M&A in 2013

~~The Company~~LONDON, ~~has~~April ~~adopted~~23 ~~the~~| ~~ASC~~Mon ~~740~~Apr ~~“Income~~22, ~~Taxes”~~2013 as7:01pm ofEDT ~~its~~(Reuters) ~~inception.~~- ~~The~~Cash-rich ~~Company~~drug ~~recognizes~~companies ~~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~~likely to bemake inmore ~~effect~~acquisitions ~~when~~in ~~the~~2013 ~~differences~~after ~~are expected to be recovered. The Company provides~~ a ~~valuation allowance~~thin ~~for~~year ~~deferred tax assets~~ for ~~which~~deals itin ~~does~~2012, ~~not~~ratings ~~consider~~agency ~~realization~~Moody's ofInvestors ~~such~~Service ~~assets~~said toon ~~be more likely than not~~Tuesday.

~~Basic~~ In a review of the global sector reiterating a “stable” outlook, Moody's said leading companies such as Roche, Pfizer and ~~Diluted~~Novartis ~~Net~~had ~~Loss~~deleveraged ~~Per~~after ~~Share~~big deals three or four years ago and could start shopping again.

~~The Company~~AstraZeneca ~~computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. The basic net loss per common share~~ is ~~computed~~also bylooking ~~dividing~~for ~~the~~acquisitions ~~net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect~~ to ~~all~~strengthen ~~dilutive~~its ~~potential~~limited ~~common~~drug ~~shares outstanding during the period using the “as if converted” basis~~pipeline. ~~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~~“Cash ~~Pronouncements~~levels have been rising at certain players and debt funding is likely to remain inexpensive, setting the stage for heightened M&A activity this year,” the agency said.

~~The Company~~“However, ~~has~~we ~~evaluated~~would ~~recent~~expect ~~accounting~~such ~~pronouncements~~acquisitions ~~and~~to ~~their~~generally ~~adoption~~be ~~has~~small ~~not~~to ~~had~~mid-sized orrather isthan ~~not~~transformational.” ~~expected~~Bolt-on toacquisitions ~~have~~of between $1 billion and $2 billion a ~~material~~year ~~impact on~~can ~~the~~be ~~Company’s~~digested ~~financial~~by ~~position~~large pharmaceutical groups without risking their credit ratings, orbut ~~statements~~larger deals are generally negative since they are often financed with debt.

~~NOTE 4~~In –2012, ~~PROPERTY~~the ~~AND~~sector ~~EQUIPMENT~~saw few sizeable transactions, with the exception of Gilead's $11 billion purchase of Pharmasset and the joint acquisition of Amylin for $7 billion by Bristol-Myers Squibb and AstraZeneca.”

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

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

During the regulatory approval process NGRC intends to establish strategic alliances or partnerships in the pharmaceutical industry manufacturing, promoting and distributing the new drug. Similarly the Company will gain income from royalties.

~~Depreciation expense~~Reports ~~was~~to ~~$541~~Security ~~and $809, for the years ended May 31, 2014 and 2013, respectively.~~Holders

~~NOTE 5~~The –public ~~MINERAL~~may ~~INTERESTS~~read and copy any materials the Company files with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. Eastern Time. Information may be obtained on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~As of~~ITEM ~~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~~1A. 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~~RISK FACTORS

~~NATIONAL~~FORWARD-LOOKING ~~GRAPHITE CORP~~STATEMENTS

This report contains statements that constitute “forward-looking statements.” These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology like “believes,” “anticipates,” “expects,” “estimates,” “envision” or similar terms. These statements appear in a number of places in this report and include statements regarding our intent, belief or current expectations and those of our directors or officers with respect to, among other things: (Ani) ~~Exploration~~trends ~~Stage~~affecting ~~Company~~our financial condition or results of operations, (ii) our business and growth strategies, and (iii) our financing plans. You are cautioned that any forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the effect of inflation and other negative economic trends and developments on the business of our customers and other barriers, government regulation and competition. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

~~Notes~~BUSINESS ~~to Financial Statements~~RISKS

~~May~~Because ~~31,~~the ~~2014~~Company has a limited history and ~~2013~~expects to generate operating losses for the foreseeable future, it may not achieve profitability for some time, it at all.

~~NOTE 6~~The –Company ~~STOCKHOLDERS~~is an early stage of development and, therefore, has a limited history of operations. The Company is faced with all of the risks associated with a company in the early stage of development. In addition, the Company’s ~~EQUITY~~business is subject to numerous risks associated with a new company engaged in the financing of pharmaceutical products being developed by its Corporate Partners. Such risks include, among other things, competition from well-established and well capitalized companies and anticipated development difficulties and risks associated with the need for regulatory approval from the FDA and similar government regulatory bodies around the world. Because the Corporate Partners are focused on product development, the Company has not received any revenues generated by the targeted products to date. The Company expects to incur losses for the foreseeable future. The process of developing the Company Corporate Partner’s products requires significant clinical trials, as well as regulatory approvals, each of which is costly and does not result in revenues or profits. There can be no assurance that the Company’s endeavors will ever generate sufficient commercial sales or achieve profitability. Should this be the case, investors could lose their entire investment.

The ~~Company’s~~ ~~authorized~~products ~~capital~~the ~~consists~~Company offunds ~~1,000,000~~on ~~preferred~~are ~~shares~~still ~~with~~under ~~675,000~~development ~~preferred shares issued~~ and ~~outstanding at~~the amarket ~~par~~might ~~value~~not ofaccept $0them.~~001 per preferred share. Common stock consists of 16,633,333 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~~Commercialization ~~Activity~~of the products the Company funds and supports will depend upon successful completion of clinical studies, ~~Fiscal~~FDA ~~Year~~approval ~~Ended~~and ~~May~~the 31approval of other regulatory bodies around the world. The Company’s Corporate Partners’ products are in different stages of development, ~~2014~~and none of them have received regulatory approval or been released for commercial sale. The Company’s long-term viability will depend on successful clinical development of products. The Company’s Corporate Partners’ will need to conduct significant additional clinical studies, and invest significant additional amounts before its products can be sold. There is no assurance that the Company and its Corporate Partners will be able to develop products with commercial potential even if it invests a substantial amount of money in such development. In addition, potential products that appear promising at early stages of development may fail for a number of reasons, including the possibility that the products may be ineffective, less effective than the products of our competitors, or that they may cause unexpected, harmful side effects. Furthermore, successful commercialization will require sufficient funds to manufacture, market and sell the products to customers if a development/commercial partnerships are not achieved. Success in marketing the products developed by its Corporate Partners will be a substantially dependent on the performance of competitive products on the market at the time, as well as the availability of resources to promote, distribute and sell products. There can be no assurance that the efforts will be successful in gaining acceptance of the products among the targeted customers (see “Description of Business”).

~~On May~~If ~~12,~~the ~~2014~~Company’s Corporate Partners fail to obtain regulatory approvals for the ~~Company~~products ~~declared~~under adevelopment ~~1:30~~from ~~reverse~~the ~~split~~United ofStates ~~its~~Food ~~common~~and ~~stock,~~Drug ~~which~~Administration isand ~~retroactively~~similar ~~reflected~~regulatory agencies in other countries, they will not be able to sell the ~~financial statements~~products.

~~Common Stock~~The ~~Activity~~Company’s Corporate Partners must receive government regulatory approval for its products before they can be commercialized. The clinical trials of any product candidates the Company or its collaborative partners develop must comply with regulations established by federal, ~~Fiscal~~state ~~Year~~and ~~Ended~~local ~~May~~government 31authorities in the United States, ~~2013~~principally the FDA, and by similar agencies in other countries. The regulatory process is time consuming and expensive and subject to potential delays. Delays in the regulatory process will necessarily delay the launch of the products. Failure to obtain regulatory approval, or significant delays in the process, will materially and adversely affect our business, financial condition and results operations, in which case you may lose your entire investment.

~~The~~ There can be no assurance that the Company’s ~~issued~~corporate ~~30,556~~partners ~~shares~~will not encounter delays or rejections based on the ability to enroll enough patients to complete the clinical trials or on changes in regulatory agency policies during the period in which a drug is developed or the period required for review of ~~common~~any ~~stock~~application for ~~cash~~regulatory agency approval of ~~$500,000~~a particular product.

~~The~~ Any of these potential delays or setbacks in obtaining regulatory agency approvals could adversely affect the ability to pursue the Company’s ~~issued~~strategy. ~~20,000~~These ~~shares~~delays ofor ~~common~~setbacks ~~stock~~can ~~for~~impose additional costs and diminish any competitive advantages that the ~~acquisition~~Company ofor ~~mineral~~its ~~claims~~collaborative partners may attain. ~~The~~Any ~~shares~~delays ~~were~~or ~~valued~~setbacks atcould ~~fair~~materially ~~market~~and ~~value of~~adversely ~~$235~~affect the Company’s business,~~000~~ financial condition and results of operations.

~~On October~~In 17addition, ~~2012~~even ~~the~~if ~~Company entered into a Share Issuance Agreement with an unrelated third party entity. Pursuant to~~ the ~~terms of~~FDA ~~the~~grants ~~agreement,~~approval ~~the~~for ~~third party agreed to provide~~ a ~~financing~~drug, ~~line to~~ the ~~Company~~potential ofmarket nomay ~~greater~~be ~~than~~limited ~~$2,500,000,~~by ~~from which~~ the ~~Company~~specific ~~can~~clinical ~~receive~~indications ~~advances of no more than $250,000 per advance. In exchange~~ for ~~any~~which ~~advances~~an ~~made,~~approval ~~the~~is ~~Company agrees to issue shares of its common stock~~granted. ~~The~~Failure ~~number of shares~~ to becomply ~~issued~~with ~~shall~~regulatory berequirements ~~based~~could ~~upon~~adversely aaffect ~~ten percent discount to~~ the ~~average of~~Company ~~the~~and, ~~closing~~among ~~trading~~other ~~prices~~things, ofresult ~~the~~in ~~five~~fines, ~~day~~suspension ~~period immediately prior to issuance. As~~ of ~~May~~regulatory 31approvals, ~~2014~~operating norestrictions ~~advances~~and ~~have~~criminal ~~been received by the Company~~prosecution.

~~On October~~In ~~19,~~order ~~2012~~to market the ~~Company~~products ~~cancelled~~outside ~~266~~of the U.S.,~~667~~ ~~shares~~the Company’s corporate partners must comply with numerous and varying regulatory requirements of ~~common~~other ~~stock~~countries ~~held~~regarding safety and effectiveness. The approval procedures vary among countries and can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries might differ from that required to obtain FDA approval. The regulatory approval process in other countries includes all the risks associated with obtaining FDA approval, detailed above. Approval by athe ~~director~~FDA ofdoes not ensure approval by the regulatory authorities of other countries. The Company ~~who~~cannot isbe acertain ~~related~~that ~~party~~it or its corporate partners will obtain any regulatory approvals in other countries, and the failure to obtain these approvals may materially and adversely affect the company‘s business, financial condition and results of operations.

~~NOTE 7~~The –products ~~STOCK~~developed ~~OPTIONS~~by ~~AND~~the ~~WARRANTS~~Company’s Corporate Partners may not be sufficiently attractive to induce other companies to have interest in partnering to commercialize its products.

The business strategy of the Company’s ~~utilizes~~Corporate Partners involves developing products to a stage which can be partnered with larger pharmaceutical companies to further develop and commercialize the ~~Black-Scholes~~products. ~~option-pricing~~There ~~model~~can ~~for~~be ~~calculating~~no assurance that any products the ~~fair~~Company ~~value~~developed by its Corporate Partners will be attractive to any larger pharmaceutical company, or that such partnerships will be available on terms that the Company consider acceptable. Each of the ~~options~~product ~~granted~~candidates asis ~~defined~~intended byto ~~ASC Topic~~improve ~~718~~or replace existing therapies or procedures, ~~which~~and isother ancompanies ~~acceptable~~may ~~valuation~~conclude ~~approach~~that ~~under~~hospitals, ~~ASC~~physicians ~~718~~or patients may not see these products as more safe or more effective than these existing therapies or procedures. ~~This~~Further ~~model~~our ~~requires~~competitors ~~the~~may ~~input~~develop ofnew ~~subjective~~technologies ~~assumptions~~or products which are more effective, ~~including the~~or ~~expected~~less ~~price~~costly, ~~volatility~~or ofthat seem more effective or cost-effective than the ~~underlying~~products ~~stock~~developed by its Corporate Partners, thereby making such partnerships difficult or impossible to obtain.

~~Projected data~~If ~~related to~~ the ~~expected~~Company ~~volatility~~ and ~~expected~~its ~~life~~Corporate ofPartners ~~stock~~are ~~options~~unable isto ~~based~~raise ~~upon~~additional ~~historical~~capital ~~and~~on ~~other~~acceptable ~~information~~terms, ~~and notably,~~it ~~the~~may ~~Company's~~be ~~common~~unable ~~stock~~to ~~has~~complete ~~limited~~planned ~~trading~~clinical ~~history. Changes in these subjective assumptions can materially affect the fair value of the estimate~~trials, ~~and~~obtain ~~therefore,~~necessary ~~the~~regulatory ~~existing~~approvals ~~valuation~~or ~~models~~commercialize doproducts ~~not~~developed ~~provide~~by aits ~~precise~~Corporate ~~measure of the fair value of the Company's employee stock options~~Partners.

~~F-11~~The Company will require substantial future capital in order to continue to work with its partners and conduct research and development, clinical trials and regulatory activities necessary to bring potential products to market. There can be no assurance that additional funding will be available on acceptable terms. Failure to satisfy our capital requirements will adversely affect the Company’s business, financial condition and results of operations because the Company would be left without the capital required to fund the complete product development, obtain regulatory approvals, or establish sales, marketing and distribution capabilities. The Company and its Corporate Partners’ future capital requirements will depend on many factors, including:

~~NATIONAL GRAPHITE CORP~~o

~~(An~~The ~~Exploration~~progress ~~Stage~~of ~~Company)~~research, preclinical testing and clinical trials;

~~Notes to Financial Statements~~o

~~May~~The ~~31,~~time ~~2014~~ and ~~2013~~costs involved in obtaining regulatory approvals;

~~NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)~~o

~~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~~costs ~~warrants~~involved ~~are~~in ~~exercisable~~filing ~~for two years from issuance~~ and ~~have~~prosecuting anpatent ~~exercise~~applications 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 aenforcing ~~stock~~patent ~~price and~~claims ~~issuance~~ of ~~$0.63.~~actual ~~Based on this calculation, the Company determined that the relative fair value of the warrants is $136,699~~ and ~~allocated~~future ~~this~~active ~~amount~~agents; ~~of the additional paid-in capital to the warrants. These warrants expired during the year ended May 31, 2013.~~and

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

~~Options~~Success ~~Shares~~in ~~Weighted~~establishing ~~Average~~strategic ~~Exercise~~alliances ~~Price~~and ~~Weighted~~activities ~~Average~~for ~~Remaining~~product 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 — $ — — $ —commercialization.

AThe ~~summary~~ Company intends to seek additional funding through strategic alliances and may seek funding through private or public sales of its securities or by licensing all ~~employee~~or ~~options~~portion ~~outstanding~~of its intellectual properties and ~~exercisable~~assignable ~~under~~interests. This funding may significantly dilute existing stockholders or may limit the ~~plan~~Company‘s asrights ofto ~~May~~distribution. 31There can be no assurance, ~~2013~~however, that the Company will be able to obtain additional funding on reasonable terms, or at all. If the Company cannot obtain adequate funds, the Company may curtail significantly its financing of its existing or new product development programs and/or ~~changes~~product ~~during~~candidates being developed by its Corporate Partners. In any of these cases, the ~~year~~Company ~~then~~would ~~ended~~be ~~is set~~required ~~forth~~to ~~below:~~seek additional financing through borrowings, debt or equity financing, or other means of financing in order to continue operations. Such financing, if required, may not be available to the Company or may be available to it only on unfavorable terms. Should the Company be unable to raise additional capital, on acceptable terms, you could lose your entire investment.

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		—	$	—		—	$	—

The Company will need to establish collaborative business relationships with other companies to successfully develop and commercialize products developed by its Corporate Partners.

~~F-12~~The Company will rely on a number of significant collaborative relationships with contract research organizations (“CROs”), analytical testing companies, contract manufacturing companies, and other pharmaceutical companies for manufacturing, clinical studies, regulatory filing, and sales and marketing of our Corporate Partners’ products. Reliance on collaborative relationships poses a number of risks, including, but not limited to, the following:

~~NATIONAL GRAPHITE CORP~~o

~~(An~~The ~~Exploration~~Company ~~Stage~~cannot ~~Company)~~effectively control whether contractors and corporate partners will devote sufficient resources to its program or products;

~~Notes to Financial Statements~~o

~~May~~Disputes ~~31,~~may ~~2014~~arise ~~and~~in ~~2013~~the future with respect to the ownership of rights to technology developed with corporate partners;

~~NOTE 8 – INCOME TAXES~~o

~~The Company~~Disagreements ~~follows~~with ~~ASC~~corporate ~~740,~~partners ~~under~~could ~~which~~delay ~~deferred~~or ~~income~~terminate ~~taxes reflect~~ the ~~net~~research, ~~effect~~development ofor ~~(a)~~commercialization ~~temporary difference between carrying amounts~~ of ~~assets~~product ~~and liabilities for financial purposes and the amounts used for income tax reporting purposes~~candidates, ~~and~~or ~~(b)~~result ~~net operating loss carry-forwards. No net provision for refundable Federal income tax has been made~~ in ~~the~~litigation ~~accompanying~~or 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.arbitration;

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

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	$	—		$	—

Corporate partners have considerable discretion in electing whether to accept additional work and may decline to continue to work with the Company at critical stages of product development, or they may elect to pursue technologies or products either on their own or on collaboration with the Company’s competitors; and

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

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	$	—		$	—

Corporate partners with marketing rights may choose to devote fewer resources to the marketing of the Company‘s products than they do to developed internally.

~~NOTE 9~~Given –these ~~CONVERTIBLE~~risks, ~~NOTE~~the ~~PAYABLE~~Company‘s current and future collaborative efforts may not be successful. Failure of these efforts could delay the product development or impair commercialization of the products.

~~On January~~The 10Company has no clinical/regulatory or manufacturing facilities, ~~2014~~and the Company ~~borrowed~~has ~~$25,000~~no experience in the ~~form~~complicated tasks of apreparing ~~convertible~~FDA ~~note~~filings, ~~payable.~~clinical ~~The~~studies ~~note~~or ~~bears~~the ~~interest~~commercial atmanufacturing 5of ~~percent per~~drugs. ~~annum~~The ~~with~~Company ~~principal~~intends ~~and~~to ~~interest~~solely ~~due~~rely inon ~~full~~third-party oncontract ~~January~~manufacturers 10to supply, ~~2015.~~ ~~The~~store ~~note~~and isdistribute ~~convertible~~the ~~into~~potential ~~shares~~products ofdeveloped ~~the~~by ~~Company’s common~~its ~~stock~~Corporate atPartners afor ~~conversion~~clinical ~~price~~trials, ofto ~~$0.016.~~assist ~~The~~in ~~Company~~preparing ~~analyzed~~filings for the ~~convertible~~FDA ~~debt~~and ~~for~~other aregulatory ~~beneficial~~bodies, ~~conversion~~and ~~feature~~to ~~under ASC~~manage ~~470-20~~clinical onstudies. ~~the~~The ~~date~~Company’s ofreliance ~~the~~on ~~note~~these ~~and~~third-party ~~determined~~CROSs ~~that~~and amanufacturers ~~beneficial~~will ~~conversion~~expose ~~feature~~us ~~exists.~~to ~~The~~the ~~intrinsic~~following ~~value~~risks, any of ~~the~~which ~~beneficial conversion~~could ~~feature~~delay ~~was~~product ~~determined~~development, toclinical ~~be $1~~trials,~~407~~ ~~and~~the ~~was~~approval ~~recorded~~of asproducts ~~debt~~by ~~discount.~~the ~~During~~FDA, and the ~~year~~commercialization ~~ended~~of ~~May~~our 31Corporate Partners’ products, ~~2014~~and result in higher costs, ~~debt~~deprive ~~discount~~ us of ~~$543~~potential ~~was~~product ~~amortized~~revenues, ~~leaving~~or ~~$863~~even oflead ~~unamortized~~to ~~debt~~the ~~discount~~failure atof ~~May~~products ~~31,~~to ~~2014.~~achieve regulatory approval:

~~F-13~~o

~~NATIONAL~~Control ~~GRAPHITE~~manufacturers ~~CORP~~often encounter difficulties in achieving volume production, quality control and quality assurance. Accordingly, a manufacturer might not be able to manufacture sufficient quantities of drugs to meet the Company‘s clinical schedules or to commercialize products.

~~(An Exploration Stage Company)~~o

~~Notes~~Contract manufacturers are obliged to ~~Financial~~operate ~~Statements~~in accordance with FDA-mandate good manufacturing practices (“GMPs”). A failure of these contract manufacturers to follow GMPs and to document their adherence to such practices may lead to significant delays in the availability of material for clinical study, may delay filing or approval of marketing applications for the products developed by its Corporate Partners, may result in product recalls, and may adversely affect the Company’s reputation in the marketplace.

~~May 31, 2014 and 2013~~o

~~NOTE 10~~For –each ~~FOURTH~~of ~~QUARTER~~the ~~ADJUSTMENTS~~current product candidates, National Graphite Corp. expects that its Corporate Partners will initially be forced to rely on a single contract manufacturer. Changing these or future manufacturers may be difficult because the member of potential manufacturers is limited. Changing manufacturers may require revalidation of the manufacturing processes and procedures in accordance with FDA-mandated GMPs. This revalidation may be costly and time consuming. It may be difficult or impossible for the Company and it Corporate Partners to find replacement manufacturers on acceptable terms quickly, or at all. Therefore, until such time as multiple manufacturing souces are established, there is a risk that a sole source may not be able to deliver the needed quantities of product. Furthermore, a sole source of supply may result in less favorable terms to National Graphite Corp. than might be available to larger competitors.

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

The ~~adjustment relates~~contract tomanufacturers ~~the~~may ~~January~~not ~~10,~~perform ~~2014~~as ~~$25,000~~agreed ~~convertible~~or ~~note~~may ~~addition.~~not ~~Whereas~~remain in the ~~Company~~contract ~~had~~manufacturing ~~reported~~business afor ~~derivative liability of $15,640 and a gain on derivative of $4,931 on their February 28, 2014 quarterly financial statements,~~ the ~~Company~~time ~~should~~required ~~have recorded a beneficial conversion feature of $1,407 related~~ to ~~the $25~~produce,~~000~~ ~~convertible~~store ~~note~~ and ~~its fixed~~distribute ~~conversion~~the ~~price~~products ~~of $0~~successfully.~~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

Drug manufacturers are subject to ongoing, periodic, an announced inspections by the FDA and corresponding state and foreign agencies to ensure strict compliance with the GMPs, other government regulations and corresponding foreign standards. While the Company’s Corporate Partners are obligated to audit the performance of third-party contractors, the Company does not have control over our third-party manufacturers’ compliance with these regulations and standards. Though the Company anticipates obtaining indemnities from third-party manufacturers, these indemnities may not completely protect National Graphite Corp. from

	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

liability, from potential mistakes and misbehavior of third-party contractors.

FThe ability of the Company and its Corporate Partners to commercialize the products may be limited if potential users of the products are unable to obtain adequate reimbursement from third-14party payers.

~~NATIONAL~~Most ~~GRAPHITE~~people ~~CORP~~in the United States are dependent on third-party payers, such as Medicare and other Government health administration authorities and private health insurers, to pay for medical expenses, including drug prescriptions. The Company‘s ability to make profits from the sale of the products developed by its Corporate Partners will depend on the willingness of these third-party payers to pay prices sufficient to support such profits. Most third-party payers cover orphan diseases therapy and generally provide reimbursement for products similar to the product candidates. The Company does not have any say in product pricing. The Company expects its Corporate Partners not to plan to charge any more for the products than what other companies charge for branded orphan drugs and expects most third-party payers to cover them. However, there can be no guarantee that such government and other third-party payers will reimburse patients, in whole or in part, for the costs of the products or that the amount of such reimbursement will be sufficient for the Company to achieve profitability.

~~(An~~Significant ~~Exploration~~uncertainty ~~Stage~~exists ~~Company)~~as to the reimbursement status of newly approved healthcare products. Each of the product candidates is intended to improve or replace existing therapies or procedures. These third-party payers may conclude that the products are not safer, more effective or more cost-effective than these existing therapies or procedures. Therefore, third-party payers may not approve the products for reimbursement.

~~Notes~~If third-party payers seem likely not to ~~Financial~~approve ~~Statements~~the products for reimbursement, physicians or their patients may opt for a competing product that is approved for reimbursement. This would significantly reduce the value of the Company and adversely affect its viability. Furthermore, any potential corporate partner or acquisition interest from other companies will depend in part on these third-party payers appearing likely to reimburse patients for the costs of the products.

~~May~~Moreover, 31the trend toward managed healthcare in the United States, ~~2014~~the growth of health maintenance organizations and ~~2013~~legislative proposals to reform healthcare and government insurance programs could significantly influence the purchase of healthcare services and products resulting in lower prices and reduced demand for the products which could adversely affect the value of the Company and its viability.

~~NOTE 10~~In –addition, ~~FOURTH~~legislation ~~QUARTER~~and ~~ADJUSTMENTS~~regulations ~~(Continued)~~affecting the pricing of pharmaceuticals may change in ways that could significantly lower the revenue and profit potential of the Company, and thereby lower its potential market value. While it is difficult to predict the likelihood of any of these legislative or regulatory proposals, if the government or a regulatory agency adopts these proposals, they could materially and adversely affect the Company‘s business, financial condition and results of operations.

	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	)

If the Company’s Corporate Partners are unable to protect their patent and intellectual proprietary rights, competitors may develop and market products with similar product benefits, which may significantly reduce demand for the products.

~~NOTE 11~~The –following ~~SUBSEQUENT~~factors ~~EVENTS~~are important to the Company’s success:

~~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.~~o

~~F-15~~Patent protection for each of the Corporate Partners product candidates;

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

~~On May~~Corporate 9,Partners ~~2014~~maintaining ~~our~~trade 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.secrets;

~~Item 9A(T). Controls and Procedures.~~o

~~As of~~Corporate ~~May~~Partners ~~31,~~not ~~2014,~~infringing ~~under~~on the ~~direction~~proprietary ofrights ~~the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness~~ of ~~the design and operation of our disclosure controls and procedures~~others, ~~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.o

~~Evaluation of~~Corporate ~~Internal~~Partners ~~Control~~preventing ~~Over~~others ~~Financial~~from ~~Reporting~~infringing on their proprietary rights.

~~Management conducted~~The anCorporate ~~evaluation~~Partners ofwill ~~the~~be ~~effectiveness~~able ofto ~~the~~protect ~~Company’s~~their ~~internal~~proprietary ~~control~~rights ~~over~~from ~~financial~~unauthorized ~~reporting~~use asby ofthird ~~May~~parties ~~31,~~only ~~2014. In making~~to ~~this assessment, management used~~ the ~~criteria~~extent ~~established~~that intheir ~~Internal~~proprietary ~~Control-Integrated~~rights ~~Framework~~are ~~issued~~covered by ~~the~~valid ~~Committee of~~and ~~Sponsoring~~enforceable ~~Organizations~~patents ~~of the Treadway Commission,~~ or ~~COSO.~~are ~~The~~effectively ~~COSO~~maintained ~~framework~~as ~~summarizes~~trade ~~each of the components of a company’s internal control system~~secrets, ~~including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information~~ and ~~communication,~~they ~~and~~have ~~(v) monitoring.~~adequate Incapital ~~management’s~~to ~~assessment~~prosecute ofinfringements ~~the effectiveness~~ of ~~internal control~~their ~~over~~patents ~~financial~~and ~~reporting~~trade (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 effectivesecrets.

~~As defined~~It is anticipated that the Corporate Partners plan to protect their proprietary position by ~~Auditing~~filing ~~Standard~~United ~~No.~~States 5,and ~~“An~~foreign ~~Audit~~patent ofapplications ~~Internal~~related ~~Control~~to ~~Over~~its ~~Financial~~proprietary ~~Reporting~~technology, inventions and improvements that isare ~~Integrated~~important ~~with~~to anthe ~~Audit~~ development of ~~Financial~~its ~~Statements~~business. ~~and~~Because ~~Related~~the ~~Independence~~patent ~~Rule~~position of pharmaceutical products involves complex legal and ~~Conforming~~factual ~~Amendments~~questions,” ~~established~~the byissuance, ~~the~~scope ~~Public~~and ~~Company~~enforceability ~~Accounting Oversight~~of ~~Board~~patents ~~("PCAOB")~~cannot be predicted with certainty. Patents, aif ~~material~~issued, ~~weakness~~may isbe achallenged, ~~deficiency~~invalidated or ~~combination~~circumvented. ofThus, ~~deficiencies~~any ~~that~~patents ~~results~~owned ~~more~~or ~~than a~~licensed ~~remote~~from ~~likelihood~~others ~~that~~may anot ~~material~~provide ~~misstatement~~any ofprotection ~~annual~~against orcompetitors. ~~interim~~The ~~financial~~pending ~~statements~~applications, ~~will~~those the Corporate Partners may file in the future, and those they may license from third parties, may not beresult ~~prevented~~in orpatents ~~detected~~being issued. In ~~connection~~And, ~~with~~if ~~the~~issued, ~~assessment~~they ~~described~~may ~~above~~not provide adequate proprietary protection or competitive advantages against competitors with similar technology. Furthermore, ~~management~~others ~~identified~~may ~~the~~independently ~~following~~develop ~~control~~similar ~~deficiencies~~technologies or duplicate any technology that ~~represent~~the ~~material weaknesses~~Corporate Partners have developed. The laws of many foreign countries do not protect intellectual property rights to the same extend as do the laws of ~~May~~the ~~31,~~United ~~2014:~~States.

i)The ~~Lack~~Corporate ofPartners ~~segregation~~also ofrely ~~duties.~~on Attheir ~~this~~trade ~~time~~secrets, ~~our~~know-how ~~resources~~ and ~~size~~technology, ~~prevent~~which usare ~~from~~not ~~being~~protected ~~able~~by topatents, ~~employ sufficient resources~~ to ~~enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.~~

29maintain competitive position. The Company anticipates its Corporate Partners plan to protect this information by entering into confidentiality agreements with parties that have access to it, such as collaborators, employees and consultants. Any of these parties may breach the agreements and disclose the confidential information, or the competitors might learn of the information in some other way. If any trade secret, know-how or other technology not protected by a patent were to be disclosed to or independently developed by a competitor, the business and financial condition could be materially and adversely affected.

~~ii)~~The ~~Lack~~Corporate ofPartners anmay ~~independent audit committee. Although we have an audit committee it is~~ not ~~comprised~~be ~~solely~~able ofto ~~independent~~develop ~~directors.~~methods Weto ~~may~~scale-up ~~establish~~manufacturing ~~an audit committee comprised solely~~ of ~~independent~~the ~~directors~~products ~~when~~to welarge ~~have~~volumes, ~~sufficient~~which ~~capital~~would ~~resources~~prevent ~~and~~development ~~working~~for ~~capital~~clinical tostudies ~~attract~~or ~~qualified~~large ~~independent~~scale ~~directors~~commercial ~~and to maintain such a committee~~use.

~~iii)~~The ~~Insufficient~~Company ~~number~~and ofits ~~independent~~Corporate ~~directors.~~Partners Athave ~~the~~no ~~present~~internal ~~time,~~manufacturing ~~our~~facility ~~Board~~capable of ~~Directors~~producing ~~does~~commercial ~~not~~quantities ~~consist~~ of aits ~~majority~~potential ofproducts. ~~independent~~The ~~directors,~~Corporate aPartners ~~factor~~will ~~that~~need isto ~~counter~~contract towith ~~corporate~~third-party ~~governance~~manufacturers ~~practices~~to asproduce ~~set~~the ~~forth~~products byfor ~~the~~clinical ~~rules~~trials ofand, ~~various~~ultimately, ~~stock~~for ~~exchanges~~the market.

~~Our~~Contract ~~management determined~~manufacturers ~~that~~may ~~these~~not ~~deficiencies~~be ~~constituted material weaknesses. Due to a lack of financial resources, we are not~~ able to, ~~and~~provide dosufficient ~~not~~quantities ~~intend~~of ~~to,~~the ~~immediately~~products ~~take~~within ~~any~~an ~~action~~acceptable totime ~~remediate these material weaknesses~~frame. WeFailure ~~will~~by ~~not~~the bemanufacturers ~~able~~ to do so ~~until~~ wecould ~~acquire~~delay ~~sufficient~~those ~~financing~~clinical totrials doand ~~so. We~~result ~~will~~in ~~implement~~delays ~~further~~in ~~controls~~obtaining asregulatory ~~circumstances,~~approval ~~cash flow,~~ and ~~working~~ ~~capital~~commercialization ~~permit. Notwithstanding~~of the ~~assessment that our ICFR was not effective and that there were material weaknesses as identified in this report~~products, weeither ~~believe~~of ~~that~~which ~~our~~could ~~financial~~adversely ~~statements~~impact ~~fairly present~~ our ~~financial position, results of operations and cash flows for the years covered thereby in all material respects~~business.

~~Changes~~ The competition in ~~Internal~~the ~~Control~~pharmaceutical ~~over~~industry ~~Financial~~is ~~Reporting~~intense and if the Products fail to compete effectively, its financial results will suffer.

~~There was~~The nobusiness ~~change~~is incharacterized ~~our~~by ~~internal~~extensive ~~controls~~research ~~over~~efforts, ~~financial~~rapid ~~reporting~~developments, ~~that~~periodic ~~occurred~~breakthroughs ~~during~~and intense competition. The Company cannot ensure that the ~~period~~products ~~covered~~it bysupports ~~this~~will ~~report,~~compete successfully or that ~~has materially~~research ~~affected,~~and development by others will not render its products obsolete or isuneconomical. ~~reasonable~~The ~~likely~~failure to compete effectively would materially and adversely affect our business, financial condition and results of operations. We expect that successful competition will depend, among other things, on product efficacy, safety, reliability, availability, timing and scope of regulatory approval, and price. Specifically, we expect crucial factors will include the relative speed with which our ~~internal~~Corporate ~~controls~~Partners ~~over~~can research and develop products, complete laboratory and preclinical testing, and fulfill the requirements of the regulatory approval processes. We expect competition to increase as technological advances are made and commercial application broadens. In each of the potential product areas, there is substantial competition from large pharmaceutical, biotechnology and other companies, as well as universities and public and private institutions. Relative to our Corporate Partners, most of these entities have substantially greater financial ~~reporting~~and business resources, research and development staffs, facilities, and experience in conducting clinical trials and obtaining regulatory approvals, as well as experience in manufacturing, marketing, selling promoting and advertising pharmaceutical products.

~~The Company~~Rapid ~~has~~technological ~~not~~change ~~taken~~could ~~any~~make ~~steps~~the atproducts ~~this time to address these weaknesses but will formulate a plan before fiscal year ending May 31, 2015~~obsolete.

~~Changes~~ Pharmaceutical technologies have historically undergone, and will most likely continue to undergo, rapid and significant change and improvement. The future for our investments will depend in ~~Internal~~large ~~Control~~part ~~over~~on ~~Financial~~our ~~Reporting~~Corporate Partners ability to maintain their competitive position with respect to these rapidly evolving technologies. Any pharmaceutical products or processes that develops may become obsolete before they recover expenses incurred in connection with their development. Obsolescence of the products and technology would materially and adversely affect our business, financial condition and results of operations.

~~There have~~If ~~been~~the noCompany ~~changes~~is innot ~~our~~able ~~internal~~to ~~control~~hire ~~over~~and ~~financial~~retain ~~reporting~~qualified ~~that~~scientific, ~~occurred~~administrative, ~~during~~financial, ~~our~~sales ~~fourth~~and ~~fiscal~~marketing, ~~quarter~~and ~~ended~~other ~~May 31~~personnel, ~~2014~~the ~~that~~Company ~~have~~may ~~materially~~not ~~affected,~~be orable ~~are reasonably likely~~ to ~~materially~~successfully ~~affect,~~achieve ~~our~~its ~~internal control over financial reporting~~goals.

~~Item 9B~~The Company currently depends heavily on its management team, scientific consultants and collaborators. ~~Other~~As ~~Information~~the Company grows, its plans to hire additional key person who are expected to become critical to the success of the Company. The loss of any of these individuals’ services might significantly delay or prevent the achievement of business objectives and could materially and adversely affect our business, financial condition and results of operations. The Company does not maintain key person life insurance on any these individuals.

~~At a~~The ~~shareholders~~Company’s ~~meeting~~success ~~held~~depends, in ~~December~~large ~~2009~~part, ~~the~~on ~~stockholders~~its ~~approved~~ability ~~the~~to ~~election~~attract ofand ~~director,~~retain ~~Kenneth~~qualified Bscientific and management personnel. ~~Liebscher,~~The toCompany ~~serve until~~faces ~~the~~intense ~~next~~competition ~~Annual~~for ~~General~~such ~~Meeting~~personnel ofand ~~Shareholders~~consultants. orThe ~~until~~Company ~~his~~cannot ~~respective~~ensure ~~successor~~that isit ~~elected~~will be able to attract and retain these persons or ~~appointed;~~persons of similar capability in the future.

~~At a~~Further, ~~shareholders~~the ~~meeting~~Company ~~held~~expects inthat ~~January~~our ~~2010,~~potential ~~the~~expansion ~~stockholders~~into ~~approved~~areas ~~the~~and ~~name~~activities ~~change~~requiring ofnew and additional expertise will place additional requirements on the ~~corporation~~Company’s ~~from~~management, ~~Sierra~~operational ~~Ventures Inc~~and financial resources. The Company expects these demands to ~~Lucky~~require ~~Boy~~an ~~Silver~~increase ~~Corp.~~in management and ~~the~~scientific ~~forward~~personnel ~~split~~and the development of ~~our~~additional ~~company~~expertise ~~stock~~by ofexisting ~~15:1~~personnel. OnThe ~~May~~failure 9,to ~~2012~~attract ~~the~~and ~~stockholders~~retain ~~approved~~such ~~the name~~personnel ~~change~~or ofto ~~our~~develop ~~Company~~such toexpertise ~~National~~could ~~Graphite~~materially ~~Corp~~and adversely affect prospects for the Company’s success.

30RISKS RELATED TO GOVERNMENT REGULATION OF THE COMPANY’S BUSINESS

~~Change of~~Government ~~Jurisdiction~~Regulations

OnThe ~~March 22,~~Company’s ~~2011,~~operations ~~the~~may ~~corporation~~be ~~converted~~subject ~~from a Wyoming corporation~~ to apotentially ~~Nevada~~costly ~~corporation~~governmental ~~pursuant to Wyoming Statutes Title 17, ch~~regulations. Compliance ~~16,~~with ~~Sect.(s)~~such ~~820,~~federal ~~821~~ and ~~1114 and~~state ~~Nevada~~regulations ~~Revised~~and ~~Statutes~~laws ~~92A.205.~~may ~~This~~require ~~conversion~~a ~~did~~significant ~~not~~investment ~~alter the number~~ of ~~authorized~~ ~~shares~~resources, orincluding ~~the~~both ~~number~~financial ofresources ~~issued~~ and ~~outstanding~~personnel ~~shares,~~expertise. Future ofchanges ~~the~~in ~~corporation.~~government ~~The~~regulations, ~~voting~~environmental, consumer, and other ~~rights~~applicable oflaws could increase the ~~common and~~costs ~~preferred~~incurred ~~shares~~in ofoperating the ~~company~~Company’s ~~capital~~business. ~~stock~~The ~~remain~~nature ~~substantially~~and ~~similar~~scope ~~under~~of ~~Nevada~~future ~~law.~~legislation ~~The~~and ~~powers~~government ofprograms affecting the ~~company~~Company’s ~~officers,~~ ~~directors~~operations ~~and~~cannot ~~shareholders~~be ~~also~~predicted, ~~remain~~and ~~substantially~~there ~~the~~can ~~same.~~be ~~Our~~no ~~authorized~~assurances ~~capital~~that ~~stock~~any ~~continues~~current toor ~~consist~~future ~~of 499,000,000~~legislation ~~shares~~or ofgovernment ~~common~~programs ~~stock,~~will ~~par~~not ~~value~~have ~~$0.001~~an ~~per~~adverse ~~share~~impact ~~and~~on ~~1,000,000~~the ~~shares~~Company’s ~~of preferred stock~~business, ~~par~~products ~~value~~or $0operations.~~001per share.~~

~~Name Change~~Penny Stock Regulations

~~On February~~If a market develops and the price of the Company's stock is below $5.00 per share, ~~2010~~or wethe ~~filed~~Company does not have $2,000,000 in net tangible assets, or is not listed on an ~~Amendment~~exchange toor ~~Articles~~on ~~with~~the NASDAQ National Market System, among other conditions, the ~~Wyoming~~Company's ~~Secretary~~shares ofmay ~~State~~be ~~and~~subject ~~changed~~to ~~our~~a ~~name~~rule ~~from~~promulgated ~~“Sierra Ventures~~by ~~Inc.~~the Securities and Exchange Commission (the “SEC”) that imposes additional sales practice requirements on brokerdealers who sell such securities to ~~“Lucky~~persons ~~Boy~~other ~~Silver~~than ~~Corp~~established customers and institutional accredited investors.” For Ontransactions ~~May~~covered 9by the rule, ~~2012~~the webrokerdealer ~~changed~~must make a special suitability determination for the ~~name~~purchaser ofand ~~our~~receive ~~Company~~the purchaser's written consent to ~~National~~the ~~Graphite Corp~~transaction prior to the sale. Furthermore, ~~Our~~if ~~shares~~the price of ~~common~~the Company's stock ~~are~~is ~~quoted~~below on$5.00, and does not meet the ~~OTC~~conditions ~~Bulletin~~set ~~Board~~forth ~~under~~above, sales of the ~~symbol~~Company's ~~“NGRC”. Our~~stock ~~CUSIP number~~in isthe ~~631268~~secondary ~~104.~~market ~~The~~will ~~quotation~~be ~~was~~subject ~~first~~to ~~posted~~certain atadditional new rules promulgated by the ~~opening~~SEC. These onrules ~~May~~generally 29require, ~~2009~~among other things, that brokers engaged in secondary trading of stock provide customers with anwritten ~~opening~~disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of ~~$0.05~~the ~~($0.0033~~compensation ~~post-split)~~ to the brokerdealer and ~~offer~~disclosure atof ~~$0.10~~the ~~($0~~sales person working for the brokerdealer.~~0067~~ These ~~post-split)~~rules and regulations may affect the ability of brokerdealers to sell the Company's securities, thereby limiting the liquidity of the Company's securities.

~~Letter Agreement~~TAX RISKS

~~On February~~C 8,Corporation ~~2010,~~Tax 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.Status

~~In consideration~~The ~~for~~Company ~~the~~is ~~claims,~~presently ~~Mr.~~a ~~Liebscher~~C ~~agreed~~Corporation ~~that~~under the ~~Company~~Internal ~~pay~~Revenue ~~US$55,000~~Code toof ~~Monte~~1986. All ~~Cristo~~items ~~Projects~~of ~~LLC~~income and ~~issue~~loss ~~2,500 shares~~ of ~~common~~the ~~stock~~Company ofare ~~our~~taxed ~~company~~first toat ~~Monte~~the ~~Cristo~~corporate ~~Projects~~level ~~LLC~~ and ~~2,500~~any ~~shares~~dividends ofdistributed ~~common~~to ~~stock~~shareholders ofare ~~our~~taxed ~~company~~at tothe ~~Alan~~shareholder ~~Chambers~~level as well.

~~On February~~IN ~~23,~~ADDITION ~~2010,~~TO ~~Mr.~~THE ~~Liebscher~~FOREGOING ~~assigned all of his right~~RISKS, ~~title~~BUSINESSES ~~and~~ARE ~~interest~~OFTEN inSUBJECT ~~and~~TO toRISKS ~~the~~THAT ~~letter~~ARE ~~agreement~~NOT ~~and~~FORESEEN ~~the~~OR AGFULLY ~~Properties to~~APPRECIATED ~~our~~BY ~~company in consideration for $1~~MANAGEMENT.~~00. Our company will carry out the obligations and take the benefit of the letter agreement.~~

~~PART III~~ITEM 2.

~~Item 10. Directors, Executive Officers and Corporate Governance.~~PROPERTIES

The ~~following~~ ~~individuals~~Company ~~serve~~owns asno ~~the~~real ~~directors~~property and has a lease agreement for its principal executive ~~officers~~offices ofand ~~our~~related ~~company~~facilities aslocated ofin ~~the~~approximately ~~date~~3,553 square feet of ~~this~~space ~~annual~~at ~~report~~Lindemannstr. ~~All~~75, ~~directors of~~D- ~~our~~40237 ~~company~~Duesseldorf, ~~hold~~Germany. During ~~office~~the ~~until~~year ended May 31, 2015, the ~~next~~Company ~~annual~~leased ~~meeting~~approximately 1,604 square feet of ~~our~~space ~~shareholders~~at orImmermannstr. ~~until~~65 ~~their~~A, ~~successors~~D-40210, ~~have~~Duesseldorf, ~~been~~Germany ~~elected~~lease ~~and~~payments ~~qualified. The~~were ~~executive~~$ ~~officers~~2,589. ofThe ~~our~~lease ~~company~~at ~~are~~"Lindemannstr." ~~appointed~~has bybeen ~~our~~terminated ~~board~~as of ~~directors~~10/31/14 and ~~hold~~the ~~office~~lease ~~until~~at ~~their~~"Immermannstr." ~~death,~~started ~~resignation~~on ~~or removal from office~~11/1/14.

	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	71 55 68	December 15, 2009 January 5, 2010 November 1, 2012

ITEM 3.

31LEGAL PROCEEDINGS

~~None of~~We ~~the~~are ~~directors~~not ora ~~officers~~party ~~has~~to ~~professional~~any pending legal proceeding. No federal, state or ~~technical~~local ~~accreditation~~governmental inagency is presently contemplating any proceeding against the ~~exploration~~Company. No director, ~~development~~executive officer or ~~operations~~affiliate of ~~mining~~ the Company or ~~mining~~owner ~~related~~of ~~projects.~~record ~~During~~or beneficially of more than five percent of the ~~past~~Company's ~~year,~~common ~~our~~stock ~~president,~~is ~~Mr.~~a ~~Liebscher,~~party ~~spent~~adverse ~~approximately~~to ~~50%~~the ofCompany ~~his~~or ~~time~~has a material interest adverse to the Company in any proceeding.

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

~~Business Experience~~ITEM 5.

~~The following~~MARKET isFOR ~~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~~REGISTRANT’sS ~~principal~~COMMON ~~occupation during that period~~EQUITY, ~~and~~RELATED ~~the~~STOCKHOLDER ~~name~~MATTERS ~~and~~AND ~~principal business~~ISSUER ofPURCHASES ~~the~~OF ~~organization~~EQUITY ~~in which such occupation and employment were carried out.~~SECURITIES

~~Kenneth B.~~Market ~~Liebscher, Chief Executive Officer, President, Director~~ Information

~~Ken Liebscher~~Our ~~was~~common ~~appointed~~stock asis ~~our~~traded ~~President~~on Pink Sheets under the symbol “NGRC.” The CUSIP number for the Issuer’s common stock is 636268203. The following table sets forth, ~~Chief~~in ~~Executive~~U.S. ~~Officer~~dollars the high and alow ~~director~~sale ofprices ~~our~~for ~~company~~each onof ~~December~~the 14calendar quarters indicated, ~~2009.~~as Mrreported by the Pink Sheets. The ~~Liebscher was~~prices ~~our~~in ~~Chief~~the ~~Financial~~table ~~Officer~~may ~~and~~not ~~Secretary~~represent ~~from~~actual ~~December~~transactions ~~14,~~and ~~2009~~do tonot ~~January~~include 5retail markups, ~~2010~~markdowns or commissions.

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.


	Company Common Stock Prices
	High		Low
2015
Quarter ended May 31	$	0.25	$	0.05
Quarter ended February 28		0.48		0.20
Quarter ended November 30		0.73		0.35
Quarter ended August 31		0.60		0.25

2014
Quarter ended May 31	$	0.62	$	0.50
Quarter ended February 28		1.20		0.36
Quarter ended November 30		1.72		0.45
Quarter ended August 31		6.90		1.39

~~Mr.~~There ~~Liebscher held~~is ~~executive~~currently ~~level~~a ~~positions~~limited ~~while~~public atmarket for the ~~world's~~Common ~~largest~~Stock ~~dental~~and ~~products~~there ~~manufacturer~~can be no assurance that an active trading market will develop or, ~~Dentsply~~if ~~International~~one ~~Inc~~does develop, that it will be maintained. However, ~~where~~should ~~he spent~~such ~~over~~a 22market ~~years~~arise, inthe ~~positions~~possibility ~~culminating~~or actual sale into the market of shares of the Company's Common Stock as permitted under Rule 144 of the ~~Manager~~Securities Act of ~~their~~1933 ~~West~~may ~~Coast~~adversely ~~Division,~~affect ~~headquartered~~prevailing inmarket ~~San~~prices, ~~Francisco~~if any, ~~California. Mr.~~for ~~Liebscher~~the ~~was~~Company's ~~recruited~~Common byStock aand ~~major~~could ~~Europe-based~~impair ~~competitor,~~the ~~Ivoclar~~Company's ~~Liechtenstein~~ability into ~~1990~~raise capital through the sale of its equity securities. In order to ~~lead~~qualify ~~their~~for ~~entry~~unrestricted ~~into~~resale ~~the North~~of ~~American~~Common ~~market~~Stock ~~and~~under Rule 144, certain holding periods must be met and a legal opinion setting forth the exemption from ~~1990~~registration tomust ~~1992~~be provided. Further, ~~became~~there ~~Executive~~is ~~Vice~~no ~~President~~assurance ofthat ~~Sales~~Rule ~~and~~144 ~~Marketing~~will be applicable to the Company and ~~helped~~investors ~~expand~~may ~~this~~not ~~company’s sales~~be able to ~~$300M~~rely USon its provisions now or in the future.

~~Mr.~~The ~~Liebscher became~~market aprice ~~director~~ of aNational ~~publicly~~Graphite’s ~~held~~common ~~company~~stock ~~called~~will ~~E.T.C.~~likely ~~Industries~~fluctuate ~~Ltd.~~significantly in ~~1992~~response ~~and~~to ~~became~~the ~~President~~following factors, some of which are beyond the Company’s control: variations in its ~~wholly~~quarterly ~~owned~~operating ~~subsidiary, THE~~results; ~~ELECTRIC~~changes ~~CAR~~in ~~COMPANY~~financial estimates of its revenues and, operating results by securities analysts; changes in ~~1994~~market valuations of similar companies; announcements by us of significant contracts, ~~led~~acquisitions, astrategic ~~team~~partnerships, ~~that~~joint ~~developed~~ventures ~~the~~or ~~MI-6~~capital ~~prototype~~commitments; ~~electric~~additions ~~car~~or ~~from~~departures ~~the~~of ~~ground~~key uppersonnel; future sales of its common stock; stock market price and volume fluctuations attributable to inconsistent trading volume levels of its stock; commencement of, or involvement in, litigation.

~~Mr. Liebscher~~On ~~served~~November as15, ~~a director on Belmont Resources Inc (TSX BEA)~~2016, athe ~~mining~~last ~~exploration~~bid ~~company~~and ~~from~~ask ~~1992~~of ~~until~~our ~~November~~common ~~2009. He~~stock ~~served~~ as anreported ~~officer~~on ~~and~~the ~~director~~Pink ofSheets ~~Highbank~~was ~~Resources Inc (TSX HBK) from 1992 through 2002~~$0.07 ~~This experience has resulted in his involvement in mineral exploration projects in Peru, Eastern Europe (Slovak Republic),~~ and ~~British Columbia~~$0.11, ~~Ontario, Quebec and New Brunswick (Canada)~~respectively.

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

WeThere ~~believe Mr.~~were ~~Liebscher~~approximately is39 ~~qualified~~holders toof ~~serve~~record onof ~~our~~the ~~board~~Company’s ofCommon ~~directors~~Stock ~~because~~as of ~~his~~May ~~knowledge~~31, of2015. Subsequent ~~our~~to ~~company’s~~the ~~history~~period ~~and~~covered ~~current operations~~by inthis ~~addition~~report, tothere ~~his~~were ~~education~~approximately ~~and~~227 ~~business~~holders ~~experiences~~of record of the Company’s Common Stock as ~~described~~of ~~above~~November 15, 2016.

~~Dr. FortunatoVillamagna, Secretary, Director~~Dividends

~~Dr.~~Common ~~FortunatoVillamagna was~~Stock ~~appointed~~- asNo ~~Secretary~~dividends have ever been paid on the Common Stock and athe ~~director~~Company ofdoes ~~our~~not ~~company~~currently anticipate paying any cash or other dividends on ~~January~~the 5Common Stock. Future dividend policy will be determined by the Board of Directors of the Company in light of prevailing financial need and earnings, ~~2010~~if any, of the Company and other relevant factors.

32Preferred Stock - No dividends have ever been paid on the Preferred Stock and the Company does not currently anticipate paying any cash or other dividends on the Preferred Stock. Future dividend policy will be determined by the Board of Directors of the Company in light of prevailing financial need and earnings, if any, of the Company and other relevant factors.

~~Dr.~~Payment ~~Villamagna has over 25 years~~ of ~~domestic~~dividends ~~and~~on ~~international experience in~~ the ~~mining~~Common ~~services,~~Stock ~~specialty~~ and ~~bulk~~Preferred ~~chemicals,~~Stock ~~capital~~is ~~equipment, bioenergy,~~within ~~aerospace and energetic materials businesses used in~~ the ~~mining~~discretion 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~~Board ~~Dr. Villamagna served as President~~ of ~~BioEnergy Systems~~Directors, a ~~technology~~is ~~company~~subject ~~serving the biofuels industry. Prior~~ to ~~that~~state ~~Dr. Villamagna was Vice President – Business Development for American Pacific Corporation (AMPAC)~~law, ~~a publically listed company with divisions~~ and ~~subsidiaries~~will ~~that~~depend ~~manufacture~~upon 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~~Company's ~~President Technology~~earnings, ~~Americas~~ ~~and~~if ~~Europe for Orica Inc.~~any, anits ~~Australian-owned,~~capital ~~publicly-listed global company~~requirements, ~~and~~financial ~~global~~condition ~~leader in mining products~~ and ~~services.~~other ~~Prior~~relevant ~~to that Dr~~factors. ~~Villamagna was the Director of Bulk Delivered Products for Energetic Solutions, Inc., a part of UK Based ICI Explosive.~~

~~Dr.~~Securities ~~Villamagna currently~~Authorized ~~also~~for ~~serves~~Issuance onUnder ~~the~~Equity ~~Board~~Compensation ~~of Directors of Northumberland Resources Inc. (NHUR.OTC BB).~~Plans

WeThe ~~believe Dr.~~following ~~Villamagna~~table issets ~~qualified~~forth toinformation ~~serve~~as ~~on our board~~ of ~~directors~~May ~~because~~31, of2015 ~~his~~with ~~knowledge~~respect ofto our ~~company’s~~equity ~~history~~compensation ~~and~~plans ~~current operations~~previously inapproved ~~addition~~by tostockholders ~~his~~and ~~education~~equity ~~and~~compensation ~~business~~plans ~~experiences~~not aspreviously ~~described~~approved ~~above~~by stockholders.

Howard Bouch, Chief Financial Officer, Director.


	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by stockholders	0	$	0	0
Equity compensation plans not approved by stockholders	0		0	0
Total	0	$	0	0

~~Howard Bouch,~~Issuer ~~age~~Purchases ~~68, is a Private Practice Chartered Accountant with over 36 years~~ of ~~Public~~Equity 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).Securities

WeThere ~~believe Mr.~~were ~~Bouch~~no isstock ~~qualified~~repurchases toduring ~~serve~~the onyear ~~our~~ended ~~board~~May of31, ~~directors because of his knowledge of our company’s history and current operations in addition to his education and business experiences as described above~~2015.

~~Family Relationships~~Recent Sales of Unregistered Securities

~~There are~~On noSeptember ~~family~~20, ~~relationships~~2014, ~~between~~preferred ~~any~~stockholders elected to convert 675,000 shares of preferred ~~our~~stock ~~directors~~into or67,500,000 ~~executive~~shares ~~officers~~of common stock. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) and Regulation S of the Securities Act of 1933. The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

~~Involvement~~ On September 30, 2014 the Company issued 25,000,000 shares of common stock for the acquisition of National Graphite Corporation in ~~Certain~~exchange ~~Legal~~for ~~Proceedings~~100 percent of the issued and outstanding shares of NGRC. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) and Regulation S of the Securities Act of 1933. The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.

During the ~~past~~period ~~ten~~ended ~~years~~May 31, ~~none~~2015, the Company received cash proceeds of ~~our~~$821,781 ~~executive~~in ~~officers~~exchange orfor ~~directors~~85 ~~have~~stock ~~had~~subscriptions ~~any~~to issued 18,891,080 shares of the ~~following~~Company's ~~events~~common ~~occur:~~stock. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) and Registration S of the Securities Act of 1933.

~~a bankruptcy~~Subsequent ~~petition~~to ~~filed~~the period covered by orthis ~~against~~report, ~~any~~the ~~business~~Company has entered into various subscription agreements with various unrelated third parties. Pursuant to these agreements, the Company has received an aggregate of ~~which~~$1,323,037, ~~such~~in ~~person~~return ~~was~~for a40,626,819 ~~general~~shares ~~partner~~of orcommon ~~executive~~stock. ~~officer~~No ~~either~~underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) and Regulation S of the Securities Act of 1933. The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of ~~the~~issuance, ~~bankruptcy~~and orpossessed ~~within~~information ~~two~~on ~~years~~the ~~prior~~Company necessary to ~~that~~make ~~time;~~an informed investment decision.

~~conviction in~~ITEM ~~a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and~~6.

33SELECTED FINANCIAL DATA

We ~~other~~are ~~minor~~a ~~offenses;~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~being subject~~ITEM 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;7.

~~being found~~MANAGEMENT’S byDISCUSSION aAND ~~court~~ANALYSIS ofOF ~~competent~~FINANCIAL ~~jurisdiction,~~CONDITION inAND aRESULTS ~~civil~~OF ~~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;~~OPERATIONS

~~Being the~~The ~~subject~~following discussion of, orour afinancial ~~party~~condition ~~to,~~and ~~any~~results ~~federal~~of oroperations ~~state~~should ~~judicial~~be orread ~~administrative~~in ~~order,~~conjunction ~~judgment,~~with ~~decree,~~the orfinancial ~~finding,~~statements ~~not~~and ~~subsequently reversed,~~related ~~suspended~~notes orto ~~vacated,~~the ~~relating~~financial tostatements anincluded ~~alleged~~elsewhere ~~violation~~in this periodic report. Some of: ~~(i)~~the ~~any~~statements ~~federal~~under or“Management’s ~~state~~Discussion ~~securities~~and orAnalysis,” ~~commodities~~“Description ~~law~~of ~~or regulation;~~Business” orand ~~(ii)~~elsewhere ~~any~~herein ~~law~~may orinclude ~~regulation~~forward-looking ~~respecting~~statements which reflect our current views with respect to future events and financial ~~institutions~~performance. orThese ~~insurance~~statements ~~companies~~include ~~including,~~forward-looking ~~but~~statements ~~not~~both ~~limited~~ with respect to, aus ~~temporary~~specifically orand ~~permanent~~the ~~injunction~~alternative fuels engines industry in general. Statements which include the words “expect,” ~~order~~“intend,” of“plan,” ~~disgorgement~~“believe,” or“project,” ~~restitution~~“anticipate,” ~~civil~~“will,” ~~money~~and ~~penalty~~similar orstatements ~~temporary~~of a future or ~~permanent~~forward-looking ~~cease~~nature identify forward-~~and-desist order,~~looking orstatements ~~removal~~for orpurposes ~~prohibition~~of ~~order;~~the federal securities laws or ~~(iii)~~otherwise. ~~any~~The ~~law~~safe orharbor ~~regulation~~provisions ~~prohibiting~~of ~~mail~~the orfederal ~~wire~~securities ~~fraud~~laws ordo ~~fraud~~not inapply ~~connection~~to ~~with~~ any ~~business~~forward-looking ~~entity;~~statements orcontained in this registration statement.

~~being the~~All ~~subject~~forward-looking ~~of,~~statements oraddress asuch ~~party~~matters ~~to,~~that ~~any~~involve ~~sanction~~risks orand ~~order,~~uncertainties. ~~not subsequently reversed~~Accordingly, ~~suspended~~there are or ~~vacated,~~will ofbe ~~any~~important ~~self-regulatory organization~~factors ~~(as~~that ~~defined~~could incause ~~Section~~our ~~3(a)(26)~~actual ofresults ~~the~~to ~~Securities~~differ ~~Exchange~~materially ~~Act~~from ofthose ~~1934),~~indicated ~~any~~in ~~registered~~these ~~entity~~statements. ~~(as~~We ~~defined~~undertake inno ~~Section 1(a)(29)~~obligation ofto ~~the~~publicly ~~Commodity~~update ~~Exchange Act),~~ or review any ~~equivalent~~forward-looking ~~exchange~~statements, ~~association,~~whether ~~entity~~as ora ~~organization~~result ~~that~~of ~~has~~new ~~disciplinary authority~~information, ~~over~~future ~~its~~developments ~~members~~ or ~~persons associated with a member~~otherwise.

~~Compliance with~~If ~~Section~~one ~~16(a)~~or more of ~~the~~these ~~Securities~~or ~~Exchange~~other ~~Act~~risks ofor ~~1934~~uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

~~Section 16(a)~~CRITICAL ofACCOUNTING ~~the~~POLICIES ~~Exchange~~AND 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.ESTIMATES

~~Based solely~~The onpreparation ~~our~~of ~~review~~consolidated offinancial ~~the~~statements ~~copies~~in ofconformity ~~such~~with ~~forms~~accounting ~~received~~principles bygenerally ~~us,~~accepted orin ~~written~~the ~~representations~~United ~~from~~States ~~certain~~requires ~~reporting~~us ~~persons,~~to ~~we believe~~make estimates and judgments that ~~during~~affect the ~~fiscal~~reported ~~year~~amounts ~~ended~~of ~~May~~assets, 31liabilities, ~~2014~~revenue, ~~all~~expenses, ~~filing~~and ~~requirements~~related ~~applicable~~disclosure toof ~~our~~contingent ~~officers,~~assets ~~directors~~ and ~~greater than~~liabilities. ~~10%~~We ~~percent~~believe ~~beneficial~~the ~~owners~~following ~~were~~critical ~~complied~~accounting ~~with,~~policies ~~with~~affect our more significant judgments and estimates used in the ~~exception~~preparation of ~~the~~our ~~following:~~consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

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

CRITICAL ACCOUNTING POLICIES: Our significant accounting policies are described in Note 1 to the consolidated financial statements for the year ended May 31, 2015. The following are our critical accounting policies:

34Research and Development

~~Code of~~Research ~~Ethics~~and development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred are expensed as incurred. Research and development costs totaled $1,020,240 and $91,204 during the fiscal years ended May 31, 2015 and 2014, respectively.

~~Our board~~Foreign ofCurrency 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.Translation

~~Audit Committee~~The functional currency of the Company is the Euro. Accordingly, assets and ~~Audit~~liabilities ~~Committee~~of ~~Financial~~the ~~Expert~~subsidiary are translated into U.S. dollars at period-end exchange rates. Sales and expenses are translated at the average exchange rates in effect for the period. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive income in the consolidated statement of stockholders’ equity (deficit). There were no gains or losses resulting from foreign currency transactions as of May 31, 2015 and 2014.

~~Our board~~The ofexchange ~~directors~~rates ~~has~~used ~~determined~~to ~~that~~calculate wevalues doand ~~not~~results ~~have~~for anthe ~~“audit~~years ~~committee~~ended ~~financial~~May ~~expert”~~31, as2015 ~~defined~~and in2014 ~~Item~~were ~~407(d)(5)(ii) of~~as ~~Regulation~~follows ~~S-K under the Exchange Act.~~(USD1):

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.



	Year-end Rates	Average Period Rates
May 31, 2015	0.9097	0.8312
May 31, 2014	0.7335	0.7370

~~Nominating and~~FINANCIAL ~~Compensation Committees~~POSITION

~~We do~~Our ~~not~~current ~~have~~assets ~~nominating~~increased orby ~~compensation committees~~$25,958, orfrom ~~committees~~$4,893 ~~performing~~at ~~similar~~May ~~functions.~~31, ~~Our~~2014 ~~board of directors believe that it is not necessary~~ to $30,851 ~~have a compensation committee~~ at ~~this~~May ~~time~~31, ~~because the functions of such committee are adequately performed by our board of directors~~2015. ~~Our~~The ~~board~~increase ofis ~~directors~~primarily ~~has~~attributable ~~not~~to ~~adopted~~an aincrease ~~charter~~in ~~for~~cash ~~the~~and ~~compensation committee~~deposits.

Our ~~board~~ ofnet ~~directors~~property ~~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~~equipment ~~perform~~was ~~adequately~~$-0- ~~the~~on ~~functions~~May of31, a2015 ~~nominating~~as ~~committee.~~compared ~~Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for shareholders~~ to ~~submit~~$-0- ~~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~~May ~~time because we believe that~~31, ~~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~~2014. There ~~are~~were no ~~specific,~~investments ~~minimum~~in ~~qualifications~~net ~~that~~property ~~our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying~~ and ~~evaluating~~equipment ~~nominees~~during 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’~~2015 ~~resumes~~fiscal ~~and interview of candidates~~year. 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.

35We funded our operations primarily through sales of unregistered securities. The Company’s stockholders’ deficit increased from $(955,892) at May 30, 2014 to a stockholders' deficit of $(2,924,181) as of May 31, 2015. The primary reason for the increase was the Company's net loss for the year ended May 31, 2015.

~~Item 11~~REVENUES. ~~Executive~~There ~~Compensation.~~were $-0- revenues during the year ended May 31, 2015 and May 31, 2014

~~General~~RESEARCH AND DEVELOPMENT. Research and development expenses increased to $1,020,240 during the year ended May 31, 2015 from $91,204 during the 2014 fiscal year. This increase is due to an increase in costs relating to the development and procurement of patents, related to the Company’s investment in ELAFIN.

~~The particulars~~OTHER ofOPERATING EXPENSES. General and administrative expenses increased from $3,416 during the ~~compensation~~year ~~paid~~ended May 31, 2014 to $1,147,336 during the ~~following~~year ~~persons:~~ended May 31, 2015. Overall Total Operating Expenses increased by $2,072,951.

~~our principal~~OTHER ~~executive~~INCOME ~~officer;~~(EXPENSE). Other expense increased by $233,084 from $(33,797) in 2014 to $199,287 in 2015. This change arose primarily due to increased interest expenses, and a change in foreign currency transaction gain (loss).

~~each~~ NET LOSS. As a result of ~~our~~the ~~two~~above ~~most~~and ~~highly~~other ~~compensated~~factors, ~~executive~~the ~~officers~~Company's ~~who~~consolidated ~~were~~net ~~serving~~loss asattributable ~~executive~~to ~~officers~~common atstockholders ~~the~~was ~~end~~$1,968,289 ofor ~~the~~$0.02 ~~years~~per ~~ended~~common ~~May 31~~share in 2015, ~~2014~~as compared to $128,417 ~~and~~or ~~2013;~~$0.01 ~~and~~per common share in 2014.

~~up to~~LIQUIDITY ~~two~~AND ~~additional~~CAPITAL ~~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,~~RESOURCES

~~whom we~~For ~~will~~the ~~collectively~~year ~~refer~~ended toMay as31, ~~the~~2015, ~~named~~net ~~executive~~cash ~~officers~~used ofin ~~our~~operating ~~company,~~activities ~~are~~increased ~~set~~from ~~out~~$41,419 infor the ~~following~~year ~~summary~~ended ~~compensation table~~May 31, ~~except~~2014 ~~that~~to no$2,289,083 ~~disclosure is provided~~ for ~~any~~the ~~named~~year ~~executive~~ended ~~officer~~May 31, ~~other~~2015. ~~than~~This ~~our~~change ~~principal~~is ~~executive~~primarily ~~officers,~~related ~~whose total~~to ~~compensation~~the ~~did~~increased ~~not~~net ~~exceed~~loss ~~$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

For the year ended May 31, 2014, net cash used in investing activities amounted to $-0-. In the 2015 fiscal year investing activities provided cash in the amount of $-0-.

~~Notes:~~For the year ended May 31, 2015, net cash provided by financing activities increased to an inflow of $2,292,345 from an inflow of $46,312 for the year ended May 31, 2014. The increase came about due to an increase of common shares issued for cash in 2015 as well as in part by proceeds from notes payables and notes payable to related parties.

~~(1)~~We ~~Mr.~~had ~~Liebscher~~net ~~was~~working ~~appointed~~deficit asof ~~our~~$1,371,139 ~~President~~at May 31, ~~Chief~~2015, ~~Executive~~compared ~~Officer~~to ~~and~~net aworking ~~director~~deficit of ~~our~~$939,217 ~~company~~at onMay ~~December 14~~31, ~~2009~~2014. The ~~Mr.~~Company ~~Liebscher~~had ~~was~~an ~~our~~increase ~~Chief~~in ~~Financial~~cash ~~Officer~~when compared to prior year. Accounts payable and ~~Secretary~~accrued expenses increased from ~~December~~the ~~14,~~prior ~~2009~~year. toThere ~~January~~was 5,an ~~2011~~increase in related party payables and note payables when compared to prior year.

~~(2)~~ITEM ~~Dr.~~7A ~~Villamagna~~– ~~was~~QUANTITATIVE ~~appointed~~AND asQUALITATIVE ~~our~~DISCLOSURES ~~Chief~~ABOUT ~~Financial~~MARKET ~~Officer, Secretary and a Director on January 5, 2010.~~RISK

~~(3)~~We ~~Howard~~are ~~Bouch~~a ~~was~~smaller ~~appointed~~reporting company as ~~our~~defined ~~Chief~~by ~~Financial~~Rule ~~Officer~~12b-2 of the Securities Exchange Act of 1934 and aare ~~Director~~not ~~November~~required 1,to ~~2012~~provide the information under this item.

36ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

~~Options Grants~~FINANCIAL ~~During the Last Fiscal Year / Stock Option Plans~~ STATEMENTS

WeMay ~~do not currently have a stock option plan in favor of any director~~31, ~~officer,~~2015 ~~consultant~~and 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.2014

~~Aggregated Options~~C ~~Exercises~~O inN ~~Last~~T ~~Fiscal~~E ~~Year~~N T S

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.


Report of Independent Registered Public Accounting Firm	25
Consolidated Balance Sheets	26
Consolidated Statements of Operations	27
Consolidated Statements of Stockholders’ Deficit	28
Consolidated Statements of Cash Flows	29
Notes to Consolidated Financial Statements	30

~~Long-Tem Incentive~~REPORT ~~Plans~~OF ~~and~~INDEPENDENT ~~Awards~~REGISTERED PUBLIC ACCOUNTING FIRM

~~We do~~To ~~not~~the ~~have~~Board 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~~Directors ~~officers~~and orStockholders ~~directors or employees or consultants since we were founded.~~of

~~Compensation of~~National ~~Directors~~Graphite Corp.

~~On January~~We 24have audited the accompanying consolidated balance sheets of National Graphite Corp. as of May 31, ~~2010~~2015 and 2014, weand ~~issued~~the ~~150~~related consolidated statements of operations,~~000~~ ~~post-split~~stockholders’ ~~(10~~deficit,~~000~~ ~~pre-split)~~and ~~shares~~cash flows for each of ~~our~~the ~~common~~years ~~stock~~in tothe ~~Ken~~two ~~Liebscher~~year ~~and~~period ~~30,000~~ended ~~post-split (2~~May 31,~~000~~ ~~pre-split)~~2015. ~~shares~~National ofGraphite ~~our~~Corp.’s ~~common~~management ~~stock~~is responsible for these consolidated financial statements. Our responsibility is to ~~FortunatoVillamgna~~express asan ~~director~~opinion ~~compensation~~on these consolidated financial statements based on our audits.

~~On November~~We 5,conducted ~~2012~~our audits in accordance with the ~~Board~~standards of ~~Directors~~the ~~authorized~~Public ~~payments~~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 $1material misstatement. The company is not required to have,~~000~~ ~~per~~nor ~~month~~were we engaged to ~~Directors~~perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as ~~Directors~~a ~~Fees~~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 consolidated 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.

~~Except as~~In ~~disclosed~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the ~~members~~financial position of ~~the~~National ~~Board~~Graphite Corp. as of ~~Directors~~May ~~are~~31, ~~not~~2015 ~~compensated~~and by2014, ~~National~~and ~~Graphite~~the ~~for~~results ~~acting~~of asits ~~such.~~operations ~~Directors are~~and ~~reimbursed~~its cash flows for ~~reasonable~~each ~~out-~~of~~-pocket~~ ~~expenses~~the ~~incurred.~~years ~~There~~in ~~are~~the notwo ~~arrangements~~year ~~pursuant~~period toended ~~which~~May ~~directors~~31, ~~are~~2015, orin ~~will be~~conformity ~~compensated~~with inaccounting ~~the~~principles ~~future~~generally ~~for~~accepted ~~any~~in ~~services~~the ~~provided~~United asStates aof ~~director~~America.

~~Employment Contracts,~~The ~~Termination~~accompanying ofconsolidated ~~Employment~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, ~~Change-~~the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in~~-Control~~ ~~Arrangements~~regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~There are~~/s/ ~~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~~Sadler, ~~including payments~~Gibb to& ~~be made by National Graphite~~Associates, 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.LLC

37Salt Lake City, UT

~~Indebtedness of~~November ~~Directors~~15, ~~Senior Officers, Executive Officers and Other Management~~ 2016

[ngrc105edgarproofv10010.gif]

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.


NATIONAL GRAPHITE CORP.
Consolidated Balance Sheets


			May 31,		May 31,
			2015		2014
ASSETS

CURRENT ASSETS
	Cash		$	8,155	$	4,893
	Deposits			22,696		-
		Total Current Assets		30,851		4,893

		TOTAL ASSETS	$	30,851	$	4,893


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

	Accounts payable and accrued expenses		$	94,322	$	13,732
	Notes payable - related parties			598,677		253,000
	Current portion of long-term notes payable			551,034		673,269
	Convertible notes payable			157,957		4,109
		Total Current Liabilities		1,401,990		944,110

	Long-term notes payable, net			820,389		-

		Total Liabilities		2,222,379		944,110

STOCKHOLDERS' DEFICIT

	Preferred stock; 1,000,000 shares authorized,
	at $0.001 par value, -0- and 675,000 shares
	issued and outstanding, respectively			-		675
	Common stock; 500,000,000 shares authorized,
	at $0.001 par value, 113,681,596 and 25,000,000
	shares issued and outstanding, respectively			113,682		25,000
	Additional paid-in capital			597,480		1,000
	Stock subscriptions payable (receivable)			21,491		(10,000)
	Accumulated deficit			(2,924,181)		(955,892)

		Total Stockholders' Deficit		(2,191,528)		(939,217)

		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	30,851	$	4,893

~~Item 12.~~The ~~Security~~accompanying ~~Ownership~~notes ofare ~~Certain~~an ~~Beneficial~~integral ~~Owners~~part ~~and~~of ~~Management~~these ~~and~~condensed ~~Related~~consolidated ~~Stockholder~~financial ~~Matters~~statements.

Security Ownership of Certain Beneficial Owners and Management


NATIONAL GRAPHITE CORP.
Consolidated Statements of Operations

			For the Year Ended
			May 31,
			2015		2014

REVENUES			$	-	$	-

OPERATING EXPENSES

	Research and development			1,020,240		91,204
	General and administrative			1,147,336		3,416

		Total Operating Expenses		2,167,576		94,620

LOSS FROM OPERATIONS				(2,167,576)		(94,620)

OTHER INCOME (EXPENSE)

	Interest expense			(59,172)		(10,790)
	Foreign currency transaction gain (loss)			258,459		(23,007)

		Total Other Income (Expense)		199,287		(33,797)

NET LOSS			$	(1,968,289)	$	(128,417)

BASIC AND DILUTED LOSS PER SHARE OF
	COMMON STOCK		$	(0.02)	$	(0.01)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC AND DILUTED				79,058,999		25,000,000

The ~~following~~ ~~table~~accompanying ~~sets~~notes ~~forth,~~are asan ofintegral ~~the~~part ~~date~~ of ~~this~~these ~~report,~~condensed ~~the~~consolidated ~~total~~financial 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 sharesstatements. ~~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)
NATIONAL GRAPHITE CORP.
Common	Kenneth B. Liebscher 5466 Canvasback Rd, Blaine, WA 98230	755,000(4) 18,666(3)	Direct Indirect	33.80%
Consolidated Statement of Stockholders' Deficit
Preferred	Kenneth B. Liebscher 5466 Canvasback Rd, Blaine, WA 98230	675,000	Direct	100%
										Stock
Common	FortunatoVillamagna 10805 Bernini Dr., Las Vegas, NV 89141	1,000(5)	Direct	*
								Additional		Subscriptions
Common	Directors and Executive Officers as a Group (2 persons)	774,666	Direct	33.84%
	Preferred Stock				Common Stock			Paid-in		Payable		Accumulated
	Shares		Amount		Shares	Amount		Capital		(Receivable)		Deficit		Total
Balance, May 31, 2013	675,000		$	675	25,000,000	$	25,000	$	-	$	(10,000)	$	(827,476)	$	(811,801)
Contributed capital	-			-	-		-		1,000		-		-		1,000
Net loss for the period ended
May 31, 2014	-			-	-		-		-		-		(128,417)		(128,417)
Balance, May 31, 2014	675,000		$	675	25,000,000	$	25,000	$	1,000	$	(10,000)	$	(955,892)	$	(939,217)
Reverse recapitalization	(675,000)			(675)	69,790,516		69,791		(174,919)		-		-		(105,803)
Common shares issued for cash	-			-	18,891,080		18,891		771,399		31,491		-		821,781
Net loss for the period ended
May 31, 2015	-			-	-		-		-		-		(1,968,289)		(1,968,289)
Balance, May 31, 2015	-		$	-	113,681,596	$	113,682	$	597,480	$	21,491	$	(2,924,181)	$	(2,191,528)

~~Notes:~~The accompanying notes are an integral part of these condensed consolidated financial statements.

* Less than 1%.


NATIONAL GRAPHITE CORP.
Consolidated Statements of Cash Flows


			For the Years Ended
			May 31,
			2015		2014
OPERATING ACTIVITIES
Net loss			$	(1,968,289)	$	(128,417)
Adjustments to reconcile loss
to cash flows from operating activities
	Loss (gain) on foreign currency			(258,459)		23,007
Changes in operating assets and liabilities
	Deposits			(22,696)		-
	Accounts payable and accrued expenses			(39,639)		63,991
		Net Cash Used in Operating Activities		(2,289,083)		(41,419)

INVESTING ACTIVITIES				-		-

FINANCING ACTIVITIES
	Proceeds from related party notes payable			345,677		-
	Proceeds from notes payable			942,676		41,203
	Proceeds from convertible notes payable			182,211		4,109
	Proceeds from common stock issued for cash			821,781		-
	Capital contributed by shareholders			-		1,000
		Net Cash Provided by Financing Activities		2,292,345		46,312

NET CHANGE IN CASH			$	3,262	$	4,893
CASH AT BEGINNING OF PERIOD				4,893		-

CASH AT END OF PERIOD			$	8,155	$	4,893


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

	Cash paid for interest		$	-	$	-
	Cash paid for taxes		$	-	$	-

~~(1)~~The ~~Beneficial~~accompanying ~~owner~~notes 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)~~integral ~~within~~part ~~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~~condensed ~~rights.~~consolidated Asfinancial 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 outstandingstatements.

38NATIONAL GRAPHITE CORP.

~~(2)~~Notes ~~Based~~to ~~on 2,288,996 shares of common stock issued and outstanding as of~~ the ~~date~~Financial ~~of this report.~~Statements

~~(3)~~May ~~These shares are held of record by Wannigan Consulting Corp.~~31, a2015 ~~private company of which Mr Liebscher is also President~~ and ~~CEO.~~2014

~~(4)~~NOTE ~~Includes~~1 ~~10,000~~– ~~pre-split~~ORGANIZATION ~~(150,000~~AND ~~post-split)~~NATURE ~~shares~~OF ~~issued to Mr. Liebscher for compensation.~~BUSINESS

National Graphite Corporation formerly known as Lucky Boy Silver Corporation, which was formerly known as Sierra Ventures, Inc. (5“the Company”) ~~Consists~~was incorporated under the laws of 2the State of Wyoming on October 19,~~000~~ ~~pre-split~~2006. ~~(30~~On May 8,~~000~~ ~~post-split~~2012 the Company filed an Amendment to Articles with and changes its name from “Lucky Boy Silver Corporation” to “National Graphite Corporation (NGRC).” ~~shares~~On ~~issued~~February 5, 2010 the Company filed an Amendment to MrArticles with the Wyoming Secretary of State and changed its name from “Sierra Ventures Inc.” ~~Villamagna~~to ~~for~~“Lucky ~~compensation~~Boy Silver Corporation.” On March 22, 2011, the Company pursuant to Wyoming and Nevada law converted from a Wyoming corporation to a Nevada corporation.

~~Changes~~ On September 30, 2014 the Company entered into a Share Exchange Agreement with Biotech Development Corp. (“BDC”) whereby NGRC issued 25,000,000 shares of its common stock to the shareholders of BDC, in ~~Control~~exchange for 100 percent of the Company’s issued and outstanding common stock. The Agreement closed on October 24, 2014. Upon closing BDC became a wholly-owned subsidiary of NGRC. Furthermore, upon closing the officers and directors of NGRC resigned their positions and were replaced by the three individuals who were the sole shareholders of the Company immediately prior to the consummation of the agreement. The transaction has been accounted for as a reverse recapitalization with BDC as the acquiring entity for accounting purposes, and NGRC as the acquiring entity for legal purposes.

~~We do~~Biotech ~~not~~Development ~~anticipate~~Corp at(“the ~~this~~Company”), ~~time~~was ~~any~~incorporated ~~changes~~under inthe ~~control~~laws of ~~National~~the ~~Graphite.~~State ~~There~~of ~~are~~Nevada noon ~~arrangements~~May ~~either~~6, 2013 as a biopharmaceutical risk/cost-sharing company, operating in ~~place~~Germany, to collaborate clinical stage companies that develop new biological entities or ~~contemplated which~~new ~~may~~therapeutic ~~result~~platforms in athe ~~change~~treatment of ~~control~~various ofrare ~~National Graphite~~diseases. ~~There~~The ~~are~~Company nois ~~provisions~~pursuing ~~within~~the ~~our~~commercial ~~Articles~~development orof ~~Bylaws~~a ~~that~~drug ~~would delay~~candidate orcalled ~~prevent~~ELAFIN, which is a ~~change~~human identic protein, in the treatment of ~~control~~postoperative inflammatory complications.

~~Item 13.~~NOTE ~~Certain~~2 ~~Relationships~~- ~~and~~GOING ~~Related Transactions, and Director Independence.~~CONCERN

~~Transactions with~~These ~~Related~~financial ~~Persons~~statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2015, the Company has a working capital deficit of $1,371,139 and an accumulated deficit of $2,924,181. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to: identify future investment opportunities and obtain the necessary debt or equity financing and generate profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Except as~~In ~~disclosed~~order ~~herein,~~to ~~there~~continue ~~has~~as ~~been~~a nogoing ~~transaction~~concern, ~~since~~the ~~June~~Company 1,will ~~2008~~need, oramong ~~currently~~other ~~proposed transaction~~things, inadditional ~~which~~capital weresources. ~~were~~Management's ~~or are~~plan is to beobtain asuch ~~participant~~resources ~~and~~for the ~~amount~~Company ~~involved~~by ~~exceeds~~obtaining ~~the~~capital ~~lesser~~from ofmanagement ~~$120,000~~and orsignificant ~~one~~shareholders ~~percent~~sufficient ofto ~~the~~meet ~~average~~its ofminimal ~~our~~operating ~~total~~expenses ~~assets at~~and ~~year~~seeking ~~end~~equity ~~for~~and/or ~~the~~debt ~~last~~financing. ~~two~~However ~~completed~~management ~~fiscal~~cannot ~~years,~~provide ~~and in which~~ any ofassurances that the ~~following~~Company ~~persons~~will ~~had~~be orsuccessful ~~will~~in ~~have~~accomplishing aany ~~direct~~of orits ~~indirect material interest~~plans.

~~any~~The ~~director~~ability orof ~~executive~~the ~~officer~~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 ~~our~~financing ~~company;~~and attain profitable operations.

~~any~~NOTE ~~beneficial~~3 ~~owner~~– ofSIGNIFICANT ~~shares~~ACCOUNTING ~~carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and~~POLICIES

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

~~Director Independence~~The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

~~Our board~~Use 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.Estimates

39The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Item 14.~~Basis ~~Principal~~of ~~Accounting Fees and Services.~~Consolidation

The ~~aggregate~~ ~~fees~~financial ~~billed~~statements ~~for~~herein include the ~~most~~operations ~~recently~~of ~~completed~~NGRC ~~fiscal~~up ~~year~~to ~~ended~~September ~~May 31~~30, 2014,. For ~~and~~the ~~for~~periods ~~fiscal~~subsequent ~~year~~to ~~ended May 31, 2013, for professional services rendered by~~ the ~~principal~~acquisition ~~accountants~~date ~~for~~of ~~the~~October ~~audit~~24, of2014, ~~our~~up ~~annual~~to ~~financial~~May ~~statements~~31, ~~and~~2015, ~~review of~~ the financial statements ~~included~~are inherein ~~our~~reflect ~~quarterly~~the ~~reports~~consolidated onfinancial ~~Form~~position ~~10-Q~~ and ~~services~~operations ~~that~~of ~~are normally provided by~~ the ~~accountants in~~Company. ~~connection~~All ~~with~~intercompany ~~statutory~~transactions and ~~regulatory~~balances ~~filings~~have orbeen ~~engagements~~eliminated ~~for~~in ~~these fiscal periods were as follows: Sadler, Gibb & Associates LLC~~consolidation.~~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

NATIONAL GRAPHITE CORP.

~~Policy on~~Notes ~~Pre-Approval~~to bythe ~~Audit~~Financial ~~Committee of Services Performed by Independent Registered Public Accounting Firm~~Statements

~~Our board~~May ~~of directors~~31, ~~which~~2015 ~~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.~~2014

~~Our board~~NOTE of3 ~~directors~~– ~~has~~SIGNIFICANT ~~considered~~ACCOUNTING ~~the~~POLICIES 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.(CONTINUED)

40Cash and Cash Equivalents

~~PART IV~~The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents.

~~Item 15.~~Property ~~Exhibits,~~and ~~Financial Statement Schedules.~~Equipment

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

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation and amortization on capital leases and property and equipment are determined using the straight line method over the estimated useful lives of the assets or terms of the leases. Expenditures for maintenance and repairs are expensed when incurred and betterments are capitalized. Gains and losses on the sale of property and equipment are reflected in operations.

* FiledResearch ~~herewith~~and Development

41Research and development costs are expensed as incurred and amounted to approximately $1,020,240 and $91,204 for the years ended May 31, 2015 and 2014, respectively.

~~SIGNATURES~~Foreign Currency Translation

~~Pursuant to~~The ~~the~~functional ~~requirements~~currency of ~~Section~~the 13Company oris ~~15(d)~~the ofUnited States dollar. However, often the ~~Securities~~Company ~~Exchange~~transacts ~~Act~~in ofthe ~~1934~~Euro. Consequently, ~~the~~monetary ~~registrant~~assets ~~has~~and ~~duly~~liabilities ~~caused~~are ~~this~~remeasured ~~report to~~into beUnited ~~signed~~States dollars at the exchange rate on ~~its~~the ~~behalf~~balance bysheet date and non-monetary items are remeasured at the ~~undersigned,~~rate ~~thereunto~~of ~~duly~~exchange ~~authorized~~in effect when the assets are acquired or obligations incurred. Revenues and expenses are remeasured at the average exchange rate prevailing during the year. Foreign currency transaction gains and losses are included in results of operations.

~~NATIONAL~~Income ~~GRAPHITE CORP. /s/ Kenneth B. Liebscher By: Kenneth B. Liebscher President, Chief Executive Officer and Director (Principal Executive Officer) Date: September 2, 2014~~Taxes

~~Pursuant to~~Under the ~~requirements~~asset ofand ~~the~~liability ~~Securities~~method ~~Exchange~~prescribed ~~Act~~under ofASC ~~1934~~740, ~~this~~Income ~~report~~Taxes, ~~has~~The ~~been~~Company ~~signed~~uses ~~below~~the liability method of accounting for income taxes. The liability method measures deferred income taxes by ~~the~~applying enacted statutory ~~following~~rates ~~persons~~in oneffect ~~behalf of~~at the balance sheet ~~registrant~~date ~~and~~to inthe differences between the ~~capacities~~tax basis of assets and liabilities and their reported amounts on the ~~dates~~financial ~~indicated~~statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

~~/s/~~The ~~Kenneth~~Company B.recognizes ~~Liebscher~~the ~~By:~~financial ~~Kenneth~~statement Bbenefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. ~~Liebscher~~For ~~President~~tax positions meeting a “more-likely-than-not” threshold, ~~Chief~~the ~~Executive~~amount ~~Officer~~recognized ~~and~~in ~~Director~~the ~~(Principal~~financial ~~Executive~~statements ~~Officer)~~is ~~Date:~~the ~~September~~benefit 2,expected ~~2014~~to ~~/s/~~be ~~FortunatoVillamagna~~realized ~~By:~~upon ~~FortunatoVillamagna~~settlement ~~Secretary~~with ~~and~~the ~~Director~~tax ~~Date:~~authority. ~~September~~For 2tax positions not meeting the threshold, no financial statement benefit is recognized. As of May 31, 2015 and 2014, ~~/s/~~the ~~Howard~~Company ~~Bouch~~has ~~By:~~had ~~Howard~~no ~~Bouch~~uncertain ~~Chief~~tax ~~Financial~~positions. ~~Officer~~The Company recognizes interest and ~~Director~~penalties, ~~(Principal~~if ~~Financial~~any, ~~Officer~~related to uncertain tax positions as general and ~~Principal~~administrative ~~Accounting~~expenses. ~~Officer)~~The ~~Date:~~Company ~~September~~currently 2,has ~~2014~~no federal or state tax examinations nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination.

42Basic and Diluted 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. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 144,400 common stock equivalents outstanding as of May 31, 2015 and 2014, due to convertible debt.

NATIONAL GRAPHITE CORP.

Notes to the Financial Statements

May 31, 2015 and 2014

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Stock-Based Compensation

The Company follows the provisions of ASC 718, “Share-Based Payment”, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.

The Company accounts for non-employee share-based awards based upon ASC 505-50, “Equity-Based Payments to Non-Employees.” ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

The Company recognizes the cost associated with share-based awards that have a graded vesting schedule on a straight-line basis over the requisite service period of the entire award.

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. Accordingly, the Company has adopted this standard as of May 31, 2015.

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.

Reclassifications

Prior period financial statement amounts have been reclassified to conform to current period presentation.

NATIONAL GRAPHITE CORP.

Notes to the Financial Statements

May 31, 2015 and 2014

NOTE 4 – NOTES PAYABLE, RELATED PARTIES

As of May 31, 2015 and 2014, the Company’s notes payable due to related parties consisted of the following:


	May 31,		May 31,
	2015		2014

Note payable bearing interest between 5.0% per annum, originated May 16, 2013, due on demand.	$	559,178	$	203,000

Note payable bearing interest at 5.0% per annum, originated May 16, 2014, due on demand.		39,500		50,000
Total notes payable, related parties	$	598,678	$	253,000

With each of the notes payable above, 100 percent of the note proceeds were transmitted directly to a pharmaceutical development entity headquartered in Germany, which is also a related party to the Company. The proceeds were transmitted pursuant to an agreement dated May 16, 2014 whereby the Company agreed to assist with the financing of the continued development of a certain cancer treatment drug. Pursuant to the agreement the Company committed to provide funding of $582,545 (425,000 EUR) on the date of the agreement, and $137,070 (100,000 EUR) per month until a total of $4,797,433 (3,500,000 EUR) has been provided. In exchange for the funding, the pharmaceutical entity contracted to pay the Company two percent of the net sales of the product within the European Union. Due to the fact that there is a high degree of uncertainty surrounding the probability and amounts of future sales and net cash flows, all such funding has been expensed as research and development expenses in the Company’s statement of operations.

The Company has entered into various loan contracts with related-party entities whereby the Company has borrowed $598,678. Pursuant to the terms of the agreement, several of the notes accrue interest. Accrued interest on the notes totaled $23,737 and $11,087, as of May 31, 2015 and 2014, respectively.

As of May 31, 2015 the future revenues to be derived from the sale of the cancer treatment drug in the European Union was not reasonably estimable. Because of this, the Company has expensed the $253,000 paid to the pharmaceutical entity as research and development.

NOTE 5 – NOTES PAYABLE

As of May 31, 2015 and 2014, the Company’s notes payable consisted of the following:


	May 31,			May 31,
	2015			2014

Note payable bearing no interest, originated May 27, 2014, due on demand.	$	510,379		$	632,423

Note payable bearing interest at 5.0% per annum, originated February 24, 2014, due on demand.		32,964			40,847

Eight (8) notes payable bearing interest at 6.75% per annum, origination dates between December 2014 and April 2015, due between May 2015 and April 2020.		382,382			-

Notes payable bearing interest at 8.25% per annum, originated October 2014 due on October 2019, debt issuance costs recognized upon origination of $337,497.		445,698			-


Total notes payable		1,371,423			673,269
Less: current portion of long-term notes payable		(551,034	)		(673,269	)
Long-term notes payable	$	820,389		$	-

NATIONAL GRAPHITE CORP.

Notes to the Financial Statements

May 31, 2015 and 2014

NOTE 6 – CONVERTIBLE NOTES PAYABLE

As of May 31, 2015 and 2014 the Company’s convertible notes payable consisted of the following:


	May 31,		May 31,
	2015		2014
Sixteen (16) Convertible notes payable bearing interest at 6.75% per annum, originated between August 2014 and March 2015, due on demand.		157,957		-
Total convertible notes payable	$	157,957	$	-

The intrinsic value of the beneficial conversion feature and the debt discount associated with all convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded for the convertible notes equaled $-0- at origination.

Accrued interest on the notes totaled $8,231 and $-0- as of May 31, 2015 and 2014, respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock with -0- and 675,000 preferred shares issued and outstanding at May 31, 2015 and May 31, 2014, respectively. The Company is authorized to issue 500,000,000 shares of $0.001 par value common stock with 113,681,596 and 25,000,000 shares issued and outstanding at May 31, 2015 and May 31, 2014, respectively.

On September 20, 2014, preferred stockholders elected to convert 675,000 shares of preferred stock into 67,500,000 shares of common stock.

On September 30, 2014 the Company issued 25,000,000 shares of common stock for the acquisition of National Graphite Corporation in exchange for 100 percent of the issued and outstanding shares of NGRC.

During the period ended May 31, 2015. the Company received cash proceeds of $821,781 in exchange for eighty-five stock subscription agreements to issue 18,891,080 shares of the Company's common stock.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases

The Company leases an office under an operating lease that expires on November 30, 2018. Total rent expense amounted to $2,589 and $-0- for the fiscal years ended May 31, 2015 and 2014, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES (Continued)

At May 31, 2015, minimum annual commitments, which do not include common area maintenance charges or real estate taxes which are also required contractual obligation under our operating leases, under non-cancelable leases were as follows:



		Capital Leases		Operating Leases		Totals
2016	$	-	$	40,986	$	40,986
2017		-		24,933		24,933
2018		-		24,933		24,933
2019				12,466		12,466
Thereafter		-		-		-
Total minimum lease payments		-		103,317		$ 103,317
Net minimum lease payments on capital leases		$ -

NOTE 9 – INCOME TAXES

The Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components:


		May 31, 2015		May 31, 2014
Deferred tax asset:
Net operating loss carryforwards	$	(856,213)	$	(91,403)
Valuation allowance		856,213		91,403
Net deferred tax asset	$	-	$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:


		May 31, 2015		May 31, 2014

Tax benefit at statutory rates	$	(764,810)	$	(91,403)
Change in valuation allowance		764,810		91403
Net provision for income taxes	$	-	$	-

The Company has accumulated net operating loss carryovers of approximately $225,508 as of May 31, 2015 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. The fiscal years 2015 and 2014 remain open to examination by federal tax authorities and other tax jurisdictions.

NOTE 9 – SUBSEQUENT EVENTS

Stockholders Equity

Subsequent to May 31, 2015 the Company entered into various subscription agreements with various unrelated third parties. Pursuant to these agreements, the Company received an aggregate of $1,323,037, in return for 40,626,819 shares of common stock.

NATIONAL GRAPHITE CORP.

Notes to the Financial Statements

May 31, 2015 and 2014

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report, and there are no other material subsequent events to report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of May 31, 2015. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of May 31, 2015.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of May 31, 2015, using criteria established in the Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, management identified a material weakness in internal control over financial reporting as of May 31, 2015 as further described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of management’s assessment, management has determined that there is a material weakness due to the lack of segregation of duties. In order to address and resolve this weakness we will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as our financial means allow. To date, our limited financial resources have not allowed us to hire the additional personnel necessary to address this material weakness.

Additionally, as a result of management’s assessment, management has determined that there is a significant deficiency with regard to the lack of a backup process for electronic financial information. There is no stored backup offsite or in a media safe, and as such, there are no regularly run test restorations of said financial information. In order to address and resolve this deficiency we are currently researching the options available given our financial means to have a regularly scheduled and dependable offsite backup of our Company records.

Lastly, the Company has not instituted specific anti-fraud controls. While management found no evidence of fraudulent activity, the chief accounting officer has access to both accounting records and corporate assets, principally the operating bank account. Management believes this exposure to potential fraudulent activity is not significant either to the operations of the company or to the financial reporting; however, management is in the process of instituting controls specifically designed to address this material weakness, so as to prevent and detect—on a timely basis—any potential loss due to fraudulent activity.

This Annual Report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Remediation Plan for the Material Weakness

Management has been engaged in developing remediation plans to address the above material weaknesses. In order to address and resolve this deficiency we are currently researching the options available given our financial means. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address the material weakness or determine to supplement or modify the remediation measures described above.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter (our fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of

directors, management and other personnel, 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 and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

ITEM 9B.

OTHER INFORMATION

None.

PART III.

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of directors and executive officers

Our current directors and executive officers are as follows:

All of the Company’s directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. The officers are appointed by our Board of Directors and hold office until their earlier death, retirement, resignation or removal.

Significant Employees

There are no significant employees other than Ms. Dickmann.

Family Relationships

There are no family relationships between any directors or executive officers of National Graphite, either by blood or by marriage.

Business Experience

The business experience during the past five years of each of the persons presently listed above as an Officer or Director of National Graphite or a Significant Employee is as follows:

Ulrike Dickmann, age 63, is a Director and the President and CEO of the Company and its wholly-owned subsidiary, Biotech Development Corp. Mrs. Dickmann has more 40 years of experience both in the field of health professions, as well as in the financial industry. Prior joining the Company, Mrs. Dickmann was an independent investment advisor for qualified private investors in selected areas of Life Science and Healthcare. From that she worked as pharmaceutical representative and consultant for Hoffmann-La Roche and Baxter Travenol, and was medical & radiology assistant from 1973 through – 1987.

On September 17, 2015, the Company entered into an Employment Agreement with Ms. Dickmann, the President and Chief Executive Officer of the Company. The term of Employment Agreement began on September 17, 2015, (the “Effective Date”) and shall continue for a period of three years until September 16, 2018, unless terminated earlier pursuant to other provisions of the Agreement. During the Employment Period, the Company agrees to pay Ms. Dickmann a Base Salary of $180,000 per year. Pursuant to the agreement, Ms. Dickmann may be terminated for “cause” as defined and she is subject to confidentiality, non-compete and non-solicitation restrictions.

In addition, the Company granted Ms. Dickmann a Stock Option pursuant to the 2015 Long-Term Incentive Plan, to purchase 300,000 shares of common stock, at an exercise price of $0.10 per share. The Options shall vest and be exercisable (i) with regard to 33.33% of the total option grant (i.e. 100,000 shares) immediately, (ii) with regard to 33.33% of the total option grant (i.e. 100,000 shares) on the first anniversary of the Effective Date, and (iii) with regard to remaining 33.33% of the total option grant (i.e. 100,000 shares) on the second anniversary of the Effective Date. The Options will be exercisable for a period of five (5) years from the Date of Grant and will be incentive stock options to the extent permitted by applicable law. A copy of the Employment Agreement is filed with this report as Exhibit 10.2 and is incorporated herein by reference.

Verena Becchio, age 73, was appointed as the Secretary and a Director of National Graphite Corp. effective October 1, 2015. Previously Ms. Becchio was a journalist at Neue Zürcher Zeitung, Zürich, and served as a translator for its Foreign Affairs. She also has been a paralegal with the Law Offices of Becchio & Partner, Zürich Switzerland. Before that she was the Manager and Director of Secunda AG, a fiduciary company located in Zürich Switzerland. She is a member of Polyreg, a control organization against money laundering, and serves as a Director on several other Boards for organizations based in Switzerland. Ms. Becchio speaks four languages: German, English, Italian, and French. Ms. Becchio attended university in Florence, Italy, and at the Université de Lausanne. She spent three years at Interpreter School Zürich, obtaining a diploma in German, Italian, English, French with a specialization in journalism.

There currently are no agreements or understandings under which Ms. Becchio will receive compensation for her service on the Board of Directors or as an executive officer.

Directorships

No Director of National Graphite or person nominated or chosen to become a Director holds any other directorship in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any other company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

During the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of National Graphite has been or filed:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was 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:

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

Such person was 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 Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and Control Persons

None.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires National Graphite’s executive officers, directors and persons who own more than ten percent of the National Graphite’s Common Stock, to file initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4 and an annual statement of beneficial ownership on Form 5, with the SEC. Such executive officers, directors and greater than ten percent shareholders are required by SEC rules to furnish National Graphite with copies of all such forms that they have filed.

Based solely on its review of the copies of such forms filed with the SEC electronically, received by National Graphite and representations from certain reporting persons, National Graphite believes that for the fiscal year ended May 31, 2015, all the officers, directors and more than 10% beneficial owners have not complied with the above described filing requirements.

Code of Ethics

The Company has not as of the time of this report completed its Code of Ethics policy.

Audit Committee and Audit Committee Financial Expert

Our board of directors is comprised of two directors, which make up the audit committee. We do not have an individual on our Audit Committee that would be considered an audit committee financial expert.

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during the twelve month periods ended May 31, 2015 and 2014 (collectively, the “Named Executive Officers”):


Name and Principal Position	Year Ended May 31	Salary ($)		Stock Award(s) ($)		Option Awards $		Non-Equity Incentive Plan Compensation		All Other Compensation ($)		Total ($)
(a)	(b)	(c)		(e)		(f)		(g)		(i)		(j)
Ulrike Dickmann	2015	$	0		0	$	0		0	$	0	$	0
CEO, President,	2014	$	0		0	$	0		0	$	0	$	0
and CFO

Verena Becchio	2015	$	0		0	$	0		0	$	0	$	0
Secretary	2014	$	0		0	$	0		0	$	0	$	0

Due to the limited financing, these individuals have worked without monetary compensation for the Company since its formation. However, they are committed to work full-time for the Company if sufficient funding is obtained for development of ELAFIN. Their commitment to the Company based on the belief that ELAFIN offers an unprecedented opportunity to develop drugs that are highly effective and safe in the treatment of various rare diseases or diseases without unmet needs.

Narrative Disclosure to Summary Compensation Table

Subsequent to the period covered by this report, on September 17, 2015, the Company entered into an Employment Agreement with Ms. Dickmann, the President and Chief Executive Officer of the Company. The term of Employment Agreement begins on September 17, 2015, (the “Effective Date”) and continues for a period of three years until September 16, 2018, unless terminated earlier pursuant to other provisions of the Agreement. During the Employment Period, the Company agrees to pay Ms. Dickmann a Base Salary of $180,000 per year. Pursuant to the agreement, Ms. Dickmann may be terminated for “cause” as defined and she is subject to confidentiality, non-compete and non-solicitation restrictions.

In addition, the Company granted Ms. Dickmann a Stock Option to purchase 300,000 shares of common stock, at an exercise price of $0.10 per share. The Options shall vest and be exercisable (i) with regard to 33.33% of the total option grant (i.e. 100,000 shares) immediately, (ii) with regard to 33.33% of the total option grant (i.e. 100,000 shares) on the first anniversary of the Effective Date, and (iii) with regard to remaining 33.33% of the total option grant (i.e. 100,000 shares) on the second anniversary of the Effective Date. The Options will be exercisable for a period of five (5) years from the Date of Grant and will be incentive stock options to the extent permitted by applicable law.

Compensation of Directors

There was no compensation paid to any director who was a Named Executive Officer during the year ended May 31, 2015. There are no employment contracts, compensatory plans or arrangements, including payments to be received from National Graphite with respect to any Director that would result in payments to such person because of his or her resignation with National Graphite, or its subsidiaries, any change in control of National Graphite. There are no agreements or understandings for any Director to resign at the request of another person. None of our Directors or executive officers acts or will act on behalf of or at the direction of any other person.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END MAY 31, 2015

None.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following table sets forth the amount and nature of beneficial ownership of any class of National Graphite’s voting securities of any person known to National Graphite to be the beneficial owner of more than five percent, as of the close of business on May 31, 2015.

Title of

Name of

Amount of

Percent of Class

Class

Beneficial Owner

Ownership

Beneficially Owned

Common Stock

Verena Becchio

680,000

0.004 %

Common Stock

Ulrike Dickmann

15,125,000

0.098%

Common Stock

Axel Kutcher

20,100,000

0.13%

Common Stock

Frank Petermeyer

20,100,000

0.13%

Security Ownership of Management

The following table sets forth the amount and nature of beneficial ownership of any class of the Company voting securities of all of its current directors and executive officers, as of the close of business on May 31, 2015.

Title of

Name of

Amount of

Percent of Class

Class

Beneficial Owner

Ownership

Beneficially Owned

Common Stock

Verena Becchio ^*

680,000

0.004 %

Common Stock

Ulrike Dickmann ^*

15,125,000

0.098%

Common Stock

^*Directors and Officers

as a Group (2 persons)

0.102%

Changes in Control

To the best of National Graphite’s knowledge there are no present arrangements or pledges of National Graphite’s securities, which may result in a change in control.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

National Graphite has not been a party to any transactions between persons who were executive officers, directors, or principal stockholders of our corporation during the fiscal years ended May 31, 2015 and 2014.

Except as set forth above, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us.

Review, Approval or Ratification of Transactions with Related Persons

Not Applicable.

Promoters and Certain Control Persons

There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which National Graphite is to be a party, in which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest.

Director Independence

The Board has determined that none of National Graphite’s Directors have met the independence requirements based upon the application of objective categorical standards adopted by the Board. In making a determination regarding a Director’s independence, the Board considers all relevant facts and circumstances, including the Director’s commercial, banking, consulting, legal, accounting, charitable and familial relationships and such other criteria as the Board may determine from time to time.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

During the fiscal year ended May 31, 2015, we incurred approximately $32,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended May 31, 2015.

During the fiscal year ended May 31, 2014, we incurred approximately $16,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended May 31, 2014.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended May 31, 2015 and 2014 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended May 31, 2015 and 2014 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended May 31, 2015 and 2014 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

PART IV.

ITEM 15.

EXHIBITS

(a)

Financial Statements.

(i)

The Consolidated Balance Sheet of National Graphite Corp. as of May 31, 2015 and 2014, the Consolidated Statements of Operations for the years ended May 31, 2015 and 2014, the Consolidated Statements Stockholders’ Equity (Deficit) from May 31, 2014 to May 31, 2015, and of Cash Flows for the years ended May 31, 2015 and 2014, and together with the notes thereto and the reports of Sadler, Gibb & Associates, LLC thereon appear in Item 8 and are included in this report.

(a)

Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.


Exhibit
Number	Description of Exhibit
31.01	Certification of CFO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith
31.02	Certification of CFO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith
32.01	Certification Pursuant to Section 1350 of Title 18 of the United States Code, filed herewith

All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: November 17, 2016	/s/ Ulrike Dickmann
	By: Ulrike Dickmann
	Its: President, CEO, CFO,
	Principal Executive Officer, and Principal Accounting Officer

Pursuant to the requirement 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:



Dated: November 17, 2016

Dated: November 17, 2016

Positions and Offices

Directorship Term

Period of Service

as a Director

Ulrike Dickmann

President, CEO, CFO and Director

Verena Becchio

Secretary and Director

Filing Compare · National Graphite Corp