UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported)
January 10, 2014
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National Graphite Corp
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(Exact Name of Registrant as Specified
in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
000-53284
27-3787574
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(Commission File Number) (IRS Employer
Identification No.)
| 7230 Indian Creek Lane #201, Las Vegas, NV |
89149 |
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(Address of Principal Executive Offices)
(Zip Code)
(702) 839-4029
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(Registrant's Telephone Number, Including
Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant
to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On January 10, 2014, Board of Directors of the
Registrant dismissed Sadler, Gibb & Associates, LLC, its independent registered public account firm. On the same date,
January 10, 2014, the accounting firm of Goldman Accounting Services CPA, PLLC was engaged as the Registrant’s new
independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Sadler, Gibb & Associates, LLC and the engagement of Goldman Accounting Services CPA, PLLC
as its independent auditor. None of the reports of Sadler, Gibb & Associates, LLC on the Company's financial statements
for either of the past two years or subsequent interim period contained 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 10K for the period ended 5/31/13 a going concern qualification in the registrant's audited
financial statements.
During the registrant's two most recent fiscal years
and the subsequent interim periods thereto, there were no disagreements with Sadler, Gibb & Associates, LLC whether or
not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Sadler, Gibb & Associates, LLC's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its report on the registrant's financial
statements.
The registrant has requested that Sadler, Gibb & Associates,
LLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.
The letter is attached as an exhibit to this Form 8-K.
b) On January 10, 2014, the registrant engaged Goldman Accounting
Services CPA, PLLC’s as its independent accountant. During the two most recent fiscal years and the interim periods preceding
the engagement, the registrant has not consulted Goldman Accounting Services CPA, PLLC regarding any of the matters set forth in
Item 304(a)(2)(i) or (ii) of Regulation S-K.
ITEM 7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
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16.1 Letter from Sadler, Gibb & Associates,
LLC, dated January 10, 2014, to the Securities and Exchange Commission regarding statements included in this Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: January 10, 2014
By:/s/ Kenneth B Liebscher
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Name: Kenneth B. Liebscher
Title: President
EXHIBIT INDEX
| Exhibit |
No. Description of Exhibit |
| 16.1 |
Letter from Sadler, Gibb & Associates, LLC, dated January 10, 2014, to the Securities and Exchange Commission regarding statements
included in this Form 8-K. |
