UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q
_________________
X .
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
.
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 000-54336
GRAPHITE CORP.
(Name of small business issuer in its charter)
Nevada |
| 26-0641585 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
1031 Railroad Street, Suite 102A
Elko, NV 89801
(Address of principal executive offices)
(775) 473-1355
(Registrants telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No X . (Not required)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes . No X .
As of August 16, 2012, there were 23,700,000 shares of the registrants $0.0001 par value common stock issued and outstanding.
GRAPHITE CORP.*
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 4 |
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 |
ITEM 4. | CONTROLS AND PROCEDURES | 15 |
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PART II. OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 16 |
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ITEM 1A. | RISK FACTORS | 16 |
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ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 16 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 16 |
ITEM 4. | MINE SAFETY DISCLOSURES | 16 |
ITEM 5. | OTHER INFORMATION | 16 |
ITEM 6. | EXHIBITS | 17 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Graphite Corp. (the Company), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words may, will, should, expect, anticipate, estimate, believe, intend, or project or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "GRPH" refers to Graphite Corp.
2
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Graphite Corp.
(An Exploration Stage Company)
June 30, 2012
Index | Page |
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Balance Sheets (unaudited) | 4 |
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Statements of Operations (unaudited) | 5 |
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Statement of Stockholders Equity (Deficit) (unaudited) | 6 |
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Statements of Cash Flows (unaudited) | 7 |
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Notes to the Financial Statements (unaudited) | 8 |
3
Graphite Corp. | ||||||||
(formerly First Resources Corp.) | ||||||||
(An Exploration Stage Company) | ||||||||
Balance Sheets | ||||||||
(Unaudited) | ||||||||
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ASSETS | ||||||||
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| June 30 |
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| December 31, |
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| 2012 |
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| 2011 |
CURRENT ASSETS |
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| Cash |
| $ | 239,089 |
| $ | 70 | |
| Prepaid expenses |
| 3,000 |
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| - | ||
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| Total Current Assets |
| 242,089 |
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| 70 | |
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NON CURRENT ASSETS |
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| Website |
| 20,000 |
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| - | ||
| Mineral option |
| 350,000 |
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| - | ||
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| 370,000 |
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| - |
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| TOTAL ASSETS | $ | 612,089 |
| $ | 70 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
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CURRENT LIABILITIES |
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| Accounts payable | $ | 6,912 |
| $ | 10,880 | ||
| Related party payable |
| 56,609 |
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| 56,572 | ||
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| Total Current Liabilities |
| 63,521 |
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| 67,452 | |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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| Common stock: $0.0001 par value, 300,000,000 shares authorized, 22,700,000 and 12,700,000 issued and outstanding as of June 30, 2012 and December 31, 2011, respectively |
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| 2,370 |
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| 1,270 | |||
| Additional paid-in capital |
| 1,996,016 |
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| 1,297,116 | ||
| Deficit accumulated during the exploration stage |
| (1,449,818) |
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| (1,365,768) | ||
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| Total Stockholders' Equity (Deficit) |
| 548,568 |
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| (67,382) | |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 612,089 |
| $ | 70 | |
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The accompanying notes are an integral part of these financial statements. |
4
Graphite Corp. | ||||||||||||
(Formerly First Resources Corp.) | ||||||||||||
(An Exploration Stage Company) | ||||||||||||
Statements of Operations (Unaudited) | ||||||||||||
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| For the |
| For the |
| For the |
| For the |
| From Inception |
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| Three Months |
| Three Months |
| Six Months |
| Six Months |
| on August 3, |
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| Ended |
| Ended |
| Ended |
| Ended |
| 2007 Through |
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| June 30 |
| June 30 |
| June 30 |
| June 30 |
| June 30 |
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| 2012 $ |
| 2011 $ |
| 2012 $ |
| 2011 $ |
| 2012 $ |
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REVENUES |
| - |
| - |
| - |
| - |
| - | ||
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EXPENSES |
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| Mineral claims |
| - |
| - |
| 1,200 |
| - |
| 28,029 | |
| General and administrative |
| 66,641 |
| 6,822 |
| 82,850 |
| 8,962 |
| 1,421,789 | |
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| Total Expenses |
| 66,641 |
| 6,822 |
| 84,050 |
| 8,962 |
| 1,449,818 |
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LOSS FROM OPERATIONS |
| (66,641) |
| (6,822) |
| (84,050) |
| (8,962) |
| (1,449,818) | ||
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| Income tax expense |
| - |
| - |
| - |
| - |
| - | |
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NET LOSS |
| (66,641) |
| (6,822) |
| (84,050) |
| (8,962) |
| (1,449,818) | ||
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BASIC AND DILUTED LOSS PER SHARE |
| (0.00) |
| (0.00) |
| (0.00) |
| (0.00) |
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WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED |
| 17,215,385 |
| 12,700,000 |
| 17,150,549 |
| 12,700,000 |
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The accompanying notes are an integral part of these financial statements |
5
Graphite Corp. | ||||||||||
(Formerly First Resources Corp.) | ||||||||||
(An Exploration Stage Company) | ||||||||||
Statements of Stockholders' Equity (Deficit) | ||||||||||
(Unaudited) | ||||||||||
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| Deficit |
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| Accumulated |
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| Additional |
| During the |
| Total |
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| Common Stock |
| Paid-in |
| Development |
| Stockholders' | ||
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| Shares # |
| Amount $ |
| Capital $ |
| Stage $ |
| Equity $ |
Balance at inception, August 3, 2007 |
| - |
| - |
| - |
| - |
| - |
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Common stock issued for cash per share |
| 1,500,000 |
| 150 |
| 14,850 |
| - |
| 15,000 |
Net loss from inception on August 3, 2007 through December 31, 2007 |
| - |
| - |
| - |
| (19,589) |
| (19,589) |
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Balance, December 31, 2007 |
| 1,500,000 |
| 150 |
| 14,850 |
| (19,589) |
| (4,589) |
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Common stock issued for cash |
| 1,000,000 |
| 100 |
| 39,900 |
| - |
| 40,000 |
Net loss for the year ended December 31, 2008 |
| - |
| - |
| - |
| (34,552) |
| (34,552) |
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Balance, December 31, 2008 |
| 2,500,000 |
| 250 |
| 54,750 |
| (54,141) |
| 859 |
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Imputed interest |
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| - |
| 576 |
| - |
| 576 |
Net loss for the year ended December 31, 2009 |
| - |
| - |
| - |
| (19,409) |
| (19,409) |
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Balance, December 31, 2009 |
| 2,500,000 |
| 250 |
| 55,326 |
| (73,550) |
| (17,974) |
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Shares issued to President for Cash |
| 10,000,000 |
| 1,000 |
| 24,000 |
| - |
| 25,000 |
Stock based compensation |
| - |
| - |
| 875,000 |
| - |
| 875,000 |
Stock issued for services |
| 200,000 |
| 20 |
| 339,980 |
| - |
| 340,000 |
Imputed interest |
| - |
| - |
| 1,450 |
| - |
| 1,450 |
Net loss for the years ended December 31, 2010 |
| - |
| - |
| - |
| (1,246,808) |
| (1,246,808) |
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Balance, December 31, 2010 |
| 12,700,000 |
| 1,270 |
| 1,295,756 |
| (1,320,358) |
| (23,332) |
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Imputed interest |
| - |
| - |
| 1,360 |
| - |
| 1,360 |
Net loss for the years ended December 31, 2011 |
| - |
| - |
| - |
| (45,410) |
| (45,410) |
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Balance, December 31, 2011 |
| 12,700,000 |
| 1,270 |
| 1,297,116 |
| (1,365,768) |
| (67,382) |
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Subscriptions received for private placement |
| 10,000,000 |
| 1,000 |
| 499,000 |
| - |
| 500,000 |
Shares granted for mineral option |
| 1,000,000 |
| 100 |
| 199,900 |
| - |
| 200,000 |
Net loss for the three months ended June 30, 2012 |
| - |
| - |
| - |
| (84,050) |
| (84,050) |
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Balance, June 30, 2012 |
| 23,700,000 |
| 2,370 |
| 1,996,016 |
| (1,449,818) |
| 548,568 |
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The accompanying notes are an integral part of these financial statements. |
6
Graphite Corp. | |||||||||
(Formerly First Resources Corp.) | |||||||||
(An Exploration Stage Company) | |||||||||
Statements of Cash Flows | |||||||||
(unaudited) | |||||||||
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| For the |
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| For the |
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| From Inception |
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| Six Months |
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| Six Months |
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| on August 3, |
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| Ended |
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| Ended |
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| 2007 Through |
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| June 30 |
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| June 30 |
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| June 30 |
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| 2012 |
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| 2011 |
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| 2012 |
OPERATING ACTIVITIES |
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Net loss |
| $ | (84,050) |
| $ | (8,962) |
| $ | (1,449,818) |
Adjustments to reconcile net loss to net cash used by operating activities: |
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Stock based compensation |
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| - |
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| - |
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| 1,215,000 |
Imputed interest on shareholder loan |
|
| - |
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| 680 |
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| 3,386 |
Changes in operating assets and liabilities |
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(Decrease) increase in prepaid expenses |
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| (3,000) |
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| - |
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| (3,000) |
Increase (decrease) in accounts payable |
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| (3,968) |
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| 8,133 |
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| 6,912 |
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Net Cash Used in Operating Activities |
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| (91,018) |
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| (149) |
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| (227,520) |
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INVESTING ACTIVITIES |
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Website |
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| (20,000) |
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| - |
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| (20,000) |
Mineral option |
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| (150,000) |
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| (150,000) |
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Net Cash Used in Investing Activities |
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| (170,000) |
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| - |
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| (170,000) |
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FINANCING ACTIVITIES |
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Proceeds from related party loans |
|
| 37 |
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| 149 |
|
| 56,609 |
Common stock issued for cash |
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| 500,000 |
|
| - |
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| 580,000 |
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Net Cash Provided by Financing Activities |
|
| 500,037 |
|
| 149 |
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| 636,609 |
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NET DECREASE IN CASH |
|
| 239,019 |
|
| - |
|
| 239,089 |
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CASH AT BEGINNING OF PERIOD |
|
| 70 |
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| 216 |
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| - |
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CASH AT END OF PERIOD |
| $ | 239,089 |
| $ | 216 |
| $ | 239,089 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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CASH PAID FOR: |
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Interest |
| $ | - |
| $ | - |
| $ | - |
Income Taxes |
| $ | - |
| $ | - |
| $ | - |
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NON-CASH INVESTING ACTIVITIES |
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Stock issued for mineral option |
| $ | 200,000 |
| $ | - |
| $ | 200,000 |
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The accompanying notes are an integral part of these financial statements. |
7
NOTE 1 NATURE OF OPERATIONS
Graphite Corp. (formerly First Resources Corp.) (the Company) was organized on August 3, 2007, under the laws of the State of Nevada to engage in any lawful activity. The Company intends to engage in the exploration of certain mineral interests in the state of Arizona. The Company is in the exploration stage.
On August 19, 2010, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State. As a result of the Amendment the Company, among other things, has: (i) changed its name to First Resources Corp.; and, (ii) increased the aggregate number of authorized shares to 310,000,000 shares, consisting of 300,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share.
On June 14, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to change the Companys name from First Resources Corp. to Graphite Corp.
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year-end is December 31.
Use of Estimates
The 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.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2012 and December 31, 2011, the Company had no cash equivalents.
Mineral Properties
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount.
8
Basic and Diluted Net Loss Per Share
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2012 and December 31, 2011, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Financial Instruments
ASC 820, Fair Value Measurements and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Companys financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820 and ASC 825, the fair value of our cash is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
9
Recently Adopted Accounting Pronouncements
In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entitys financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Companys financial position or results of operations.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entitys use of a nonfinancial asset that is different from the assets highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.
In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditors Determination of Whether a Restructuring is a Troubled Debt Restructuring. This amendment explains which modifications constitute troubled debt restructurings (TDR). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.
NOTE 4 RELATED PARTY PAYABLES
As of June 30, 2012 and December 31, 2011, the Company has received cash advances from a shareholder or related party of $56,609 and $56,572. The advances are non interest bearing, unsecured and due upon demand. Imputed interest in the amount of $0 and $1,450 is included in additional paid in capital for the periods ended June 30, 2012 and December 31, 2011.
10
NOTE 5 MINERAL OPTION
On June 1, 2012, the Company entered into an option agreement whereby it could earn a 100% interest (less an net smelter royalty of 2%) in the Carr and Cahaba Forest Management Graphite Leases.
In order to exercise its option, the Company must make payments and issue shares of its common stock pursuant to the below schedule:
Due Date | Consideration |
|
|
|
|
|
|
June 1, 2012 | $150,000 |
| (paid) |
June 1, 2012 | 1,000,000 | shares | (issued) |
June 1, 2013 | $50,000 |
|
|
June 1, 2013 | 500,000 | shares |
|
June 1, 2014 | $50,000 |
|
|
June 1, 2014 | 500,000 | shares |
|
June 1, 2015 | $50,000 |
|
|
June 1, 2015 | 1,000,000 | shares |
|
NOTE 6 WEBSITE
The cost of developing the Company website has been capitalized and is being capitalized and will be amortized over a 5 year period upon launch. To date no amortization has been taken on the website.
|
| 2012 |
Website development costs | $ | 20,000 |
Less: accumulated amortization |
| - |
Website, net | $ | 20,000 |
NOTE 7 STOCKHOLDERS EQUITY
During the year ended December 31, 2007, the Company issued 1,500,000 shares of its par value $0.0001 common stock for cash at $0.01 per share.
During the year ended December 31, 2008, the Company issued 1,000,000 shares of its par value $0.0001 common stock for cash at $0.04 per share.
During the period ended June 30, 2010, the Company issued to the President of the Company, 10,000,000 shares of its par value $0.0001 common stock for cash at $0.0025 per share. Stock based compensation in the amount of $875,000 was recorded because the Company issued the stock to a related party. The stock based compensation on the issuance to a related party was based on the quoted trading value of the shares on the date of issuance being $0.09 per share.
During the period ended September 30, 2010, the Company issued 200,000 shares of its par value $0.0001 common stock for services valued at $340,000 based on the quoted trading value of the shares on the date of issuance being $1.70 per share.
During the period ended June 30, 2012, the Company issued 10,000,000 shares of its par value $0.0001 common stock for cash at $0.05 per share.
During the period ended June 30, 2012, the Company issued 1,000,000 shares of its par value $0.0001 common stock for an option on mineral property. The shares were valued at $0.20 per share based on the trading price on the day of issue.
A total of 23,700,000 shares of common stock were issued and outstanding at June 30, 2012.
11
NOTE 8 - INCOME TAXES
The Company has a net operating loss carry forward of $234,818 available to offset taxable income in future years which commence expiring in fiscal 2027.
The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Companys income tax expense as reported is as follows:
|
| Six Months ended June 30, 2012 $ |
| Six Months ended June 30, 2011 $ |
|
|
|
|
|
Income tax recovery at statutory rate |
| 28,566 |
| 3,047 |
|
|
|
|
|
Valuation allowance change |
| (28,566) |
| (3,047) |
|
|
|
|
|
Provision for income taxes |
| |
| |
The significant components of deferred income tax assets and liabilities at June 30, 2012 and December 31, 2011 are as follows:
|
| June 30, 2012 $ |
| December 31, 2011 $ |
|
|
|
|
|
Net operating loss carried forward |
| 69,013 |
| 51,261 |
|
|
|
|
|
Valuation allowance |
| (69,013) |
| (51,261) |
|
|
|
|
|
Net deferred income tax asset |
| |
| |
NOTE 9 SUBSEQUENT EVENTS
In accordance with ASC 855, we have evaluated subsequent events through the issuance date, and did not have any material recognizable subsequent events.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
|
| June 30, 2012 |
| December 31, 2011 |
Current Assets | $ | 242,089 | $ | 70 |
Current Liabilities | $ | 63,521 | $ | $67,452 |
Working Capital (Deficit) | $ | 178,568 | $ | $67,382 |
Cash Flows
|
| June 30, 2012 |
| June 30, 2011 |
Cash Flows from (used in) Operating Activities | $ | (91,018) | $ | (149) |
Cash Flows from (used in) Investing Activities | $ | (170,000) | $ | - |
Cash Flows from (used in) Financing Activities | $ | 500,037 | $ | 149 |
Net Increase (decrease) in Cash During Period |
| 239,019 |
| - |
Operating Revenues
Operating revenues for the period ended June 30, 2012 was $Nil.
Operating revenues for the period ended June 30, 2011 was $Nil.
Operating Expenses and Net Loss
Operating expenses for the three and six month period ended June 30, 2012 was $66,641 and $84,050 and is comprised of expenses related to mineral claims and general and administrative expenses.
Operating expenses for the three and six month period ended June 30, 2011 was $6,822 and $8,962 and is comprised of expenses related to mineral claims and general and administrative expenses.
Net loss for the three and six month period ended June 30, 2012 was $66,641 and $84,050 is comprised of expenses related to mineral claims and general and administrative expenses.
Net loss for the three and six month period ended June 30, 2011 was $6,822 and $8,962 is comprised of expenses related to mineral claims and general and administrative expenses.
Liquidity and Capital Resources
As at June 30, 2012, the Companys cash and total asset balance was $239,089 compared to $70 as at December 31, 2011. The increase in total assets is attributed to cash.
As at June 30, 2012, the Company had total liabilities of $63,521 compared with total liabilities of $67,452 as at December 31, 2011. The decrease in total liabilities was attributed to increased funding received by a related party of the Company.
As at June 30, 2012, the Company had working capital of $178,568 compared with a working capital deficit of $67,382 as at December 31, 2011.
13
Cashflow from Operating Activities
During the period ended June 30, 2012, the Company used $91,018 of cash for operating activities compared to the use of $149 of cash for operating activities during the period ended June 30, 2011. The change in net cash used in operating activities is attributed to decrease in losses in the vehicles.
Cashflow from Financing Activities
During the period ended June 30, 2012, the Company received $500,037 of cash from financing activities compared to $149 for the period ended June 30, 2011.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We have no significant 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 are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entitys financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Companys financial position or results of operations.
14
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entitys use of a nonfinancial asset that is different from the assets highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.
In April 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditors Determination of Whether a Restructuring is a Troubled Debt Restructuring. This amendment explains which modifications constitute troubled debt restructurings (TDR). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a 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.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on March 30, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
15
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS
We are a 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.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2.
Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
OTHER INFORMATION
None.
16
ITEM 6.
EXHIBITS
Exhibit Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on January 17, 2008 as part of our Registration Statement on Form SB-2. |
3.01(a) | Amended and Restated Articles of Incorporation | Filed with the SEC on September 3, 2010 as part of our Current Report on Form 8-K. |
3.01(b) | Certificate of Amendment to Articles of Incorporation | Filed with the SEC on June 28, 2012 as part of our Current Report on Form 8-K. |
3.02 | Bylaws | Filed with the SEC on January 17, 2008 as part of our Registration Statement on Form SB-2. |
10.01 | Stock Purchase Agreement between Gloria Ramirez-Martinez and Daniel MacLean dated December 3, 2009. | Filed with the SEC on March 15, 2011 as part of our Amended Registration Statement on Form S-1/A. |
10.02 | Consulting Agreement between the Company and Steve Radvak dated September 10, 2010. | Filed with the SEC on September 13, 2010 as part of our Current Report on Form 8-K. |
10.03 | Property Option Agreement between the Company and MinQuest, Inc. dated October 22, 2011 | Filed with the SEC on October 27, 2011 as part of our Current Report on Form 8-K. |
10.04 | Material Option Agreement between Company and Stanley Smith dated June 1, 2012. | Filed with the SEC on June 7, 2012 as part of our Current Report on Form 8-K. |
10.05 | Minerals Lease Agreement between the Company and Mr. Jonathan B. Smith, Mr. James I. Smith and Ms. Celinda S. Hicks dated July 11, 2012 | Filed with the SEC on August 1, 2012 as part of our Current Report on Form 8-K. |
10.06 | Settlement Agreement between the Company and Ms. Gloria Ramirez-Martinez dated July 26, 2012 | Filed with the SEC on August 1, 2012 as part of our Current Report on Form 8-K. |
16.01 | Letter from Moore & Associates, Chartered dated August 11, 2009 | Filed with the SEC on August 12, 2009 as part of our Current Report on Form 8-K. |
16.02 | Letter from Seale & Beers, CPAs dated September 15, 2009 | Filed with the SEC on September 16, 2009 as part of our Current Report on Form 8-K. |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
101.INS* | XBRL Instance Document | To be filed by Amendment. |
101.SCH* | XBRL Taxonomy Extension Schema Document | To be filed by Amendment. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | To be filed by Amendment. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | To be filed by Amendment. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | To be filed by Amendment. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | To be filed by Amendment. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
17
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
| GRAPHITE CORP. |
Dated: August 20, 2012 | By: | /s/ Brian Goss |
|
| BRIAN GOSS |
|
| Its: President, Chief Executive Officer, Chief Financial Officer, and Treasurer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Dated: August 20, 2012 |
| /s/ Brian Goss |
By: Brian Goss Its: Director | ||
Dated: Augus t 20, 2012 |
| /s/ Gloria Ramirez-Martinez |
|
| By: Gloria Ramirez-Martinez Its: Director |
18
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Brian Goss, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Graphite Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 20, 2012
/s/ Brian Goss
By: Brian Goss
Its: Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Brian Goss, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Graphite Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 20, 2012
/s/ Brian Goss
By: Brian Goss
Its: Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Graphite Corp. (the Company) on Form 10-Q for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brian Goss, Chief Executive Officer and Chief Financial Officer certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Brian Goss
By: Brian Goss
Chief Executive Officer and Chief Financial Officer
Dated: August 20, 2012
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.