10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

  X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

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

For the transition period from _____ to ____

Commission File No. 000-54336

GRAPHITE CORP.

(Exact name of registrant as specified in its charter)

Nevada	26-0641585
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1031 Railroad Street, Suite 102A

Elko, Nevada 89801

(Address of principal executive offices, zip code)

(775) 753-6605

(Registrant’s telephone number, including area code)

______________________________________________________________

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

Indicate by check mark whether the issuer (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 .

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.  (check one):

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 Exchange Act Rule 12b-2 of the Exchange Act): Yes.No X .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 19, 2013, there were 28,700,000 shares of common stock, $0.0001 par value per share, outstanding.

GRAPHITE CORP.

(An Exploration Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2013

INDEX

Index			Page
Part I.	Financial Information		4
	Item 1.	Financial Statements	4
		Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012.	4
		Statements of Operations for the three and nine months ended September  30, 2013 and 2012, and the period from August 3, 2007 (Inception) to September 30, 2013 (unaudited).	5
		Statements of Cash Flows for the nine months ended September 30, 2013 and 2012, and the period from August 3, 2007 (Inception) through September 30, 2013 (unaudited).	6
		Notes to Financial Statements (unaudited).	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
	Item 4.	Controls and Procedures.	20
Part II.	Other Information		21
	Item 1.	Legal Proceedings.	21
	Item 1A.	Risk Factors	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
	Item 3.	Defaults Upon Senior Securities.	21
	Item 4.	Mining Safety Disclosures.	21
	Item 5.	Other Information.	21
	Item 6.	Exhibits.	22
Signatures			22

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Graphite Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3

PART I. FINANCIAL INFORMATION

ITEM   1.  CONDENSED FINANCIAL STATEMENTS.

Graphite Corp.
(formerly First Resources Corp.)
(An Exploration Stage Company)
Balance Sheets
(unaudited)
				September 30		December 31,
				2013		2012
ASSETS
CURRENT ASSETS
	Cash		$	520	$	184,989
	Prepaid expenses			2,283		5,363
		Total Current Assets		2,803		190,352
		TOTAL ASSETS	$	2,803	$	190,352
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	54,818	$	5,924
	Related party payable			14,776		14,776
	Loan payable			30,000		-
		Total Current Liabilities		99,594		20,700
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock: $0.0001 par value, 300,000,000 shares   authorized, 28,700,000 issued and outstanding   as of September 30, 2013 and December 31, 2012 respectively
				2,870		2,870
	Additional paid-in capital			2,323,508		2,251,087
	Deficit accumulated during the exploration stage			(2,423,169)		(2,084,305)
		Total Stockholders' Equity (Deficit)		(96,791)		169,652
		TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)	$	2,803	$	190,352
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)
												From
				For the		For the		For the		For the		Inception
				Three		Three		Nine		Nine		on August
				Months		Months		Months		Months		3, 2007
				Ended		Ended		Ended		Ended		Through
				September		September		September		September		September
				30, 2013		30, 2012		30, 2013		30, 2012		30, 2013
REVENUES			$	-	$	-	$	-	$	-	$	-
EXPENSES
	Mineral claims and exploration			18,072		31,172		125,112		32,373		251,623
	Mineral claim Impairment			-		-		-		-		375,831
	Professional fees			7,585		-		45,875		-		135,466
	Consulting			18,000		-		27,000		-		129,125
	General and administrative			34,660		112,173		140,877		195,023		1,526,456
		Total Expenses		78,317		143,345		338,864		227,396		2,418,501
LOSS FROM OPERATIONS				(78,317)		(143,345)		(338,864)		(227,396)		(2,418,501)
	Debt settlement			-		-		-		-		(4,668)
	Income tax expense			-		-		-		-		-
NET LOSS			$	(78,317)	$	(143,345)	$	(338,864)	$	(227,396)	$	(2,423,169)
BASIC AND DILUTED LOSS PER SHARE				(0.00)		(0.01)		(0.01)		(0.01)
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED				28,700,000		16,956,204		28,700,000		19,685,401
The accompanying notes are an integral part of these financial statements.

5

(Formerly First Resources Corp.)
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)
									From
					For the		For the		Inception
					Nine		Six		on August
					Months		Months		3, 2007
					Ended		Ended		Through
					September		September		September
					30, 2013		30, 2012		30, 2013
OPERATING ACTIVITIES
	Net loss			$	(338,864)	$	(227,396)	$	(2,423,169)
	Adjustments to reconcile net loss to net cash   used by operating activities:
		Stock based compensation			72,421		-		1,292,992
		Impairment of mining options			-		-		350,000
		Imputed interest on shareholder loan			-		9,204		3,386
	Changes in operating assets and liabilities
		(Decrease) increase in prepaid expenses			3,080		(4,725)		(2,283)
		Increase (decrease) in accounts payable			48,894		7,711		54,818
			Net Cash Used in
			Operating Activities		(214,469)		(215,206)		(724,256)
INVESTING ACTIVITIES
		Website			-		(20,000)		-
		Cash paid for mining option			-		(153,500)		(150,000)
			Net Cash used in
			Investing Activities		-		(173,500)		(150,000)
FINANCING ACTIVITIES
		Proceeds from loan			30,000		-		30,000
		Proceeds from related party loans			-		3,500		69,276
		Repayments on related party loans			-		(54,500)		(54,500)
		Common stock issued for cash			-		750,000		830,000
			Net Cash Provided by
			Financing Activities		30,000		699,000		874,776
		NET INCREASE (DECREASE) IN CASH			(184,469)		310,294		520
		CASH AT BEGINNING OF PERIOD			184,989		70		-
		CASH AT END OF PERIOD		$	520	$	310,364	$	520
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	-	$	-	$	-
		Income Taxes		$	-	$	-	$	-
	NONCASH FINANCING ACTIVITIES
		Stock issued for mineral option		$	-	$	-	$	200,000
The accompanying notes are an integral part of these financial statements.

6

GRAPHITE CORP.

(Formerly First Resources Corp.)

(An Exploration Stage Company)

Notes to Financial Statements

September 30, 2013

(unaudited)

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 engage in the exploration of certain mineral interests in the states of Alabama and Montana. 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 Registrant, 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 22, 2012, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State.  As a result of the Amendment the Registrant has changed its name 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 Company’s 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.

7

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 September 30, 2013 and December 31, 2012, 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.

Stock-based Compensation

The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.

It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

As at September 30, 2013, the Company had not adopted a stock option plan.  For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6).  For September 30, 2012 there were no stock options or related expense.

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 September 30, 2013 and December 31, 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

8

Financial Instruments

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

·

Level 1. Observable inputs such as quoted prices in active markets;

·

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Description	Level 1	Level 2	Level 3	Total Realized Loss
Sept. 30, 2013	None	$ -	$ -	$ -	$ -
Dec. 31, 2012	None	$ -	$ -	$ -	$ -

Recently issued accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

·

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

·

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

9

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

NOTE 4 – RELATED PARTY PAYABLES

As of September 30, 2013 and December 31, 2012, the Company has received cash advances from a shareholder or related party of $14,776 and $14,776. The advances are non interest bearing, unsecured and due upon demand.

NOTE 5 – MINERAL PROPERTY

On June 1, 2012, the Company entered into that certain Property Option Agreement (the "Option Agreement") with Mr. Stanley Smith ("Mr. Smith").  Pursuant to the terms and conditions of the Option Agreement, Mr. Smith shall grant the Company the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Carr Leases and the Cahaba Forest Management Leases (the “Carr Cahaba Property”) which is comprised of a total of 3,759.6 acres (Cahaba 2967.9 acres and Carr 791.7 acres) and is located in Clay County, Alabama. In order to exercise the Option, the Company shall be required to: (i) pay an initial cash payment of one hundred fifty thousand dollars ($150,000) to Mr. Smith; (ii) issue an aggregate of three million (3,000,000) shares of the Company’s common stock to Mr. Smith; (iii) pay an additional aggregate payment of one hundred fifty thousand dollars ($150,000) over a three (3) year period; and (iv) pay a production royalty (the “Royalty”) to Mr. Smith equal to two percent (2%) of the net smelter returns, per the terms and conditions of the Option Agreement. The Option Agreement also provides that the Company shall have a one-time right to purchase fifty percent (50%) of the Royalty in the Carr Cahaba Property for five hundred thousand dollars ($500,000). Pursuant to the Option Agreement, Mr. Smith has agreed to enter into an eighteen (18) month voluntary lock up agreement for the initial one million (1,000,000) shares he will receive upon execution of the Option Agreement.

In order to exercise its option, the Company must:

Due Date	Consideration
June 1, 2012	$150,000		(paid)
June 1, 2012	1,000,000	shares	(paid)
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

10

Due to a lack of certainty surrounding estimated future production, no reserves established, no future cash flows or salvage value could be establshed, we have impaired all of the carrying value of the acquisitions of the Carr and Cahaba Forest Management Leases.  This represents an impairment allowance of $350,000.

The Company has not met it’s obligation for June 1, 2013 due to a dispute with respect to the underlying title of the mineral interest.  As such, the option is currently being examined further.  The Company has not accrued the June 1, 2013 payment as there is significant doubt as to whether this payment will be made.

NOTE 6 – LOANS PAYABLE

The Company received a loan of $15,000 on June 27, 2013 that bears interest at 8% per annum and is due on June 27, 2014.  Interest expense of $309 was recorded for this loan.

The Company received a loan of $15,000 on August 22, 2013 that bears interest at 8% per annum and is due on August 22, 2014.  Interest expense of $131 was recorded for this loan.

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 year ended December 31, 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 year ended December 31, 2010, the Company issued 200,000 shares of its par value $0.0001 common stock for services valued at $340,000 based on the closing trading value of the shares on the date of issuance being $1.70 per share.

During the year ended December 31, 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 year ended December 31, 2012, the Company issued 5,000,000 units of its par value $0.0001 common stock for cash at $0.05 per share.  Each unit consisted of one common share and one warrant granting the holder the right to purchase an additional share for $0.10.  The relative fair value, using the Black Scholes Model, of these warrants is $214,445 assuming a discount rate of 0.23% and volatility of 214%.

During the year ended December 31, 2012, the Company issued 1,000,000 shares as consideration for its mineral property valued at $200,000 based on the closing trading value of the shares on the date of issuance being $0.20 per share. (See Note 5).

11

Stock Based Compensation

On December 10, 2012, the Company granted 250,000 options at an exercise price of $0.70 to consultants in exchange for various professional services. 62,500 options vest every six months from the date of grant.  The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the stock based compensation is as follows:

Risk free interest rate	0.24%
Expected dividend yield	0%
Expected stock price volatility	491%
Expected life of options	2 years

Exercise price	Total Options Outstanding	Weighted Average Remaining Life (Years)	Total Weighted Average Exercise Price	Options Exercisable
$0.70	250,000	2.69	$0.70	-

The Company recorded $72,421 (2012: $Nil) in stock option compensation expense, in relation to these options, during the period ended September 30, 2013.  No stock option compensation expense was recorded in the nine months ended September 30, 2012.

NOTE 8 - INCOME TAXES

The Company has a net operating loss carried forward of $780,177 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 Company’s income tax expense as reported is as follows:

	Nine Months Ended September 30, 2013 $	Nine Months Ended September 30, 2012 $
Income tax recovery at statutory rate	90,590	77,315
Valuation allowance change	(90,590)	(77,315)
Provision for income taxes	–	–

The significant components of deferred income tax assets and liabilities at September 30, 2013 and December 31, 2012 are as follows:

	September 30, 2013 $	December 31, 2012 $
Net operating loss carried forward	265,260	174,670
Valuation allowance	(265,260)	(174,670)
Net deferred income tax asset	–	–

NOTE 9 – SUBSEQUENT EVENT

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

12

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Graphite Corp., a Nevada corporation and exploration-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2012 audited financial statements and related notes included in the Company’s Annual Report on Form 10-K (File No. 000-54336), as filed with the Securities and Exchange Commission on April 8, 2013.   Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

OVERVIEW

Graphite Corp. (the “Company”) was incorporated in the State of Nevada on August 3, 2007 and established a fiscal year end of December 31.  It is an exploration-stage Company.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations.  No revenues are anticipated until we complete the financing we endeavor to obtain, as described in our Annual Report on Form 10-K (File No. 000-54336), as filed with the Securities and Exchange Commission on April 8, 2013, and implement our initial business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed from the proceeds of share subscriptions and loans from shareholders.  From our inception to September 30, 2013, we have raised a total of $830,000 from private offerings of our common stock and received proceeds of $69,276 in related party loans, and $30,000 in a non-related party loan.

The Company plans to raise additional funds through debt or equity offerings.  There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  We have identified the policies below as critical to our business operations and to the understanding of our financial results:

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 Company’s 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 September 30, 2013 and December 31, 2012, the Company had no cash equivalents.

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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.

Stock-based Compensation

The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.

It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

As at September 30, 2013, the Company had not adopted a stock option plan.  For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6).  For September 30, 2012 there were no stock options or related expense.

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 September 30, 2013 and December 31, 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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Financial Instruments

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

·

Level 1. Observable inputs such as quoted prices in active markets;

·

Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Description	Level 1	Level 2	Level 3	Total Realized Loss
Sept. 30, 2013	None	$ -	$ -	$ -	$ -
Dec. 31, 2012	None	$ -	$ -	$ -	$ -

Recently issued accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

·

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

·

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

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In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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PLAN OF OPERATION

Our plan of operation for the next twelve months is as follows.

The Carr Leases and Cahaba Forest Management Option Agreement

The following table represents the work that Graphite Corp. plans to accomplish on the property underlying the Carr Leases and Cahaba Forest Management Option Agreement in the upcoming 12-month period. We will need to secure additional funding to accomplish all the work in the plan and the amount of work may be cut or re-prioritized based on available funding.

Table 1: Carr Leases and Cahaba Forest Management Twelve Month Operating Budget.

Land title research of Carr/Cahaba Properties	20,000
Assays for grid survey phase 1($45/sample)	67,500
Geologic mapping and surveying mines	37,500
Geophysical EM baseline study	25,000
Geophysical EM survey	75,000
Drill program permitting	15,000
Drill Mobe and De-mobe	30,000
Drilling cost ($40/ft * 10,000 ft.)	400,000
Project geologists'	100,000
Warehouse/core facility	13,500
set up warehouse, saw, tables, etc.	15,000
core processing (2 geotechs)	45,000
Assays of drill core (2000 samples @ $45/samp)	90,000
sample shipping (2000 samples * $10/samp)	20,000
Land research in new areas	25,000
Prospecting new ground	45,000
Land payments	55,000
10% Contingency	119,725
Total 2013 Budget for Clay County Project:	1,198,225

We plan to commence the exploration program detailed above in the winter of 2013-2014.  We expect the work program to take approximately 12 months to complete, assuming the company raises the funds to complete the work.  The Company does not have the funds to commence work.  Costs are management’s estimates and the actual project costs may exceed our estimates.  To date, we have not commenced exploration.  In order to begin work detailed above on the Carr Leases and Cahaba Forest Management Option Agreement, we will need to raise approximately $1,316,975.  Until such funds are obtained by the Company via debt, equity or other form of financing, we will be unable to take concrete steps towards the implementation of work plan.  In order to commence work, we will need to secure additional financing. Currently, we have no plan or commitment which would provide us with the required capital to begin work.  The Company plans to hire third-parties to perform the work detailed above.

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The Crystal Project

The following table represents the work that Graphite Corp plans to accomplish on the property underlying the Crystal Project in the upcoming 12-month period. We will need to secure additional funding to accomplish all the work in the plan and the amount of work may be cut or re-prioritized based on available funding.

Table 2: Crystal Project Twelve Month Operating Budget.

Land Holding	28,966
Planning	19,500
Geophysical EM baseline study	15,000
Geophysical EM survey	35,000
Disturbance Permit Preperation and Application	8,000
Reclamation Bond	25,000
Dirtwork-Trench Excavation	25,000
Dirtwork oversight and Geologic Mapping	15,000
Geochemical Sampling-Surface	10,000
Surface Sampling Assay Cost (300 samples * $45/sample)	13,500
Dirtwork-Road and Pad Building	35,000
Reverse Circulation Rig-Drill 5 holes	65,000
Drilling Project Geologist/Supervisor	25,000
Dirtwork-Reclamation	30,000
Bond Refund	(25,000)
10% Contingency	32,497
Total 2013 Budget for Crystal Project:	357,463

We plan to commence the exploration program detailed above in the spring of 2013-2014.  We expect the work program to take approximately 12 months to complete, assuming the company raises the funds to complete the work.  The Company does not have the funds to commence work.  Costs are management’s estimates and the actual project costs may exceed our estimates.  To date, we have not commenced exploration. In order to begin work detailed above on the property underlying the Crystal Project, we will need to raise approximately $357,463. Until such funds are obtained by the Company via debt, equity or other form of financing, we will be unable to take concrete steps towards the implementation of work plan.  In order to commence work, we will need to secure additional financing.  Currently, we have no plan or commitment which would provide us with the required capital to begin work.  The Company plans to hire third-parties to perform the work detailed above.

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Results of Operations

The three and nine months ended September 30, 2013 and 2012, and the period from August 3, 2007 (Inception) to September 30, 2013 (unaudited)

We recorded no revenues for the three months ended September 30, 2013 and 2012.   From the period of August 3, 2007 (inception) to September 30, 2013, we recorded no revenues.

For the three months ending September 30, 2013, total operating expenses were $78,317, of which mineral claims and exploration were $18,072, professional fees were $7,585, consulting fees were $18,000 and general and administrative expenses were $34,660.  For the three months ending September 30, 2012, total operating expenses were $143,345, which comprised of mineral claims and exploration of $31,172 and general and administrative expenses of $112,173.  

For the nine months ending September 30, 2013, total operating expenses were $338,864, of which mineral claims and exploration were $125,112, professional fees were $45,875, consulting fees were $27,000 and general and administrative expenses were $140,877. For the nine months ending September 30, 2012, total operating expenses were $227,396, of which mineral claims and exploration were $32,373, and general and administrative expenses were $195,023.

From the period of August 3, 2007 (inception) to September 30, 2013, we incurred total operating expenses and a loss from operations of $2,418,501.  Our net loss at September 30, 2013, was $2,423,169.

Liquidity and Capital Resources

At September 30, 2013, we had a cash balance of $520.   We do not have sufficient cash on hand to commence any phase of our exploration program or to fund our ongoing operational expenses beyond 12 months.  We will need to raise funds to commence our exploration program and fund our ongoing operational expenses.  Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company.   We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our minerals claims and our business will fail.

Cashflow from Operating Activities

During the period ended September 30, 2013, the Company used $214,469 of cash for operating activities compared to the use of $215,206 of cash for operating activities during the period ended September 30, 2012. The change in net cash used in operating activities is attributed to increase in losses offset by increase in accounts payable. 

Cashflow from Investing Activities

During the period ended September 30, 2013, the Company used $nil of cash for investing activities compared to $173,500 for the period ended September 30, 2012, where the Company paid $153,500 to acquire an mining option and spent $20,000 to build a website.  

Cashflow from Financing Activities

During the period ended September 30, 2013, the Company received $30,000 of cash from financing activities compared to $699,000 for the period ended September 30, 2012.  

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

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 September 30, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any members who qualify 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 April 8, 2013, 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.

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.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

(a)  Exhibits required by Item 601 of Regulation SK.

Exhibit	Description
3.1.1	Amended and Restated Articles of Incorporation (1)
3.1.2	Certificate of Amendment to Articles of Incorporation (2)
3.2.1	Bylaws (3)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)

Filed and incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on September 3, 2010.

(2)

Filed and incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on June 28, 2012.

(3)

Filed and incorporated by reference to the Company’s Registration Statement on Form SB-2, filed with the Commission on January 17, 2008.

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, thereunto duly authorized.

	GRAPHITE CORP.
	(Name of Registrant)
Date: November 19, 2013	By:	/s/ Brian Goss
		Name: Brian Goss
		Title: President (principal executive officer, principal accounting officer and principal financial officer)

22

EXHIBIT INDEX

Exhibit	Description
3.1.1	Amended and Restated Articles of Incorporation (1)
3.1.2	Certificate of Amendment to Articles of Incorporation (2)
3.2.1	Bylaws (3)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)

Filed and incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on September 3, 2010.

(2)

Filed and incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on June 28, 2012.

(3)

Filed and incorporated by reference to the Company’s Registration Statement on Form SB-2, filed with the Commission on January 17, 2008.

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF GRAPHITE CORP.

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 quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

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

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

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

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

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

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

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

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

Date:  November 19, 2013	/s/ Brian Goss
	Brian Goss
	President (principal executive officer, principal accounting officer and
	principal financial officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF GRAPHITE CORP.

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 quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

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

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

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

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

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

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

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

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

Date:  November 19, 2013	/s/ Brian Goss
	Brian Goss
	President (principal executive officer, principal accounting officer and
	principal financial officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF GRAPHITE CORP.

In connection with the accompanying Quarterly Report on Form 10-Q of Graphite Corp. for the quarter ended June 30, 2013, the undersigned, Brian Goss, President, principal executive officer, principal accounting officer and principal financial officer, of Graphite Corp., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 fairly presents, in all material respects, the financial condition and results of operations of Graphite Corp.

Date:  November 19, 2013

/s/ Brian Goss

Brian Goss

President (principal executive officer,

principal accounting officer and

principal financial officer)

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Mineral Property As Follows (Tables)

9 Months Ended

Sep. 30, 2013

Mineral Property As Follows

Mineral Property As Follows

Due Date	Consideration
June 1, 2012	$150,000		(paid)
June 1, 2012	1,000,000	shares	(paid)
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

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Statements of Operations (USD $)	3 Months Ended		9 Months Ended		74 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Revenue:
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
EXPENSES
Mineral claims and exploration	18,072	31,172	125,112	32,373	251,623
Mineral Claim Impairment	0	0	0	0	375,831
Professional fees	7,585	0	45,875	0	135,466
Consulting	18,000	0	27,000	0	129,125
General and administrative	34,600	112,173	140,877	195,023	1,526,456
Total Expenses	78,317	143,345	338,864	227,396	2,418,501
LOSS FROM OPERATIONS	(78,317)	(143,345)	(338,864)	(227,396)	(2,418,501)
Debt settlement	0	0	0	0	(4,668)
Income tax expense	0	0	0	0	0
NET LOSS	$ (78,317)	$ (143,345)	$ (338,864)	$ (227,396)	$ (2,423,169)
BASIC AND DILUTED LOSS PER SHARE	$ 0.00	$ (0.01)	$ (0.01)	$ (0.01)	$ 0.00
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED	28,700,000	16,956,204	28,700,000	19,685,401	0

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MINERAL PROPERTY

9 Months Ended

Sep. 30, 2013

MINERAL PROPERTY

MINERAL PROPERTY

NOTE 5 – MINERAL PROPERTY

On June 1, 2012, the Company entered into that certain Property Option Agreement (the "Option Agreement") with Mr. Stanley Smith ("Mr. Smith").  Pursuant to the terms and conditions of the Option Agreement, Mr. Smith shall grant the Company the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Carr Leases and the Cahaba Forest Management Leases (the “Carr Cahaba Property”) which is comprised of a total of 3,759.6 acres (Cahaba 2967.9 acres and Carr 791.7 acres) and is located in Clay County, Alabama. In order to exercise the Option, the Company shall be required to: (i) pay an initial cash payment of one hundred fifty thousand dollars ($150,000) to Mr. Smith; (ii) issue an aggregate of three million (3,000,000) shares of the Company’s common stock to Mr. Smith; (iii) pay an additional aggregate payment of one hundred fifty thousand dollars ($150,000) over a three (3) year period; and (iv) pay a production royalty (the “Royalty”) to Mr. Smith equal to two percent (2%) of the net smelter returns, per the terms and conditions of the Option Agreement. The Option Agreement also provides that the Company shall have a one-time right to purchase fifty percent (50%) of the Royalty in the Carr Cahaba Property for five hundred thousand dollars ($500,000). Pursuant to the Option Agreement, Mr. Smith has agreed to enter into an eighteen (18) month voluntary lock up agreement for the initial one million (1,000,000) shares he will receive upon execution of the Option Agreement.

In order to exercise its option, the Company must:

Due Date	Consideration
June 1, 2012	$150,000		(paid)
June 1, 2012	1,000,000	shares	(paid)
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

Due to a lack of certainty surrounding estimated future production, no reserves established, no future cash flows or salvage value could be establshed, we have impaired all of the carrying value of the acquisitions of the Carr and Cahaba Forest Management Leases.  This represents an impairment allowance of $350,000.

The Company has not met it’s obligation for June 1, 2013 due to a dispute with respect to the underlying title of the mineral interest.  As such, the option is currently being examined further.  The Company has not accrued the June 1, 2013 payment as there is significant doubt as to whether this payment will be made. 

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MINERAL PROPERTY (Details) (USD $)	Jun. 01, 2015	Jun. 01, 2014	Jun. 01, 2013	Jun. 01, 2012
MINERAL PROPERTY CONSISTS OF THE FOLLOWING:
Amount that has to be paid as per the schedule	$ 50,000	$ 50,000	$ 50,000	$ 150,000
Number of shares to be issued as per schedule	1,000,000	500,000	500,000	1,000,000
Right and option to acquire mining interests				100.00%
Carr Cahaba Property comprised of a total acres				3,759.60
Pay an initial cash payment to to Mr. Smith exercise the option				150,000
Issue an aggregate shares of common stock to Mr. Smith				3,000,000
Pay an additional aggregate payment				150,000
Pay a production royalty to Mr. Smith				2.00%
Agreement provides right to purchase of the royalty in the Carr Cahaba Property				50.00%
Agreement provides right to purchase of the royalty in the Carr Cahaba Property value				500,000
Option Agreement, Mr. Smith agreed to enter into voluntary lock up agreement shares				1,000,000
impairment allowance			$ 350,000

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Compensation Related Costs, Share Based Payments (Tables)

9 Months Ended

Sep. 30, 2013

Compensation Related Costs, Share Based Payments

Stock Based Compensation

Risk free interest rate	0.24%
Expected dividend yield	0%
Expected stock price volatility	491%
Expected life of options	2 years

Exercise price	Total Options Outstanding	Weighted Average Remaining Life (Years)	Total Weighted Average Exercise Price	Options Exercisable
$0.70	250,000	2.69	$0.70	-

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Stock Based Compensation (Details) (USD $)	Sep. 30, 2013	Dec. 10, 2012
Black-Scholes option valuation assumptions
Risk free interest rate		0.24%
Expected dividend yield		0.00%
Expected stock price volatility		491.00%
Expected life of options in years		2
Stock options granted by the company		250,000
Exercise price of Stock options		$ 0.70
Total Options Outstanding		250,000
Weighted Average Remaining Life (Years)		2.69
Total Weighted Average Exercise Price		$ 0.70
Options Exercisable		0
Stock option compensation expense	$ 72,421	$ 0

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CAPITAL STOCK TRANSACTIONS (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2008	Dec. 31, 2007
CAPITAL STOCK TRANSACTIONS:
Issued shares of common stock..	10,000,000	200,000	1,000,000	1,500,000
Issued shares of common stock par value.,	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Issued shares of common stock for services valued		$ 340,000
Issued shares of common stock for cash at per share	$ 0.0500	$ 1.70	$ 0.04	$ 0.01
Issued to the President shares		10,000,000
Issued to the President shares par value		$ 0.0001
Stock based compensation in the amount was recorded because the Company issued the stock to a related party.		875,000
Issued to the President common stock for cash at per share		$ 0.0025
issuance to a related party per share		$ 0.09
Shares as consideration for its mineral property	1,000,000
Issued units	5,000,000
Issued units par value	$ 0.0001
Common stock for cash per share issued	$ 0.05
Common share and one warrant granting Right to purchase an additional share	$ 0.10
Fair value, using the Black Scholes Model, of warrants	214,445
Assuming a discount rate	23.00%
Volatility rate	214.00%
Consider shares for mineral property value	$ 200,000
issuance being per share	$ 0.20

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Loans Payable (Details) (USD $)	Aug. 22, 2013	Jun. 27, 2013
loans Payable details
Company received loan	$ 15,000	$ 15,000
Interest	0.0800	0.0800
Interest expense	$ 131	$ 309

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NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2013

NATURE OF OPERATIONS

NATURE OF OPERATIONS

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 engage in the exploration of certain mineral interests in the states of Alabama and Montana. 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 Registrant, 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 22, 2012, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State.  As a result of the Amendment the Registrant has changed its name 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.

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SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2013

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

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 Company’s 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 September 30, 2013 and December 31, 2012, 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.

Stock-based Compensation

The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.

It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

As at September 30, 2013, the Company had not adopted a stock option plan.  For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6).  For September 30, 2012 there were no stock options or related expense.

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 September 30, 2013 and December 31, 2012, 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

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. 

·         Level 1. Observable inputs such as quoted prices in active markets;

·         Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·         Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Description	Level 1	Level 2	Level 3	Total Realized Loss
Sept. 30, 2013	None	$ -	$ -	$ -	$ -
Dec. 31, 2012	None	$ -	$ -	$ -	$ -

Recently issued accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

• Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
• Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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LOAN PAYABLE	9 Months Ended
	Sep. 30, 2013
LOAN PAYABLE:
LOAN PAYABLE	NOTE 6 – LOANS PAYABLE The Company received a loan of $15,000 on June 27, 2013 that bears interest at 8% per annum and is due on June 27, 2014.  Interest expense of $309 was recorded for this loan. The Company received a loan of $15,000 on August 22, 2013 that bears interest at 8% per annum and is due on August 22, 2014.  Interest expense of $131 was recorded for this loan.

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RELATED PARTY PAYABLES

9 Months Ended

Sep. 30, 2013

RELATED PARTY PAYABLES

RELATED PARTY PAYABLES

NOTE 4 – RELATED PARTY PAYABLES

As of September 30, 2013 and December 31, 2012, the Company has received cash advances from a shareholder or related party of $14,776 and $14,776. The advances are non interest bearing, unsecured and due upon demand.

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Reconciliation of the Provision for Income Taxes (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Reconciliation of the Provision for Income Taxes:
Income tax recovery at statutory rate	$ 90,590	$ 77,315
Valuation allowance change	(90,590)	(77,315)
Provision for income taxes	$ 0	$ 0

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Balance Sheets Parentheticals (USD $)	Sep. 30, 2013	Dec. 31, 2012
Parentheticals
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	300,000,000	300,000,000
Common Stock, shares issued	28,700,000	28,700,000
Common Stock, shares outstanding	28,700,000	28,700,000

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENT

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

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Statements of Cash Flows (USD $)	9 Months Ended		74 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
OPERATING ACTIVITIES
Net loss	$ (338,864)	$ (227,396)	$ (2,423,169)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation	72,421	0	1,292,992
Impairment of mining options	0	0	350,000
Imputed interest on shareholder loan	0	9,204	3,386
Changes in operating assets and liabilities
(Decrease) increase in prepaid expenses	3,080	(4,725)	(2,283)
Increase (decrease) in accounts payable	48,894	7,711	54,818
Net Cash Used in Operating Activities	(214,469)	(215,206)	(724,256)
INVESTING ACTIVITIES
Website	0	(20,000)	0
Cash paid for mining option	0	(153,500)	(150,000)
Net Cash Provided by Investing Activities	0	(173,500)	(150,000)
FINANCING ACTIVITIES
Proceeds from loan	30,000	0	30,000
Proceeds from related party loans	0	3,500	69,276
Repayments on related party loans	0	(54,500)	(54,500)
Common stock issued for cash	0	750,000	830,000
Net Cash Provided by Financing Activities	15,000	500,037	859,776
NET INCREASE (DECREASE) IN CASH	(184,469)	310,294	520
CASH AT BEGINNING OF PERIOD	184,989	70	0
CASH AT END OF PERIOD	520	310,364	520
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR:
Interest	0	0	0
Income Taxes	0	0	0
NONCASH FINANCING ACTIVITIES
Stock issued for mineral option	$ 0	$ 0	$ 200,000

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Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
CURRENT ASSETS
Cash	$ 520	$ 184,989
Prepaid expenses	2,283	5,363
Total Current Assets	2,803	190,352
TOTAL ASSETS	2,803	190,352
CURRENT LIABILITIES
Accounts payable-related party	54,818	5,924
Related party payable	14,776	14,776
Loan payable	30,000	0
Total Current Liabilities	99,594	20,700
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $0.0001 par value, 300,000,000 shares authorized, 28,700,000 issued and outstanding as of September 30, 2013 and December 31,2012 respectively.	2,870	2,870
Additional paid-in capital	2,323,508	2,251,087
Deficit accumulated during the exploration stage	(2,423,169)	(2,084,305)
Total Stockholders' Equity (Deficit)	(96,791)	169,652
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$ 2,803	$ 190,352

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Deferred Income Tax Liabilities and Assets (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Deferred Income Tax Liabilities and Assets:
Net operating loss carry-forward	$ 265,260	$ 174,670
Valuation allowance	(265,260)	(174,670)
Net deferred income tax asset	$ 0	$ 0

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RELATED PARTY PAYABLES TRANSACTIONS (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
RELATED PARTY PAYABLES TRANSACTIONS:
Received cash advances from a shareholder or related party	$ 14,776	$ 14,776

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INCOME TAXES

9 Months Ended

Sep. 30, 2013

INCOME TAXES

INCOME TAXES

NOTE 8 - INCOME TAXES

The Company has a net operating loss carried forward of $780,177 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 Company’s income tax expense as reported is as follows:

	Nine Months Ended September 30, 2013 $	Nine Months Ended September 30, 2012 $
Income tax recovery at statutory rate	90,590	77,315
Valuation allowance change	(90,590)	(77,315)
Provision for income taxes	–	–

The significant components of deferred income tax assets and liabilities at September 30, 2013 and December 31, 2012 are as follows:

	September 30, 2013 $	December 31, 2012 $
Net operating loss carried forward	265,260	174,670
Valuation allowance	(265,260)	(174,670)
Net deferred income tax asset	–	–

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INCOME TAXES (Details) (USD $)	Sep. 30, 2013
INCOME TAXES {2}
Net operating loss carried forward	$ 780,177

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Fair Value Assets Measured On A Recurring Basis (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Assets Measured On A Recurring Basis

Fair Value Assets Measured On A Recurring Basis

	Description	Level 1	Level 2	Level 3	Total Realized Loss
Sept. 30, 2013	None	$ -	$ -	$ -	$ -
Dec. 31, 2012	None	$ -	$ -	$ -	$ -

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STOCKHOLDERS EQUITY

9 Months Ended

Sep. 30, 2013

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY

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 year ended December 31, 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 year ended December 31, 2010, the Company issued 200,000 shares of its par value $0.0001 common stock for services valued at $340,000 based on the closing trading value of the shares on the date of issuance being $1.70 per share.

During the year ended December 31, 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 year ended December 31, 2012, the Company issued 5,000,000 units of its par value $0.0001 common stock for cash at $0.05 per share.  Each unit consisted of one common share and one warrant granting the holder the right to purchase an additional share for $0.10.  The relative fair value, using the Black Scholes Model, of these warrants is $214,445 assuming a discount rate of 0.23% and volatility of 214%.

During the year ended December 31, 2012, the Company issued 1,000,000 shares as consideration for its mineral property valued at $200,000 based on the closing trading value of the shares on the date of issuance being $0.20 per share. (See Note 5).

Stock Based Compensation

On December 10, 2012, the Company granted 250,000 options at an exercise price of $0.70 to consultants in exchange for various professional services. 62,500 options vest every six months from the date of grant.  The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the stock based compensation is as follows:

Risk free interest rate	0.24%
Expected dividend yield	0%
Expected stock price volatility	491%
Expected life of options	2 years

Exercise price	Total Options Outstanding	Weighted Average Remaining Life (Years)	Total Weighted Average Exercise Price	Options Exercisable
$0.70	250,000	2.69	$0.70	-

The Company recorded $72,421 (2012: $Nil) in stock option compensation expense, in relation to these options, during the period ended September 30, 2013.  No stock option compensation expense was recorded in the nine months ended September 30, 2012.

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GOING CONCERN	9 Months Ended
	Sep. 30, 2013
GOING CONCERN
GOING CONCERN	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.

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Components Of Income Tax Expense Benefit (Tables)

9 Months Ended

Sep. 30, 2013

Components Of Income Tax Expense Benefit

Reconciliation provision for income taxes

	Nine Months Ended September 30, 2013 $	Nine Months Ended September 30, 2012 $
Income tax recovery at statutory rate	90,590	77,315
Valuation allowance change	(90,590)	(77,315)
Provision for income taxes	–	–

Components of deferred income tax assets and liabilities

	September 30, 2013 $	December 31, 2012 $
Net operating loss carried forward	265,260	174,670
Valuation allowance	(265,260)	(174,670)
Net deferred income tax asset	–	–

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ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2013

ACCOUNTING POLICIES

Basis of Presentation

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 Company’s fiscal year-end is December 31.

Use of Estimates

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

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 September 30, 2013 and December 31, 2012, the Company had no cash equivalents.

Mineral Properties Policy

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.

Stock-based Compensation

Stock-based Compensation

The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.

It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

As at September 30, 2013, the Company had not adopted a stock option plan.  For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6).  For September 30, 2012 there were no stock options or related expense.

Basic and Diluted Net Loss Per Share

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

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

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 September 30, 2013 and December 31, 2012, 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

Financial Instruments

The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. 

·         Level 1. Observable inputs such as quoted prices in active markets;

·         Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·         Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.

The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

	Description	Level 1	Level 2	Level 3	Total Realized Loss
Sept. 30, 2013	None	$ -	$ -	$ -	$ -
Dec. 31, 2012	None	$ -	$ -	$ -	$ -

Recently issued accounting pronouncements

Recently issued accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

• Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
• Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

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Financial Instruments (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Fair value measures
Level1	$ 0	$ 0
Level 2	0	0
Level 3	$ 0	$ 0

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NATURE OF OPERATIONS AS FOLLOWS (Details) (USD $)	Aug. 19, 2010
NATURE OF OPERATIONS AS FOLLOWS:
Increased the aggregate number of authorized shares	310,000,000
Shares of Common Stock	300,000,000
Shares of Common Stock Par Value Per Share	$ 0.0001
Shares of preferred stock	10,000,000
Shares of preferred stock par value per share	$ 0.0001

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 19, 2013
Document and Entity Information
Entity Registrant Name	GRAPHITE CORP
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Entity Central Index Key	0001420239
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		28,700,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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Stock option details (Details) (USD $)	Sep. 30, 2013	Dec. 10, 2012
Stock option details
Options granted	0	250,000
Stock option expenses	$ 72,421	$ 0