0001078782-14-000438.txt : 20140325 0001078782-14-000438.hdr.sgml : 20140325 20140325145618 ACCESSION NUMBER: 0001078782-14-000438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140319 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140325 DATE AS OF CHANGE: 20140325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAPHITE CORP CENTRAL INDEX KEY: 0001420239 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 260641585 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54336 FILM NUMBER: 14715700 BUSINESS ADDRESS: STREET 1: 1031 RAILROAD STREET, SUITE 102A CITY: ELKO STATE: NV ZIP: 89801 BUSINESS PHONE: (775) 473-1355 MAIL ADDRESS: STREET 1: 1031 RAILROAD STREET, SUITE 102A CITY: ELKO STATE: NV ZIP: 89801 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESOURCES CORP DATE OF NAME CHANGE: 20100913 FORMER COMPANY: FORMER CONFORMED NAME: MEDZED INC. DATE OF NAME CHANGE: 20071205 8-K 1 f8k031914_8k.htm FORM 8-K CURRENT REPORT FORM 8-K Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2014


Graphite Corp.

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation)


000-54336

(Commission File Number)


26-0641585

(IRS Employer 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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


      .Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      .Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      .Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      .Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.


Pursuant to a Stock Redemption Agreement dated February 24, 2014, by and between the Company and Stanley Smith, the Company redeemed 1,000,000 shares (the “Shares”) of the Company’s common stock, for a purchase price of $0.00001 per share, for an aggregate purchase price of $10.00. The sale closed on March 14, 2014.  Subsequently, on March 19, 2014, the Company canceled the Shares, returning them to the authorized capital stock of the Company.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits:


Exhibit

 

Description

10.1

 

Stock Redemption Agreement.










SIGNATURES


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


 

 

Graphite Corp.

 

 

(Registrant)

 

 

 

Date:  March 25, 2014

By:

/s/ Brian Goss

 

 

Name: Brian Goss

 

 

Title: President




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 EX-10.1 2 f8k031914_ex10z1.htm EXHIBIT 10.1 STOCK REDEMPTION AGREEMENT Exhibit 10.1 Stock Redemption Agreement

EXHIBIT 10.1


STOCK REDEMPTION AGREEMENT


This Stock Redemption Agreement (this “Agreement”) is made between Graphite Corp., a Nevada corporation (the “Company”), and Stanley Smith (the “Selling Shareholder”) this 24th day of February 2014.


RECITALS


A.

The Selling Shareholder is the owner of 1,000,000 shares of common stock (the “Redemption Shares”), par value $.001 per share, of the Company.  The Redemption Shares are presently represented by Company stock certificate number FR103.


B.

The Company desires to redeem the Redemption Shares from the Selling Shareholder, and the Selling Shareholder desires to have the Redemption Shares redeemed by the Company, upon the terms and conditions set forth in this Agreement.


ACCORDINGLY, the parties agree as follows:


1.

Redemption Price; Transfer.  The Company shall redeem the Redemption Shares from the Selling Shareholder for the aggregate redemption price of $10.00 (the “Redemption Price”), which amount is hereby acknowledged as having been received in cash by from the Selling Shareholder to the Company.  Selling Shareholder hereby assigns, separate from certificate, all right, title and interest in and to the Redemption Shares to the Company.  Selling Shareholder further (i) appoints the Company and the Company’s transfer agent(s), present and future, as attorney-in-fact to transfer the Redemption Shares on the transfer records of the Company from the Selling Shareholder to the Company, (ii) authorizes the Company and the Company’s transfer agent(s), present and future, to cancel Company stock certificate number FR103 by virtue of the transfer of the Redemption Shares from the Selling Shareholder to the Company.


2.

Selling Shareholder’s Representations and Warranties.  The Selling Shareholder represents and warrants to the Company that the Selling Shareholder:  


2.1.

Holds title to and otherwise owns the Redemption Shares free and clear of all liens, encumbrances and claims of other persons or entities whatsoever and subject to no options, warrants, contracts, agreements, arrangements or understandings of any kind;


2.2

Has full power and authority to transfer and deliver the Redemption Shares to the Company in accordance with the terms of this Agreement, and the consummation of the redemption transaction provided for in this Agreement shall not constitute the breach of any term or provision of, or constitute a default under, any agreement or other instrument to which the Selling Shareholder is a party;


2.2

Has been advised to consult with, and has consulted or chosen not to consult with, independent advisers with respect to the fairness of the Redemption Price and the other terms of this Agreement; and


2.3

The Redemption Shares are presently represented by Company stock certificate number FR103.


3.

Mutual Release.  As of the date of this Agreement, the Company and the Selling Shareholder shall release and forever discharge each other from all claims arising prior to the date of this Agreement related to the Redemption Shares.


4.

Successors and Assigns.  This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective spouses, successors, assignees, heirs and personal representatives.


5.

Legal Proceedings.  In the event any legal proceeding, including any arbitration, is commenced for the purpose of interpreting or enforcing any provision of this Agreement:


(i)

venue shall be in Seattle, Washington; and


(ii)

the prevailing party in the proceeding shall be entitled to recover (a) its attorneys’ fees in the proceeding and/or any related bankruptcy or appeal, in addition to its cost and disbursements, and (b) all other costs of the proceeding, including but no limited to the cost of experts, accountants and consultants and other costs and services reasonably related to the proceeding, from the non-prevailing party.



6.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect of the conflict of law principles thereof.


7.

Entire Agreement.  This Agreement supersedes any and all oral or written agreements previously made relating to the subject matter of this Agreement, and constitutes the entire agreement of the parties with respect to such subject matter.


8.

Amendment.  This Agreement may be modified or amended only in writing signed by both parties.


9.

Further Assurances.  Each party shall execute and deliver any and all additional documents and instruments and shall take all actions reasonably requested by the other party in order to carry out the intent of this Agreement.


10.

Counterparts.  This Agreement may be executed in counterparts and by facsimile or scanned e-mail attachment, each of which shall considered an original, but both of which together shall constitute the same document.


[signature page follows]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.


 

COMPANY:

 

 

 

 

GRAPHITE CORP.:

 

 

 

 

 

/s/ Brian Goss

 

By:

Name: Brian Goss

 

 

Title: President



NOTARY CERTIFICATION


STATE OF NEVADA


COUNTY OF ELKO


SUBSCRIBED, SWORN to and acknowledged before me by BRIAN GOSS, the Principal, on February 28, 2014.


[stamp]

/s/ [illegible]

Seal

Notary Public





 

SELLING SHAREHOLDER:

 

 

 

 

 

/s/ Stanley Smith

 

 

Name:  Stanley Smith



NOTARY CERTIFICATION


STATE OF TENNESSEE


COUNTY OF SHELBY


SUBSCRIBED, SWORN to and acknowledged before me by STANLEY SMITH, the Principal, on 3/7/14.


[stamp]

/s/ [illegible]

Seal

Notary Public




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