Graphite Corporation
1031 Railroad St., Suite 102A
Elko, Nevada
89801
December 1, 2014
VIA ELECTRONIC MAIL
United States Securities and Exchange CommissionDivision of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Dean Brazier, Lilyanna Peyser and Mara Ransom
| Re: | Graphite Corp., Current Report on Form 8-K Filed August 13, 2014 File No. 000-54336 |
Dear Mr. Brazier, Ms. Peyser and Ms. Ransom:
I acknowledge receipt of your response dated November 4, 2014. I apologize for the late response. However, since the receipt of your letter, we were traveling throughout the United States and Europe on business and until now were unable to connect with Brian Goss, the former chief executive officer of Graphite Corporation (“GC”), confirm and verify certain facts about our operations prior to the share exchange transaction in August 2014.
For the reasons set forth below, I still believe that your original comment does not apply to the facts and circumstances of GC and therefore an amendment to its current report on Form 8-K filed on August 13, 2014 (the “8-K”) is not required. I believe that there is still a misunderstanding and would like to make a last attempt to clear it up and gain your agreement.
I have attached hereto as Annex A a letter dated November 22, 2014 from Mr. Goss that explains the state of GC’s operations during the period prior to the August 2014 share exchange transaction when it may have appeared from our quarterly and annual reports that we may have had no or nominal operations. In fact, as can be seen from Mr. Goss’s letter, there was a slowdown in onsite mining operations, but that was due to a dispute with the optionor of our Alabama mineral property. It took several months to negotiate a conclusion to that dispute, but the efforts made and activities conducted by the company during such period were much more than nominal operations. They were bona fide activities designed to advance the company’s commercial interests at its mining properties. At the same time, we were also conducting operations (i.e., making legitimate plans) in respect of our Montana mineral property and conducting fund-raising activities.
I believe that, while not ideal, resolving a critical dispute with a counter-party and making bona fide plans to exploit mineral properties constitute more than nominal operations. I point out that there are many junior mining companies that are publicly-traded in the United States that are in the “planning” stage of their business (i.e., pre-actual mining operations) and are not considered shell companies under by the Securities Exchange Commission.
I believe that (i) the foregoing demonstrates conclusively that at all relevant times GC had operations designed to finance and develop its core business and spent material amounts of money, time and resources on such operations and (ii) since a shell company must have no or nominal operations to be a shell company under Securities Act Rule 405 and Exchange Act Rule 12b-2, GC does not meet the shell company test.
I hereby acknowledge that (i) the company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Securities Exchange Commission from taking any action with respect to the filing and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
I remain at your disposal for further discussion of this matter at your convenience.
I can be reached on mfradom@gmail.com or on +972 52 798 0831.
Yours truly,
Mark Radom
Chief Executive Officer
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