UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
May 9, 2014
------------------
National Graphite Corp
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-53284 27-3787574
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
7230 Indian Creek Lane #201, Las Vegas, NV 89149
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(702) 839-4029
----------------------------------------------------
(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))
1
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On May 9, 2014, Board of Directors of the Registrant dismissed Goldman
Accounting Services CPA, PLLC, its independent registered public account firm.
On the same date, May 9, 2014, the accounting firm of Sadler, Gibb & Associates,
LLC was engaged as the Registrant's new independent registered public account
firm. The Board of Directors of the Registrant and the Registrant's Audit
Committee approved of the dismissal of Goldman Accounting Services CPA, PLLC and
the engagement of Sadler, Gibb & Associates, LLC as its independent auditor.
Goldman Accounting Services CPA, PLLC did not deliver any reports on the
Company's financial statements during the term of their engagement. During the
period from January 10, 2014, the start date of their engagement, to May 9,
2014, the date of dismissal, there were no disagreements with Goldman Accounting
Services CPA, PLLC whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Goldman Accounting Services CPA, PLLC's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report on the registrant's financial
statements.
The registrant has requested that Goldman Accounting Services CPA, PLLC furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The letter is attached as an
exhibit to this Form 8-K.
b) On May 9, 2014, the registrant engaged Sadler, Gibb & Associates, LLC as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted Sadler, Gibb
& Associates, LLC regarding any of the matters set forth in Item 304(a)(2)(i) or
(ii) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
--- --------
16.1 Letter from Goldman Accounting Services CPA, PLLC dated May 9, 2014, to
the Securities and Exchange Commission regarding statements included in
this Form 8-K
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 12, 2014
By:/s/ Kenneth B Liebscher
------------------------------
Name: Kenneth B. Liebscher
Title: President
3
EXHIBIT INDEX
No. Exhibits
--- --------
16.1 Letter from Goldman Accounting Services CPA, PLLC dated May 9, 2014, to
the Securities and Exchange Commission regarding statements included in
this Form 8-K
4