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)
September 22, 2014
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National Graphite Corp
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
000-53284 27-3787574
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(Commission File Number) (IRS Employer Identification No.)
5466 Canvasback Rd., Blaine WA 98230
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(Address of Principal Executive Offices) (Zip Code)
(702) 839-4029
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(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))
3.02 Sale of Unregistered Securities
ITEM 3.02 Sale of Unregistered Securities
(a) On September 22, 2014 the Company issued 67,500,000 restricted shares of
common stock to Kenneth B.Liebscher, the principal shareholder, a director and
officer of the Company, upon the conversion of 675,000 shares of Preferred
Stock held by Mr. Liebscher. No underwriters were used. The securities were
issued pursuant to an exemption from registration provided under Section 4(2) of
the Securities Act of 1933. As a result of the May 8, 2014 1-for-30 reverse
stock split and the aforementioned issuance upon conversion of the preferred
shares Mr. Liebscher owns 67,988,334 shares of common stock of the Company
representing 97.41% of the issued and outstanding shares of common stock of the
company.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
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None.
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: October 1, 2014
By: /s/ Kenneth B. Liebscher
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Name: Kenneth B. Liebscher
Title: President
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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None.