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~~March 3031, ~~2014~~2015

¨ 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 incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employer Identification No.)

~~1031~~616 ~~Railroad~~Corporate ~~Street~~Way, Suite ~~102A~~2-9011Valley Cottage, NY 10989

Elko, Nevada 89801

(Address of principal executive offices, zip code)

(~~775~~844) ~~753~~804-~~6605~~5599

(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	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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~~May 1820, ~~2014~~2015, there were ~~153~~195,~~739~~601,~~164~~362 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~~MARCH 3031, ~~2014~~2015

INDEX

Index		Page
Part I. Financial Information
Item 1.	Financial Statements		4
	Balance Sheet as of September 30, 2014 (unaudited).		4
	Balance Sheet as of March 31, 2015 (unaudited) and December 31, 2014.		4
	Statements of Operations for the three ended September 30, 2014 (unaudited), and from Inception (May 22, 2014) through September 30, 2014.		5
	Statements of Operations for the three months ended March 31, 2015 (unaudited).		5
	Statements of Cash Flows from Inception (May 22, 2014) through September 30, 2014 (unaudited).		7
	Statement of Comprehensive Income for the three months ended March 31, 2015 (unaudited).		6
	Notes to Condensed Financial Statements (unaudited).		8
	Statements of Cash Flows for the three months ended March 31, 2015 (unaudited).		7
	Notes to Condensed Financial Statements (Unaudited).		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		2321
Item 4.	Controls and Procedures.		2321
Part II. Other Information
Item 1.	Legal Proceedings.		2422
Item 1A.	Risk Factors.		2422
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		2422
Item 3.	Defaults Upon Senior Securities.		2422
Item 4.	Mine Safety Disclosures.		2422
Item 5.	Other Information.		2422
Item 6.	Exhibits.		2523
Signatures			2624

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.

PART I. FINANCIAL INFORMATION

Graphite Corp. ~~(An Exploration Stage Company)~~ Consolidated Balance Sheet (unaudited)

			September 30,
			March 31,			December 31,
			2014
			2015			2014
ASSETS
CURRENT ASSETS
	Cash		$	412,~~468~~269		$	129,152
NON-CURRENT ASSETS
	License			100,000
	License, net of amortization of $1,933 and $0, respectively			38,027			40,000
		TOTAL ASSETS	$	~~141~~40,~~468~~296		$	169,152
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	2757,~~567~~456		$	61,501
	Accounts payable - related party			4142,~~257~~168			59,517
	Related party payable			18,276
	Accrued interest			5,360			4,472
	Loan payable			15,000
	Related party payable			14,776			14,776
	Loan payable - default			30,000
	Loan payable			10,000			10,000
		Total Current Liabilities		95,100
	Loan payable - default			35,000			35,000
STOCKHOLDERS' EQUITY (DEFICIT)
		Total Current Liabilities		264,760			185,266
	Preferred stock: $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of September 30, 2014
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock: $0.0001 par value, 300,000,000 shares authorized, 151,411,416 issued and outstanding as of September 30, 2014			15,141
	Preferred stock: $0.0001 par value, 10,000,000 shares
	Addiitional paid-in capital			68,166
	authorized, none issued and outstanding			-			-
	Other comprehense income			226
	as of March 31, 2015 and December 31, 2014
	Deficit accumulated during the exploration stage			(37,165	)
	Common stock: $0.0001 par value, 300,000,000 shares
		Total Stockholders' Equity (Deficit)		46,368
	authorized, 195,601,362 as of March 31, 2015 and December 31, 2014			19,560			19,560
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	141,468
	Stock payable			868,645			716,305
	Addiitional paid-in capital			2,732,747			2,732,747
	Other comprehense income			371			310
	Accumulated deficit			(3,845,787	)		(3,485,036	)
		Total Stockholders' Equity (Deficit)		(224,464	)		(16,114	)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$	40,296		$	169,152

The accompanying notes are an integral part of these financial statements.

Graphite Corp. ~~(An Exploration Stage Company)~~ Consolidated Statement of Operations (~~unaudited~~unuadited)

					From Inception
		Three Months
		Three Months			on May 22, 2014
		Ended
		Ended			Through
		March 31,
		September 30,			September 30,
		2015
			2014			2014
REVENUES		$	-
REVENUES		$	-		$	-
EXPENSES
EXPENSES
	Accounting and legal		6,000
	Professional fees		8,349			8,349
	Consulting		244,850
	Consulting		12,800			12,800
	Interest expense		888
	General and administrative		16,016			16,016
	Investor relations		12,689
TOTAL EXPENSES			37,165			37,165
	Research and development		63,000
NET LOSS			(37,165	)		(37,165	)
	Website costs		3,976
BASIC AND DILUTED LOSS PER SHARE			(0.00	)
	General and administrative		9,736
WEIGHTED AVERAGE SHARES OUTSTANDING,
	Travel		19,612
	BASIC AND DILUTED		83,289,339
TOTAL EXPENSES			360,751
NET LOSS			(360,751	)
BASIC AND DILUTED LOSS PER SHARE		$	(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING,
	BASIC AND DILUTED		195,601,362

The accompanying notes are an integral part of these financial statements.

Graphite Corp. ~~(An Exploration Stage Company)~~ Consolidated Statement of Comprehensive Income (unaudited)

	From Inception on May 22, 2014
	Three Months
	Through
	Ended
	September 30
	March 31,
	2014
	2015
Net Loss	$	(37360,~~165~~751	)
Foreign Currency Translation Gain		~~226~~61
Other Comprehensive Income		~~226~~61
TOTAL COMPREHENSIVE (INCOME)	$	(36,939	)
TOTAL COMPREHENSIVE (LOSS)	$	(360,690	)

The accompanying notes are an integral part of these financial statements.

Graphite Corp. ~~(An Exploration Stage Company)~~ Consolidated Statement of Cash Flows (unaudited)

				From Inception
				Three Months
				on May 22, 2014
				Ended
				Through
				March 31,
				September 30,
				2015
					2014
OPERATING ACTIVITIES
	Net loss				(37360,~~165~~751	)
	Changes in non-cash items:
		Consulting fees in stock payable			152,340
		Amortization of license			1,973
	Changes in operating assets and liabilities
		(Decrease) in accounts payable			(1,632	)
		Increase in accounts payable			(4,045	)
		Increase in accounts payable - related party			482,~~257~~651
		Increase in accrued interest			888
			Net Cash Used in
			Operating Activities		(34126,~~540~~944	)
INVESTING ACTIVITIES
INVESTING ACTIVITY
		Effect of reverse merger			15,782
		Cash paid for license			(100,000	)
			Net Cash used in
			Investing Activities		(84,218	)
			Investing Activity		-
FINANCING ACTIVITIES
FINANCING ACTIVITY
		Common stock issued for cash			160,000
			Net Cash used in
			Net Cash Provided by
			Financing Activity		-
			Financing Activities		160,000
Foreign currency adjustment					61
Foreign currency adjustment					226
		NET INCREASE (DECREASE) IN CASH			(126,883	)
		NET INCREASE (DECREASE) IN CASH			41,468
		CASH AT BEGINNING OF PERIOD			129,152
		CASH AT BEGINNING OF PERIOD			-
		CASH AT END OF PERIOD		$	2,269
		CASH AT END OF PERIOD			41,468
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	-
		Income Taxes		$	-
	NONCASH FINANCING ACTIVITIES
		Stock issued for reverse merger			12,000

The accompanying notes are an integral part of these financial statements.

GRAPHITE CORP.

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~September~~March 3031, ~~2014~~2015

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND REVERSE MERGER

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.

Reverse Merger

On August 11, 2014, the Company entered into a share exchange agreement with Advance Graphene Ltd. (“AGL”). Pursuant to the agreement, the Company acquired all of the outstanding shares of common stock of AGL by issuing 120,000,000 common shares. As a result of the share exchange, the former shareholders of the AGL controlled approximately 80.85% of the issued and outstanding common shares of the Company resulting in a change in control. The transaction was accounted for as a reverse recapitalization transaction, as the Company qualifies as a non-operating public shell company given the fact that the Company held nominal net monetary assets, consisting of only cash at the time of merger transaction. As AGL is deemed to be the purchaser for accounting purposes under recapitalization accounting, the equity of the Company is presented as the equity of the combined company and the capital stock account of the Company is adjusted to reflect the part value of the outstanding and issued common stock of the legal acquirer (AGL) after giving effect to the number of shares issued in the share exchange agreement.

8No comparative statement of operations or cash flows has been provided as the Company’s inception date has been changed to AGL, which was incorporated May 22, 2014.

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.

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.8

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.

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~~March 3031, 2015 and December 31, 2014, 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~~March 3031, ~~2014~~2015, the Company had not adopted a stock option plan.

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 Income

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at ~~September~~March 3031, ~~2014~~2015, the Company had comprehensive ~~income~~gain of $~~226~~61 as a result of foreign currency transactions.

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.

~~orderly~~· ~~transaction~~Level ~~between market participants~~1. AsObservable inputs such as quoted prices in active markets; · Level 2. Inputs, ~~fair~~other ~~value~~than isquoted aprices ~~market-based~~in ~~measurement~~active markets, that ~~should~~are beobservable ~~determined~~either ~~based~~directly onor ~~assumptions~~indirectly; ~~that~~and ~~market~~· ~~participants~~Level ~~would~~3. ~~use~~Unobservable inputs in ~~pricing~~which anthere ~~asset~~is little or ~~liability.~~no ~~The~~market ~~recorded~~data, ~~values~~which ofrequire ~~long-term~~the ~~debt~~reporting ~~approximate~~entity ~~their~~to ~~fair~~develop its own assumptions.

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.

11The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of March 31, 2015 and December 31, 2014:

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, 2014:

Description

Level 1

Level 2

Level 3

Total
Realized
Loss

March 31, 2015

None

December 31, 2014

None

Description

Level 1

Level 2

Level 3

Total Realized Loss

Sept 30, 2014

None

Recently issued accounting pronouncements

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.

On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.

On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

In ~~July~~June ~~2013~~2014, the FASB issued ASU No. ~~2013~~2014-~~11,~~10: ~~"Presentation~~Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an ~~Unrecognized~~Amendment ~~Tax~~to ~~Benefit~~Variable ~~When~~Interest aEntities ~~Net~~Guidance ~~Operating~~in ~~Loss~~Topic ~~Carryforward~~810, aConsolidation ~~Similar~~, ~~Tax~~to ~~Loss,~~improve orfinancial areporting ~~Tax~~by ~~Credit~~reducing ~~Carryforward~~the ~~Exists~~cost and complexity associated with the incremental reporting requirements of development stage entities." The ~~provisions~~amendments ofin ~~ASU~~this Noupdate remove all incremental financial reporting requirements from U.S. ~~2013-11~~GAAP ~~require~~for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an ~~entity~~exception provided to ~~present~~development anstage ~~unrecognized~~entities ~~tax~~in ~~benefit~~Topic 810, orConsolidation, ~~portion~~for ~~thereof,~~determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the ~~statement~~relevance of information provided to financial ~~position~~statement asusers aby ~~reduction~~requiring tothe aapplication ~~deferred~~of ~~tax~~the ~~asset~~same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a ~~net~~reporting ~~operating~~entity ~~loss~~that ~~carryforward~~has oran ainterest ~~tax~~in ~~credit~~an ~~carryforward,~~entity ~~with~~in ~~certain~~the ~~exceptions~~development stage. The amendments related to ~~availability.~~the ~~ASU~~elimination ~~No.~~of ~~2013~~inception-11to-date isinformation ~~effective~~and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for ~~interim~~the ~~and~~clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, ~~2013~~2014, and interim periods therein. Early adoption is permitted. The adoption of ASU ~~No. 2013~~2014-1110 is not expected to have a material impact on ~~the~~our ~~Company's~~financial ~~Consolidated~~position ~~Financial~~or ~~Statements~~results of operations.

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.

NOTE 4 – RELATED PARTY PAYABLES

As of ~~September~~March 3031, ~~2014~~2015, the Company has a payable balance owing of $1814,~~726~~776 (December 31, 2014: $14,776), to a company affiliated with a former officer of the Company.

As of ~~September~~March 3031, ~~2014~~2015, the Company had a payable balance owing of $4113,~~257~~001 (December 31, 2014: $55,502) to antwo ~~officer~~officers.

As of March 31, 2015, the Company had a payable balance owing of $29,167 (December 31, 2014: $4,015) to a company 50% owned by a major shareholder.

As of March 31, 2015 and December 31, 2014, the Company owed an officer of the Company 9% of the issued and outstanding common shares as at the agreement date of December 12, 2014. This amounted to 17,641,234 common shares payable with a fair market value of $511,596.

As of March 31, 2015 and December 31, 2014, the Company owed an officer of the Company 8% of issued and outstanding common shares as at the agreement date of July 15, 2014. This amounted to 2,274,547 common shares payable with a fair market value of $204,709.

As of March 31, 2015, the Company owed a director of the Company 1% of issued and outstanding common shares as at the agreement date of January 9, 2015. This amounted to 159,278 common shares payable with a fair market value of $5,113.

As of March 31, 2015, the Company owed a director of the Company 6% of issued and outstanding common shares as at the agreement date of January 9, 2015. This amounted to 955,669 common shares payable with a fair market value of $30,677.

As of March 31, 2015, the Company owed a director of the Company 1,500,000 bonus common shares payable with a fair market value of $48,150.

During the period ended December 31, 2014, the Company issued 40,000,000 common shares as a finder’s fee related to the introduction of the Rice University license agreement.

NOTE 5 – LICENSE

The Company purchased a royalty-bearing license to develop, exploit, utilize and commercialize licensed intellectual property and products.

Consideration for the license is an annual license fee of $7,500 for the first three years and $20,000 for each year thereafter and $350,000 of research and development expenses until October 1, 2015 and royalties ranging between 3% and 5% subject to a $50,000 minimum. AsThese ofexpenditures ~~September~~were ~~30,~~expensed ~~2014,~~as ~~$100,000 has been spent on the license~~incurred.

~~NOTE~~The 6Company –entered ~~MINERAL~~into ~~PROPERTY~~a license agreement to license Rice University’s grapheme carbon nanotube hybrid material technology in exchange for $40,000. The term of the agreement is from signing until the final licenses patent expires in approximately 17 years. Upon the fifth anniversary of the agreement, should the Company become insolvent, as defined within the agreement, shall result in any amounts owing from sub-licensees to the Company shall be payable directly to Rice University.

On July 11, 2012, the Company entered into that certain Minerals Lease Agreement giving the Company the right to conduct mineral exploration activities on and in certain land and mining claims, which are comprised of a total of approximately one hundred acres (100) collectively known as the “Crystal Project” situated in Beaverhead County, Montana, for a term of twenty five (25) years (the “Term”) with the right to renew. As ~~consideration, the Company shall pay Lessors: (i) an annual payment~~ of ~~three~~March ~~thousand five hundred dollars ($3~~31,~~500)~~ ~~over the Term of the Agreement; and (ii) a production royalty (the “Royalty”) equal to three percent (3%) of the net smelter returns on the 1st of each month~~2015, ~~per~~ the ~~terms and conditions of the Agreement. The Agreement also provides that the~~ Company ~~shall~~has ~~have~~recorded ~~a one-time right to purchase one and one half percent (1.5%) of the Royalty in the Crystal Project for one million five hundred thousand dollars (~~$1,~~500,000).~~973 ~~Additionally, pursuant to the Agreement, the Company shall be granted the subsequent right to participate~~ in ~~the~~amortization ~~development~~expense ofrelated ~~minerals from the Crystal Project subject~~ to ~~the~~this ~~terms and conditions of the Agreement~~license.

NOTE 76 – 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~~, default~~.

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~~, default~~.

The Company received a loan of $5,000 on January 16, 2014 that bears interest at 8% per annum and is due on January 16, 2015.

The Company received a loan of $10,000 on March 12, 2014 that bears interest at 8% per annum and is due on March 12, 2016.

As of March 31, 2015, there is accrued interest on the above loans in the amount of $5,360 (December 31, 2014: $4,472)

NOTE 87 – STOCKHOLDERS’ EQUITY

On August 11, 2014, the Company entered into a share exchange agreement with AGL. Under the terms of the agreement, the Company issued 120,000,000 common shares for 100% of the issued and outstanding shares of AGL. The agreement results in management and shareholders of AGL to hold 81% of the issued and outstanding common shares of the Company, resulting in a reverse capitalization transaction (see Note 1). Following the above events, there were 148,431,837 shares outstanding including:

Shares		Held by:
	120,000,000	AGL Shareholders
	28,431,837	Graphite Corp. Shareholders

During the ~~period~~year ended ~~September~~December 3031, 2014, the Company issued 27,~~979~~169,~~579~~525 common shares for $~~160~~385,000.

~~NOTE~~During 9the –period ~~SUBSEQUENT~~ended ~~EVENTS~~December 31, 2014, the Company issued 40,000,000 common shares as a finder’s fee related to the introduction of the Rice University license agreement (see Note 4).

~~The~~As ~~Company~~of isMarch ~~negotiating~~31, a2015 ~~service~~and ~~agreement with~~December ~~each~~31, of2014, ~~its~~the ~~chief~~Company ~~executive~~owed an officer of the Company 9% of the issued and ~~chief~~outstanding ~~operating~~common ~~officer,~~shares as at the ~~terms~~agreement date of ~~which~~December ~~shall~~12, be2014. ~~disclosed~~This ~~when~~amounted ~~the~~to ~~agreements~~17,641,234 ~~are~~common ~~signed~~shares payable with a fair market value of $511,596.

~~Subsequent~~As toof ~~September~~March 3031, 2015 and December 31, 2014, the Company ~~entered~~owed ~~into~~ an ~~agreement~~officer ~~with~~of ~~Change~~ the ~~World~~Company ~~Technology,~~8% ~~Ltd.~~of ~~whereby~~issued ~~the~~and ~~Company~~outstanding ~~signed~~common ashares ~~license~~as ~~agreement~~at tothe ~~license~~agreement ~~Rice~~date ~~University’s~~of ~~grapheme~~July ~~carbon~~15, ~~nanotube~~2014. ~~hybrid~~This ~~material~~amounted ~~technology~~to ~~in exchange for 40~~2,~~000~~274,~~000~~547 ~~shares of~~ common ~~stock~~shares ~~and~~payable ~~reimbursement~~with ofa ~~expenses~~fair inmarket ~~the~~value ~~amount~~ of $~~111~~204,~~000~~709.

~~Subsequent~~As toof ~~September~~March 3031, ~~2014~~2015, the Company owed a director of the Company 1% of issued 2and outstanding common shares as at the agreement date of January 9,~~327~~ 2015. This amounted to 159,~~748~~278 common shares payable with a fair market value of $5,113.

As of March 31, 2015, the Company owed a director of the Company 1,500,000 bonus common shares payable with a fair market value of $48,150.

As of March 31, 2015, the Company owed two consultants an aggregate of 4,000,000 shares for services provided, valued at $68,400 using a closing price on the grant date February 23, 2015.

NOTE 8 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2015 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

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, ~~2013~~2014 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 414, ~~2014~~2015. 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 revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we implement our new business plan, as described in our current report on Form 8-K filed with the SEC on August 13, 2014. 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.

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

Use of Estimates

Cash and Cash Equivalents

~~Mineral Properties~~16

Stock-based Compensation

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”.

As at ~~September~~March 3031, ~~2014~~2015, the Company had not adopted a stock option plan.

Basic and Diluted Net Loss Per Share

Income Taxes

Comprehensive Income

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at ~~September~~March 3031, ~~2014~~2015, the Company had comprehensive income of $~~226~~61 as a result of foreign currency transactions.

Financial Instruments

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 following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of ~~September~~March 3031, 2015 and December 31, 2014:

~~Description~~

Description

~~Level 1~~

Level 1

~~Level 2~~

Level 2

~~Level 3~~

Level 3

~~Total RealizedLoss~~

Total Realized Loss

September 30, 2014

None

March 31, 2015

None

December 31, 2014

None

Recently issued accounting pronouncements

InOn ~~June~~November 2014, ~~the~~The Financial Accounting Standards Board (FASB) issued Accounting ~~Standards~~Standard Update ~~(ASU)~~ No. 2014-~~12,~~16—Derivatives ~~Compensation~~and –Hedging ~~Stock Compensation~~ (Topic ~~718~~815): ~~Accounting~~Determining ~~for~~Whether ~~Share-Based Payments When~~ the ~~Terms~~Host ofContract anin ~~Award Provide That~~ a ~~Performance~~Hybrid ~~Target~~Financial ~~Could~~Instrument BeIssued ~~Achieved~~in ~~after~~ the ~~Requisite~~Form ~~Service~~of ~~Period. The new guidance requires that share-based compensation that require~~ a ~~specific~~Share ~~performance~~Is ~~target~~More toAkin ~~be achieved in order for employees~~ to ~~become~~Debt ~~eligible~~or to ~~vest~~Equity in(a ~~the~~consensus ~~awards~~of ~~and that could be achieved after an employee completes~~ the ~~requisite~~FASB ~~service~~Emerging ~~period~~Issues beTask ~~treated as a performance condition~~Force). AsThe ~~such,~~amendments ~~the~~in ~~performance~~this ~~target~~Update ~~should~~do not bechange ~~reflected~~the current criteria in ~~estimating~~GAAP ~~the~~for ~~grant-date~~determining ~~fair~~when ~~value~~separation of ~~the~~certain ~~award.~~embedded ~~Compensation~~derivative ~~costs~~features ~~should be recognized~~ in ~~the~~a ~~period~~hybrid infinancial ~~which~~instrument itis ~~becomes~~required. ~~probable~~That ~~that~~is, ~~the~~an ~~performance~~entity ~~target~~ will becontinue ~~achieved and should represent the compensation cost attributable~~ to ~~the~~evaluate ~~period(s)~~whether ~~for which~~ the ~~requisite~~economic ~~service~~characteristics ~~has~~and ~~already~~risks ~~been~~of ~~rendered. If~~ the ~~performance~~embedded ~~target~~derivative ~~becomes~~feature ~~probable~~are ofclearly ~~being~~and ~~achieved~~closely ~~before~~related ~~the~~to ~~end~~those of the ~~requisite~~host ~~service period~~contract, ~~the~~among ~~remaining~~other ~~unrecognized~~relevant ~~compensation cost should be recognized prospectively over the remaining requisite service period~~criteria. The ~~total~~amendments ~~amount~~clarify ofhow ~~compensation~~current ~~cost~~GAAP ~~recognized during and after the requisite service period~~ should ~~reflect the number of awards that are expected to vest and should~~ be ~~adjusted~~interpreted toin ~~reflect~~evaluating ~~those awards that ultimately vest. The requisite service period ends when~~ the ~~employee~~economic ~~can~~characteristics ~~cease rendering service~~ and ~~still~~risks beof ~~eligible~~a tohost ~~vest~~contract in ~~the~~a ~~award~~hybrid iffinancial ~~the~~instrument ~~performance~~that ~~target~~ is ~~achieved.~~issued ~~This~~in ~~new~~the ~~guidance~~form isof ~~effective~~a ~~for fiscal years and interim periods within those years beginning after December 15, 2015~~share. ~~Early~~The ~~adoption~~effects isof ~~permitted.~~initially ~~Entities~~adopting ~~may apply~~ the amendments in this Update ~~either~~should ~~(a)~~be ~~prospectively~~applied toon ~~all~~a ~~awards granted or~~ modified ~~after~~retrospective ~~the~~basis ~~effective~~to ~~date~~existing orhybrid ~~(b)~~financial ~~retrospectively~~instruments toissued ~~all~~in ~~awards~~the ~~with~~form ~~performance~~of ~~targets~~a ~~that~~share ~~are outstanding~~ as of the beginning of the ~~earliest~~fiscal ~~annual~~year ~~period~~for ~~presented~~which in the ~~financial~~amendments ~~statements~~are ~~and to all new or modified awards thereafter~~effective. ~~The~~Retrospective ~~adoption~~application ~~of ASU 2014-12~~ is ~~not~~permitted ~~expected~~ to ~~have~~all arelevant ~~material~~prior ~~impact on our financial position or results of operations~~periods.

In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

- 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.

PLAN OF OPERATION

Our plan of operation for the next twelve months is asto ~~follows~~continue to execute on the following business plan, which was started in August of 2014.

~~Graphene Flake Commercialization~~Overview

OnWe ~~August~~switched ~~11,~~our ~~2014,~~business wemodel ~~became~~in ~~the~~fiscal ~~licensee~~2014 ofand aare ~~process~~now ofengaged ~~producing~~in ~~high-quality,~~the ~~low-defect~~commercialization ~~graphene~~of ~~flakes~~nanomaterials atthrough athe ~~cost~~use ~~that is expected to be substantially lower than current production costs for graphene~~ of ~~similar~~proprietary ~~quality.~~manufacturing Wetechniques ~~intend~~ to ~~commercialize~~create ~~this~~scalable ~~process~~processes ~~by raising funds~~ for ~~and~~the ~~experimenting with and optimizing our~~ production ~~parameters~~ and ~~method~~sale ~~so that we can consistently produce larger and larger quantities~~ of ~~high-quality~~ graphene flakes. If(“GF”) ~~and~~for ~~when~~use ~~we are satisfied with our graphene flake production results~~ in ~~terms~~composite ofmaterials ~~quality~~ and ~~quantity,~~other weapplications ~~will~~and ~~then~~graphene ~~seek~~carbon ananotube ~~partner~~hybrid tomaterial ~~produce~~(“GCNT”) ~~our~~for ~~graphene~~use ~~flakes~~as on an ~~industrial scale pending receipt of orders therefor~~electrode. ~~In this connection, we have been producing graphene flakes since September 2014.~~

In parallel with the foregoing activities, we have commenced marketing and promotion activities to generate interest in purchasing our graphene flakes and are in initial discussions with various groups with interest in using our graphene flakes.GF

WeOn ~~are~~August ~~also~~11, ~~reviewing~~2014, ~~and~~the ~~negotiating~~Company ~~licenses~~entered ~~for~~into ~~various~~a ~~graphene~~share ~~technologies~~exchange ~~from~~agreement ~~universities~~with ~~around~~Advance ~~the~~Graphene ~~world~~Ltd., Wean ~~intend~~Israeli tocompany ~~assemble~~holding a ~~portfolio~~license offrom ~~graphene~~Graphene ~~technologies~~Materials ~~that~~Ltd., wean ~~believe~~Israeli ~~have~~company ~~broad~~(“AGL”), ~~application~~that, ~~across~~in turn, holds a ~~range~~license from Ben Gurion University for the production of ~~industries~~high-quality, ~~and~~low-defect ~~will~~GF at a cost that is expected to be ~~capable~~substantially lower than current production costs for graphene of ~~commercialization~~similar ~~subject~~quality. Pursuant to ~~raising~~the ~~adequate~~share ~~funds~~exchange agreement, AGL became a wholly-owned subsidiary of the Company.

Graphene is:

-	derivative of Graphite
-	a thin layer of carbon atoms bonded in a honeycomb lattice
-	thinnest compound known
-	lightest material known (1 sq.mt. weighs 0.77 mg)
-	strongest compound discovered (200x > steel), but very flexible
-	best conductor of heat
-	better electric conductor than copper

GF is utilized as an additive and can considerably improve the barrier, mechanical, physical and electrical properties of composites. GF offers potential applications for industries that manufacture microelectronics, coatings and composites. GF demonstrates high stiffness and thermal conductivity. Owing to these superior properties, graphene is now one of the most promising materials in nanomaterial research.

The commercialization of GF is expected to require an investment of up to $1,000,000 and up to one year to scale-up and optimize GF production.

GCNT

On December 19, 2014, the Company’s wholly-owned subsidiary, Tubz, LLC, a Delaware limited liability company (“Tubz”), and Rice University entered into and signed a license agreement in respect of Rice University’s patented graphene carbon nanotube electrode technology, which is expected to provide dramatic performance improvement over electrodes made from conventional material today at a comparable cost. The commercialization of this technology will require raising sufficient funds for the development of a prototype product (currently intended to be a smartphone battery) to demonstrate proof of concept and then production on an industrial scale.

Carbon Nanotubes (“CNT”) are allotropes of carbon with a cylindrical nanostructure. Nanotubes have been constructed with length-to-diameter ratio of up to 132,000,000:1, significantly larger than for any other material. CNTs have unusual properties, including, but not limited to 200x better energy charge, storage and discharge performance than any other technology on the market today, which are valuable for nanotechnology, electronics, optics and other fields of materials science and technology.

Strategy

Our primary focus is to identify promising nanomaterials and nanomaterial applications, secure binding rights to exploit and commercialize such materials and applications, finance their development and market and distribute such materials and applications to a wide range of industries and end-users. We are currently focused on two nanomaterials – GF and GCNT. Our plan is to produce samples of GF and GCNT, in each case, based on their respective methods of fabrication and then offer them for sale to relevant customers. Once we are able to consistently produce samples of GF and GCNT to the specifications we desire, we intend identify and try to form an alliance with strategic partners with the facilities and know-how to fabricate GG and/or GCNT in industrial quantities and at competitive prices. With such fabrication secured, we will approach the respective markets and commence marketing and sale activities.

With significant breakthroughs in GF production we will seek to capture a share of the high-end (few-layer) graphene market. Current production worldwide is boutique or lab production only, the primary reason being that the cost of production is too high to warrant large-scale adoption into commercial processes. Our primary advantage over other graphene flakes is that our production cost is expected to be 333x – 1,000x less expensive than the current market price of and our GF will be of a higher quality (i.e., fewer layers and defects) than the graphene flakes available on the market today.

GCNT

We intend to develop a battery based on GCNT. Developed by the Tour group (www.jmtour.com) at Rice University and licensed to the Company, the GCNT electrode is expected to provide a 200%+ increase in the overall specific energy of lithium ion batteries. This patented innovation requires no process changes for battery manufacturers other than use of GCNT in lieu of conventional electrode materials such as graphite. Proof of concept in the form of a cellphone battery will enable us to offer a compelling competitive advantage to original equipment manufacturers that purchase pre-fabricated electrode stock and incorporate it into their processes for making batteries for use in both defense and commercial applications.

Graphite Mining

~~The~~As a result of entering into the GF production and GCNT license agreements, the Company decided to switch its business model to the commercialization of GF and GCNT production. Following on from this decision, management has decided not to extend the Crystal Project lease when it expires in August 2015 and to exit the mining business altogether.

On July 11, 2012, the Company entered into a minerals lease agreement giving the Company the right to conduct mineral exploration activities on and in certain land and mining claims, which are comprised of a total of approximately one hundred acres (100) collectively known as the Crystal Project situated in Beaverhead County, Montana, for a term of twenty five (25) years (the Term) with the right to renew. During September of 2012, 83 claims were filed in the area around the leased portion of the Crystal Project. The claims added approximately 1600 acres of mineral rights to the project. During the claim staking, samples were collected to test the surface rocks for graphite.

Samples taken from the Crystal Project were consistent with prior observations. The rock type the samples were taken from were a pegmatite and the metamorphic rocks adjacent to the pegmatite. The samples were taken from the historically mined localities throughout the Crystal Project and the grades were all over 10% graphite and multiple samples contained >20%, exceeding the 20% limitation of the assay method. The sample results from the Crystal Project are as follows:

		C-Graphite
Sample		%
AB-20120912-02		10.5
AB-20120912-05		>20
AB-20120912-13		>20
AB-20120912-17		13
AB-20120912-18		>20

The geological work was directed by the Company’s then President, Brian Goss, and Director, Jason Babcock. The assay work was conducted by INSPECTORATE (A Bureau Veritas Group Company) of Sparks, Nevada. The samples were taken using industry standard geologists’ best practices for rock chip sampling. The types of rock chip samples included spot/grab samples, composite rock chip samples, and channel samples. All the samples were taken from outcropping rocks or roadcuts at surface. Inspectorate processed the samples through its sister company, ACME Labs in Vancouver, BC. The process used to assay the samples for graphitic carbon was Inspectorate code C-GP-OR and/or ACME code 2A09. The process involved preparing the sample by crushing it, heating the sample to 600 degrees C, using an HCl leach, and testing the residue for graphitic carbon by using the LECO method. ACME Lab is an ISO 17025 certified lab and its internal check assays and equipment calibration meet the ISO 17025 standards. The field study also included a physical review of the mineral lease areas to include specific details and features of interest.

The following table represents the work that Graphite Corp plans and the associated costs to accomplish the first phase of graphite exploration on the property underlying the Crystal Project in the upcoming 12-month period. Initially the work will entail geologic mapping and additional geochemical sampling and a geophysical physical survey. The data generated by the mapping, sampling, and geophysics will be used to plan trenching and drill targets. Once the trenching and drilling program planning is finalized Graphite Corp. will apply for a permit with the BLM for the construction of the drill pads and roads and the digging of the trenches. The trenches will provide additional exposure to conduct geologic mapping and geochemical sampling and assist in further refining the drill program. Once drilling is completed and assays are reported, Graphite Corp. will compile the results and assess the property for further exploration or mining potential, if any. The final step in this exploration plan is to re-claim the surface disturbance of the drill pads, roads, and trenches that will no longer be needed and either recover all or some of the bond with the BLM or put the bond money towards additional disturbance on the property. We have not budgeted or planned any reclamation of disturbance that is due to historical activities, mining or otherwise. The past surface disturbance will not require reclamation and there is no known environmental concern due to the past mining activities on surface or in ground water. 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.

Item	Cost
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 Budget for Crystal Project:	$	357,463

Crystal Project Operating Budget

We plan to commence the exploration program detailed above in the summer of 2015. 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.

Results of Operations

The three months ended ~~September~~March 3031, ~~2014 and the period from May 22, 2014 (Inception) to September 30, 2014 (unaudited)~~2015

We recorded no revenues for the three -month period ended ~~September~~March 3031, ~~2014~~2015. ~~From the period of May 22, 2014 (inception) to September 30, 2014, we recorded no revenues.~~

For the three months ~~ending~~ended ~~September~~March 3031, ~~2014~~2015, total operating expenses were $37360,~~165~~751, of which professional fees were $86,~~349~~000, consulting fees were $244,850, research and development were $63,000, investor relations were $12,~~800~~689, interest expense was $888, website costs were $3,976, travel was $19,612 and general and administrative expenses were $169,~~016~~736.

From the period of May 22, 2014 (inception) to September 30, 2014, we incurred total operating expenses and a loss from operations of $37,165. Our net loss at September 30, 2014, was $37,165.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2014~~2015, we had a cash balance of $412,~~468~~269 (December 31, 2014: $129,152). We do not have sufficient cash on hand to ~~commence any phase of our exploration program or to~~ fund our ongoing operational expenses ~~beyond 3 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~~March 3031, ~~2014~~2015, the Company used $34126,~~540~~944 of cash for operating activities resulting from a loss of $37360,~~165~~751 offset by consulting fees in stock payable of $152,340, amortization of license of $1,973, decreases in accounts payable, and increases in ~~operating~~accounts ~~assets~~payable to related party and ~~liabilities~~accrued interest of $2(4,~~625~~045), $82,651 and $888, respectively.

Cashflow from Investing Activities

During the period ended ~~September~~March 3031, ~~2014~~2015, the Company ~~used~~did ~~$84,218~~not ofhave ~~cash for~~ investing ~~activities for the purchase of a license offset by the effect of the reverse merger transaction~~activites.

Cashflow from Financing Activities

During the three-month period ended ~~September~~March 3031, ~~2014~~2015, the Company ~~received~~did ~~$160,000~~not ofhave ~~cash from~~ financing activities.

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.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2014~~2015.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect 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.

InNot ~~the period from September 30, 2014 to-date we issued 2,347,748 shares of our common stock to non-US investors in transactions outside of the United States at a price of U~~applicable.~~S. $0.0537 per share for aggregate consideration of $125,000.~~

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ITEM 6. EXHIBITS.

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

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

Number		Description

3.1		Articles of Incorporation*

3.2		Bylaws*

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 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

_________________

*	Incorporated by reference to the Registrant’s Form SB-2 (File No. 333-148719), filed with the Commission on January 17, 2008.

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.

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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, 2014	By:	/s/ Mark Radom
Date: May 20, 2015	By:	/s/ Mark Radom
	Name:	Mark Radom
	Title:	Chief Executive Officer

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