National Graphite : 2021.12.31 Annual Report and Financial Statements

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

National Graphite Corp

7230 Indian Creek Lane Suite 201, Las Vegas, Nv 89149.

[e-mail]

SIC Code: 6719

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 154,308,415

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 154,308,415

As of December 31. 2021, the number of shares outstanding of our Common Stock was: 154,308,415

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes: ☒

No: ☐

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1) Name and address(es) of the issuer and its predecessors (if any)

Lucky Boy Silver Corp - Nevada from March 11, 2011 to May 8, 2012

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Name: National Graphite Corp Date: from May 9, 2012 to Present

Address: 7230 Indian Creek Lane Suite 201, Las Vegas, Nv 89149.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Neveda

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

7230 Indian Creek Lane Suite 201, Las Vegas, Nv 89149.

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None

2)Security Information

Trading symbol:	NGRC
Exact title and class of securities outstanding:	Common
CUSIP:	636268203
Par or stated value:	0.001
Total shares authorized:	500,000,000	as of date: December 31, 2021
Total shares outstanding:	154,308,415	as of date: December 31, 2021

Number of shares in the Public Float2:	1,499,418	as of date: December 31, 2021
Total number of shareholders of record:	228	as of date: December 31, 2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:	NGRC
Exact title and class of securities outstanding:	Convertible Series A Preferred Stock
CUSIP:
Par or stated value:	0.001
Total shares authorized:	2,000,000 as of date: December 31, 2021
Total shares outstanding:	1,500,000 as of date: December 31, 2021
Transfer Agent

Name:	Colonial Stock Transfer Company
Phone:	[phone]
Email:	[e-mail]
Address:	66 Exchange Place, 1st floor Salt Lake City, UT 84111

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒

Shares Outstanding as of Second Most Recent

Fiscal Year End:

Opening Balance

*Right-click the rows below and select "Insert" to add rows as needed.

Date December 31, 2020

Common: 154,308,415

Preferred: 1,500,000

Date of TransactionTransaction type (e.g. new issuance, cancellation, shares returned to treasury)Number of Shares Issued (or cancelled)Class of SecuritiesValue of shares issued ($/per share) at IssuanceWere the shares issued at a discount to market price at the time ofIndividual/ Entity Shares were issued to (entities must have individual with voting / investmentReason for share issuance (e.g. for cash or debt conversion) -OR-Nature ofRestricted or Unrestricted as of this filing.

Exemption or Registration Type.

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers,

directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

issuance? (Yes/No)	control disclosed).	Services Provided
Shares Outstanding on Date of This Report:EndingBalance Ending Balance: Date: December 31, 2021 Common: 154,308,415 Preferred: 1,500,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2018 through September 30, 2020 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

None

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder (entities must have individual with voting / investment control disclosed).	Reason for Issuance (e.g. Loan, Services, etc.)
February 28, 2019	8,000	8,000	2,686	None	Automatic Conversion	Cathrine Miao	Loan
February 28, 2019	12,000	12,000	4,030	None	Automatic Conversion	Jimmy Lee	Loan
February 28, 2019	2,000	2,000	672	None	Automatic Conversion	Yu Xiaoyan	Loan
February 28, 2019	18,000	18,000	6,045	None	Automatic Conversion	Liu Chih Teh	Loan

Use the space below to provide any additional details, including footnotes to the table above:

None

4)	Financial Statements
A.	The following financial statements were prepared in accordance with:
☒ U.S. GAAP
☐ IFRS
B.	The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Jimmy Lee
Title:	CPA
Relationship to Issuer:	Accountant

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

• C. Balance sheet;

• D. Statement of income;

• E. Statement of cash flows;

• F. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)

• G. Financial notes; and

• H. Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.