10-Q 1 flagship_10q1final52118.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[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, ~~2017~~2018

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

FLAGSHIP GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	333-165538	26-4033740
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

50 Hill Crescent,

Worcester Park, Surrey, England KT4 8NA

(Address of principal executive offices)

Registrant’s telephone number, including area code 020 8949 2259

N/A

(Former name or former address, if changed since last report.)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 3 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. [X] Yes [ ] 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 (Section 232.405 of this chapter) during the preceding 3 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☐ (Do not check if a smaller reporting company)
Smaller reporting company ☒		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~November~~ 14May 21, ~~2017~~2018: 43,611,250 shares of common stock.

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TABLE OF CONTENTS

FLAGSHIP GLOBAL CORPORATION

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	F1
Balance Sheets at September 30, 2017 (unaudited) and December 31, 2016		F1
Balance Sheets at March 31, 2018 (unaudited) and December 31, 2017		F1
Statements of Operations for the Three and Nine Months Ended September 30, 2017 and the Three and Nine Months Ended September 30, 2016 (unaudited).		F2
Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (unaudited)		F2
Statements of Cash Flows for the Nine Months Ended September 30, 2017 and the Nine Months Ended September 30, 2016 (unaudited)		F3
Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)		F3
Notes to Unaudited Financial Statements		F4
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4	CONTROLS AND PROCEDURES	4
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	4
ITEM 1A	RISK FACTORS	4
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5
SIGNATURES		5

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ITEM 1 FINANCIAL STATEMENTS

Flagship Global Corporation
Balance Sheets
				September 30,		December 31,
				March 31,		December 31,
				2017		2016
				2018		2017
				(Unaudited)
ASSETS
	Total Assets		$	-	$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
	CURRENT LIABILITIES:
		Accounts Payable	$	18,684	$	18,684
		Accrued Expenses		84,~~585~~275		810,~~305~~625
		Due to Related Party		3,500		-3,500
		Short-term Borrowings		2953,~~907~~801		336,~~865~~071
	Total Liabilities			6080,~~676~~260		3068,~~854~~880
	STOCKHOLDERS' DEFICIT:
		Preferred Stock ($.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016)		-		-
		Preferred Stock ($.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of March 31, 2018 and December 31, 2017)		-		-
		Common Stock ($.0001 par value, 500,000,000 shares authorized, 43,611,250 shares issued and outstanding as of September 30, 2017 and December 31, 2016)		4,361		4,361
		Common Stock ($.0001 par value, 500,000,000 shares authorized, 43,611,250 shares issued and outstanding as of March 31, 2018 and December 31, 2017)		4,361		4,361
		Additional Paid in Capital		63,371		63,371
		Accumulated Deficit		(~~128~~147,~~408~~992)		(98136,~~586~~612)
	Total Stockholders' Deficit			(6080,~~676~~260)		(3068,~~854~~880)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT			$	-	$	-
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	-	$	-

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

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~~FLAGSHIP~~flagship global ~~GLOBAL~~ CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

			Three Months Ended September 30, 2017		Three Months Ended September 30, 2016		Nine Months Ended September 30, 2017		Nine Months Ended September 30, 2016
				For the Three Months		For the Three Months
Operating Expenses
				Ended March 31, 2018		Ended March 31, 2017
General & Administrative Expenses		$	12,089	$	5,865	$	29,822	$	11,646
Operating Expenses
Total Operating Expenses			12,089		5,865		29,822		11,646
	General and Administrative Expenses		$	11,380	$	8,465
Net Loss		$	(12,089)	$	(5,865)	$	(29,822)	$	(11,646)
Total operating expenses				11,380		8,465
Basic and Diluted Net Loss Per Common Share		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Net loss			$	(11,380)	$	(8,465)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted (*)			43,611,250		43,611,250		43,611,250		43,611,250
Basic and diluted net loss per common share			$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding, basic and diluted				43,611,250		43,611,250

(*) On May 31, 2016, the Company approved the reverse stock split, whereby every eight (8) shares of the common stock was automatically reclassified and changed into one (1) share (the "1-for-8 Reverse Stock Split"), which is effective June 17, 2016. The authorized number of shares and par value per share were not affected by the 1-for-8 Reverse Stock Split. The Company's capital accounts have been retroactively restated to reflect the 1-for-8 Reverse Stock Split.

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

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flagship global CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months			For the Nine Months
	For the Three Months			For the Three Months
	Ended September 30, 2017			Ended September 30, 2016
	Ended March 31, 2018			Ended March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2911,~~822~~380	)	$	(118,~~646~~465	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Capital contribution for expenses paid by former majority shareholder		-			5,863
Changes in current assets and liabilities:
Due to related party		3,500			-
Accrued expenses		11,380			8,465
Accrued expenses		26,322			5,783
Net cash provided by (used in) operating activities		-			-
Net Change in Cash		-			-
Cash at beginning of period:	$	-		$	-
Cash at end of period:	$	-		$	-
NON-CASH TRANSACTIONS:
Operating expenses paid by others	$	2617,~~042~~730		$	-9,670
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

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flagship global CORPORATION

NOTES TO FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2017~~ 2018

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Flagship Global Corporation was incorporated in the State of Nevada, United States of America, on October 17, 2007 under the name Nevada Legacy Enterprises Corporation. Our fiscal year end is December 31. On February 4, 2010, we changed our name to NL One Corporation. On June 27, 2016, we changed our name to Flagship Global Corporation.

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation SX. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position as of ~~September~~ 30March 31, ~~2017~~2018, and the results of operations and cash flows for the three ~~and nine~~ month periods ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year ending December 31, ~~2017~~2018. When used in these notes, the terms "Company", "we", "us" or "our" mean the Company. ~~Certain~~ Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these interim financial statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive interim financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, ~~2016~~2017.

NOTE 2 - GOING CONCERN

The Company's interim unaudited financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - SHORT TERM BORROWINGS

For the ~~nine~~ three months ended ~~September~~ 30March 31, 2018 and 2017, ~~$26,042~~operating in expenses ~~were~~ ~~paid~~in onthe ~~behalf~~amount of ~~the Company by four individuals. For the year ended December 31~~$17,730 ~~2016,~~and $39,~~865~~670 ~~in expenses~~ were paid on behalf of the Company by antwo ~~individual~~individuals and four individuals, respectively. The total amount due to these individuals iswas $2953,~~907~~801 and $336,~~865~~071 as of ~~September 30~~ March 31, ~~2017~~2018 and December 31, ~~2016~~2017, respectively,. ~~and~~These ~~these~~ loans are noninterest bearing, unsecured, and due on demand.

NOTE 4 - RELATED PARTY TRANSACTIONS

For the ~~nine~~three months ended ~~September 30~~March 31, 2018 and 2017, Frontier Limited, LLC, a company owned by our former shareholder, Thomas DeNunzio, provided consulting services in the amount of $143,~~048~~500 and $3,500, respectively. As of ~~September~~March 3031, 2018 and December 31, 2017, the total amount due to Frontier Limited, LLC iswas $3,500 and $3,500, respectively.

For the three months ended March 31, 2018, the Company utilized the home office space of the sold officer and director Gary Richard Brown at no charge.

NOTE 5 – SUBSEQUENT EVENTS

On March 23, 2018, the Company signed an agreement that superseded all prior agreements to purchase a 57.5% interest in GEM Holdings Limited ("GEM"). GEM is in the business of currently mining high grade metallurgical coal in Virginia. Pursuant to the agreement, the Company will issue an aggregate of 101,759,583 new shares of common stock to the shareholders of GEM in consideration for the acquisition of the initial interest in GEM. On May 10, 2018, the Company completed the transaction with the shares unissued. The shares have not been issued as of the filing date.

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

For the ~~nine~~ three months ended ~~September~~ 30March 31, ~~2017~~ 2018, we had a net loss of $2911,~~822~~380 which is $182,~~176~~915 more when compared to our net loss of $118,~~646~~465 for the ~~nine~~ three months ended ~~September~~ 30March 31, ~~2016~~2017. We attribute this increase to an increase in operating expenses of which are comprised mostly of professional fees.

PLAN OF OPERATION

~~Flagship~~The ~~aims~~Company intends to ~~become~~develop a ~~substantial~~portfolio ~~diversified~~of ~~holding~~businesses ~~company~~by ~~that~~identifying ~~provides~~growth ~~financial~~opportunities ~~backing~~and totalented ~~and~~management ~~makes~~where ~~investments~~it incan ~~the~~raise ~~equity~~capital ~~and~~to ~~debt~~aid ~~securities~~the development of ~~target~~those ~~companies through~~businesses. aThe ~~variety~~Company ofbelieves ~~investment~~its ~~strategies~~future ~~including~~is ~~leveraged~~as ~~buyout,~~a ~~venture~~diversified ~~capital,~~conglomerate. ~~and~~Our ~~growth~~cash ~~capital.~~balance ~~Flagship~~was ~~will~~$0 ~~acquire~~as aof ~~controlling or~~March ~~substantial~~31, ~~minority~~2018. ~~position~~We inbelieve aour cash ~~company~~balance ~~and~~is ~~then~~not ~~look~~sufficient to ~~maximize~~fund ~~the~~our ~~value~~limited levels of ~~that~~operations ~~investment.~~for ~~Typically,~~any ~~Flagship~~period ~~will provide~~of ~~working~~time. We ~~capital~~may toutilize afunds ~~target~~from our ~~company~~President toand ~~nurture~~CEO ~~expansion,~~as ~~product~~well ~~development,~~as orour ~~restructuring~~majority ~~of the Company’s operations~~shareholder, ~~management~~who orhas ~~ownership.~~informally ~~Flagship~~agreed ~~will~~to ~~consider~~contribute ~~making~~funds ~~long~~to ~~term~~allow ~~investments~~us into ~~target~~pay ~~industry~~for filing ~~sectors~~fees, and ~~specific investment~~professional ~~areas~~fees ~~where~~for weno ~~have~~further orconsideration. The ~~can~~President, ~~supplement~~CEO ~~our expertise through our partner~~ and ~~advisory~~sole ~~relationships.~~Director, ~~Flagship~~however, ~~may~~have ~~occasionally~~no formal ~~take~~commitment, onarrangement ~~operational~~or ~~roles~~legal inobligation ~~order~~ to ~~manage~~advance ~~risks~~or ~~and~~loan ~~achieve~~funds ~~growth~~to ~~ambitions~~the Company. ~~See~~The ~~our~~Company ~~Form~~has ~~8-K~~no ~~filed~~debt ~~with~~payable ~~the~~to ~~SEC~~our onCEO as ~~July~~of 12March 31, ~~2017~~ 2018.

Our cash balance is $0 as of September 30, 2017. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We may utilize funds from our President and CEO as well as our majority shareholder, who has informally agreed to contribute funds to allow us to pay for filing fees, and professional fees for no further consideration. The President, CEO and sole Director, however, have no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. The Company has no debt payable to our CEO as of September 30, 2017.

In order to achieve our business plan goals, we will need to obtain additional funding. We are a growth stage company and have generated no revenue to date. At the present time, we have not made any arrangements to raise additional funds.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

LIQUIDITY

We have no known demands or commitments and are not aware of any events or uncertainties as of ~~September~~ 30March 31, ~~2017~~2018 that will result in or that are reasonably likely to ~~materially~~ materially increase or decrease our current liquidity.

CAPITAL RESOURCES

We had no material commitments for capital ~~expenditures~~ expenditures as of ~~September~~ 30March 31, ~~2017~~2018 and December 31, ~~2016~~2017.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CRITICAL ACCOUNTING POLICIES

We prepare our unaudited interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the interim financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our interim financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.


ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer ~~and~~ and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~ 30March 31, ~~2017~~ 2018. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls~~; and lack of well established procedures to identify, approve, and report related party transactions~~.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Controls over Financial Reporting

There have been no ~~significant~~ significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended ~~September~~ 30March 31, ~~2017~~2018 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

PART II-OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1A RISK FACTORS

As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period between our previous fiscal year-end of December 31, ~~2016~~2017 through the date of this filing there have been no unregistered sales of securities. However, pursuant to our completed agreement to acquire 57.5% majority interest in GEM Holdings Ltd. (“GEM”), we have reserved 101,759,583 new shares of our common stock that will be issued to the shareholders of GEM in consideration for the acquisition interest in GEM.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

None.

ITEM 6 EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description
2.1	Share Purchase Agreement dated March 23, 2018 between Flagship Global Corporation and Stephen Moscicki and David Winduss (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2018).
3.1	Certificate of Incorporation (1)
3.2	By-laws. (1)
31.1	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended ~~September~~March 3031, 2017. (2)
32.1	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS	XBRL Instance Document (3)
101.SCH	XBRL Taxonomy Extension Schema (3)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB	XBRL Taxonomy Extension Label Linkbase (3)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (3)

____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on April 29, 2015, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Flagship Global Corporation

(Registrant)

By: /s/ Gary R. Brown

Principal Executive Officer

Dated: ~~November~~ 14May 21, ~~2017~~2018

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