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 30, 2017
OR
| [ ] 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 code020 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 14, 2017: 43,611,250 shares of common stock.
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Table of Contents
FLAGSHIP GLOBAL CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
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| ITEM 1 FINANCIAL STATEMENTS |
Flagship Global Corporation
| |||||||||
| Balance Sheets | |||||||||
| September30, | December 31, | ||||||||
| 2017 | 2016 | ||||||||
| (Unaudited) | |||||||||
| ASSETS | |||||||||
| Total Assets | $ | - | $ | - | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||
| CURRENT LIABILITIES: | |||||||||
| Accounts Payable | $ | 18,684 | $ | 18,684 | |||||
| Accrued Expenses | 8,585 | 8,305 | |||||||
| Due to Related Party | 3,500 | - | |||||||
| Short-term Borrowings | 29,907 | 3,865 | |||||||
| Total Liabilities | 60,676 | 30,854 | |||||||
| STOCKHOLDERS' DEFICIT: | |||||||||
| Preferred Stock ($.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016) | - | - | |||||||
| Common Stock ($.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 | |||||||
| Additional Paid in Capital | 63,371 | 63,371 | |||||||
| Accumulated Deficit | (128,408) | (98,586) | |||||||
| Total Stockholders' Deficit | (60,676) | (30,854) | |||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | |||||
The accompanying notes are an integral part of these unaudited financial statements.
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FLAGSHIP GLOBAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, 2017 | Three Months Ended September 30, 2016 | NineMonths Ended September 30, 2017 | Nine Months Ended September 30, 2016 | ||||||
| Operating Expenses | |||||||||
| General & Administrative Expenses | $ | 12,089 | $ | 5,865 | $ | 29,822 | $ | 11,646 | |
| Total Operating Expenses | 12,089 | 5,865 | 29,822 | 11,646 | |||||
| Net Loss | $ | (12,089) | $ | (5,865) | $ | (29,822) | $ | (11,646) | |
| Basic and Diluted Net Loss Per Common Share | $ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) | |
| Weighted Average Number of Common Shares Outstanding, Basic and Diluted (*) | 43,611,250 | 43,611,250 | 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 NineMonths | For the Nine Months | |||||||
| Ended September 30, 2017 | Ended September 30, 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (29,822 | ) | $ | (11,646 | ) | ||
| 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 | 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 | $ | 26,042 | $ | - | ||||
| 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
SEPTEMBER 30, 2017
(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 30, 2017, and the results of operations and cash flows for the three and nine month periods ended September 30, 2017 and 2016. 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. When used in these notes, the terms "Company", "we", "us" or "our" mean the Company. 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.
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 months ended September 30, 2017, $26,042 in expenses were paid on behalf of the Company by four individuals. For the year ended December 31, 2016, $3,865 in expenses were paid on behalf of the Company by an individual. The total amount due to these individuals is $29,907 and $3,865 as of September 30, 2017 and December 31, 2016, respectively, and these loans are noninterest bearing, unsecured, and due on demand.
NOTE 4 - RELATED PARTY TRANSACTIONS
For the nine months ended September 30, 2017, Frontier Limited, LLC, a company owned by our former shareholder, Thomas DeNunzio, provided consulting services in the amount of $14,048. As of September 30, 2017, the total amount due to Frontier Limited, LLC is $3,500.
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
RESULTS OF OPERATIONS
For the nine months ended September 30, 2017 we had a net loss of $29,822 which is $18,176 more when compared to our net loss of $11,646 for the nine months ended September 30, 2016. We attribute this increase to an increase in operating expenses of which are comprised mostly of professional fees.
PLAN OF OPERATION
Flagship aims to become a substantial diversified holding company that provides financial backing to and makes investments in the equity and debt securities of target companies through a variety of investment strategies including leveraged buyout, venture capital, and growth capital. Flagship will acquire a controlling or substantial minority position in a company and then look to maximize the value of that investment. Typically, Flagship will provide working capital to a target company to nurture expansion, product development, or restructuring of the Company’s operations, management or ownership. Flagship will consider making long term investments in target industry sectors and specific investment areas where we have or can supplement our expertise through our partner and advisory relationships. Flagship may occasionally take on operational roles in order to manage risks and achieve growth ambitions. See our Form 8-K filed with the SEC on July 12, 2017.
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 30, 2017 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
CAPITAL RESOURCES
We had no material commitments for capital expenditures as of September 30, 2017 and December 31, 2016.
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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 Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017. 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 changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended September 30, 2017 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 through the date of this filing there have been no unregistered sales of securities.
| 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 | |
| 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 30, 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. |
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 14, 2017
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