UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED December 31, 2017
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 333-165538
Flagship Global Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 26-4033740 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
50 Hill Crescent,Worcester Park, Surrey, England | KT4 8NA | |
| (Address of principal executive offices) | (Zip Code) | |
N/A
(Former name, former address and former fiscal year, if changed since last report)
Issuer's telephone number including area code: 020-8949-2259
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
| Title of each class | Name of each exchange on which registered | |||
| Common Stock, $.0001 | OTC Marketplace: FGCN |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (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.
[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 (§ 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).
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2017 was approximately $5,661,209 based on the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of April 17, 2018, there were approximately 43,611,250 shares of common stock and no shares of preferred stock issued and outstanding.
Note:If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
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FORWARD-LOOKING STATEMENTS
Subject to Section 21 E, of the Exchange Act, this Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.
When used in this Annual Report, the words “plan”, “believes,” “continues,” “expects,” “anticipates,” “estimates,” “intends”, “should,” “would,” “could,” or “may,” and similar expressions are intended to identify forward looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.
In this Annual Report on Form 10-K, “Flagship Global,” “the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Flagship Global Corporation, unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending December 31st. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.
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Flagship Global Corporation
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PART I
Our Company
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.
Flagship Global Corporation aims to become a substantial diversified holding company by looking for merger candidates and plans to provide financial backing to and make 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.
Company History
On May 11, 2016, Thomas DeNunzio, our control shareholder at the time of NL One Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Stansbridge Limited, (“Stansbridge”), a United Kingdom company. Pursuant to the Agreement, Mr. DeNunzio transferred to Stansbridge 40,501,000 post-split (324,008,000 (presplit)) shares of our common stock, which represented approximately 92.87% of our issued and outstanding shares.
On May 16, 2016, Mr. Jeffrey DeNunzio resigned as our Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, President, and Director. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On May 16, 2016, Mr. Paul Moody resigned as our Secretary. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On May 16, 2016, Mr. Gary Richard Brown was appointed as Chief Executive Officer, Chief Financial Officer, President, and Director.
On May 31, 2016, the Company’s Board of Directors and majority vote of shareholders approved a one-for-eight stock split of the Company’s issued and outstanding common stock, par value $.0001 per share and to change the name of the Company from “NL One Corporation” to “Flagship Global Corporation.” In addition, the board of directors and shareholders approved and voted to change our ticker symbol from NLLN to FGCN.
On June 27, 2016, we filed a Certificate of Amendment pursuant to NRS 78.385 and 78.390 to change our name with the Nevada Secretary of State from NL One Corporation to Flagship Global Corporation. The effective date of the name change is June 17, 2016.
On June 27, 2016, we filed a Certificate of Change pursuant to NRS 78.209 with Nevada Secretary of State in regards to the aforementioned 1:8 reverse stock split. The effective date of the split is June 17, 2016.
The total outstanding shares of the Company following the reverse stock split was 43,611,250 shares of common stock.
Following the reverse stock split Stansbridge Limited remained and still continues to remain our largest controlling shareholder.
On March 15, 2018, we entered into a material definitive agreement, (“Agreement”) with Stephen Moscicki and David Winduss to purchase a 57.5% majority interest in GEM Holdings Ltd. ("GEM"), a business currently mining high grade metallurgical coal in Virginia, USA and to establish a new Energy Division. As of filing date, the transaction has not been completed.
On March 22, 2018, Stephen Moscicki was appointed Chairman and Chief Executive Officer to establish a new Energy Division. The effective date that Mr. Moscicki will take office is upon completion of the Agreement. As of filing date, the transaction has not been completed.
On March 22, 2018, David Winduss was appointed Chief Financial Officer to establish a new Energy Division. The effective date that Mr. Winduss will take office is upon completion of the Agreement. As of filing date, the transaction has not been completed.
On March 22, 2018, James Wilson of Holman Fenwick Willan LLP ("HFW"), the international law firm was appointed as our advisors to assist with acquisitions in the process and to oversee all aspects of compliance responsibilities.
On March 22, 2018, The Company appointed Mike Willard of Willard Strategies to provide US based public relations and marketing support to the “Company”.
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General
The Company concluded on July 12, 2017 that it should revise its business plan to build on its experience and to develop a portfolio of businesses. The Company intends to identify growth opportunities and talented management and where it can raise capital to aid the development of those businesses. The Company believes its future is as a diversified conglomerate.
Look for fundamentals
Our approach, for our chosen industries, is to look for companies that have good earnings drivers, solid balance sheets and strong existing or likely cash-flow generation that allow them to pay and grow dividends. Ideally, they will also have long-term contracts with customers and suppliers and have solid management teams that can grow cash flows and dividends.
Company’s Role and oversight
The Company’s strategy involves locating and backing management teams within specific sectors who themselves have the expertise and proven business model to create attractive returns for us as acquirers and investors. The Company believes a conglomerate approach has a proven record of accomplishment in the private sector with many examples of large and diverse companies, while it has fallen out of fashion to a degree in the public sector.
Typically, acquisitions must meet certain key criteria: cash generative, accretive to our balance sheet and earnings enhancing. However up to 15% of our resources will also be deployed in supporting early stage riskier businesses that are highly scalable and have the potential to be global businesses. Initially the Company aims to acquire a portfolio of businesses in the healthcare, energy, real estate, and professional services sectors. Such a mix of businesses will provide both balance sheet strength and cash generation to acquire more businesses as well as to build surplus funds to distribute as dividends to shareholders.
Before acquiring a business, the management team will assemble an expert acquisition team supported by professional advisors.
The teams will be responsible for the identification of opportunities, the review of potential targets and the formation of an acquisition proposal and post-acquisition plan. The team will remain in place to review on a quarterly basis performance of the company post acquisition. To minimize risk to the Company, acquisitions in each chosen sector will be made through a special purpose acquisition vehicle wholly owned by the Company. Such a structure facilitates simple reporting as well as limits cross contamination of risk. The structure also allows for sector interests to grow organically and if appropriate to be floated separately, or sold to another company.
Risks applicable to all businesses include poor management and financial reporting as well as the lack of capital. In these instances, the Company shall establish from the outset a clear business plan for each operation as well as real time financial reporting. The Company will have an emphasis during due diligence to stress test all aspects of business and financial planning as well as rigorous competency testing of the management team concerned.
Whether operating in the retail or business to business market supply problems, product failure and third-party competition can all contribute to the failure of expectations to be achieved. Alongside financial reporting the company will require robust supply chain information, competition analyses and sufficient sales resources to deliver business targets.
Regulatory and legal risk are common to most sectors. The Company will require all operating companies to have in place robust procedures for dealing with unforeseen issues as well as day to day compliance including inter alia the environment, financial conduct, consumer rights and employment.
Sector specific targets
Healthcare & Technology
With an aging population healthcare therapy albeit drug or technology based is expected to be a fast-growing sector for the foreseeable future. Technology has become increasingly important to our lives and the Board believes it will continue to be so. The Company is particularly interested in the internet of things where hardware, consumer goods and the online digital world cross over. The Company hopes to assemble a world class advisory team to search out the best and most profitable opportunities across a broad range of applications but all with a strong proven scientific basis, strong intellectual and patent assets as well as enterprising and commercial management teams.
Energy
Primarily focused on the USA the Company believes the coal and onshore gas industry provides attractive undervalued investments following the change in direction under the new USA White House Administration. While the coal industry in the USA has suffered a serious decline in recent years the lifting of punitive regulation is likely to reinvigorate demand which is likely to continue to be reflected in the price of Met Coal. The Company has identified expertise in the industry to advise on opportunities and identify targets.
Property
The Company is interested in working with Local Government to develop under utilized land banks and where there is a shortage of supply of affordable housing. So far the company has identified a UK based team with international experience to advise on and identify potential opportunities to create long term returns for investors from this sector.
Professional Services
The Board of the Company believes that people based businesses primarily in the business to business arena with relatively low overheads, minimal capital requirements and good margins can provide attractive returns for investors. The Company believes such businesses can provide a valuable contribution to a mixed portfolio of cash generative businesses. Having analyzed published industry data the Company believes that given an increasingly affluent global population with increasing money to spend - coupled with the growth of the digital world - the financial services and creative industries are two areas of substantial opportunity, particularly where technology and services overlap. An expert team is being identified to look at potential acquisitions in these sectors.
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Government Regulation
The products we may develop will be medical devices, subject to extensive and rigorous regulation under the Federal Food, Drug and Cosmetic Act, or the FDCA, as implemented and enforced by the FDA, as well as the laws and regulations implemented and enforced by other federal, state and local regulatory bodies in the United States and comparable authorities in other countries. We may be required to file for and obtain either 510(k) clearance or a pre-market approval application for those products or indications. Pursuit of FDA approval may involve clinical trials, and can require large capital expenditures. Even if we do raise sufficient funds to pursue FDA approval, there is no guarantee that the FDA will ultimately approve our products. At this time we have no plans to raise such funds.
We may be required to submit a pre-market approval application to the FDA for review that is supported by extensive data, including technical, preclinical, clinical trials, manufacturing, and labeling to demonstrate to the FDA’s satisfaction the safety and effectiveness of the products we intend to sell. As the Company has limited resources, and is in a very early growth stage, we have not yet determined the scope of the FDA’s statutory and regulatory requirements for approval of the products we intend to sell in the future.
Employees
We currently have no employees with the exception of our Sole Officer and Director, Gary Richard Brown, whom does not receive any salary or have any formal employment agreement(s) with us. Mr. Brown works less than 20 hours per month on our business plan.
It should be noted that our Sole Officer and Director does not have any experience in the medical field and that any advancements to our technology will most likely require the implementation of medical professionals. We have no plans to hire such medical professionals at this time. We also do not have the funds to hire the necessary firms that could assist us in designing or creating physical prototypes of our technologies described above.
The following risk factors and other information included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely affected.
| 1. | Risks relating to the Company's Strategy |
Identifying and acquiring suitable target investment opportunities
The Company has not yet made any acquisitions and has no successful operating history upon which to evaluate its likely performance. The Company's ability to implement its acquisition strategy (as set out in this 10-K) will be limited by its ability to identify and acquire suitable acquisitions or investments. Suitable opportunities may not always be readily available. The Company's initial and future investments may be delayed or made at a relatively slow rate because,inter alia:
| · | the Company intends to conduct detailed due diligence prior to approving acquisitions; |
| · | the Company may conduct extensive negotiations in order to secure and facilitate an acquisition; |
| · | it may be necessary to establish certain structures in order to facilitate an acquisition; |
| · | competition from other investors, market conditions or other factors may mean that the Company cannot identify attractive acquisitions or such investments may not be available at the rate the Company currently anticipates; |
| · | the Company may be unable to raise bank finance on terms the Directors consider reasonable; and/or |
| · | the Company will need to raise further capital to make investments and/or fund the assets or businesses acquired, |
all of which may in turn have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
The Company cannot accurately predict how long it will take to deploy the capital available to it or at all. Precise timing will depend on, amongst other things, the availability of suitable direct acquisitions, due diligence, negotiations with counterparties and investment structuring conditions.
In addition, the Company may face significant competition in identifying and acquiring suitable acquisitions from other investors, including competitors who may have greater resources. Competition in the investment market may lead to prices for acquisitions, identified by the Company as suitable, being driven up through competing bids of potential purchasers. Accordingly, the existence and extent of such competition may have a material adverse effect on the Company's ability to acquire acquisitions at satisfactory prices and otherwise on satisfactory terms, thereby reducing the Company's potential profits.
Success of the strategy not guaranteed
The Company's level of profit will be reliant upon the performance of the assets acquired and the strategy (in both its current form and as amended from time to time). The success of the strategy depends on the Directors' ability to identify opportunities in accordance with the Company's objectives and to interpret market data correctly. No assurance can be given that the strategy to be followed will be successful under all or any market conditions, that the Company will be able to identify opportunities meeting the Company's criteria, that the Company will be able to invest its capital on attractive terms or that the Company will be able to generate positive returns for Shareholders. If the strategy is not successfully implemented, this may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Acceptability of Common Stock as consideration
Although it is the Company's intention, where appropriate, to use Common Stock to satisfy all or part of any consideration payable for acquisitions, vendors may not be prepared to accept these shares.
Potential loss on acquisition
The Company's strategy carries inherent risks and there can be no guarantee that any appreciation in the value of an investment or acquisition will occur or that the objectives of the Company will be achieved. For example (i) trading difficulties may occur following investment by the Company; or (ii) the Company may not be able to conduct a full investigation of the target prior to investment/ acquisition and adverse matters may only come to light after an investment has been made.
Further issues of Common Stock
It may be desirable for the Company to raise additional capital by way of further issues of Common Stock to enable the Company to progress through further stages of development. Any additional equity financing may be dilutive to Shareholders. There can be no assurance that such funding, if required, will be available to the Company.
Risk that the Company may change to a Rule 12b-2 shell status company
OTC Markets has placed a “Shell Risk” flag on the Company. The shell risk designation indicates that a company may be a Shell Company. This designation is made at OTC Markets’ discretion based on an analysis of the company’s key financial data. The Company plans to appeal the flag designation with OTC Markets. The Company believes that it is not a shell company pursuant to Rule 405 of the Act and Rule 12b-2 of the Securities Exchange Act. The Company has never been deemed a shell company since its inception October 17, 2007. We have a definitive business plan and more than nominal assets and operations including but not limited to our Agreement with Gem Holdings, Ltd. However, there is a risk that the Commission may deem us to be a shell company. The result of shell status would take away exemption from registration available from Rule 144, for the resales of our securities by our shareholders since Rule 144 would not be available to us until we met certain definitive conditions outlined in Rule 144.
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Borrowings
The Company may, from time to time, be required to raise capital (whether through the issue of debt or equity) to make acquisitions. There is no guarantee that the Company will be able to obtain financing on appropriate terms and conditions or at all. The companies in which the Company invests may also have borrowings or otherwise be geared or leveraged. Although such facilities may increase investment returns, they also create greater potential for loss. This includes the risk that the borrower will be unable to service the interest repayments, or comply with other requirements, rendering the debt repayable, and the risk that available capital will be insufficient to meet any such required repayments. There is also the risk that existing borrowings will not be able to be refinanced or that the terms of such refinancing will not be as favorable as the terms of existing borrowings. A number of factors (including changes in interest rates, conditions in the banking market and general economic conditions, which are beyond the Company's control) may make it difficult for the Company to obtain new financing on attractive terms or even at all. An inability to obtain such facilities may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Tax risks
The Company may purchase investments that will subject the Company to withholding taxes in various jurisdictions. In the event that withholding taxes are imposed with respect to any of the Company's investments, the effect will generally be to reduce the income received by the Company on such investments. Such withholding taxes may be imposed on income, gains, issue of securities or supporting documents, including the contracts governing the terms of any financial instrument and such taxes may be confiscatory in nature. As well as making acquisitions in developed markets, the Company may also make investments in jurisdictions where the tax regime is not fully developed or is not certain.
There can be no certainty that the current taxation regime in the United States or Europe or other overseas jurisdictions within which the Company may operate will remain in force or that the current levels of corporation taxation will remain unchanged. Any change in the tax status or tax legislation may have a material adverse effect on the financial position of the Company.
The Company's income may be reduced by exchange controls
The Company may from time-to-time purchase investments that will subject the Company to exchange controls in various jurisdictions. In the event that exchange controls are imposed with respect to any of the Company's investments, the effect will generally be to reduce the income received by the Company on such investments.
Currency and foreign exchange risks
The Company's business will be carried out in the future in currencies other than just the US Dollar. To the extent that there are fluctuations in exchange rates, this may have an impact on the figures consolidated in the Company's accounts, which could have a material impact on the Company's financial position or result of operations, as shown in the Company's accounts going forward.
The Company does not currently undertake foreign currency hedging transactions to mitigate potential foreign currency exposure but may do so in future. The Board cannot predict the effect of exchange rate fluctuations upon future operating results and there can be no assurance that exchange rate fluctuations will not have a material adverse effect on the business, operating results or financial condition of the Company.
Smaller capitalization companies
The Company may invest in smaller capitalization companies. As smaller companies do not have the financial strength, diversity and resources of larger companies, they may find it more difficult to operate in periods of economic slowdown or recession.
Below investment grade securities
The Company may invest in bonds or other fixed income securities, including high risk debt securities. These securities may be below investment grade and subject to uncertainties and exposure to adverse business, financial or market conditions which could lead to the issuer's inability to make timely interest and principal payments. The market values of these securities tend to be more sensitive to individual corporate developments and general economic conditions than do higher rated securities.
Unquoted securities
The Company may purchase unquoted securities. Such investments, by their nature, involve a higher degree of risk than quoted securities because unquoted securities may be more difficult to realize than quoted securities due to the potential greater difficulty in identifying willing purchasers of the unquoted securities.
Default and counterparty risk
A portion of the Company's assets may be invested in debt securities of private and governmental issuers, thus exposing the Company to the credit and political risk of the issuer. In addition, many of the markets in which the Company will affect its transactions are "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of exchange based markets. This exposes the Company to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem, thus causing the Company to suffer a loss.
Sanctions
The Company may not be able to achieve exposure in certain markets due to Office of Foreign Asset Control ("OFAC") and United Nations sanctions and other counterparty considerations. The Company may invest in countries that then later become subject to sanctions by the US and the Company cannot predict which countries those will be.
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| 2. | Risks Relating to Investing in Emerging Markets |
Acquisitions made in line with the Company's investing policy may include investments in companies or projects exposed to or operating in parts of the world where fair commercial law is less established and where markets can be volatile. The material risks, of which the Company is aware, include:
| · | dependence on exports and the corresponding importance of international trade; |
| · | potentially higher rates of inflation (including hyperinflation); |
| · | a potential risk of substantial deflation; |
| · | difficulty in bringing legal proceedings to enforce contractual rights and the risk of the fraudulent appropriation of investments; |
| · | the possibility of the imposition of withholding or other taxes on dividends, interest, capital gains or other income, limitations on the removal of funds or other assets of the Company, political changes, government regulation, social instability or diplomatic developments (including war) which could adversely affect the economies of such countries or the value of the Company's investments in those countries. |
Restrictions on foreign investment
Some countries prohibit or impose substantial restrictions on investments by foreign entities such as the Company. As illustrations, certain countries require governmental approval prior to investment by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit the investment by foreign persons in a company to only a specific class of securities which may have less advantageous terms than securities of the company available for purchase by nationals. Certain countries may restrict investment opportunities in issuers or industries deemed important to national interests. The manner in which foreign investors may invest in companies in certain countries, as well as limitations on such investments, may have an adverse impact on the operations of the Company. For example, the Company may be required in certain of such countries to invest initially through a local broker or other entity and then have the share purchases re-registered in the name of the Company. Re-registration may in some instances not be able to occur on a timely basis, resulting in a delay during which the Company may be denied certain of its rights as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may be instances where the Company places a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation to foreign investors has been filled, depriving the Company of the ability to make its desired investment at the time. Substantial limitations may exist in certain countries with respect to the Company's ability to repatriate investment income, capital or the proceeds of sales of securities by foreign investors. The Company could be adversely affected by delays in, or a refusal to grant any required governmental approval for repatriation of capital, as well as by the application to the Company of any restriction on investments.
Risks relating to the legal systems
The laws and regulations affecting the economies operating in the Middle East and in other emerging markets are less well established than those in the United States or Western Europe. The Company's potential future operations in those jurisdictions will be subject to the laws and regulations promulgated there. Laws and regulations may be supplemented or otherwise modified by undocumented practices, policies adopted and applied as law in a non-transparent way and the exercise of powers which have not been granted to the exerciser in accordance with the provisions of prevailing laws and regulations. Such practices, policies, and exercises of powers may not have been ruled upon by the courts or enacted by legislative bodies and they may be subject to change without notice. Accordingly the Company will adopt a Sanctions Compliance Policy (as amended from time to time) which will be implemented to assist the Company, its management, employees, service providers and investors to ensure strict compliance with the economic sanctions currently imposed on such sanctioned countries by the United States, United Nations (UN) and European Union (EU).
| 3. | Company Specific Risks |
Short operating history
The Company has a limited operating history upon which prospective investors may base an evaluation of the likely performance of the Company.
Expansion risk
The Company intends to pursue an aggressive growth strategy, subject to the availability of funding. Such a strategy brings with it certain risks and will place additional demand on the Company's management, financial and operational resources. If the Company is unable to manage its growth effectively, its business, operations or financial condition may deteriorate.
Competition in the markets in which the Company intends to operate is expected to increase in the future
Existing and potential competitors may have significantly greater financial, research and development, sales and marketing, personnel and other resources than the Company.
The UK is seeking to withdraw from the European Union on 29 March 2019 and the Company may make acquisitions in the UK.
| 4. | Risk Factors Relating to Investments |
Investments in private companies by the Company are subject to a number of risks
The Company may invest in or acquire privately held companies. These may (i) be highly leveraged and subject to significant debt service obligations, stringent operational and financial covenants and risks of default under financing and contractual arrangements, which may adversely affect their financial condition; (ii) have limited operating histories and smaller market shares than larger businesses making them more vulnerable to changes in market conditions or the activities of competitors; (iii) have limited financial resources; (iv) be more dependent on a limited number of management and operational personnel, increasing the impact of the loss of any one or more individuals; and (v) require additional capital. All or any of these factors may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Material facts or circumstances not revealed in the due diligence process
Prior to making or proposing any investment, the Company will undertake legal, financial and commercial due diligence on potential acquisitions or investments to a level considered reasonable and appropriate by the Company on a case by case basis. However, these efforts may not reveal all material facts or circumstances that would have a material adverse effect upon the value of the investment or acquisition. In undertaking due diligence, the Company will need to utilize its own resources and may be required to rely upon third parties to conduct certain aspects of the due diligence process. Further, the Company may not have the ability to review all documents relating to the investee company and assets. Any due diligence process involves subjective analysis and there can be no assurance that due diligence will reveal all material issues related to a potential investment. Any failure to reveal all material facts or circumstances relating to a potential investment may have a material adverse effect on the business, financial condition, results of operations and prospects of the Company.
Aborted investments
There can be no guarantee that the Company will successfully effect an acquisition or investment where there is an identified opportunity and, as a result, resources may be expended on investigative work and due diligence without the acquisition or investment being completed.
Difficulties integrating acquisitions
The success of an acquisition or investment will depend upon the ability of the Directors to integrate the investment in a timely and cost-effective manner. Any difficulties in the integration process may result in increased expense, loss of sales and a decline in profitability. The process of integration may require a disproportionate amount of time and attention of the Company's management, which may distract management's attention from its day-to-day responsibilities. In addition, any interruption or deterioration in service resulting from an investment may result in a customer's decision to stop dealing with the Company or a target. For these reasons the Company may not realize the anticipated benefits of an investment, either at all or in a timely manner. If that happens and the Company incurs significant costs, it could have a material adverse impact on the profits and the business of the Company. Similarly, getting added value for an investment may prove to be difficult and limit returns.
Joint ventures
The Company or a business it acquires or in which it invests may enter into joint ventures. There is a risk that a joint venture partner does not meet its obligations and the Company or a business in which it invests may therefore suffer additional costs or other losses. It is also possible that the interests of the Company or a business in which it invests and those of its joint venture partners are not aligned resulting in project delays or additional costs and losses. The Company may have minority interests in the companies, partnerships and ventures in which it invests and may be unable to exercise control over the operations of such companies.
| 5. | Risks Relating to the Common Stock |
Investment in shares traded on the OTC Markets Pink Sheets is perceived to involve a higher degree of risk and be less liquid than investment in companies whose shares are listed on the NASDAQ or NYSE. An investment in Common Stock may be difficult to realize. Prospective investors should be aware that the value of the Common Stock may go down as well as up and that the market price of the Common Stock may not reflect the underlying value of the Company. Investors may therefore realize less than, or lose all of, their investment.
Suitability
An investment in the Common Stock may not be suitable for all investors. Investors are accordingly advised to consult a FINRA registered financial adviser to advise on investments before making their decision.
Risks Related to Our Inventions
Our technologies are not fully developed
Our technologies are in the development stage, have not been tested, and have not been reduced into fully functioning prototypes. There is no guarantee that products based on our current technologies will be viable, or that we will be able to develop or acquire viable technologies.
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We must obtain governmental approvals or clearances before we can sell products based on our technologies
In order to market medical products in the United States we must first obtain US FDA approval. We currently have not begun the process of determining the scope of the US FDA’s statutory and regulatory requirements for approval of the products we intend to sell, and there is no guarantee that once we initiate the process of obtaining approval by the US FDA, that we will be able to obtain such approval. We also have not begun the process of determining the scope of regulation or obtaining approval by governmental agencies in other countries in which we may market our products. Failure to obtain such approvals will have a negative impact on our business plans. It should be noted however, at this time we have no tangible products to be sold.
We have not researched the availability of governmental and private reimbursement systems on our planned business
Governmental and private medical reimbursement systems play an important role in the health care field. Failure of a product to qualify for reimbursement may limit the usage or desirability of such product. Because our business is in the very early growth stage and we have very limited resources, we have not examined the effect of government or private reimbursement systems on our planned business, or the steps necessary to qualify our planned products for reimbursement. Failure to qualify our products for governmental and private reimbursement may have a material adverse effect on our business.
Impracticability of exhaustive investigation
Our lack of financial resources may make it impracticable to conduct a complete and exhaustive investigation and analysis of technologies before we commit our capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable.
Lack of diversification
Our lack of financial resources may prevent diversification of our technologies. The inability to diversify our activities into several unrelated areas may subject us to economic fluctuations within a particular business, industry or market segment, and therefore increase risks associated with our operations.
We cannot assure the safety or effectiveness of our future products
To obtain and maintain required regulatory approvals and secure the confidence of physicians and others whose acceptance is needed for our medical products, we will need to demonstrate that our products are safe and effective. We cannot assure that our products will be deemed safe and effective. Our planned products have not been developed, used or tested, therefore, we cannot predict their safety and effectiveness.
Our patent applications and proprietary rights may not provide us with significant competitive advantage
Our success may depend heavily on our ability to obtain and retain patent protection for our product candidates, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties. We may file patent applications in the US and in other countries. Claims in the pending patent applications may not issue as patents, and issued patents may not provide us with meaningful competitive advantages. In addition, challenges may be instituted against the validity or enforceability of any patent owned or licensed by us. Furthermore, others may independently develop similar or superior technologies, duplicate our technologies or design around the patented aspects of our technologies. Our inability to obtain and retain patent protection and to otherwise protect our intellectual property would be materially adverse to our business.
-10-
Even if we obtain patent protection, our proposed products may infringe on third party patents
Conducting an infringement analysis to determine if our proposed products will infringe on third party intellectual propertyrights is expensive, and we have not had the funds to pursue such infringement analyses. As a result we do not know if any of our proposed products would infringe upon prior or future patents owned by others. In the event that our products would infringe on third party intellectual property rights we may be forced to acquire licenses for technology potentially useful or necessary to our business. These licenses may not be available on terms acceptable to us, if at all. Moreover, patents issued to or licensed by us may be infringed by others. The cost of litigation involving patents, whether brought by or against us, can be substantial, and can result in adverse determinations to us, including declaration of our future patents as invalid. In the event that we are unable to secure necessary licenses from third parties, or in the event that we are forced to engage in patent litigation, we may be forced to abandon our business plan and cease operations.
We may not be able to compete successfully against our competitors
We are engaged in rapidly evolving and highly competitive fields. Competition from biotechnology companies, medical device manufacturers, electronics developers, and other competitors is intense. Academic institutions, hospitals, governmental agencies, and other public and private research organizations are also conducting research and seeking patent protection and may develop competing products or technologies on their own or through joint ventures. These and other competitors’ technological advances could render our products noncompetitive or obsolete. We may be unable to respond to technological advances through the development and introduction of new products. Moreover, many of our existing and potential competitors have substantially greater financial, marketing, sales, distribution, manufacturing and technological resources than our Company. These competitors may be in the process of seeking FDA or other regulatory approvals or clearances, or patent protection, for competitive products. Our competitors could, therefore, commercialize competing products in advance of our products.
We may rely on consultants for certain strategic activities, which results in less control over such activities
We may rely upon consultants and advisors to assist in formulating research and development strategies, testing and manufacturing, and marketing-related issues. We have less control over the activities of our consultants which may reflect negatively in the time and effort devoted to such activities. Consultants and advisors may be employed outside of our Company and may have commitments or consulting or advisory contracts with other entities that could conflict with their service to our Company.
We may be exposed to large product liability claims
Our business exposes us to potential liability risks that are inherent in the testing, manufacturing, and marketing of medical and other electronic and fiber optic products. The use of our proposed products in clinical trials may expose us to product liability claims and possible adverse publicity. These risks also exist with respect to our proposed products, if any, that receive regulatory approval for commercial sale. We do not have Product Liability Insurance coverage. Any product liability claim brought against us, with or without merit, could result in the increase in the inability to secure coverage in the future. A product liability or other judgment against our Company would have a material adverse effect upon our financial condition.
-11-
Lack of funds limit our ability to begin actual research and development to further our provisional patents.
We cannot begin actual research and development of a prototype until we receive the necessary funds to accomplish this goal. We have no source or anticipated source of any funds that will allow us to be able to fund the operations we set out to conduct in the future.
Our inability to fund our capital expenditure requirements may adversely affect our growth and profitability
Our success is dependent upon our ability to raise capital from outside sources. In the future we may be unable to obtain the necessary financing on a timely basis and on acceptable terms, and our failure to do so may adversely affect our financial position, competitive position, growth, and profitability. Our ability to obtain acceptable financing at any time may depend on a number of factors, including: our financial condition and results of operations, the condition of the economy, and conditions in relevant financial markets in the United States and elsewhere in the world.
There is doubt about our ability to continue as a going concern
Our auditor’s report expresses an opinion that considerable doubt exists as to whether we can continue as an ongoing business. Our sole officer and director, Gary Richard Brown, may be reluctant or unable to loan or advance additional capital to the Company. We believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plans. You may be investing in a company that will not have the funds necessary to continue to deploy its business strategies. As the Company has been issued an opinion by its auditors that substantial doubt exists as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.
Our sole officer and director Gary Richard Brown works on a part-time basis. As a result, we may be unable to develop our business and manage our public reporting requirements.
Our operations depend on the efforts of our sole officer and director Gary Richard Brown. Mr. Brown currently devotes approximately 15 hours per week each to our operations. Because of this, we may be unable to develop and manage our business. If we lose Gary Richard Brown the Company may, consequently, be forced to terminate operations and go out of business.
Risks related to our common stock
The market price for our common stock may be volatile
The market price for our common stock is likely to be highly volatile and subject to wide fluctuations in response to factors including the following: actual or anticipated fluctuations in our quarterly operating results, announcements of new products by us or our competitors, changes in financial estimates by securities analysts, announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments, additions or departures of key personnel, potential litigation, or conditions in the market. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
-12-
Shareholders could experience substantial dilution
We may seek funding through the issuance of convertible notes and warrants, private placements, convertible debentures, and other issuances of our capital stock. If we issue additional shares of our capital stock, our shareholders will experience dilution in their respective percentage ownership in the Company.
We have no present intention to pay dividends
We have never paid dividends or made other cash distributions on our common stock, and we do not expect to declare or pay any dividends in the foreseeable future. We intend to retain any future earnings for working capital and to finance current operations and expansion of our business.
A large portion of common stock is controlled by a single shareholder.
As of the date of this report approximately 83.77% of our common stock is held by a single shareholder. As a result our majority shareholder is able to substantially influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations.
Our board of directors can change the voting power of our common shares without shareholder approval.
Article X of our Company’s Bylaws permits our board of directors to amend our bylaws. The board of directors can change the voting power of our Company’s common shares without shareholder approval. This may cause you to lose some or all of your investment due to the fact that shareholders’ voting power can be changed or altered. This also means that the Company may face difficulty in acquiring future investments. It may also impact the personal ownership of shares as the voting power can be changed or altered at any time if designated by the Company’s board of Directors.
Our Common Stock’s small public float and lack of liquidity could adversely affect investors.
The ratios of ownership of our common stock reduce the public float and liquidity of our common stock. Because less than 50% of our common stock is in the public float, investors have limited ability to affect corporate decisions. Additionally, reduced liquidity can have a negative impact on the market price of our common stock and make it difficult or impossible for investors to sell their shares.
Our common stock is considered a "penny stock" and may be difficult to sell
Our shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing of monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of these additional sales practices could adversely affect your ability to dispose of our stock.
Item 1B. Unresolved Staff Comments.
None.
As of the date of this report we do not own any properties or pay any rent for the use of any properties. We utilize the home office space of our sole officer and director Gary Richard Brown.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
-13-
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
We are currently listed on the OTC Marketplace with the symbol FGCN.
Stockholders of Our Common Shares
As of December 31, 2017, we had 43,611,250 shares of our common stock issued and outstanding.
Recent Sales or issuances of Unregistered Securities
none.
Item 6. Selected Financial Data.
Not applicable because the Company is a smaller reporting company.
-14-
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Flagship Global Corporation aims to become a substantial diversified holding company by looking for merger candidates and plans to provide financial backing to and make 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 December 31, 2017 and we have generated no revenue to date. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to implement our plan of operations for the next twelve-month period, we require further funding. We have no plans for such funding.
We have been relying on funds provided to us by unaffiliated third parties and a related party to pay for our operating expenses. In the event that third parties, or anyone for that matter, is not willing to or able to advance or provide funds to the company, then we may be forced to suspend activities, cease operations altogether, and/or liquidate our assets as we will not have the necessary finances to carry on with our operations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
-15-
Item 8. Financial Statements and Supplementary Data.
Flagship Global Corporation
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
| Pages | ||
| Report of Independent Registered Public Accounting Firm | F2 | |
| Balance Sheets as of December 31, 2017 and 2016 | F3 | |
| Statements of Operations for the years ended December 31, 2017 and 2016 | F4 | |
| Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2017 and 2016 | F5 | |
| Statements of Cash Flows for the years ended December 31, 2017 and 2016 | F6 | |
| Notes to Financial Statements | F7-F9 |
-F1-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Flagship Global Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Flagship Global Corporation (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditor since 2014.
Houston, Texas
April 17, 2018
-F2-
Flagship Global Corporation | |||||||||
| Balance Sheets | |||||||||
| December 31, | December 31, | ||||||||
| 2017 | 2016 | ||||||||
| ASSETS | |||||||||
| Total Assets | $ | - | $ | - | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||
| CURRENT LIABILITIES: | |||||||||
| Accounts Payable | $ | 18,684 | $ | 18,684 | |||||
| Accrued Expenses | 10,625 | 4,805 | |||||||
| Due to Related Party | 3,500 | 3,500 | |||||||
| Short-term Borrowings | 36,071 | 3,865 | |||||||
| Total Liabilities | 68,880 | 30,854 | |||||||
| STOCKHOLDERS' DEFICIT: | |||||||||
| Preferred Stock ( $.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of December 31, 2017 and 2016) | - | - | |||||||
| Common Stock ($.0001 par value, 500,000,000 shares authorized, 43,611,250 shares issued and outstanding as of December 31, 2017 and 2016) (*) | 4,361 | 4,361 | |||||||
| Additional Paid in Capital (*) | 63,371 | 63,371 | |||||||
| Accumulated Deficit | (136,612) | (98,586) | |||||||
| Total Stockholders' Deficit | (68,880) | (30,854) | |||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | |||||
The accompanying notes to the financial statements are an integral part of these financial statements.
(*) 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 be 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.
-F3-
Flagship Global Corporation | |||||||
| Statements of Operations | |||||||
| For the Year | For the Year | ||||||
| Ended December 31, 2017 | Ended December 31, 2016 | ||||||
| Operating Expenses | |||||||
| General and Administrative Expenses | $ | 38,026 | $ | 17,683 | |||
| Total Operating Expenses | 38,026 | 17,683 | |||||
| Net Loss | $ | (38,026) | $ | (17,683) | |||
| 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 | |||||
The accompanying notes to the financial statements are an integral part of these financial statements.
(*) 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 be 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.
-F4-
Flagship Global Corporation
Statements of Changes in Stockholders’ Deficit
For the years ended December 31, 2017 and 2016
| Common Stock (*) | Par Value Common Stock (*) | Additional Paid-in Capital (*) | Accumulated Deficit | Total | |||||||
| Balances December 31, 2015 | 43,611,250 | $ | 4,361 | $ | 57,508 | $ | (80,903) | $ | (19,034) | ||
| Shareholders contributions | - | - | 5,863 | - | 5,863 | ||||||
| Net loss | - | - | - | (17,683) | (17,683) | ||||||
| Balances, December 31, 2016 | 43,611,250 | $ | 4,361 | $ | 63,371 | $ | (98,586) | $ | (30,854) | ||
| Net loss | - | - | - | (38,026) | (38,026) | ||||||
| Balances, December 31, 2017 | 43,611,250 | $ | 4,361 | $ | 63,371 | $ | (136,612) | $ | (68,880) | ||
The accompanying notes to the financial statements are an integral part of these financial statements.
(*) 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 be 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.
-F5-
Flagship Global Corporation | |||||||
| Statements of Cash Flows | |||||||
For the Year Ended December 31, 2017 | For the Year Ended December 31, 2016 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net loss | $ | (38,026) | $ | (17,683) | |||
| 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 | 38,026 | 8,320 | |||||
| Net cash provided by (used in) operating activities | - | - | |||||
| Net Change in Cash | - | - | |||||
| Cash at beginning of year: | $ | - | $ | - | |||
| Cash at end of year: | $ | - | $ | - | |||
| NON -CASH TRANSACTIONS: | |||||||
| Operating expenses paid by others | $ | 32,206 | $ | 3,865 | |||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
| Interest paid | $ | - | $ | - | |||
| Income taxes paid | $ | - | $ | - | |||
The accompanying notes to the financial statements are an integral part of these financial statements.
-F6-
FLAGSHIP GLOBAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2017
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.
On May 11, 2016, Thomas DeNunzio, the largest control shareholder at the time of NL One Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Stansbridge Limited, (“Stansbridge”), a United Kingdom company owned and controlled by Gary Richard Brown, our current director and sole officer. Pursuant to the Agreement, Mr. DeNunzio transferred to Stansbridge 40,501,000 post-split (324,008,000 presplit) shares of our common stock, which represents approximately 92.87% of our issued and outstanding shares.
On May 31, 2016, the Company’s Board of Directors and majority vote of shareholders approved a one-for-eight stock split of the Company’s issued and outstanding common stock, par value $.0001 per share and to change the name of the Company from “NL One Corporation” to “Flagship Global Corporation”. In addition, the board of directors and shareholders approved and voted to change our ticker symbol from NLLN to FGCN.
Effective as of June 17, 2016, the total outstanding shares of the Company following the reverse stock split is now 43,611,250 shares of common stock.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3) regarding the assumption that the Company is a “going concern”.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
COMMITMENTS AND CONTINGENCIES
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it
is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were neither commitments nor contingencies as of December 31, 2017 and December 31, 2016.
EARNINGS (LOSS) PER SHARE
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2017 and December 31, 2016.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities |
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
It is not, however, practical to determine the fair value of amounts with related parties and arrangement with related parties, if any, due to their related party nature.
RECLASSIFICATIONS
Certain amounts from prior year financial statements have been reclassified to conform to the current year presentation. This reclassification has resulted in no changes to the Company’s financial position or results of operations presented.
-F7-
INCOME TAXES
The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at December 31, 2017 and 2016.
RELATED PARTY TRANSACTIONS
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
SHARE-BASED EXPENSE
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
RECENTLY ISSUED ACCOUNTING- PRONOUNCEMENTS
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
-F8-
NOTE 3 - GOING CONCERN
The Company’s 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, has suffered recurring losses from operations and has a net capital deficiency. These conditions raise substantial doubt about the company’s ability to continue as a going concern. The 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.
NOTE 4 - INCOME TAXES
The Company is a Nevada corporation that is subject to U.S. corporate income tax on its taxable income at a rate of up to 34%. No provision for income taxes in the U.S. has been made as Flagship had no taxable income for the years ended December 31, 2017 or 2016.
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Section 382 of the Internal Revenue Code generally requires us to limit the amount of its income in future years that can be offset by historic losses, i.e. net operating loss (NOL) carryforwards and certain built-in losses, after a corporation has undergone an ownership change.
As of December 31, 2017, the Company has incurred net carryforward losses of $(105,212) resulting in a net operating loss for income tax purposes. NOLs begin expiring in 2027. The deferred tax asset has been off-set by an equal valuation allowance.
| Year Ended December 31, | |||||||
| 2017 | 2016 | ||||||
| Deferred tax asset, generated from net operating loss at statutory rates | $ | 22,094 | $ | 22,843 | |||
| Valuation allowance | (22,094) | (22,843) | |||||
| $ | — | $ | — | ||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate | 34% | 34.0 | % | ||
| Increase in valuation allowance | (34)% | (34.0 | %) | ||
| Effective income tax rate | 0.0% | 0.0 | % |
On December 22, 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law. The TCJA made substantial changes to U.S. tax law, including a reduction in the corporate tax rate from 35% to 21%, a limitation on deductibility of interest expense, a limitation on the use of net operating losses to offset future taxable income, the allowance of immediate expensing of capital expenditures, deemed repatriation of foreign earnings through a transition tax and significant changes to the taxation of foreign earnings going forward. These provisions are not effective until January 1, 2018. The carrying value of the Company’s deferred tax assets and valuation allowance are also determined by the enacted US corporate income tax rate. Consequently, any changes in the US corporate income tax rate will cause an impact the carrying value of the entity’s deferred tax assets and valuation allowance. Under new corporate income tax rate 21%, deferred income tax assets will decrease by $13,678 and valuation allowance will decrease by $13,678. As a result, the net effect of the tax reform enactment on financial statements will be $0.
NOTE 5 - STOCKHOLDERS’ EQUITY
Equity
On May 31, 2016, the Company’s Board of Directors and majority vote of shareholders approved a one-for-eight stock split of the Company’s issued and outstanding common stock, par value $.0001 per share. In addition, the board of directors and shareholders approved and voted to change our ticker symbol from NLLN to FGCN.
Effective as of June 17, 2016, the total outstanding shares of the Company following the reverse stock split is now 43,611,250 shares of common stock. All references to common stock shares amounts have been retroactively adjusted. The total number of the authorized shares of common stock after the effective date of the reverse split is 500,000,000 common shares with a par value of $0.0001 per share.
Contributed Capital
For the year ended December 31, 2016, there were capital contributions of $5,863 from Frontier Limited, LLC, a Company owned by our former majority shareholder, Thomas DeNunzio. These contributions were for accrued expenses previously incurred. These amounts had been recorded under additional paid-in capital as Frontier Limited LLC would not reclaim any repayment.
NOTE 6 - SHORT TERM BORROWINGS
For the year ended December 31, 2017, operating expenses in the amount of $32,206 were paid on behalf of the Company by four individuals. For the year ended December 31, 2016, operating expenses in the amount of $3,865 were paid on behalf of the Company by an individual. The total amount due to these individuals was $36,071 and $3,865 as of December 31, 2017 and 2016, respectively. These loans are noninterest bearing, unsecured, and due on demand.
NOTE 7 - RELATED PARTY TRANSACTIONS
For the years ended December 31, 2017 and 2016, Frontier Limited, LLC, a company owned by our former shareholder, Thomas DeNunzio, provided consulting services in the amount of $14,048 and $7,000, respectively. As of December 31, 2017 and 2016, the total amount due to Frontier Limited, LLC was $3,500 and $3,500, respectively.
For the year ended December 31, 2017, the Company utilized the home office space of the sole officer and director Gary Richard Brown at no charge.
Also see contributed capital in Note 5.
NOTE 8 - SUBSEQUENT EVENTS
On March 15, 2018, the Company signed an agreement regarding shares purchase of GEM Holdings Limited with Stephen Moscicki ("SM") and David Winduss ("DW"). The Company planned to issue 101,759,583 shares of common stock of Flagship to SM and DW to acquire an initial 57.5% majority interest of GEM Holdings Ltd. ("GEM"), a business currently mining high grade metallurgical coal in Virginia, USA. As of the filing date, the transaction has not been completed.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.
The matters involving internal controls and procedures that our management considered to be material weaknesses were: management is dominated by a single individual without adequate compensating controls, 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, lack of an audit committee, and lack of well-established procedures to identify, approve and report related party transactions. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above annual evaluation.
Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties 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.
Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 framework). Based on the assessment, management concluded that, as of December 31, 2017, the Company’s internal control over financial reporting is ineffective based on those criteria.
The Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
Changes in Internal Control
There have been no changes in internal controls over the financial reporting that occurred during the quarter ending December 31, 2017, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of the Company are provided below:
| Name | Age | Position | ||
| Gary Richard Brown | 46 | Chief Executive Officer, Chief Financial Officer, President, and Director |
Gary Richard Brown, Chief Executive Officer, Chief Financial Officer, President, and Director
Mr. Brown has 20 years of experience in the housing industry, from insurance and construction through to real estate and house cladding. He spent his early career working in the insurance industry specializing in pensions and life assurance as well as general insurance for both Legal and General (from 1987 to 1991) and Pearl Assurance (from 1992 to 1993). Mr. Brown joined his family's construction business, R. A. Brown Builders in 1993 where he was operations manager for three years before taking on the position of branch manager of Firestone Estate Agents, a position he held for eight years.
Between 2004 and 2007, Mr. Brown was a director at Trade imports UK Ltd, a company specializing in the importation of consumer goods. In 2012, Mr. Brown incorporated Complete Hygiene Ltd, a specialist cladding company that prides itself on supplying top quality anti-microbial PVC cladding to the UK market, of which Mr. Brown is a 50% shareholder and managing director.
Corporate governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Director and our executive officers have not been involved in or a party in any of the following events or actions during the past ten years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
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Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this report.
Item 11. Executive Compensation.
There are no formal written employment arrangements in place. We do not have any agreements or understandings that would change the terms of compensation during the course of a year.
No compensation of any kind has been paid to our current or past officers and or directors during our last two fiscal year ends.
The table below reflects compensation paid both to former and current executive officers and directors for the fiscal year ended December 31, 2016 and December 31, 2015.
Summary Compensation Table
| Name & Principal Position | Year Ended | Salary ($) | Bonus ($) | Other Annual Compensation ($) | Restricted Stock Awards (shares) | Restricted Stock Awards ($Value) | Securities Underlying Options/SARs ($) | LTIP Payouts ($) |
All Other Compensation ($) | Total Compensation ($) | ||||||||||||||||||||||||||
| Gary Richard Brown, Chief Executive Officer, Chief Financial Officer, President, and Director | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Jeffrey DeNunzio Former Chief Executive Officer, Chief Financial Officer, President, and Director | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| Paul Moody, Former Secretary | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
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Summary of Compensation
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have a formal employment or consulting agreement with any officers or Directors.
Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of December 31, 2017 the Company has 43,611,250 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned |
| Executive Officers and Directors | |||||
| Gary Richard Brown; 50 Hill Crescent Worchester Park Surrey, England, UK | 0 | 0% | n/a | n/a | 0% |
| 5% Shareholders | |||||
| Stansbridge Limited; Hill Crescent Worchester Park Surrey, England, UK | 36,534,738 | 83.77% | n/a | n/a | 83.77% |
* Stansbridge Limited is owned and controlled by our sole officer and director, Gary Richard Brown. Mr. Brown is our Chief Executive Officer, Chief Financial Officer, President, and Director.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Thomas DeNunzio, our former controlling shareholder, contributed capital through Frontier Limited LLC to the Company in the amount of $5,863 as of December 31, 2016.
On May 11, 2016, Thomas DeNunzio, the largest control shareholder at the time of NL One Corporation (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Stansbridge Limited, (“Stansbridge”), a United Kingdom company. Pursuant to the Agreement, Mr. DeNunzio transferred to Stansbridge 40,501,000 post-split (324,008,000 (presplit)) shares of our common stock, which represented approximately 92.87% of our issued and outstanding shares.
On May 16, 2016, Mr. Jeffrey DeNunzio resigned as our Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, President, and Director. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On May 16, 2016, Mr. Paul Moody resigned as our Secretary. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On May 16, 2016, Mr. Gary Richard Brown was appointed as Chief Executive Officer, Chief Financial Officer, President, and Director.
On May 31, 2016, the Company’s Board of Directors and majority vote of shareholders approved a one-for-eight stock split of the Company’s issued and outstanding common stock, par value $.0001 per share and to change the name of the Company from “NL One Corporation” to “Flagship Global Corporation.” In addition, the board of directors and shareholders approved and voted to change our ticker symbol from NLLN to FGCN.
On June 27, 2016, we filed a Certificate of Amendment pursuant to NRS 78.385 and 78.390 to change our name with the Nevada Secretary of State from NL One Corporation to Flagship Global Corporation. The effective date of the name change is June 17, 2016.
On June 27, 2016, we filed a Certificate of Change pursuant to NRS 78.209 with Nevada Secretary of State in regards to the aforementioned 1:8 reverse stock split. The effective date of the split is June 17, 2016.
The total outstanding shares of the Company following the reverse stock split was 43,611,250 shares of common stock.
Following the reverse stock split Stansbridge Limited remained (and still continues to remain) our controlling shareholder.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, and the Chief Executive Officer of the Company review the Company's internal accounting controls, practices and policies.
Item 14. Principal Accounting Fees and Services.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2017 | 2016 | |||||
| Audit fees | MaloneBailey, LLP | $ | 11,000 | $ | 8,500 | |
| All other fees | - | - | ||||
| Total | $ | 11,000 | $ | 8,500 |
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b) 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-K for the year ended December 31, 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) | |
| 99.3 | Non Invasive Glucose Tester (1) | |
| 99.4 | Thermal Detection of Intravenous Infiltration (1) | |
| 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. |
Pursuant to the requirements of Section 13 or 15(d) 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.
Flagship Global Corporation
(Registrant)
By:/s/ Gary Richard Brown
Gary Richard Brown,
Chief Executive Officer, Chief Financial Officer, President, and Director
Dated: April 17, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Flagship Global Corp in the capacities and on the dates indicated.
By:/s/ Gary Richard Brown
Gary Richard Brown,
Chief Executive Officer, Chief Financial Officer, President, and Director
Dated: April 17, 2018
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