Quarterly Report (10-q)
May 18 2017 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
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FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2017
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
FLAGSHIP GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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333-165538
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26-4033740
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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50 Hill Crescent,
Worcester Park, Surrey, England KT4
8NA
(Address of principal executive offices)
Registrant’s telephone number, including area code
020 8949 2259
N/A
(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 3 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 3 months (or for such shorter period that
the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated
filer [ ] 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
State the number of shares outstanding of each of
the issuer’s classes of common equity, as of May 18, 2017: 43,611,250 shares of common stock.
-1-
Table of Contents
TABLE
OF CONTENTS
FLAGSHIP GLOBAL
CORPORATION
INDEX
PART I
- FINANCIAL INFORMATION
-2-
Table of Contents
ITEM 1 FINANCIAL STATEMENTS
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Flagship
Global Corporation
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Balance Sheets
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March 31,
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December 31,
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2017
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2016
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(Unaudited)
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ASSETS
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Total Assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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CURRENT LIABILITIES:
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Accounts Payable
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$
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18,684
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$
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18,684
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Accrued Expenses
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3,600
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8,305
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Due to Related Party
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3,500
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-
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Short-term Borrowings
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13,535
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3,865
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Total Liabilities
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39,319
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30,854
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STOCKHOLDERS' DEFICIT:
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Preferred Stock ( $.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016)
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-
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-
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Common Stock ($.0001 par value, 500,000,000 shares authorized, 43,611,250 shares issued and outstanding as of March 31, 2017 and December 31, 2016)
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4,361
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4,361
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Additional Paid in Capital
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63,371
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63,371
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Accumulated Deficit
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(107,051)
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(98,586)
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Total Stockholders' Deficit
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(39,319)
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(30,854)
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TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
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$
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-
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$
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-
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The accompanying notes are an integral
part of these unaudited financial statements.
-F1-
Table of Contents
flagship
global CORPORATION
STATEMENTS
OF OPERATIONS
(Unaudited)
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For the three months
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For the three months
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Ended March 31, 2017
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Ended March 31, 2016
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Operating Expenses
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General and Administrative Expenses
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$
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8,465
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$
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2,913
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Total operating expenses
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8,465
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2,913
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Net loss
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$
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(8,465)
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$
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(2,913)
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Basic and diluted net loss per common share
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$
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(0.00)
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$
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(0.00)
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Weighted average number of common shares outstanding, basic and diluted (*)
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43,611,250
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43,611,250
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(*) On May 31, 2016, the Company approved the
reverse stock split, whereby every eight (8) shares of the common stock was automatically reclassified and changed into one (1)
share (the "1-for-8 Reverse Stock Split"), which is effective June 17, 2016. The authorized number of shares and par value per
share were not affected by the 1-for-8 Reverse Stock Split. The Company's capital accounts have been retroactively restated to
reflect the 1-for-8 Reverse Stock Split.
The accompanying
notes are an integral part of these unaudited financial statements.
-F2-
Table of Contents
flagship
global CORPORATION
STATEMENTS
OF CASH FLOWS
(Unaudited)
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For the three
months
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For the three months
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ended March 31, 2017
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ended March 31, 2016
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(8,465
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)
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$
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(2,913
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Capital contribution for expenses paid by former majority shareholder
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-
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3,013
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Changes in current assets and liabilities:
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Due to related party
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$
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3,500
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Accrued expenses
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4,965
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(100)
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Net cash provided by (used in) operating activities
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-
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-
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Net Change in Cash
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-
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-
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Cash at beginning of period:
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$
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-
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$
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-
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Cash at end of period:
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$
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-
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$
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-
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NON-CASH TRANSACTIONS:
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Operating expenses paid by others
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$
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9,670
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$
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-
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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Interest paid
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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The accompanying
notes are an integral part of these unaudited financial statements.
-F3-
Table of Contents
flagship
global CORPORATION
NOTES
TO FINANCIAL STATEMENTS
MARCH
31,
2017
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Flagship Global Corporation was incorporated
in the State of Nevada, United States of America, on October 17, 2007 under the name Nevada Legacy Enterprises Corporation. Our
fiscal year end is December 31. On February 4, 2010, we changed our name to NL One Corporation. On June 27, 2016, we changed our
name to Flagship Global Corporation.
The accompanying unaudited interim financial statements of the Company have
been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the
instructions to Form 10-Q and Regulation SX. In the opinion of the management of the Company, all adjustments, which are of a normal
recurring nature, necessary for a fair statement of the financial position as of March 31, 2017, and the results of operations
and cash flows for the three month periods ended March 31, 2017 and 2016. Results for the interim periods presented are not necessarily
indicative of the results that might be expected for the entire fiscal year ending December 31, 2017. When used in these notes,
the terms "Company", "we", "us" or "our" mean the Company. Certain information and note disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted
from these interim financial statements pursuant to such accounting principles and, accordingly, they do not include all the information
and notes necessary for comprehensive interim financial statements and should be read in conjunction with our audited financial
statements for the year ended December 31, 2016.
NOTE 2 - GOING CONCERN
The Company's interim unaudited financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to
cover its operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source
of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations.
If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient
to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities
through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
NOTE 3 - SHORT TERM BORROWING
For the three months ended March 31, 2017, $9,670 in expenses were paid on
behalf of the Company by four individuals. For the year ended December 31, 2016, $3,865 in expenses were paid on behalf of the
Company by an individual. The total due to these individuals is $13,535 and these loans are noninterest bearing, unsecured, and
due on demand.
NOTE 4 - RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2017, Frontier Limited, LLC , a company
owned by our former shareholder, Thomas DeNunzio, provided consulting services in the amount of $7,000 for the Company. As of
March 31, 2017, the total amount due to Frontier Limited, LLC is $3,500.
-F4-
Table of Contents
ITEM 2
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS
For the three months ended March 31, 2017, we had
a net loss of $8,465 which is $5,552 more when compared to our net loss of $ 2,913 for the three months ended March 31, 2016. We
attribute this increase to an increase in operating expenses of which are comprised mostly of professional fees.
PLAN OF OPERATION
We own two inventions that may be used
to develop fiber optic and electronic technologies to monitor a health care patient’s blood glucose levels, and for monitoring
intravenous injection sites for infiltration of medication into tissue surrounding an intravenous injection site. As of the date
of this Form 10-Q, development of our technologies into viable working products has not begun. Our cash balance is $0 as of March
31, 2017. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We
may utilize funds from our President and CEO as well as our majority shareholder, who has informally agreed to contribute funds
to allow us to pay for filing fees, and professional fees for no further consideration. The President, CEO and sole Director,
however, have no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. The Company has no
debt payable to our CEO as of March 31, 2017.
In order to achieve our business plan
goals, we will need to obtain additional funding. We are a growth stage company and have generated no revenue to date. At the present
time, we have not made any arrangements to raise additional funds.
If we need additional cash and cannot
raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.
LIQUIDITY
We have no known demands or commitments
and are not aware of any events or uncertainties as of March 31, 2017 that will result in or that are reasonably likely to materially
increase or decrease our current liquidity.
CAPITAL RESOURCES
We had no material commitments for capital
expenditures as of March 31, 2017 and December 31, 2016.
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Table of Contents
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
CRITICAL ACCOUNTING POLICIES
We prepare our unaudited interim financial
statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates
and judgments on historical experience, current trends and other factors that management believes to be important at the time the
interim financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain,
materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we
review our critical accounting policies and how they are applied in the preparation of our interim financial statements.
While we believe that the historical
experience, current trends and other factors considered support the preparation of our financial statements in conformity with
GAAP, actual results could differ from our estimates and such differences could be material.
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ITEM 3
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this
Item.
ITEM 4
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CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and
Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2017. Based on
that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures
as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in
reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal
Financial Officer, as appropriate, to allow timely decisions regarding disclosure.
Material weaknesses noted were: lack
of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with
control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated
by a single individual/small group without adequate compensating controls.
Management believes that the material
weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning
audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our
financial statements in future periods.
Changes in Internal Controls over Financial Reporting
There have been no significant
changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended March
31, 2017 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
PART II-OTHER INFORMATION
There are no legal proceedings
against the Company and the Company is unaware of such proceedings contemplated against it.
As a “smaller reporting
company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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During the period between our previous fiscal year-end
of December 31, 2016 through the date of this filing there have been no unregistered sales of securities.
ITEM 3
DEFAULTS UPON SENIOR SECURITIES
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None.
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Table of Contents
ITEM 4 MINE SAFETY DISCLOSURES
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Not applicable.
None.
(a) Exhibits required by Item 601 of Regulation S-K.
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation (1)
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3.2
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By-laws. (1)
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31.1
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Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended March 31, 2017. (2)
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32.1
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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)
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101.INS
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XBRL Instance Document (3)
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101.SCH
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XBRL Taxonomy Extension Schema (3)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase (3)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase (3)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase (3)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase (3)
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____________________
(1)
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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.
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(2)
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Filed herewith.
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(3)
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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.
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SIGNATURES
In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Flagship Global Corporation
(Registrant)
By:
/s/ Gary R. Brown
Principal Executive Officer
Dated: May 18, 2017
-5-
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