UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of Earliest Event Reported): March 26, 2018
FLAGSHIP GLOBAL CORPORATION
(Exact name of Registrant
as specified in its charter)
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Nevada
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001-38030
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26-4033740
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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50 Hill
Crescent,Worcester Park,Surrey, England KT4 8NA
Telephone
Number: 020 8949 2259
(Address and Telephone
Number of Registrants Principal Executive Offices)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
-1-
Explanatory Note
This Amendment to Form 8-K
originally filed with the Commission on March 26, 2018 is filed solely to correct a clerical error in Item 5.02 Election of
Directors. The error occurred during the Edgarization process and was not discovered by the Registrant until today. The
last paragraph of Item 5.02 incorrectly stated that on January 22, 2018 the Board of Directors and Majority Shareholders
approved to appoint Phillip M. Nuciola as a Director, David Kim as an Independent Director and Youssef Hanine as an
Independent Director. However, none of the foregoing individuals were ever approved by the board or the Company’s
majority shareholders to act as an officer or director. In addition,
none of the foregoing individuals are or were ever affiliated with the Registrant in any manner. Other than correcting this
error, all other information included in the Original Report is unchanged.
Item 5.02
Election of
Directors.
Board Appointments
The
Company is pleased to announce the following appointments with
immediate effect. It is the Company’s belief that the new
Directors have the required mining industry expertise to assist the
Company to develop its mining operations. A brief biography of each
director’s relevant experience and appointments is described
below.
Biographical Information of our Newly Appointed
Directors:
Stephen Moscicki
Chairman and Chief Executive Officer (Age 60)
Stephen
has been in the mining industry for over 14 years in Alabama,
Kentucky and Tennessee, covering most aspects of mining including
strip, high wall and auger mining, working alongside his long-term
partner Ron Maples. Stephen has considerable experience and
expertise in the setting up of coal mines in the US and has
in-depth knowledge of coal sales and contracts.
In 2004
Stephen was asked to review the operations of GTM Energy (Garside,
Tinker and Maples), a mining operation in Alabama on behalf of the
leaseholder. The main result of this was that Stephen met Ron
Maples and they embarked on an extensive four-year prospect
drilling program to establish potential coal fields in Alabama,
Kentucky, Tennessee and Virginia. As a result of this Stephen has
extensive interests across those four states of economically
extractable coal in terms of leased coal acreage and bought coal
acres (fee simple). During this period he opened and developed a
Coal fines site located in Flatrock, Alabama and established the
existence of an estimated reserves of 36 million tons. He also
developed a sand and gravel pit known as Kilgore pit, in Lamar
County Hamilton Alabama. In 2011 he made a strategic acquisition of
a large Rail Yard with acreage in Northeast Alabama, with
warehousing hardstanding for the purpose of rail transport across
the US and docking ports for export of coals internationally. More
recently he re-opened a mine site in Blount County, Alabama and
operated the wash plant there.
In 2012
Stephen and Ron Maples performed some exploration drilling in
Virginia on the site of a group of mines in Virginia. Having been
offered the role of contractor to operate the mines Stephen
negotiated the sale and purchase of them instead.
Stephen
has held mining licenses for the states of Alabama and Kentucky. He
is also a certified medical technician.
Last
five years
Between
January 2016 and to date Stephen has been Chief Executive of GEM
Holdings Ltd a company established to own and bring into production
a series of mines in Virginia, Alabama, Kentucky and Tennessee.
Over the pervious twelve years Stephen has been engaged in
negotiating the acquisition and financing of the various mining
opportunities now owned by GEM but also other potential mine
acquisitions.
David Winduss
Chief Financial Officer (Aged 55)
In a
career that spans more than 25 years, David has been actively
involved in public and private company acquisitions, arranging
financing, and carrying out commercial negotiations. He has
extensive knowledge of financial control and corporate governance
in public companies. After qualifying as a Chartered Accountant
with Ernst and Young in 1987, he joined the finance department of
Hanson Plc following its takeover of Consolidated Goldfields. After
3 years at Hanson, he was appointed group financial controller of
Jacobs Holdings plc and was subsequently promoted to Director,
principally responsible for acquisitions. Over the next 12 years,
Jacobs, which was listed on the main market of the LSE, made
significant acquisitions in the shipping, property and automotive
sectors and was eventually taken over by Bidvest Plc, the South
African conglomerate in December 2001.
From
2002 to 2006 David served on the main board of directors for
Bidcorp Plc (listed on the Official List) as head of property
acquisition and disposal. After leaving Bidcorp, David helped
launch a new building materials business in the UK, Durisol UK
Limited, in 2007, and served as its Managing Director until May
2014 overseeing several rounds of fund raising.
Last
five years.
Since
2014 David has been working with Stephen Moscicki on various coal
related projects in the United States and in particular southern
Virginia. David has extensive acquisition and financing expertise
having previously worked at both Hanson Plc and Bidcorp Plc and he
brings that expertise to the Company. Between 2007 and 2014, David
was Managing Director of Durisol, a building materials business.
David oversaw all aspects of the company’s
operations.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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FLAGSHIP GLOBAL CORPORATION
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Dated: May 16, 2018
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By:
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/s/ Gary R. Brown
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Gary R. Brown
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President, Chief Executive Officer and Director
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