Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - Flagship Global Corp | exhibit321.htm |
| EX-31.1 - EXHIBIT 31.1 - Flagship Global Corp | exhibit311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
FLAGSHIP GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 333-165538 | 26-4033740 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
| incorporation) | Identification No.) |
50 Hill Crescent,
Worcester Park, Surrey, England KT4 8NA
(Address of principal executive offices)
Registrant’s telephone number, including area code 020 8949 2259
FORMERLY KNOWN AS “NL ONE CORPORATION”
Former Address: 780 Reservoir Avenue, #123 Cranston, RI 02910
(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 August 11 , 2016: 43,611,250 shares of common stock.
-1-
FLAGSHIP GLOBAL CORPORATION
(FORMERLY KNOWN AS NL ONE CORPORATION)
INDEX
PART I - FINANCIAL INFORMATION
-2-
| ITEM 1 FINANCIAL STATEMENTS |
flagship global CORPORATION
(Formerly known as NL ONE Corporation)
June 30, 2016 (unaudited) |
December 31, 2015 | |||||||
| ASSETS | ||||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 18,684 | $ | 18,684 | ||||
| Accrued expenses | 768 | 350 | ||||||
| Total Liabilities | 19,452 | 19,034 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock ($.0001 par value, 10,000,000 shares authorized; none issued and outstanding as of June 30, 2016 and December 31, 2015) | - | - | ||||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 43,611,250 shares issued and outstanding as of June 30, 2016 and December 31, 2015) | 4,361 | 4,361 | ||||||
| Additional paid-in capital | 62,871 | 57,508 | ||||||
| Accumulated deficit | (86,684) | (80,903) | ||||||
| Total Stockholders’ Deficit | (19,452) | (19,034) | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | ||||
See Accompanying Notes to Unaudited Financial Statements.
-F1-
flagship global CORPORATION
(formerly known as nl one corporation)
(UNAUDITED)
| Three Months Ended June 30, 2016 | Three Months Ended June 30, 2015 | Six Months Ended June 30, 2016 | Six Months Ended June 30, 2015 | |||||||
| Total Operating Expenses | ||||||||||
| Selling, General & Administrative Expenses | $ | 2,868 | $ | 5,000 | $ | 5,781 | $ | 10,330 | ||
| Total Operating Expenses | 2,868 | 5,000 | 5,781 | 10,330 | ||||||
| Net loss | $ | (2,868) | $ | (5,000) | $ | (5,781) | (10,330) | |||
| Net loss per common share- Basic and diluted | $ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
||
| Weighted average number of common shares outstanding- Basic and diluted | 43,611,250 | 43,611,250 | 43,611,250 |
43,611,250
|
See Accompanying Notes to Unaudited Financial Statements.
-F2-
flagship global CORPORATION
(foRmerly known as nl one corporation)
STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, 2016 |
For the Six Months Ended June 30, 2015 |
|||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (5,781) | $ | (10,330) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||
| Contribution of capital for expenses paid by former majority shareholder | 5,363 | 8,580 | ||||
| Changes in current assets and liabilities: | ||||||
| Accrued expenses | 418 | 1,750 | ||||
| Net cash used in operating activities | - | - | ||||
| Net change in cash | - | - | ||||
| Cash at beginning of period: | - | - | ||||
| Cash at end of period: | $ | - | $ | - | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||
| Interest paid | $ | - | $ | - | ||
| Income taxes paid | $ | - | $ | - |
See Accompanying Notes to Unaudited Financial Statements.
-F3-
flagship global CORPORATION
(formerly known as nl one corporation)
JUNE 30, 2016
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Formerly known as Nevada Legacy Enterprises Corporation, NL One Corporation (the “Company”) was incorporated on October 17, 2007 in the State of Nevada.
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 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. Our controlling shareholder, Stansbridge Limited now owns approximately 40,501,000 shares of our common stock. Stansbridge Limited is owned and controlled by our sole officer and director, Gary Richard Brown. 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.
The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America. The Company’s fiscal year end is December 31.
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 June 30, 2016, and the results of operations and cash flows for the six month periods ended June 30, 2016 and 2015. 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, 2016. 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, 2015.
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.
NOTE 3 - RELATED PARTY TRANSACTIONS
Contributed Capital
For the six months ended June 30, 2016 there were capital contributions of $5,363 from our former majority shareholder, Thomas DeNunzio. These contributions were for expenses paid by the former majority shareholder on behalf of the Company.
-F4-
| ITEM 2 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
RESULTS OF OPERATIONS
For the six months ended June 30, 2016 we had a net loss of $5,781 which is $4,549 less when compared to our net loss of $10,330 for the six months ended June 30, 2015. We attribute this decrease to a decrease in operating expenses of which are comprised mostly of professional fees.
PLAN OF OPERATION
Our cash balance is $0 as of June 30, 2016. 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 the CEO, President or sole Director as of June 30, 2016.
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 June 30, 2016 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 June 30, 2016 and December 31, 2015.
-3-
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
CRITICAL ACCOUNTING POLICIES
We prepare our unaudited interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the interim financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our interim financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
| ITEM 3 |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 4 | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2016. 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 June 30, 2016, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
PART II-OTHER INFORMATION
| ITEM 1 LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A RISK FACTORS |
As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During the period between our previous fiscal year-end of December 31, 2015 through the date of this filing there have been no unregistered sales of securities.
| ITEM 3 DEFAULTS UPON SENIOR SECURITIES |
None.
-4-
| ITEM 4 MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 OTHER INFORMATION |
None.
| ITEM 6 EXHIBITS |
| (a) Exhibits required by Item 601 of Regulation S-K. |
|
Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws. (1) | |
| 31.1 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended March 31, 2016. (2) | |
| 32.1 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
____________________
| (1) |
Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on April 29, 2015, and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) |
Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Flagship Global Corporation
(Registrant)
By: /s/ Gary Richard Brown
Principal Executive Officer
Dated: August 11, 2016
-5-