UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 23,
2018
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FLAGSHIP GLOBAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-38030
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001-38030
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(state
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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50 Hill Crescent
Worcester Park, Surrey, England KT4 8NA
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(address
of principal executive offices)
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(zip
code)
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020 8949 2259
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(registrant’s
telephone number, including area code)
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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 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 checkmark 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.
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FORWARD LOOKING STATEMENTS
This
document contains forward-looking statements that involve risks and
uncertainties. We use words, such as “anticipate”,
“believe”, “plan”, “expect”,
“future”, “intend”, and similar expressions
to identify such forward-looking statements. Investors should be
aware that all forward-looking statements contained within this
filing are good faith estimates of management as of the date of
this filing. Certain of the statements included in this
Current Report on Form 8-K constitute “forward-looking
statements” intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform
Act of 1995. In particular, they include statements relating to
future actions and strategies of the Company. These forward-looking
statements are based on current expectations and projections about
future events. Readers are cautioned that forward-looking
statements are not guarantees of future operating and financial
performance or results and involve substantial risks and
uncertainties that cannot be predicted or quantified, and,
consequently, the actual performance of the Company may differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not
limited to, factors described from time to time in the
Company’s reports filed with the SEC.
Item 1.01 Entry into a
Material Definitive Agreement.
Further
to the Company's plan to develop into a diversified international
conglomerate, announced on July 12, 2017, the Company is pleased to
announce its first substantial acquisition and the establishment of
its Energy Division.
The
Company has agreed to acquire an initial 57.5% majority interest in
GEM Holdings Ltd ["GEM"], a business currently mining high grade
metallurgical coal in Virginia, USA. The Company has agreed to
issue 101,759,583 new shares of common stock to the vendors in
consideration for the acquisition of the initial 57.5% interest in
GEM.
Gem has
a 90% interest in 2 coal leases in Dickenson County Virginia which
were the subject of a Technical report dated December 21, 2016
prepared in accordance with technical instrument NI 43 101.
The report summarizes the coal resources covered by the two
leases as 119.3 million tons of Measured and Indicated and 127.6
million tons of Inferred Resource.
From
December 1, 2017 to March 15, 2018, Gem has mined and sold 57,558
clean tons of coal at an average sales price of $114.36. Total
production cost per ton is currently approximately $75 including
all extraction costs, variable costs and central overheads. Costs
are expected to reduce as economies of scale impact on the mining
operation. It is the Company’s objective to increase monthly
production to more than 45,000 tons of clean coal per month by the
final quarter of 2018 from this particular mine.
The
acquisition of a majority interest in GEM is intended to be the
first of a series of acquisitions intended to turn the Company's
Energy Division into a significant coal, shale gas, and oil
producing business. The Company is currently involved in
negotiations to acquire other producing assets in these sectors,
and expects to be able to report further in this respect in the
near future.
Furthermore,
it is the intention of the Company to acquire complimentary
strategic assets in order to enhance and maximize the profitability
of this Division. To this end, the Company is negotiating to
acquire a railyard and related warehousing and substantial
quantities of coal fines in the vicinity of the rail yard. It is
intended to blend significant quantities of the Company's
metallurgical coal production with the coal fines in order to
maximize profitability per ton. The Company intends, inter alia, to
establish a dry wash plant capacity in order to further increase
profitability per ton.
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.
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.
8.01 Other
Events.
On
March 22, 2018, Flagship Global Corporation (the
“Company”) posted a copy of this Form 8-K as a press
release to its website at www.flagshipglobalcorp.com in which
Management discusses the Company’s first acquisition and new
Board Appointments.
Appointment of Advisers
In
addition to the Board appointments we are pleased to appoint James
Wilson of Holman Fenwick Willan LLP ("HFW"), the international law
firm, to assist with acquisitions and to oversee all aspects of
compliance responsibilities. HFW will review, verify, and approve
the contents of all news and public communications issued by the
Company as the Company moves into its next stage of development.
HFW will be tasked with ensuring that each communication accurately
and fairly reflects the Company's progress and to oversee all
aspects of the Company's compliance responsibilities.
Mr
Wilson is a partner based in the London office of HFW and
specialises in corporate finance transactions, M&A and other
corporate and commercial arrangements across a broad range of
sectors. He has extensive experience in public and private equity
fundraisings, stock exchange listings, acquisitions and disposals,
JVs and strategic partnerships and corporate reorganizations and
restructurings. Mr. Wilson is ranked as a leading lawyer by
Chambers & Partners 2016 and his experience includes advising
Fortune Oil plc on the disposal of its natural gas business to
China Gas for $400 million and the transfer of its listing category
on the main market of the London Stock Exchange; advising Gemfields
plc on the acquisition of Fabergé for $142 million; advising
the placement agents and underwriters on a secondary placing by
African Minerals Limited on AIM, raising $300 million, and a
subsequent and associated placement of debt and equity of $400
million; advising Proximagen Group plc on its £356 million
recommended takeover by way of a scheme of arrangement by
Upsher-Smith Laboratories; and advising on the recent IPOs of
Elegant Hotels Group plc, Everyman Media Group plc, Comptoir Group
plc, Filta Group Holdings plc and Angling Direct plc.
The
Company has also appointed Mike Willard of Willard Strategies to
provide US based public relations and marketing support to the
Company. The Willard team has advised and worked with four European
prime ministers, numerous political candidates and CEOs in Europe
and the US, the former leader of the United States Senate, Robert
C. Byrd. The Willard team has worked at the CEO level with
multi-national clients around the world, including Kraft, Nestle,
Danone, Philip Morris, Astellas, Eli Lilly, Royal Dutch Shell,
British Petroleum, Telenor (Norway), Lafarge, Unilever, Systems
Capital Management, Monsanto and many others. Mike is the author of
six books on marketing, public relations and career advice and five
novels. He is the co-chairperson, with Olga, of the Willard Round
Table, a nearly 20 year institution in Eastern Europe which brings
together CEOs, government officials and the media for focused
discussions on current issues. A former managing director for the
worldwide public relations company Burson-Marsteller in Eastern
Europe, he is a former journalist and magazine publisher. He has
owned, with his wife Olga, communications companies in Kyiv, Moscow
and Istanbul for the last twenty years.
Additional
appointments will be made in due course and a full list of the
Company's directors and advisers can be found on the Flagship
website at www.flaghipglobalcorp.com
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.
Flagship Global Corporation
(Registrant)
By:
/s/ Gary Richard
Brown
Gary
Richard Brown,
Chief
Executive Officer, Chief Financial Officer, President, and
Director
Dated:
March 23, 2018