Attached files
| file | filename |
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| EX-2.1 - SHARE PURCHASE AGREEMENT - Flagship Global Corp | flagship_agreement.htm |
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): May 10,
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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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 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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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.
☐
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
2.01 Completion of Acquisition or Disposition of Assets.
On
May 10, 2018, Flagship Global Corporation, (the “Company”) completed an acquisition of 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 shareholders of GEM in consideration for the acquisition
of the initial 57.5% interest in GEM. A copy of the share purchase agreement is attached to this report as Exhibit 2.1
and is incorporated herein as reference.
Item
5.01 Changes in Control of Registrant.
Pursuant
to the completion of acquisition of GEM as described in Item 2.01 and referenced herein, a change in control occurred
whereas Steven Moscicki and David Winduss collectively own and control 70% of the issued and outstanding shares
of the Company’s common stock.
Item 9.01 Financial Statements
and Exhibits.
| Exhibit No. | Exhibit Title |
| 2.1 | Share Purchase Agreement |
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:
May 16, 2018