8-K 1 flagship_8k72418.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or OR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~ ~~(Date~~the ofSecurities ~~earliest~~Exchange Act ~~event~~of ~~reported):~~1934 ~~May 10, 2018~~

~~FLAGSHIP~~Date ~~GLOBAL~~of ~~CORPORATION~~Report (~~Exact name~~ Date of ~~registrant~~earliest asevent ~~specified~~reported): inJuly ~~its~~17, ~~charter)~~2018

Nevada		001-38030		26-4033740
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

FLAGSHIP GLOBAL CORPORATION

~~50 Hill Crescent Worcester Park, Surrey, England KT4 8NA~~ (~~address~~Exact name of ~~principal~~Registrant as ~~executive~~specified ~~offices)~~in ~~(zip~~its ~~code~~charter)

020 8949 2259 (registrant’s telephone number, including area code)


Nevada	000-38030	26-4033740
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	50 Hill Crescent Worcester Park, Surrey England KT4 8NA
	(Address of principal executive offices)	(Zip Code)

Registrant’s ~~Check the~~Telephone ~~appropriate~~Number, ~~box~~including ~~below~~area ifcode: ~~the~~020 ~~Form~~8949 ~~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):~~2259

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Not Applicable

~~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~~Former ofname, ~~this chapter) or Rule~~former ~~12b-2~~address ofand ~~the~~former ~~Securities~~fiscal ~~Exchange~~year, ~~Act~~if ofchanged ~~1934~~since ~~(§240.12b-2~~last ~~of this chapter~~report).

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.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ~~checkmark~~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. ☐

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 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On The ~~May~~Company ~~10,~~is ~~2018,~~pleased ~~Flagship~~to ~~Global~~announce ~~Corporation,~~that ~~(the~~its ~~“Company”)~~subsidiary, ~~completed~~Cobalt anCoal ~~acquisition~~LLC of(Cobalt) ~~57.5%~~has ~~majority~~reached ~~interest~~agreement ~~in GEM~~with ~~Holdings~~the ~~Ltd.,~~Steinman Corporation ("~~GEM~~Steinman"), ato ~~business~~acquire ~~currently~~full ~~mining~~ownership ~~high~~of ~~grade~~the ~~metallurgical~~mineral ~~coal~~rights inrelating ~~Virginia,~~to ~~USA.~~its ~~The~~current ~~Company has~~coal ~~agreed~~mining toleases ~~issue~~in ~~101~~Dickenson County,~~759,583~~ ~~new~~Virginia. ~~shares~~Cobalt ofis ~~common~~a ~~stock~~member ~~to the shareholders~~ of ~~GEM~~Clinchco inMet ~~consideration~~Coal ~~for~~Corporation ~~the~~(Clinchco) ~~acquisition of~~which ~~the~~in ~~initial~~turn ~~57.5~~is 90% ~~interest~~owned inby ~~GEM. A~~Gem ~~copy~~Holdings ofUS Corporation ~~the~~(Gem ~~share~~US) ~~purchase~~a ~~agreement~~100% issubsidiary ~~attached~~of toGem ~~this~~Holdings ~~report~~Limited. asFlagship ~~Exhibit~~owns 257.~~1 and~~5% isof ~~incorporated~~Gem ~~herein~~Holdings ~~as reference~~Limited.

Item 5 7.01 ~~Changes~~Regulation inFD ~~Control of Registrant~~Disclosure.

~~Pursuant~~On toJuly ~~the~~17, ~~completion~~2018, ofFlagship ~~acquisition~~Global ofCorporation ~~GEM~~(the as“Company”) ~~described~~issued ina ~~Item~~news ~~2.01~~release ~~and~~regarding ~~referenced~~the ~~herein,~~mineral arights ~~change in control occurred~~acquisition ~~whereas~~on ~~Steven~~its ~~Moscicki~~website ~~and~~at ~~David~~www.flagshipglobalcorp.com. ~~Winduss~~A ~~collectively~~copy ~~own and control 70%~~ of the ~~issued~~news ~~and~~release ~~outstanding~~is ~~shares of~~attached ~~the~~hereto ~~Company’s~~as ~~common~~Exhibit ~~stock~~99. 1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit Title
2.1	Share Purchase Agreement

(d) Exhibits

SIGNATURES

Exhibit No.	Description
99.1	News Release dated July 17, 2018

~~Pursuant to~~SIGNATURES ~~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.~~

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 ~~Flagship~~hereunto ~~Global~~duly ~~Corporation~~authorized.

(Registrant)

By: /s/ Gary Richard Brown

Gary Richard Brown,

Chief Executive Officer, Chief Financial Officer, President, and Director

Dated: May 16, 2018

FLAGSHIP GLOBAL CORPORATION

Date: July 26, 2018

/s/ Gary Richard Brown

Gary Richard Brown

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