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CSJT Changsheng International

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period endedMarch 31, 2020

 

or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number333-156254

 

Anchorage International Holdings Corp.

 

(Exact name of registrant as specified in its charter)

 

Delaware 26-0884454
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)

 

3445 Lawrence Avenue Oceanside, NY 11572 11572
(Address of principal executive offices) (Zip Code)

 

+1 (646) 768-8417
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 last 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 938,980,000 shares as of April 29, 2020.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
   
Item 1.Financial Statements1
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations9
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk12
   
Item 4.Controls and Procedures12
   
PART II - OTHER INFORMATION13
  
Item 1.Legal Proceedings13
   
Item 1A.Risk Factors13
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13
   
Item 3.Defaults Upon Senior Securities13
   
Item 4.Mine Safety Disclosures13
   
Item 5.Other Information13
   
Item 6.Exhibits13
   
SIGNATURES14

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INDEX TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS

 

PERIOD ENDED MARCH 31, 2020

 

TABLE OF CONTENTS

 

Balance Sheets2
  
Statements of Operations  3
  
Statements of Stockholders’ Equity4
  
Statements of Cash Flows5
  
Notes to Financial Statements6

 

1

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(Unaudited) Balance Sheets

  March 31,  June 30, 
  2020  2019 
       
ASSETS      
Current assets:      
Total assets $-  $- 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $71,578   73,828 
Loans payable-related party  7,849     
Loans payable-former related party  114,630   114,630 
Total current liabilities  194,057   188,458 
Total liabilities        
         
Commitments and contingencies  -   - 
         
Stockholders’ Equity:        
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2020, and June 30, 2019  -   - 
Common stock, $0.00001 par value, 2,000,000,000 shares authorized;  938,880,000 issued and outstanding as of March 31, 2020 and June 30, 2019, respectively  9,388   9,388 
Additional paid-in capital  376,985   376,985 
Retained earnings deficit  (580,430)  (574,831)
Total stockholders’ equity(deficit)  (194,057)  (188,458)
Total liabilities and equity $-  $- 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

2

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(Unaudited) Statements of Operations

 

  Three months  Three months  Nine months  Nine months 
  ended  ended  ended  ended 
  March  March  March  March 
  2020  2019  2020  2019 
             
Operating expenses:            
General and administrative expense $5,364  $750  $5,599  $750 
Total operating expenses  5,364   750   5,599   750 
Income loss from operations  (5,364)  (750)  (5,599)  (750)
Other income (expense)  -       -     
Total other income (expense)  -       -     
Net loss $(5,364) $(750) $(5,599) $(750)
��                
Basic and diluted earnings (loss) per common share $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted-average number of common shares outstanding:                
Basic and diluted  938,880,000   938,880,000   938,880,000   938,880,000 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

3

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(Unaudited) Statements of Changes in Stockholder’s Equity

 

           Additional  Retained  Total 
  Preferred Stock  Common stock  Paid-in  Earnings  Stockholders’ 
  Shares  Value  Shares  Value  Capital  (Deficit)  Equity 
July 1, 2018          -  $       -   938,880,000  $9,388  $376,985  $(574,081) $(187,708)
                             
Net income (loss)                      -   - 
                             
September 30, 2018  -  $-   938,880,000  $9,388  $376,985  $(574,081) $(187,708)
                             
Net income                      -   - 
                             
December 31, 2018  -  $-   938,880,000  $9,388  $376,985  $(574,081) $(187,708)
                             
Net income                      (750)  - 
                             
March 31, 2019  -  $-   938,880,000  $9,388  $376,985  $(574,831) $(187,708)
                             
July 1, 2019  -  $-   938,880,000  $9,388  $376,985  $(574,831)  (188,458)
                             
Net income (loss)                      -   - 
                             
September 30, 2019  -  $-   938,880,000  $9,388.00  $376,985  $(574,831) $(188,458)
                             
Net income (loss)                      (235)  (235)
                             
December 31, 2019  -  $-   938,880,000  $9,388.00  $376,985  $(575,066) $(188,693)
                             
Net income (loss)                      (5,364)  (5,364)
                             
March 31, 2020  -  $-   938,880,000  $9,388.00  $376,985  $(580,430) $(194,057)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

4

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(Unaudited) Statements of Cash Flows

 

  Nine months  Nine months 
  ended  ended 
  March 31,  March 31, 
  2020  2019 
       
Cash flows from operating activities of continuing operations:      
Net loss $(5,599) $(750)
Net cash provided by (used in) operating activities  (5,599)  (750)
         
Cash flow from investing activities  -   - 
         
Cash flows from financing activities:        
Related party loan  5,599   750 
Net cash provided by (used in) financing activities  5,599   750 
         
Net increase (decrease) in cash and cash equivalents  -     
Cash and cash equivalents at beginning of period  -     
Cash and cash equivalents at end of period $-  $- 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

5

 

 

Anchorage International Holdings Corp.

Notes to the Financial Statements

For the Three and Nine Months Ended March 31, 2020, and June 30, 2019

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Anchorage International Holdings Corp. was incorporated as MojoRepublik, Inc. in the state of Delaware on September 10, 2007. On October 1, 2008, the Company changed its name to Republik Media and Entertainment, Ltd. On August 26, 2013, the Company changed its name to Anchorage International Holdings Corp.

 

The Company has been dormant since March 31, 2014.

 

On February 19, 2020, Custodian Ventures, LLC, an investment company owned by David Lazar, entered into a Stock Purchase and Sale Agreement (the “Agreement”) with Jason Sakowski in which Mr. Lazar agreed to purchase 777,600,000 shares of the Company’s common stock, par value $0.00001 per share, representing 82.8 percent of the total issued and outstanding common stock of the Company (the “Acquisition”). Following the execution of the Agreement, on February 28, 2020, the Company’s board of directors approved, by unanimous written consent in lieu of a special meeting of the Board, the appointment of David Lazar as the new sole director of the Company. On February 28, 2020, the Company’s stockholders approved the appointment by a vote of 82.8 percent of the total voting stock of the Company. The Acquisition closed on March 18, 2020.

 

The Company has been dormant since March 31, 2014.

 

The Company’s accounting year-end is June 30.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. 

 

Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of March 31, 2020, the Company had a working capital deficit of $194,057 and negative shareholders’ equity of $580,430.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by David Lazar who is extending interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Revenue Recognition

 

We have not generated any revenue since inception.

 

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended June 30, 2019, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

 

6

 

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2020, and June 30, 2019, the Company’s cash equivalents totaled $0 and $0 respectively.

 

Income taxes

 

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

 

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10,Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements,which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

 

We intend to adopt ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.

 

Stockholders’ Equity

 

The Company has authorized 2,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of March 31, 2020, and June 30, 2019, respectively, there were 938,880,000 shares of Common Stock issued and outstanding, and no shares of Preferred Stock issued and outstanding. 

 

7

 

 

NOTE 4 – NOTES PAYABLE RELATED PARTY

 

During the nine-month period ended March 31, 2020, David Lazar, the Company’s only employee, Officer and Director extended the Company an interest-free demand loan for $7,849. Notes payables to a former related party amounting to $114,630, have been outstanding since 2014.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments of March 31, 2020, and June 30, 2019

 

NOTE 6 – SUBSEQUENT EVENTS

 

On February 28, 2020 (the “Effective Time”), Jason Sakowski resigned from his positions as the sole member of the Board of Directors (the “Board”), President, CEO, Treasurer, CFO and Secretary of Anchorage International Holdings Corp. (the “Company”). The resignation is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. The resignation is effected by a written consent in lieu of a special meeting of the Board, dated February 28, 2020.

 

On February 28, 2020, the Company’s Board approved, by unanimous written consent in lieu of a special meeting of the Board, the appointment of David Lazar as the new sole director of the Company, effective as of the Effective Time. The Board submitted such appointment for approval and ratification by the Company’s stockholders, who approved such appointment by a vote of 82.8 percent of the total voting stock of the Company.

 

Pursuant to the February 28, 2020 Board consent, the Company’s departing director also appointed Mr. Lazar as the Company’s President, CEO, Treasurer, CFO and Secretary, to serve on an at-will basis until his resignation or removal by the Board. Mr. Lazar agreed to negotiate an employment agreement in good faith at an unspecified future date, and he does not anticipate taking cash compensation from the Company in connection with his service as an officer of the Company. Mr. Lazar was selected based on his background and history of growing strong businesses and delivering long term growth in shareholder value. The Company believes that Mr. Lazar possesses the attributes necessary to create substantial value for the Company’s stockholders.

 

On February 19, 2020, Custodian Ventures, LLC, an investment company owned by David Lazar, entered into a Stock Purchase and Sale Agreement with Jason Sakowski in which Mr. Lazar agreed to purchase 777,600,000 shares of the Company’s common stock, par value $0.00001 per share, representing 82.8 percent of the total issued and outstanding common stock of the Company (the “Acquisition”). Following the execution of the Agreement, on February 28, 2020, the Company’s board of directors approved, by unanimous written consent in lieu of a special meeting of the Board, the appointment of David Lazar as the new sole director of the Company. On February 28, 2020, the Company’s stockholders approved the appointment by a vote of 82.8 percent of the total voting stock of the Company. The Acquisition closed on March 18, 2020.

 

On April 27, 2020, the Company issued 100,000 shares to settle a claim.

 

8

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding future acquisition or merger targets, business strategies, macro-economic and sector-specific trends, future cash flows, financing plans, plans and objectives of management, and any other statements which are not statements of historical facts.

 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, inability to successfully conclude acquisitions of target companies or assets which are reasonably capable of generating positive cash flow in the near future, legal and regulatory changes in the jurisdictions in which we operate, volatility or decline in our stock price, potential fluctuation of our quarterly and annual financial and operational results, rapid adverse changes in markets, decline in demand for our goods and services, insufficient revenues to cover our operating costs and such other factors as discussed throughout this Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

 

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Overview

 

Anchorage International Holdings Corp. was incorporated as MojoRepublik, Inc. in the state of Delaware on September 10, 2007. On October 1, 2008, the Company changed its name to Republik Media and Entertainment, Ltd. On August 26, 2013, the Company changed its name to Anchorage International Holdings Corp.

 

On February 19, 2020, Custodian Ventures, LLC, an investment company owned by David Lazar, entered into a Stock Purchase and Sale Agreement (the “Agreement”) with Jason Sakowski in which Mr. Lazar agreed to purchase 777,600,000 shares of the Company’s common stock, par value $0.00001 per share, representing 82.8 percent of the total issued and outstanding common stock of the Company (the “Acquisition”). Following the execution of the Agreement, on February 28, 2020, the Company’s board of directors approved, by unanimous written consent in lieu of special meeting of the Board, the appointment of David Lazar as the new sole director of the Company. On February 28, 2020, the Company’s stockholders approved the appointment by a vote of 82.8 percent of the total voting stock of the Company. The Acquisition closed on March 18, 2020.

 

The Company has been a dormant shell company since approximately 2014 and under new management is currently seeking investment opportunities.

 

Going Concern

 

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”

 

Plan of Operation

 

We have been dormant since March 2014. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.

 

9

 

 

Limited Operating History; Need for Additional Capital

 

We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in supplies and services.

 

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

 

Critical Accounting Policies and Estimates

 

Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of March 31, 2020 the Company had a working capital deficit of $194,057 and negative shareholders’ equity of $194,057.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by David Lazar who is extending interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

  

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Revenue Recognition

 

We have not generated any revenue since inception.

 

On July 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for thenine-month period ended March 31, 2020 the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On March 31, 2020, and June 30, 2019, the Company’s cash equivalents totaled $0 and $0 respectively.

 

10

 

 

Income taxes

 

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

 

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

 

Stock-based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10,Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements,which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard.

 

We intend to adopt ASC 842 on July 1, 2020. The adoption of this guidance did not have any impact on our financial statements.

 

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Stockholders’ Equity

 

The Company has authorized 2,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of March 31, 2020, and June 30, 2019, respectively, there were 938,880,000 shares of Common Stock issued and outstanding, and no shares of Preferred Stock issued and outstanding. 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

We do not maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and principal financial officer) to allow for timely decisions regarding required disclosure.

 

As of the end of the quarter covered by this Quarterly Report on Form 10-Q, we did not carry out an evaluation to determine the effectiveness of the design and operation of our disclosure controls and procedures. As a result we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2020 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit

Number

 Description
31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

 

 

*Filed herewith.
**Deemed furnished and not filed.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 Anchorage International Holdings Corp.
 (Registrant)
  
Dated: April 29, 2020/s/ David Lazar
 David Lazar
 President, Chief Executive Officer and Director
 (Principal Executive Officer)

 

 

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