UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2013
[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to ________
	Commission file number: 333-169346

 

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.)
101 Southeast Parkway Ct., Suite 210, Nashville, TN	37212
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (615) 495-8494
Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of class
none

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

 

Indicate by checkmark 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 past 90 days. Yes [X] 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

 

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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $4,152,960

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 938,880,000 shares as of October 15, 2013.

 

TABLE OF CONTENTS
		Page
PART I
Item 1.	Business	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mine Safety Disclosures	3
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 8.	Financial Statements and Supplementary Data	7
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	9
Item 9B.	Other Information	9
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	10
Item 11.	Executive Compensation	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	14
Item 14.	Principal Accountant Fees and Services	14
PART IV
Item 15.	Exhibits, Financial Statement Schedules	15

 

PART I

 

Item 1. Business

 

Company Overview

 

We were incorporated as MojoRepublik, Inc. in the state of Delaware on September 10, 2007. On October 1, 2008, we changed our name to Republik Media and Entertainment, Ltd. (the “Company” or “Republik Media” or “Republik”). As Republik, we created two wholly-owned subsidiaries, MojoRepublik, LLC and LiveBrew.com, LLC. MojoRepublik, LLC, a wholly-owned subsidiary of the Company, was organized on June 14, 2007 in the State of Nevada. MojoRepublik, LLC was in the business of developing and promoting a website, www.mojorepublik.com. LiveBrew.com, LLC, a wholly-owned subsidiary of the Company, was organized on May 23, 2008 in the State of Nevada. LiveBrew.com, LLC was in the business of organizing and promoting live events.

 

As reported in the Form 8-K filed on August 4, 2011, effective August 3, 2011, and upon the prior approval of our board of directors and a majority of our shareholders, our corporate name was changed to “Global Karaoke Network, Inc.” Contemporaneously with the name change, we decided to stop pursuing our former business plans.

 

In furtherance of our decision to stop pursuing our prior business plans, on September 26, 2011, we entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests, Assumption of Obligations and Cancellation of Promissory Notes with Mr. David Woo. The foregoing agreement transferred all membership units owned in our two wholly-owned subsidiaries, MojoRepublik, LLC and LiveBrew.com, LLC to Mr. Woo in exchange for Mr. Woo assuming all liabilities relating to the subsidiaries and for the cancellation of all outstanding promissory notes.

 

On May 21, 2012, we entered into a license and revenue sharing agreement with GT Entertainment, Ltd., a British Columbia company (“GT”), Martin Fletcher, Mark Watkins and Far East Global Trading Ltd. (“Far East”) (the “Agreement”) for an exclusive world-wide license to access, use, market and promote the Internet website MeAndMic.com (“MeAndMic”, the “website”). In consideration for this license we agreed to issue to GT 182,400,000 shares of our common stock. This contract was ultimately abandoned by both parties prior to the issuance of the foregoing shares.

 

The parties abandoned the contract because our inability to raise sufficient funds for the business plan anticipated by the contract raised doubts as to the website’s commercial viability. As a result of this abandonment, management has been evaluating alternative business opportunities. As we will no longer be pursuing our prior business plan, we filed an amendment to our Certificate of Incorporation on August 26, 2013 changing our name to Anchorage International Holdings, Corp. The foregoing amendment is discussed in more detail in Item 9B of this filing.

 

Our Business

 

We have abandoned the contract for the website MeAndMic.com. Management is currently evaluating alternative business opportunities.

 

Item 2. Properties

 

We do not currently own or lease any property. Our sole officer and director, Jason Sakowski, provides us office space at 101 Southeast Parkway Ct., Suite 210, Franklin, TN 37064, free of charge.

 

Item 3. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is quoted under the symbol “GKNI” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc.  Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA.  Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

 

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

The following tables set forth the range of high and low prices for our common stock for each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

Fiscal Year Ending June 30, 2013
Quarter Ended				High $				Low $
	June 30, 2013				0.02				0.0055
	March 31, 2013				0.02				0.011
	December 31, 2012				0.0355				0.016
	September 30, 2012				0.07				0.028
	Fiscal Year Ending June 30, 2012
	Quarter Ended				High $				Low $
	June 30, 2012				0.115				0.0475
	March 31, 2012				0.15				0.055
	December 31, 2011				0.175				0.075
	September 30, 2011				0.175				0.10

 

On October 12, 2013, the last sales price per share of our common stock was $0.026.

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Holders of Our Common Stock

 

As of October 9, 2013, we had 938,880,000 shares of our common stock issued and outstanding, held by three (3) shareholders of record.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

On May 21, 2012, we entered into a license and revenue sharing agreement with GT Entertainment, Ltd., a British Columbia company (“GT”), Martin Fletcher, Mark Watkins and Far East Global Trading Ltd.  Under the agreement, we agreed to issue 182,400,000 shares of common stock to GT in exchange for an exclusive world-wide license to access, use, market and promote the Internet website MeAndMic.com. We did not engage in any general solicitation or advertising. The shares were to be issued pursuant to Section 4(2) of the Securities Act of 1933 and would have been restricted shares as defined in the Securities Act.  These shares were ultimately not issued as the agreement was abandoned by both parties.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We have no equity compensation plans.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Plan of Operations.

 

We have abandoned the contract for the website MeAndMic.com. Management is currently evaluating alternative business opportunities.

 

Results of Operations for the Years Ended June 30, 2013 and 2012 and the period from Inception on September 10, 2007 through June 30, 2013.

 

As a result of the sale of MojoRepublik, LLC and LiveBrew.com, LLC, the entities under which we pursued our former business plans, and the abandonment of the contract for the website MeAndMic.com, our operations in the financial statements are now characterized between continuing operations and discontinued operations. The continuing operations reflect our current operations. The discontinued operations reflect the historical operations that we pursued under MojoRepublik, LLC and LiveBrew.com, LLC, the license agreement to operate the website MeAndMic.com and our prior business plans. Detailed below are the results from our continuing operations.

 

Our revenue reported for the years ended June 30, 2013 and June 30, 2012 and from our inception on September 10, 2007 through June 30, 2013, was $0, $0 and $0, respectively.

 

Our operating expenses for the years ended June 30, 2013 and June 30, 2012 and from our inception on September 10, 2007 through June 30, 2013, were $50,737, $71,493 and $335,907, respectively. The expenses for the years ended June 30, 2013 consisted of professional fees of $48,391 and general and administrative expenses of $2,346. The expense for the year ended June 30, 2012 consisted of professional fees of $66,673 and general and administrative expenses of $4,820. The expenses since our inception on September 10, 2007 through June 30, 2013 have consisted of professional fees of $328,741 and general and administrative expenses of $7,166. We recorded a net loss from continuing operations of $50,737 for the year ended June 30, 2013, $71,493 for the year ended June 30, 2011 and $335,907 from our inception on September 10, 2007 through June 30, 2013.

 

As of June 30, 2013, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. As a result of the abandonment of the contract for the MeAndMic.com website, we are currently evaluating alternative business plans. At such time as we decide upon an alternative business plan, we hope to obtain business capital through the use of private equity fundraising or shareholders loans. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

The results of our discontinued operations are contained in the financial statements. Additionally, the footnotes to the financial statements include a description of the facts and circumstances leading to the disposal, the manner and timing of that disposal and the carrying amounts of the major classes of assets and liabilities included as part of a disposal group.

 

Liquidity and Capital Resources

 

As of June 30, 2013, we had total current assets of $0. Our total current liabilities as of June 30, 2013 were $143,488. We had a working capital deficit of $143,488 as of June 30, 2013.

 

Financing Activities consisted primarily of proceeds from related party loans of $67,740.

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Off Balance Sheet Arrangements

 

As of June 30, 2013, there were no off balance sheet arrangements.

 

Going Concern

 

Our financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred cumulative losses of $529,861 from our inception on September 10, 2007 through June 30, 2013 and expect to incur further losses in the development of our business and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. At this time, management does not believe that any of our accounting policies fit this definition.

 

Recently Issued Accounting Pronouncements

 

The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Audited Financial Statements:

 

F-1	Reports of Independent Registered Public Accounting Firms;
F-3	Balance Sheets as of June 30, 2013 and 2012;
F-4	Statements of Operations for the years ended June 30, 2013 and 2012;
F-5	Statement of Stockholders’ Deficit for the years ended June 30, 2013 and 2012;
F-6	Statements of Cash Flows for the years ended June 30, 2013 and 2012;
F-7	Notes to Financial Statements

 

To the Board of Directors of
Anchorage International Holdings Corp. (fka Global Karaoke Network, Inc.)

 

We have audited the accompanying balance sheets of Anchorage International Holdings Corp. (which was formerly known as Global Karaoke Network, Inc. and prior to that Republik Media and Entertainment, LTD.) (the “Company”) (a development stage company) as of June 30, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period from September 10, 2007 (date of inception) through June 30, 2013. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The cumulative statements of operations, changes in stockholders’ deficit and cash flows for the period from September 10, 2007 (date of inception) to June 30, 2010 were audited by other auditors whose report dated September 28, 2010 on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Global Karaoke Network, Inc. as of June 30, 2013 and 2012 and the results of its operations and its cash flows for the years then ended, and for the period from September 10, 2007 (date of inception) through June 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage and has not established a source of revenues to cover its operating costs. As such, it has incurred operating losses since inception. Further, as of June 30, 2013, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.

 

ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.

Saddle Brook, New Jersey

October 15, 2013 

 

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Anchorage International Holdings, Corp.
(fka Global Karaoke Network, Inc.)

(fka Republik Media and Entertainment, LTD.)

(A Development Stage Company)

 

We have audited the statements of operations (not presented separately herein), stockholders’ equity (deficit) and cash flows (not presented separately herein) of Anchorage International Holdings, Inc. (which was formerly known as Global Karaoke Network, Inc. and prior to that Republik Media and Entertainment, LTD.) (A Development Stage Company) since inception on September 10, 2007 through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations, stockholders’ equity (deficit) and cash flows of Anchorage International Holdings, Inc. (which was formerly known as Global Karaoke Network, Inc. and prior to that Republik Media and Entertainment, LTD.) (A Development Stage Company) since inception on September 10, 2007 through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

 

The financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note2 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Seale and Beers, CPAs

 

Seale and Beers, CPAs

Las Vegas, Nevada

September 28, 2010

 

 

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Balance Sheets 

 

		June 30,				June 30,
ASSETS		2013				2012
CURRENT ASSETS
Cash		$	—			$	637
Total Current Assets			—				637
Asset of discontinued operations			—				2,218
TOTAL ASSETS		$	—			$	2,855
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable		$	50,736			$	59,393
Bank overdraft			12				—
Loan payable - related party			92,740				25,000
Total Current Liabilities			143,488				84,393
TOTAL LIABILIITES			143,488				84,393
STOCKHOLDERS' DEFICIT
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding			—				—
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 938,880,000 shares issued and outstanding			9,388				9,388
Common stock to be issued, 0 and 182,400,000 shares, respectively			—				1,824
Additional paid-in capital			376,985				375,161
Deficit accumulated during the development stage			(529,861	)			(467,911	)
Total Stockholders' Deficit			(143,488	)			(81,538	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	—			$	2,855

 

The accompanying notes are an integral part of these financial statements.            

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Statements of Operations

 

 

										From Inception
										on September 10,
		For the Year Ended				For the Year Ended				2007 through
		June 30,				June 30,				June 30,
		2013				2012				2013
REVENUES		$-				$ -				$-
OPERATING EXPENSES
Professional fees			48,391				66,673				328,741
General and administrative			2,346				4,820				7,166
Total Operating Expenses			50,737				71,493				335,907
OPERATING LOSS			(50,737	)			(71,493	)			(335,907	)
LOSS FROM CONTINUING OPERATIONS			(50,737	)			(71,493	)			(335,907	)
DISCONTINUED OPERATIONS
Loss from discontinued operations			(11,213	)			(12,337	)			(193,954	)
NET LOSS		$	(61,950	)		$	(83,830	)		$	(529,861	)
BASIC AND DILUTED LOSS PER COMMON SHARE - CONTINUING AND DISCONTINUED		$	0.00			$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED			1,121,280,000				958,869,042

 

 

The accompanying notes are an integral part of these financial statements.

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

 (A Development Stage Company)

Statements of Stockholders' Deficit

 

 

																						Deficit
																						Accumulated
		Common				Common				Common Stock				Common Stock				Additional				During the				Total
			Stock				Stock				to be Issued				to be Issued				Paid-In				Development				Stockholders’
			Shares				Amount				Shares				Amount				Capital				Stage				Deficit
Balance, at inception September 10, 2007			—			$	—				—			$	—			$	—			$	—			$	—
Common stock issued to acquire subsidiary			777,600,000				7,776				—				—				(14,908	)			—				(7,132	)
Common stock issued for cash			161,280,000				1,612				—				—				25,268				—				26,880
Net loss from inception through June 30, 2008			—				—				—				—				—				(81,194	)			(81,194	)
			938,880,000				9,388				—				—				10,360				(81,194	)			(61,446	)
Net loss for the year ended June 30, 2009			—				—				—				—				—				(104,186	)			(104,186	)
			938,880,000				9,388				—				—				10,360				(185,380	)			(165,632	)
Net loss for the year ended June 30, 2010			—				—				—				—				—				(104,164	)			(104,164	)
			938,880,000				9,388				—				—				10,360				(289,544	)			(269,796	)
Net loss for the year ended June 30, 2011			—				—				—				—				—				(94,537	)			(94,537	)
			938,880,000				9,388				—				—				10,360				(384,081	)			(364,333	)
Forgiveness of debt to related party			—				—				—				—				364,357				—				364,357
Common stock issued for license agreement			—				—				182,400,000				1,824				444				—				2,268
Net loss for the year ended June 30, 2012			—				—				—				—				—				(83,830	)			(83,830	)
			938,880,000			$	9,388				182,400,000			$	1,824			$	375,161			$	(467,911	)		$	(81,538	)
Cancellation of common stock for license agreement			—				—				(182,400,000	)			(1,824	)			1,824				—				—
Net loss for the year ended June 30, 2013			—				—				—				—				—				(61,950	)			(61,950	)
Balance, June 30, 2013			938,880,000			$	9,388				—			$	—			$	376,985			$	(529,861	)		$	(143,488	)

 

The accompanying notes are an integral part of these financial statements.

 

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Statements of Cash Flows

 

										From Inception
										on September 10,
		For the Year Ended				For the Year Ended				2007 through
		June 30,				June 30,				June 30,
		2013				2012				2013
OPERATING ACTIVITIES
Net loss		$	(61,950	)		$	(83,830	)		$	(529,861	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization expense			453				50				503
Changes in operating assets and liabilities:
Accounts payable			(8,657	)			56,163				50,736
Net Cash Used in Continuing Operating Activities			(70,154	)			(27,617	)			(478,622	)
Net Cash Provided by Discontinued Operating Activities			1,765				1,094				281,226
INVESTING ACTIVITIES
Cash included in the sale of discontinued operations			—				(364	)			(364	)
Net Cash Used in Continuing Investing Activities			—				(364	)			(364	)
Net Cash Used in Discontinued Investing Activities			—				—				(1,223	)
FINANCING ACTIVITIES
Proceeds from loan payable - related party			67,740				25,000				92,740
Bank overdraft			12				—				12
Net Cash Provided by Continuing Financing Activities			67,752				25,000				92,752
Net Cash Provided by Discontinued Financing Activities			—				660				106,231
NET DECREASE IN CASH			(637	)			(1,227	)			—
CASH AT BEGINNING OF PERIOD			637				1,864				—
CASH AT END OF PERIOD		$	—			$	637			$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR:
Interest		$	—			$	—			$	—
Income Taxes		$	—			$	—			$	—
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING ACTIVITY:
Gain on sale of subsidiaries		$	—			$	364,357			$	364,357
(Cancellation of) common stock to be issued for license		$	(1,824	)		$	1,824			$	—

 

The accompanying notes are an integral part of these financial statements.

 

  

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Anchorage International Holdings Corp. (the “Company”) 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. The Company conducted business through its two wholly-owned subsidiaries, MojoRepublik, LLC and LiveBrew.com, LLC. MojoRepublik, LLC, a wholly-owned subsidiary of the Company, was organized on June 14, 2007 in the State of Nevada. MojoRepublik, LLC was in the business of developing and promoting a website, www.mojorepublik.com. LiveBrew.com, LLC, a wholly-owned subsidiary of the Company, was organized on May 23, 2008 in the State of Nevada. LiveBrew.com, LLC was in the business of organizing and promoting live events.

 

As reported in the Form 8-K filed on August 4, 2011, effective August 3, 2011, and upon the prior approval of the Company’s board of directors and a majority of its shareholders, the Company’s corporate name was changed to “Global Karaoke Network, Inc.” Contemporaneously with the name change, the Company decided to stop pursuing its former business plans.

 

On September 26, 2011, the Company agreed to transfer all membership units owned in its two wholly-owned subsidiaries to a former officer of the Company who is also the Company’s former majority stockholder in exchange for the assumption of all liabilities relating to the subsidiaries and for the cancellation of outstanding promissory notes.

 

On November 17, 2011, the Company’s majority shareholder sold all of his shares in the Company to an individual who now holds 82.82% of the Company’s total issued and outstanding stock.

 

On May 21, 2012, the Company entered into a license and revenue sharing agreement for an exclusive worldwide license to access, use, market and promote the Internet website MeAndMic.com as (the “Agreement”) further discussed in Note 8.

 

Effective August 26, 2013, the Company's name was changed to "Anchorage International Holdings Corp." Contemporaneously with the name change, the Company decided to stop pursuing its former business plans and agreed to a contract termination of its license and revenue sharing agreement related to the website MeAndMic.com. The Company is currently evaluating alternative business plans.

 

Basis of Presentation

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The Company is currently in the development stage and has not realized significant sales through June 30, 2013. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and 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. Actual results could differ from those estimates.

 

Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents at June 30, 2013 and 2012.

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

Fair Value of Financial Instruments 

The carrying amounts reported in the balance sheets for accounts payable and loans payable – related party approximate their fair market value based on the short-term maturity of these instruments.

 

Valuation of Intangible Asset

Definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the year ended June 30, 2013, the parties to the Agreement abandoned the contract, resulting in impairment of the related license. Therefore, the Company realized an impairment expense of $1,765 for the year ended June 30, 2013. There was no impairment recorded for the year ended June 30, 2012.

 

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

 

The Company applies the provisions of ASC 740-10-05, “Accounting for Uncertainty in Income Taxes”. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended June 30, 2013 and 2012.

 

Loss per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. Common shares to be issued of 182,400,000 have been included in the computation of basic and fully diluted loss per share as of June 30, 2012 as if they had been issued on May 21, 2012, in connection with the acquisition of the license agreement as discussed in Note 8. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2013 or 2012.

 

Subsequent Events

The Company’s management reviewed all material events through the date of this filing.

 

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

NOTE 2 - GOING CONCERN

 

The Company's financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has incurred operating losses since inception. The Company has realized net losses from inception totaling $529,861 and has a working capital deficiency of $143,488. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – DISCONTINUED OPERATIONS

 

On September 26, 2011, the Company agreed to transfer all membership units owned in its two wholly-owned subsidiaries, MojoRepublik, LLC and LiveBrew.com, LLC, to a former officer of the Company who is also the Company’s former majority stockholder, in consideration for the cancellation of all outstanding promissory notes held by the former officer and the assumption of other liabilities related to the subsidiaries. The former officer agreed to cancel and/or assume a total of $364,721 which included accounts payable, accrued interest and notes payable. The former officer also received fixed assets which had no carrying value on the date of sale as well as the bank account of one subsidiary with cash of $364. The Company did not recognize a gain on the transaction and recognized the net book deficiency of the subsidiaries sold as an increase in the Company’s additional paid-in-capital of $364,357.

 

On August 26, 2013, the Company made the decision to abandon the contract for the website MeAndMic.com. The operation pertaining to this business plan has been discontinued, and the related operating results have been reflected as discontinued operations.

 

In accordance with ASC 205, “Presentation of Financial Statements”, all results of operations related to the subsidiaries and the contract for the website MeAndMic.com, have been reclassified to loss from discontinued operations. Historical operations related to discontinued operations have also been retroactively reclassified to loss from discontinued operations to be presented separately from results of operations from continuing operations. The statements of cash flows have been retroactively reclassified to separate cash flow activity into cash flows from continuing operations and cash flows from discontinued operations.

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

 

Asset of discontinued operations consisted of the following as of June 30, 2013 and 2012:

 

		June 30,				June 30,
		2013				2012
Intangible asset		$	—			$	2,218
Asset of discontinued operations		$	—			$	2,218

 

Loss from discontinued operations consisted of the following for the years ended June 30, 2013 and 2012:

 

										From Inception
										on September 10,
		For the Year Ended				For the Year Ended				2007 Through
		June 30,				June 30,				June 30,
		2013				2012				2013
Revenues from discontinued operations		$	—			$	—			$	8,523
OPERATING EXPENSES
Professional fees			5,899				10,821				72,715
General and administrative			3,549				422				113,401
Impairment of intangible asset			1,765				—				1,765
Total operating expenses of discontinued operations			11,213				11,243				187,881
OTHER INCOME AND EXPENSES
Other income			—				—				104
Interest expense			—				(1,094	)			(14,700	)
Total other income and expense from discontinued operations			—				(1,094	)			(14,596	)
LOSS FROM DISCONTINUED OPERATIONS		$	(11,213)			$	(12,337	)		$	(193,954	)

 

NOTE 4 – INTANGIBLE ASSET

 

The Company’s intangible asset was comprised of the following on June 30, 2013 and 2012:

 

		2013				2012
License Agreement		$	2,268			$	2,268
Accumulated Amortization			(503	)			(50	)
			1,765				2,218
Impairment of License Agreement			(1,765	)			—
Intangible Assets, Net		$	—			$	2,218

 

Amortization expense for the years ended June 30, 2013 and 2012, was $453 and $50, respectively.

 

The parties to the Agreement abandoned the contract, resulting in the impairment of the intangible asset. As a result of this, the Company realized an impairment expense on the intangible asset of $1,765 for the year ended June 30, 2013, which is included in discontinued operations. There was no impairment recorded for the year ended June 30, 2012.

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Various expenses of the Company as well as loans for operating purposes have been paid for or made by the Company's sole officer and director. Loan payable – related party totals $92,740 and $25,000 as of June 30, 2013 and 2012, respectively. The loan does not bear interest, is due on demand and is unsecured.

 

During the years ended June 30, 2013 and 2012, office space was provided by the Company’s sole officer and director. No rent is charged for the use of the space.

 

NOTE 6 – STOCKHOLDERS’ DEFICIT

 

Stock Split

Effective August 3, 2011, the Company’s board of directors and a majority of the Company’s stockholders approved a 90 for 1 forward split of the Company’s common stock.

 

Effective August 11, 2013, the Company’s board of directors and a majority of the Company’s stockholders approved a 2 for 1 forward split of the Company’s common stock.

 

All share figures and results are reflected in the Company’s financial statements on a post-split basis.

 

Authorized Shares

Effective June 22, 2010, the Company’s board of directors and a majority of the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total authorized common stock of the Company from 100,000,000 shares to 500,000,000 shares.

 

Effective June 1, 2012, the Company’s board of directors and a majority of the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total authorized common stock of the Company from 500,000,000 shares to 1,000,000,000 shares.

 

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total authorized common stock of the Company from 1,000,000,000 shares to 2,000,000,000 shares.

 

Preferred Stock

The Company has designated 10,000,000 shares of the Company’s authorized capital stock as preferred stock with the Board of Directors authorized to fix the number of shares of any series of preferred stock and to determine the designation of any such series, including the authority to determine the designation of any such series, including the authority to determine the rights, preferences, privileges and restrictions on any such series of preferred stock.

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

Issuances of Common Stock

On May 21, 2012, the Company entered into a license and revenue sharing agreement whereby it agreed to issue 182,400,000 shares of common stock. The shares were valued at $2,268 based on estimated fair market value of the shares on the date of issuance. Effective August 26, 2013, the agreement was terminated and the related shares will not be issued.

 

NOTE 7 – INCOME TAXES

 

The Company’s provision for income taxes was $-0- for both of the years ended June 30, 2013 and 2012, since the Company incurred taxable losses and deferred tax assets recognized are offset by a full valuation allowance in each fiscal year.

 

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In management's opinion, it is uncertain whether the Company will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 39% marginal tax rate by the cumulative Net Operating Loss (“NOL”).

 

At June 30, 2013, the Company has available $529,861 of NOLs which expire in various years beginning in 2028 and carrying forward through 2033.  

 

As discussed in Note 3 to these financial statements, a change in ownership of more than 50% occurred during the year ended June 30, 2012. Therefore, the annual utilization of the Company’s NOLs is subject to certain limitations under Section 382 of the Internal Revenue Code, as amended and other limitations under State tax laws. The Company is currently in the process of analyzing and calculating these limitations.

 

ANCHORAGE INTERNATIONAL HOLDINGS CORP.

(fka GLOBAL KARAOKE NETWORK, INC.)

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2013

 

The tax effects of significant items comprising the Company's net deferred taxes as of June 30, 2013 and 2012 were as follows: 

 

		2013				2012
Cumulative NOL		$	529,861			$	467,420
Deferred Tax assets:
Net operating loss carry forwards			206,646				182,485
Valuation allowance			(206,646	)			(182,485	)
		$	—			$	—

 

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net loss before provision for income taxes for the following reasons:

 

		2013				2012
Income tax benefit at U. S. federal statutory rates:		$	(24,161	)		$	(32,694	)
Change in valuation allowance			24,161				32,694
		$	—			$	—

 

The Company files federal and Nevada income tax returns subject to statutes of limitations.   The years ended June 30, 2013, 2012, and 2011 are subject to examination by federal and state tax authorities.

 

NOTE 8 – SIGNIFICANT AGREEMENTS

 

On May 21, 2012, the Company entered into a license and revenue sharing agreement for an exclusive world-wide license to access, use, market and promote the Internet website MeAndMic.com. In consideration for this license the Company agreed to issue 182,400,000 shares of common stock, which have not been issued. The license was valued at $2,268 per share based on the estimated fair market value of the shares on the date of issuance.

 

The parties to the Ageeement abandoned the contract. As a result, the 182,400,000 shares of common stock will not be issued and the license was fully impaired.

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending June 30, 2013.

   

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being June 30, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, who also serves as our Principal Financial and Accounting Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer who also serves as our Principal Financial and Accounting Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer who also serves as our Principal Financial and Accounting Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2013 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2013, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Item 9B. Other Information

 

On August 26, 2013, we filed an amendment to our Certificate of Incorporation (the “Amendment”). The Amendment had the following effect:

·

It changed our name to Anchorage International Holdings, Corp.

·

Each share of our common stock was subject to a two for one (2:1) forward split with all fractional shares rounded to the nearest whole share; and

·

Increased the number of authorized common shares from 1,000,000,000 to 2,000,000,000.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following information sets forth the names, ages, and positions of our current directors and executive officers as of October 9, 2013.

 

Name	Age	Position(s) and Office(s) Held
Jason Sakowski	38	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director

 

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

 

Jason Sakowski was appointed as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director on July 12, 2011. Mr. Sakowski has extensive executive management experience in the music industry. He began his career working with up and coming rock bands such as Nickelback, Jar and Noise Therapy. He became well known in the North American and international touring circuit over the next decade, hitting the road with such platinum and multi-platinum selling artists as Nickelback, Theory Of A Deadman, Three Days Grace, All American Rejects, and Hoobastank. In the process, he gained considerable experience and knowledge about breaking and developing bands from the beginning stages to global success. Mr. Sakowski served as the Production Manager for Hoobastank from January 2005 through October of 2010. In November of 2007, he founded his own management company called 38 Entertainment, Inc. and he currently serves as its President. In December of 2010 Mr. Sakowski became President of Arsenic Records, a full service record/management company based in Nashville, Tennessee. Currently, he is working on various projects with Chris Henderson of 3 Doors Down and world-renowned producer/engineer, Kevin Churko, along with record producer Toby Wright.

 

Term of Office

 

Our Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors. Our Board of Directors, which performs the functions of an audit committee, does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K. We believe that, at our current size and stage of development, the addition of a special audit committee financial expert to the Board is not necessary.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, Jason Sakowski, at the address appearing on the first page of this annual report.

 

Code of Ethics

 

As of June 30, 2013, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

Item 11. Executive Compensation

 

Compensation Discussion and Analysis

 

We do not currently have any employment agreements with any of our named executive officers and have not established a system of economic compensation or any fixed policies regarding compensation of executive officers. Due to financial constraints typical of those faced by a development stage business, we have not paid any cash and/or stock compensation to our named executive officers.

 

Our current named executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in expanding our operations and revenue base to the best of his ability. As our business and operating expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives.

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended June 30, 2012 and 2013.

 

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jason Sakowski, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director	2013 2012	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

 

 

 

 

Narrative Disclosure to the Summary Compensation Table

 

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

 

Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

 

Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2013.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options  (#) Unexercisable	Equity Incentive  Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise  Price  ($)	Option Expiration Date	Number of Shares or Shares of Stock That Have Not Vested (#)	Market Value of Shares or Shares of Stock That Have Not Vested ($)	Equity Incentive  Plan Awards:  Number of Unearned  Shares, Shares or Other Rights That Have  Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not  Vested (#)
Jason Sakowski	-	-	-	-	-	-	-	-	-

 

Director Compensation

 

The table below summarizes all compensation of our directors as of June 30, 2013.

 

DIRECTOR COMPENSATION

Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total

Jason Sakowski

—

—

—

—

—

—

—

 

Narrative Disclosure to the Director Compensation Table

 

We do not compensate our directors for their service at this time.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of October 15, 2013, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group:

 

Title of class	Name and address of beneficial owner (1)	Title of Class	Amount of beneficial ownership	Percent of class*
Executive Officers & Directors:
	Jason Sakowski 101 Southeast Parkway Ct., Suite 210 Nashville, TN 37212	Common Stock	777,600,000	82.82%
Total of All Directors and Executive Officers:		Common Stock	777,600,000	82.82%
More Than 5% Beneficial Owners:
	Alpco 440 East 400 South Salt Lake City, UT 84111	Common Stock	72,650,000	7.74%

 

⁽¹⁾ As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• Any of our directors or officers;
• Any person proposed as a nominee for election as a director;
• Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
• Any of our promoters;
• Any relative or spouse of any of the foregoing persons who has the same house address as such person.

During the year ended June 30, 2013, we borrowed $67,740 from our sole officer and director. The amounts do not bear interest, are due on demand, and are unsecured.

 

Director Independence

 

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we do not have any independent directors.

 

Item 14. Principal Accounting Fees and Services

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements for the years ended:

 

Financial Statements for the Year Ended June 30				Audit Services				Audit Related Fees				Tax Fees				Other Fees
	2013			$	21,200			$	0			$	0			$	0
	2012			$	24,000			$	0			$	0			$	0

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a)	Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b)

Exhibits

 

Exhibit Number	Description
3.1	Articles of Incorporation (1)
3.2	Bylaws(2)
3.3	Certificate of Amendment(3)
3.4	Certificate of Amendment(4)
3.5 3.6	Certificate of Amendment(5) Certificate of Amendment
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL).

 

(1)	Incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 17, 2008.
(2)	Incorporated by reference to the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 17, 2008.
(3)	Incorporated by reference to the 8K filed with the Securities and Exchange Commission on June 22, 2011.
(4)	Incorporated by reference to the 8K filed with the Securities and Exchange Commission on August 4, 2011.
(5)	Incorporated by reference to the 8K filed with the Securities and Exchange Commission on June 1, 2012.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GLOBAL KARAOKE NETWORK, INC.

 

By:	/s/ Jason Sakowski
	Jason Sakowski
Title:	President, Chief Executive Officer, and Director
Date:	October 15, 2013

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:	/s/ Jason Sakowski
	Jason Sakowski
Title:	President, Chief Executive Officer, and Director
Date:	October 15, 2013