Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of sole director and corporate officer
Effective at 11:59 p.m. Eastern Standard Time on Friday, February 28, 2020 (the
"Effective Time"), Jason Sakowski will resign from his positions as 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 special meeting of the Board, dated
February 28, 2020.
Appointment of director
On February 28, 2020, the Company's Board 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, 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.
David Lazar, 28, is a private investor with business experience. Mr. Lazar has
been a partner at Zenith Partners International since 2013, where he specializes
in research and development, sales and marketing. From 2014 through 2015, David
was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay
Boutiques. Since February of 2018, Mr. Lazar has been the managing member of
Custodian Ventures LLC, where he specializes in assisting distressed public
companies. Since March 2018, David has acted as the managing member of Activist
Investing LLC, which specializes in active investing in distressed public
companies. David has a diverse knowledge of financial, legal and operations
management; public company management, accounting, audit preparation, due
diligence reviews and SEC regulations. David Lazar is also the sole officer and
director of Melt, Inc. and Zhongchai Machinery, Inc., both of which are blank
check companies.His expertise includes early stage company capital
restructuring, debt financing, capital introductions, and mergers and
acquisitions. Mr. Lazar was selected to serve as a director due to his knowledge
of the capital markets, his judgment in assessing business strategies and
accompanying risks, and his expertise with smaller reporting companies. Mr.
Lazar and his affiliates have not, within the past five years, filed any
bankruptcy petition, been convicted in or been the subject of any pending
criminal proceedings, or is any such person the subject or any order, judgment
or decree involving the violation of any state or federal securities laws.
Appointment of officers
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 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.
Item 8.01 Other Events.
Entry into Contract to Sell Majority Equity Interest of the Company
On February 19, 2020, Mr. Sakowski, owner of 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 "Shares"), entered
into a Stock Purchase and Sale Agreement (the "Agreement") under which Mr.
Sakowski agreed to sell the Shares to Custodian Ventures, LLC, a company
controlled by Mr. Lazar (the "Acquisition"). The partes to the Agremeent intend
to close the Acquisition after the completion of standard closing events set
forth in the Agreement. In the event of the closing of the Acquisition,
Custodian Ventures, LLC would become the controlling stockholder of the Company.
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Intent to Seek Acquisition Target for Reverse Takeover Transaction
Following the Acquisition, the Company intends to seek attractive targets for a
reverse takeover transaction. Mr. Lazar has substantial experience in such
transactions, and the Board believes that the Company, under the leadership of
Mr. Lazar, will succeed in delivering substantial value to its current
stockholders.
Forward Looking Statements
This Item 8.01 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," "intend," "could,"
"may," "seek," "plan," or similar references to future periods. Examples of
forward-looking statements include, among others, statements we make regarding
business strategies, financing plans and any other statements that are not
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.
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