Newpoint Financial Corp - Quarter Report: 2014 September (Form 10-Q)

f10q0914-judo.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 333-167451

CLASSIC RULES JUDO

CHAMPIONSHIPS, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-2653358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

269 Forest Ave.
Staten Island, NY		10301
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 ☐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

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

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☐ (Do not check if a smaller reporting company)		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 ☒No ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 69,122,426shares of common stock as of November 14, 2016.

CLASSIC RULES JUDO CHAMPIONSHIPS, INC.

FORM 10-Q/A

TABLE OF CONTENTS

Item #	Description	Page Numbers

	PART I	4

ITEM 1	UNAUDITED FINANCIAL STATEMENTS	4

ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20

ITEM 4	CONTROLS AND PROCEDURES	21

	PART II	22

ITEM 1	LEGAL PROCEEDINGS	22

ITEM 1A	RISK FACTORS	22

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	23

ITEM 4	MINE SAFETY DISCLOSURES	23

ITEM 5	OTHER INFORMATION	23

ITEM 6	EXHIBITS	23

	SIGNATURES	23

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

• risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

• our ability to attract new clients and retain existing clients;

• our ability to retain and attract key employees;

• risks associated with assumptions we make in connection with our critical accounting estimates;

• potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

• potential downgrades in the credit ratings of our securities;

• risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

• developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2013 Annual Report on Form 10-K and other filings with the SEC.

PART I

ITEM 1 FINANCIAL STATEMENTS

CLASSIC RULES JUDO CHAMPIONSHIPS, INC.

UNAUDITED FINANCIAL STATEMENTS

September 30, 2014

CONTENTS

[Missing Graphic Reference]

Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	Page 5

Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (unaudited)	6

Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	7

Notes to Consolidated Financial Statements (unaudited)	8

Classic Rules Judo Championships, Inc.
Consolidated Balance Sheets
(Unaudited)

	September 30, 2014				December 31, 2013
ASSETS
Current assets
Cash		$	14			$	700
Total current assets			14				700

Total assets		$	14			$	700

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities		$	20,181			$	44,244
Due to related parties			2,947				873
Total current liabilities			23,128				45,117

Stockholders' deficit
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 500,000 and 0 shares issued and outstanding at September 30, 2014 and December 31, 2013			500				-
Common stock, $0.001 par value; 100,000,000 shares authorized; 18,922,426 and 17,821,574 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively			18,922				17,821
Additional paid-in capital			268,642				65,817
Accumulated deficit			(311,178	)			(128,055	)
Total stockholders' deficit			(23,114	)			(44,417	)

Total liabilities and stockholders' deficit		$	14			$	700

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

Classic Rules Judo Championships, Inc.
Consolidated Statements of Operations
(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		12,646			3,848			183,123			16,727
Total operating expenses		12,646			3,848			183,123			16,727

Loss from operations		(12,646	)		(3,848	)		(183,123	)		(16,727	)

Other income
Forgiveness of accounts payable		-			-			-			12,550
Total other income		-			-			-			12,550

Net loss from operations		(12,646	)		(3,848	)		(183,123	)		(4,177	)

Provision for income tax		-			-			-			-

Net loss	$	(12,646	)	$	(3,848	)	$	(183,123	)	$	(4,177	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average shares outstanding		18,922,426			16,100,358			18,905,505			15,207,093

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

Classic Rules Judo Championships, Inc.
Statements of Cash Flows
(Unaudited)

	Nine months ended September 30,
	2014			2013
Cash flows from operating activities
Net loss from operations	$	(183,123	)	$	(4,177	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense		148,962			-
Forgiveness of accounts payable		-			(12,550	)
Changes in operating liabilities:
Increase in accounts payable and accrued liabilities		28,975			2,000
Net cash used in operating activities		(5,186	)		(14,727	)

Cash flows from financing activities
Proceeds from related parties		74			200
Cash contributions from related party		106			-
Proceeds from issuance of common stock		4,320			14,525
Net cash provided by financing activities		4,500			14,725

Net change in cash		(686	)		(2	)
Cash at beginning of period		700			7
Cash at end of period	$	14		$	5

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash financing activities:
Stock subscription receivable on common stock issued	$	-		$	500
Settlement of advance from officer with subscription receivable	$	-		$	500
Cancelation of preferred stock into adjusted paid in capital	$	-		$	1,250
Reclassification from accrued liabilities to accounts payable	$	9,900		$	-
Share adjustment	$	331		$	-
Advances from shareholders	$	53,038		$	1,000
Issuance of preferred stock in payment of advance from shareholders	$	51,038		$	-

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

Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

September 30, 2014

(Unaudited)

NOTE A – ORGANIZATION AND NATURE OF BUSINESS

Classic Rules Judo Championships, Inc. was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. ("Classic Rules") on July 15, 2008. Classic Rules formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company currently operates in real estate investment activities focused in the New York City metropolitan area.

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements as of September 30, 2014, and for the three and nine months ended September 30, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position as of September 30, 2014 and the results of operations for the three and nine months ended September 30, 2014 and 2013 and cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All significant inter-company balances and transactions have been eliminated in consolidation.

NOTE B – GOING CONCERN

The accompanying consolidated 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. As of September 30, 2014, the Company had a working capital deficit of $23,114 and accumulated deficit of $311,178. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company needs to raise additional capital in order to fully develop its business plan. Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and adequate cash flows from operations.

Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

September 30, 2014

(Unaudited)

NOTE C – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share.

On May 9, 2014, the Company approved the designation of 500,000 shares of the preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock has liquidation preferences over all other current and future classes of stock with each share being entitled to 200 votes.

On May 9, 2014, a related party company controlled by the former majority shareholder entered into an acquisition agreement with the Company to purchase 500,000 shares of Series A Preferred Stock for a total consideration of $200,000 (the “Purchase Price”). The acquisition agreement stipulated in the event of nonpayment before September 30, 2014, the escrow agent shall release the shares to the related party in proportion to the amount paid of the Purchase Price with the remainder delivered back to the Company. As the related party company has paid $51,038 of expenses on behalf of the Company, the Company issued 128,700 shares as repayment of advances from the related party company. The remaining 371,300 shares were issued back to the former related party, for which the Company recorded a compensation expense in the amount of $148,962.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. At September 30, 2014 there were 18,922,426 shares of common stock issued and outstanding.

On January 7, 2014 the Company sold 769,892 shares of common stock to a company owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320.

On January 1, 2014, common stock was increased by 330,960 shares representing shares held in Blue Ribbon Pyrocol, Inc. by Jerry Greenbaum and Nathan Lapkin. The shares were to be exchanged for shares in Classic Rules, however the shares of Classic Rules were not issued. Common stock and additional paid in capital were adjusted in the amount of $331 representing the par value of the shares.

NOTE D – RELATED PARTY TRANSACTIONS

On January 7, 2014, the Company sold 769,892 shares of common stock to a related party company which was a principal shareholder of the Company and owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320.

During the nine months ended September 30, 2014, a principal shareholder and also former President contributed $106 to the Company as additional paid-in capital. Additionally, payments of $74 were made by the related party as of September 30, 2014.

During the six months ended June 30, 2014, related parties made payments totaling $53,038 on behalf of the Company as payment of accounts payable and accrued expenses. Of this amount, $51,038 was paid by a majority shareholder as discussed in Note C and $2,000 was paid by a former officer of the Company.

As discussed in Note C, on May 9, 2014, $51,038 of the shareholder payments were repaid with the issuance of 128,700 shares of Series A Preferred Stock. On the same date, a former related party was issued 371,300 shares of Series A Preferred Stock for compensation valued at $148,962.

There was $2,947 and $873 advances from related parties as of September 30, 2014 and December 31, 2013.

Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

September 30, 2014

(Unaudited)

NOTE E – COMMITMENTS AND CONTINGENCIES

During the third quarter of 2014, the Company identified fraudulent activities entered into by its former CEO who is also a former member of the Board of Directors. The former officer and director of the Company entered into certain employment agreements and convertible notes payable without the proper authorization of the Company or other members of its Board of Directors. The employment agreements and convertible notes payable were entered into during the three months ended June 30, 2014. The Company assessed its potential responsibility for these liabilities entered into and determined it to be remote due to the former officer not having received approval from the Company board of directors to enter into such transactions and the employment agreements and notes being entered into through a fictitious entity with which the Company has no previous or current affiliation with. As such, the impacts of these agreements are not reflected in these financial statements.

NOTE F – SUBSEQUENT EVENTS

On June 24, 2014, the Company entered into a 12-month public relations agreement with Affinity Mediaworks Corp. (OTCBB: AFFW). Under the terms of the agreement the Company shall produce up to four shareholder events during the term of the agreement, that encapsulates the current and proposed status of Affinity Mediaworks. The shareholder events shall include an A-List Entertainer as the Key-Note Speaker and at least three additional A-List entertainers that mingle during the event. The Company shall also use Affinity Mediaworks as a platinum sponsor for unrelated Company functions. The Company agreed to the acceptance of 2,000,000 shares of Affinity Mediaworks Corp. common stock as payment for services.

On August 15, 2014, the Company and Affinity Mediaworks Corp. mutually agreed to terminate the services agreement discussed in Note E. Payment, by way of common stock, was not received from Affinity Mediaworks Corp. nor were services performed by the Company.

On June 3, 2015, the Company amended the designation of the Series A Preferred Stock and converted the outstanding 500,000 shares of Series A Preferred Stock to 200,000 shares of common stock and cancelled the Series A Preferred Stock.

On October 15, 2015, the Company entered into a stock purchase agreement whereby it will issue up to 50,000,000 shares of restricted common stock for $0.01 cash per share representing total cash proceeds of up to $500,000. On the same date, the Company issued 50,000,000 common shares and recorded a subscription receivable for $500,000 of which $30,000 was received on June 2, 2015.

In November 2015, certain shareholders of the Company expressed dissatisfaction. While no legal action was taken by the shareholders, the Company deemed it was in its best interest to settle with the shareholders by issuing a total of 165,480 shares of common stock.

Additionally, on November 4, 2015, the Company issued a total of 34,520 shares of common stock for professional services performed related to settling with the dissatisfied shareholders.

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

Forward-looking Information

This Form 10-Q quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

General

Through June 2, 2014, the Company hosted a series of judo tournaments whereby participants and spectators paid a fee for entry and the Company provided a facility in which the tournaments took place, referees, trophies and other related materials. Through the termination of this business, the Company hosted a total of two tournaments yielding a loss from operations of $140.

Results of Operations

Comparison of the three and nine months ended September 30, 2014 and 2013

Revenues. The Company had no revenue during the three or nine months ended September 30, 2014 or 2013.

Cost of Revenues. The Company had no cost of revenue for the three or nine months ended September 30, 2014 or 2013.

General and Administrative expenses. The Company incurred $12,646 in general and administrative expenses during the three month period ended September 30, 2014 as compared to $3,848 in general and administrative expenses for the comparable period in 2013. Additionally, the Company incurred $183,123 of such expenses during the nine months ended September 30, 2014 compared to $16,727 during the nine months ended September 30, 2013. The increase is a result of increased professional fees associated with catching up delinquent filings with the SEC and stock based compensation totaling $148,962 during the nine months ended September 30, 2014 that was not present during the nine months ended September 30, 2013.

Loss From Operations. The Company incurred an operating loss of $12,646 for the three months ended September 30, 2014 compared to $3,848 during the same period in 2013. Additionally, the Company incurred an operating loss of $183,123 during the nine months ended September 30, 2014 compared to $4,177 during the same period in 2013. The increase in net operating losses is due to increases in general and administrative expenses as explained above.

Other Income (Expense). The Company had no other income or expenses during the three months ended September 30, 2014 or 2013 and $0 and $12,550 of net other income during the nine months ended September 30, 2014 and 2013. The net other income of $12,550 during the nine months ended September 30, 2013 was from the forgiveness of $12,550 of accounts payable which we do not expect to occur in the future.

Net Loss. The Company incurred net losses of $12,646 and $183,123 during the three and nine months ended September 30, 2014 compared to $3,848 and $4,177 during the three and nine months ended September 30, 2013. The increase in net losses is the result of increases in employee costs, general and administrative expenses and other expenses as explained above.

Liquidity and Capital Resources

At September 30, 2014, the Company had current assets of $14 and currently liabilities totaling $23,128 creating a working capital deficit of $23,114. Current assets consisted of $14 in cash. Current liabilities consisted of accounts payable and accrued liabilities totaling $20,181 and advances from related parties totaling $2,947.

Cash Flows

Net cash used in operating activities was $5,186 and $14,727 during the nine months ended September 30, 2014 and 2013, respectively. Net cash used in operating activities during the nine months ended September 30, 2014 consisted of a net loss of $183,123 which was offset by a non-cash expense of $148,962 and a positive change in working capital of $28,975. The net cash used in operating activities during the nine months ended September 30, 2013 consisted of a net loss of $4,177, a non-cash gain on the forgiveness of accounts payable of $12,550 and changes in working capital of $2,000.

Net cash provided by financing activities were $4,500 and $14,725 during the nine months ended September 30, 2014 and 2013, respectively. Net cash provided by financing activities during the nine months ended September 30, 2014 consisted of $74 of proceeds from related party payables, $106 of cash contributions and $4,320 from the sale of common stock. Net cash provided by financing activities during the nine months ended September 30, 2013 consisted of $200 from an advance from a former officer and $14,525 from the sale of common stock.

As of September 30, 2014, the Company was primarily relying on its corporate officers, directors, and outside investors for the funding needed for the implementation of its business plan. The Company’s management is currently looking for the capital needed to complete its corporate objectives. The Company cannot predict the extent to which its liquidity and capital resources will be available prior to executing its business plan or whether it will have sufficient capital to fund typical operating expenses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits 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, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to its chief executive and chief financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of such date.

Management's Assessment of Internal Control over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Quarterly Report on Form 10-Q. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

●

Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of September 30, 2014, based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of September 30, 2014, the Company had material weaknesses in its internal control over financial reporting. Specifically, management identified the following material weaknesses at September 30, 2014:

●	As of September 30, 2014, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.

●	As of September 30, 2014, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to current requirements of GAAP and SEC disclosure requirements.

●	As of September 30, 2014, there was a lack of segregation of duties, in that we had only one person performing all accounting-related duties.

●	As of September 30, 2014, there were no independent directors and no independent audit committee.

As a result of the material weaknesses described above, management has concluded that, as of September 30, 2014, the Company’s internal control over financial reporting involving the preparation and reporting of our financial statements presented in conformity with GAAP, were not effective.

We understand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when practical and necessary.

This quarterly 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 the rules of the SEC that permit us to provide only management's report in this quarterly report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be a party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business. At present, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

An investment in our shares is speculative and involves a high degree of risk. Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment. You should carefully consider the following factors as well as those set forth in our annual report on Form 10-K for the year ended December 31, 2013 and the other information contained herein before deciding to invest in our shares. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described above. The fact that some of the risk factors may be the same or similar to our past filings, means only that the risks are present in multiple periods. We believe that many of the risks detailed here and in our SEC filings are part of doing business in our industry and will likely be present in all periods reported. The fact that certain risks are endemic to our industry does not lessen the significance of the risk. We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock. This report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections.

Smaller reporting companies are not required to provide the information required by this item.

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

On January 7, 2014, the Company received $4,320 in payment pursuant to a stock subscription agreement with a company owned by the Company’s former President for the issuance of 769,892 shares of the Company’s common stock at $0.006 per share.

On May 9, 2014, 128,700 shares of Series A Preferred Stock was issued as repayment of loans from shareholders in the amount of $51,038. On the same date, the shareholder was also issued 371,300 shares of Series A Preferred Stock for compensation valued at $148,962.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1	Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2	Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 14, 2016	Classic Rules Judo Championships, Inc.

	By: /s/ Lorenzo DeLuca
	Lorenzo DeLuca, Chief Executive Officer and President

Dated: November 14, 2016	Classic Rules Judo Championships, Inc.

	By: /s/ Craig Burton
	Craig Burton, Chief Financial Officer and Secretary