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

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 June 30, 2014

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

EXCHANGE ACT

Commission File Number: 333-167451

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.

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: 18,922,426 shares of common stock as of September 18, 2014.

CLASSIC RULES JUDO CHAMPIONSHIPS, INC.

FORM 10-Q

TABLE OF CONTENTS

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.

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

CONTENTS

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

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

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

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

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

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

(Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Consolidated Statement of changes in Stockholders' Deficit

Period From November 16, 2005 (Inception) to June 30, 2014

(Unaudited)

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

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 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 changed its principal activities from hosting and sponsoring judo tournaments to entertainment media. Under its new business model, the Company intends to promote and produce entertainment media such as reality TV, music and records. The Company is currently developing and refining its new business model.

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. The Company has no revenues since inception, has a deficit accumulated during the development stage of $637,500, and has experienced negative cash flows from operations. 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.

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements as of June 30, 2014, and for the three and six months ended June 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 June 30, 2014 and the results of operations for the three and six months ended June 30, 2014 and 2013 and cash flows for the six months ended June 30, 2014 and 2013. The results of operations for the three and six months ended June 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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at June 30, 2014 or December 31, 2013.

Fair Value of Financial Instruments

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to 3 based on the degree to which fair value is observable:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuation based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Change in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses.

Derivative Financial Instruments

Derivatives are recorded on the balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income / expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Black-Scholes Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sources inputs such as interest rates and stock price volatilities. Selection of these inputs involved management’s judgment and may impact net income. During the six months ended June 30, 2014, the Company utilized an expected life ranging from 142 days to 184 days based upon the look-back period of its convertible debentures and notes with volatility in the range of 166% to 206%.

Revenue Recognition

The Company has not yet recognized revenue from its newly planned business activities. Events triggering revenue recognition will depend on the final business model.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 

Equity-Based Compensation

The Company accounts for equity-based compensation transactions with employees under the provisions of ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718.

The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.

Advertising Expense

The Company expenses advertising costs as incurred.

Net Loss Per Common Share

The Company computes basic net loss per common share by dividing the net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed using the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during the year. Common equivalent shares from stock options and other common stock equivalents are excluded from the computation when their effect is anti-dilutive. There were 80,865,000 and 0 common stock equivalents outstanding at June 30, 2014 and December 31, 2013, respectively. 

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At June 30, 2014 and December 31, 2013, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future. 

The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense. At June 30, 2014 and 2013 the Company did not have any unrecognized tax benefits and has not accrued any liability for the payment of tax related interest or penalties. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since inception.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 

Development Stage Enterprise

The Company is a development stage enterprise, as defined in ASC Topic No. 915 “Development Stage Entities.” To date, the Company’s planned principal operations have not fully commenced.

Reclassification

Certain amounts in the 2013 consolidated financial statements have been reclassified to conform to the presentation utilized in the June 30, 2014 consolidated financial statements.

Subsequent Events

In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after June 30, 2014 through the date of the issuance of the accompanying consolidated financial statements.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.

 NOTE D – 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. The Company has designated that these shares of preferred stock have five times voting capacity of the common stock but do not have any conversion or other rights or privileges. The Company issued 1,250,000 preferred shares to the two former officers of the Company.

On April 1, 2013 the Company, Mr. Lapkin and Mr. Gruenbaum cancelled the 1,250,000 outstanding shares of preferred stock held by Mr. Lapkin and Mr. Gruenbaum, 625,000 shares held by each. No consideration was paid by the Company for the return and cancellation of the shares.

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, 500,000 shares of Series A Preferred Stock was issued as repayment of loans from shareholders in the amount of $51,480.

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 June 30, 2014 there were 18,922,426 shares of common stock issued and outstanding.

In July 2008, the Company undertook a private offering of approximately 6,000,000 shares of common stock. The stock was offered with a price of $0.001 per share. The private offering was made to Desmond Capital, Inc. (“Desmond”) through a subscription agreement. Desmond purchased 5,223,050 of the offered shares for a total of $5,373 in cash. Desmond’s shares were purchased with the intention of holding the securities for investment purposes, with no intention of dividing or allowing others to participate in this investment or to sell the securities for at least one year in the event that the Company becomes registered with the Securities and Exchange Commission.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE D – STOCKHOLDERS’ DEFICIT (Continued)

Common Stock (continued)

On July 15, 2008, the Company issued 1,160,678 shares of common stock to its former officer and director, Chris Angle. The shares were issued to Mr. Angle as compensation for services rendered as the officer and director of the Company. As the Company had minimal assets and operations at the date of issuance, the shares were valued at their par value of $0.001 per share and $1,161 was recorded as stock-based compensation.

On July 15, 2008, the Company issued 1,160,678 shares of common stock to a consultant, Nathan Lapkin. The shares were issued to Mr. Lapkin as compensation for his accounting services rendered to the Company.

On July 15, 2008, the Company issued 1,160,678 shares of common stock to a consultant, Jerry Gruenbaum, Esq. The shares were issued to Mr. Gruenbaum as compensation for his legal services rendered to the Company.

The shares issued to Messrs. Gruenbaum and Lapkin were for consulting services and were valued at the fair value of the services provided. Due to the lack of assets and operations of the Company and the lack of a market for the Company’s stock, the Company determined that the fair value of the services provided were more reliably measurable. The Company obtained invoices from Messrs. Gruenbaum and Lapkin for the services provided. Mr. Gruenbaum provided legal services valued at $5,805 and Mr. Lapkin provided accounting and consulting services valued at $6,000. The Company issued both individuals the same number of shares for the services rendered. After reviewing the services provided, the Company noted that there was a $195 difference in the value of the services provided by these two individuals. The Company concluded that this difference was insignificant and did not require any adjustment. See Note F.

On March 29, 2010, the Company sold 825,826 shares of common stock at $0.006 per share to an investor under a stock subscription agreement and received proceeds of $5,000.

On August 18, 2010, the Company sold 185,079 shares of common stock at $0.009 per share to its former President under a stock subscription agreement and received proceeds of $1,750.

On March 17, 2011 the Company sold 161,415 shares of common stock at $0.009 per share to the spouse of its former President under a stock subscription agreement and received proceeds of $1,500.

On March 25, 2011 the Company sold 109,224 shares of common stock at $0.009 per share to an investor under a stock subscription agreement and received proceeds of $1,000.

 On November 15, 2011 the Company sold 430,107 shares of common stock at $0.009 per share to an investor under a stock subscription agreement and received proceeds of $4,000.

On November 21, 2011 the Company sold 134,408 shares of common stock at $0.009 per share to an investor under a stock subscription agreement and received proceeds of $1,250.

On February 8, 2012 the Company sold 105,305 shares of common stock at $0.009 per share to an investor under a stock subscription agreement and received proceeds of $900.

On February 8, 2012, the Company sold 104,366 shares of common stock at $0.009 per share to the spouse of its former President under a stock subscription agreement and received proceeds of $900.

On February 8, 2012 the holder of the convertible loan payable converted his $5,000 loan into 590,293 newly issued shares of common stock in the Company at $0.008 per share.

On February 14, 2012 the Company sold 315,018 shares of common stock at $0.008 per share to an investor under a stock subscription agreement and received proceeds of $2,500.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE D – STOCKHOLDERS’ DEFICIT (Continued)

Common Stock (continued)

On February 14, 2012, the Company sold 307,271 shares of common stock at $0.008 per share to the spouse of its former President under a stock subscription agreement and received proceeds of $2,500.

On March 17, 2012, the Company sold 361,398 shares of common stock at $0.008 per share to two investors under stock subscription agreements and received proceeds of $2,750.

On March 17, 2012, the Company sold 226,025 shares of common stock at $0.008 per share to the spouse of its former President under a stock subscription agreement and received proceeds of $1,750.

On August 9, 2012, the Company sold 204,088 shares of common stock at $0.007 per share to the spouse of its former President under a stock subscription agreement and received proceeds of $1,500.

On August 9, 2012, the Company sold 340,147 shares of common stock at $0.007 per share to two investors under stock subscription agreements and received proceeds of $2,500.

On March 14, 2013 the Company entered into a stock subscription agreement with a company owned by the Company’s former CEO, Mr. Angle, for the issuance of 640,292 shares of the Company’s common stock at $0.007 per share or $4,525. Proceeds of $4,025 have been received. The advance from officer in the amount of $500 has been applied to the amount due leaving a stock subscription receivable of $0 at June 30, 2014 and December 31, 2013.

On May 24, 2013 the Company entered into a stock subscription agreement with a company owned by Mr. Angle, the Company’s former CEO for the issuance of 1,035,328 shares of the Company’s common stock at $0.007 per share or $7,000.

On August 7, 2013 the Company received $1,250 in payment pursuant to a stock subscription agreement with M. Timofejeva for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share.

On August 7, 2013 the Company received $1,250 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013 the Company received $600 in payment pursuant to a stock subscription agreement with the Stamford Leaning Center (a company owned by the Company’s former President) for the issuance of 100,164 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013 the Company received $400 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 66,776 shares of the Company’s common stock at $0.006 per share.

On November 12, 2013 the Company received $2,000 in payment pursuant to a stock subscription agreement with M. Timofejeva for the issuance of 327,766 shares of the Company's common stock at $0.006 per share. 

On November 14, 2013 the Company sold 451,334 shares of common stock at $0.006 per share to a company owned by the Company's former President under a stock subscription agreement and received $2,700.

On November 14, 2013 the Company sold 51,502 shares of common stock at $0.006 per share to the Company's former President under a stock subscription agreement and received $300.

On December 6, 2013 the Company sold 602,662 shares of common stock at $0.006 per share to the spouse of its former President under a stock subscription agreement and received $3,500. 

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE D – STOCKHOLDERS’ DEFICIT (Continued)

Common Stock (continued)

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.

In connection with the convertible notes issued by the Company, the Company has reserved 80,865,000 shares of the Common stock for the potential conversion of the notes. The Company’s total authorized is 100,000,000 and its current issued and outstanding as at September 18, 2014 is 18,922,426.

NOTE E – INCOME TAXES

The income tax provision differs from the amount computed by applying the U.S. Federal and state statutory corporate income tax rates as follows:

Net deferred tax assets and liabilities consist of the following components:

Based upon historical net losses and the Company being in the development stage, management believes that it is not more likely than not that the deferred tax assets will be realized and has provided a valuation allowance of 100% of the deferred tax asset. The valuation allowance increased by $208,873 and $11,843 in the six months ended June 30, 2014 and year ended December 31, 2013, respectively.

The Company's net operating loss carry-forward amounting to $127,664 at December 31, 2013, expires as follows:

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE F – RELATED PARTY TRANSACTIONS

From inception prior to the appointment of Mr. Angle, in July 2008 the former management (Mr. Lapkin) of the Company contributed a total of $5,868 in cash into the Company for operating expenses. In addition, in July 2008, former management, Mr. Lapkin & Mr. Gruenbaum, agreed to assist Mr. Angle to file a registration statement, for which they were paid a total of $11,805 ($6,000 to Mr. Lapkin and $5,805 to Mr. Gruenbaum) in Company stock for accounting and legal services.

In July 2008, Desmond Capital, Inc. invested $5,373 in the Company in return for 5,223,050 newly issued shares. The president of Desmond Capital is Mr. Chris Angle who is also the former President of the Company. Desmond Capital has two purposes: first is to provide consulting and advice to small start up companies and to invest in these companies to help bring capital for expansion. The Desmond Capital investment was used for the on-going operations of the Company.

During 2010 Mr. Angle, the Company’s former CEO, contributed to additional paid-in capital $30 in cash for operating expenses.

During 2011 Mr. Angle, advanced the Company $140 in cash for operating expenses. The advance had no stated terms of repayment and was non-interest bearing. 

During 2012 Mr. Angle, advanced the Company $25 in cash for operating expenses. The advance had no stated terms of repayment and was non-interest bearing.

In January 2013, Mr. Angle advanced the Company $100 in cash for operating expenses. The advance had no stated terms of repayment and was non-interest bearing. 

On March 14, 2013 the Company entered into a stock subscription agreement with a company owned by the Company’s former CEO, Mr. Angle, for the issuance of 640,292 shares of the Company’s common stock at $0.007 per share or $4,525. Proceeds of $4,025 have been received. The advance from officer in the amount of $500 has been applied to the amount due leaving a stock subscription receivable of $0 at December 31, 2013.

In March 2013, the $265 advance to the Company by Mr. Angle was used by Mr. Angle as partial payment on a stock subscription entered into by a company owned by Mr. Angle.

In April 2013, Mr. Angle, the Company’s former CEO, made a payment of $1,000 on behalf of the Company in payment of

accounts payable.

In May 2013, the Company entered into a stock subscription agreement with a company owned by Mr. Angle, the Company’s former CEO for the issuance of 1,035,328 shares of the Company’s common stock at $0.007 per share or $7,000.

In June 2013, Mr. Angle advanced the Company $60 in cash for operating expenses. The advance had no stated terms of repayment and was non-interest bearing.

In June 2013, $235 of the advance from officer was used as payment on the stock subscription receivable.

On August 7, 2013, the Company received $1,250 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013, the Company received $600 in payment pursuant to a stock subscription agreement with the Stamford Learning Center (a company owned by the Company’s former President) for the issuance of 100,164 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013, the Company received $400 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 66,776 shares of the Company’s common stock at $0.006 per share.

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE F – RELATED PARTY TRANSACTIONS (CONTINUED)

In September 2013, Mr. Angle advanced the Company $40 in cash for operating expenses. The advance has no stated terms of repayment and is non-interest bearing.

In November 2013, Mr. Angle advanced the Company $8 in cash for operating expenses. The advance has no stated terms of repayment and is non-interest bearing.

On November 14, 2013, the Company sold 451,334 shares of common stock at $0.006 per share to a company owned by the Company's former President under a stock subscription agreement and received $2,700.

On November 14, 2013, the Company sold 51,502 shares of common stock at $0.006 per share to the Company's former President under a stock subscription agreement and received $300.

On December 6, 2013, the Company sold 602,662 shares of common stock at $0.006 per share to the spouse of its former President under a stock subscription agreement and received $3,500.

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.

During the six months ended June 30, 2014, a shareholder contributed $140 to the Company as additional paid-in capital.

During the six months ended June 30, 2014, shareholders made payments totaling $42,977 on behalf of the Company as payment of accounts payable and accrued expenses.

During the six months ended June 30, 2014, shareholders made payments totaling $10,504 on behalf of the Company for current year operating expenses.

On May 9, 2014, $51,480 of the shareholder payments were repaid with the issuance of 500,000 shares of Series A Preferred Stock.

NOTE G – FAIR VALUE MEASUREMENTS

On a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy.  The following table presents information about the Company’s liabilities measured at fair value as of June 30, 2014 and December 31, 2013:

Classic Rules Judo Championships, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2014

(Unaudited)

NOTE G – FAIR VALUE MEASUREMENTS (CONTINUED)

The changes in the fair value of recurring fair value measurements are measured using the Black Scholes valuation model, and relate solely to the derivative liability as follows:

NOTE H – CONVERTIBLE NOTES PAYABLE

During the six months ended June 30, 2014, the Company entered into five separate convertible notes payable with two separate lenders for proceeds of $80,685 represented by $19,000 in cash to the Company and $64,685 in expenses paid directly by the lenders on behalf of the Company. The notes bear interest at 15% per annum and are due six months from the origination date. Further, the notes are convertible at the greater of $0.001 or 40% of the average of the lowest two closing bid prices of the Company’s common stock in the preceding ten trading days. The convertibility feature of these notes created total derivative liabilities of $380,864, and debt discounts of $80,860. Of the $80,860 debt discounts, $9,245 was amortized as interest expense during the six months ended June 30, 2014 leaving an unamortized debt discount of $71,435 at June 30, 2014. The following table depicts a summary of the convertible notes payable as of June 30, 2014:

NOTE I – ENTRY INTO A MATERIAL AGREEMENT

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.

NOTE J – SUBSEQUENT EVENTS

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

 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. The Company hosted a total of two tournaments yielding a loss from operations of $140.

On June 2, 2014, the Company changed its future plans to promote and produce entertainment media such as reality TV, music and records. The Company is currently developing and refining its new business model.

Results of Operations

Comparison of the three and six months ended June 30, 2014 and 2013

Revenues. The Company had no revenue during the three or six months ended June 30, 2014 or 2014 due to the Company transitioning to new business activities which will require a period of three to six months to fully engage in.

Cost of Revenues. The Company had no cost of revenue for the three or six months ended June 30, 2014 or 2013 due to the Company transitioning to new business activities which will require a period of three to six months to fully engage in.

Employee Costs: During the three and six months ended June 30, 2014, the Company incurred $99,650 of employee costs compared to $0 during the same periods in 2013. The increase is due to the Company hiring three new employees during the three months ended June 30, 2014 where there were none previously.

General and Administrative expenses. The Company incurred $13,380 in general and administrative expenses during the three month period ended June 30, 2014 as compared to $10,305 in general and administrative expenses for the comparable period in 2013. Additionally, the Company incurred $21,888 of such expenses during the six months ended June 30, 2014 compared to $12,879 during the six months ended June 30, 2013. The increase is a result of professional fees associated with being a publicly reporting company.

Loss From Operations. The Company incurred an operating loss of $113,030 for the three months ended June 30, 2014 compared to $10,305 during the same period in 2013. Additionally, the Company incurred an operating loss of $121,538 during the six months ended June 30, 2014 compared to $12,879 during the same period in 2013. The increase in net operating losses is due to small increases in general and administrative expenses and the hiring of three employees as explained above.

Other Income (Expense). The Company had net other expenses of $387,907 during the three and six months ended June 30, 2014 compared to $0 for the three months ended June 30, 2013 and a net gain of $12,550 during the six months ended June 30, 2013. Net other expenses during the three and six months ended June 30, 2014 consisted of interest expense of $9,943, of which $9,245 was the result of the amortization of discounts on convertible notes payable, and a change in derivative liability of $377,964 from the issuance of convertible notes payable. The amortization of debt discounts will continue through the maturation of the related convertible notes payable. The net other income of $12,550 during the six months ended June 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 $500,937 and $509,445 during the three and six months ended June 30, 2014 compared to $10,305 and $329 during the three and six months ended June 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 June 30, 2014, the Company had a working capital deficit of $471,241.

On March 14, 2013 the Company entered into a stock subscription agreement with a company owned by Mr. Angle, the Company’s former CEO for the issuance of 640,292 shares of the Company’s common stock at $0.007 per share or $4,525.

On May 24, 2013 the Company entered into a stock subscription agreement with a company owned by Mr. Angle, the Company’s former CEO for the issuance of 1,035,328 shares of the Company’s common stock at $0.007 per share or $7,000.

On August 7, 2013 the Company received $1,250 in payment pursuant to a stock subscription agreement with M. Timofejeva for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share.

On August 7, 2013 the Company received $1,250 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013 the Company received $600 in payment pursuant to a stock subscription agreement with the Stamford Learning Center (a company owned by the Company’s former President) for the issuance of 100,164 shares of the Company’s common stock at $0.006 per share.

On September 10, 2013 the Company received $400 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 66,776 shares of the Company’s common stock at $0.006 per share.

On November 12, 2013 the Company received $2,000 in payment pursuant to a stock subscription agreement with M. Timofejeva for the issuance of 327,766 shares of the Company's common stock at $0.006 per share. 

On November 14, 2013 the Company sold 451,334 shares of common stock at $0.006 per share to a company owned by the Company's former President under a stock subscription agreement and received $2,700.

On November 14, 2013 the Company sold 51,502 shares of common stock at $0.006 per share to the Company's former President under a stock subscription agreement and received $300.

On December 6, 2013 the Company sold 602,662 shares of common stock at $0.006 per share to the spouse of its former President under a stock subscription agreement and received $3,500. 

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.

Cash Flows

Net cash used in operating activities was $23,486 and $11,178 during the six months ended June 30, 2014 and 2013, respectively. Net cash used in operating activities during the six months ended June 30, 2014 consisted of a net loss of $509,445 which was partially offset by non-cash expenses of $459,398 and a positive change in working capital of $26,561. The net cash used in operating activities during the six months ended June 30, 2013 consisted of a net loss of $329, a non-cash gain on the forgiveness of accounts payable of $12,550 and changes in working capital of $1,701.

Net cash provided by financing activities were $23,468 and $11,185 during the six months ended June 30, 2014 and 2013, respectively. Net cash provided by financing activities during the six months ended June 30, 2014 consisted of $8 of proceeds from bank overdrafts, $19,000 from notes payable, $140 of cash contributions and $4,320 from the sale of common stock. Net cash provided by financing activities during the six months ended June 30, 2013 consisted of $160 from an advance from a former officer and $11,025 from the sale of common stock.

As of June 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:

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 June 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 June 30, 2014, the Company had material weaknesses in its internal control over financial reporting. Specifically, management identified the following material weaknesses at June 30, 2014:

As a result of the material weaknesses described above, management has concluded that, as of June 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, 500,000 shares of Series A Preferred Stock was issued as repayment of loans from shareholders in the amount of $51,480.

Item 3.         Defaults Upon Senior Securities

None.

Item 4.         Mine Safety Disclosures

N/A

Item 5.         Other Information

None.

Item 6.         Exhibits

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.

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