CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Judo CapitalStockholders of Newpoint Financial Corp. (formerly known asClassic Rules Judo Championships, Inc.)

Staten Island, NY

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetssheet of Judo CapitalNewpoint Financial Corp. (formerly known as Classic Rules Judo Championships, Inc.) (the “Company”) as of December 31, 2016 and 2015,2022, and the related consolidated statements of operations, stockholders’ equity(deficit),deficit, and cash flows for the yearsyear then ended. ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’sCompany’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationAs part of our audit, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company. as of December 31, 2016, and 2015, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note [B]2 to the consolidated financial statements, the Company has suffered recurringno revenue, has generated net losses from operationsduring the current and preceding years, and has an accumulated deficit of $1,872,038 as of December 31, 2022, all of which raisesraise substantial doubt about its ability to continue as a going concern. Management'sThe ability of the Company to continue as a going concern is dependent on receiving continued support from related companies, raising capital and generating revenue from operations. Management’s evaluation of these events and conditions and its plans in regard to theseregarding those matters are also described in Note [B].2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Investment in Common Stock and Allowance for Credit Facility Receivable

As discussed in notes 4 and 5 to the financial statements, the Company owns shares of common stock in a privately held company and has also entered into a credit facility agreement to provide funding to this company for which it has a credit facility receivable as of December 31, 2022. In connection therewith, the 2022 financial statements reflect an impairment of the investment and a valuation allowance against the receivable.

We identified management’s determination with regard to the valuation of the Company’s investment in the common stock of the privately held entity, along with management’s evaluation as to the realizability and collectability of the credit facility receivable as a critical audit matter because of (1) the lack of readily determinable market information available to value the investment in the common shares; (2) the limited financial data and information that was available to management to assess the financial net worth and resources of the company to repay the receivable; and (3) the inherently subjective nature of management’s judgement as to establishing an appropriate carrying value for the investment and the collectability of the receivable. These matters required significant audit effort to assess, and a high degree of auditor judgement to evaluate, the reasonableness of management’s estimates related to its determination as to the net carrying amount of the investment in common stock and the credit facility receivable as of December 31, 2022.

Management’s evaluation and determination of the fair value of the Company’s investment in the common stock of a privately held company and judgment as to any potential impairment of such investment, along with the determination of a valuation allowance of the credit facility receivable for the same privately held company requires management to make significant estimates and assumptions regarding the relevant investment valuation and receivable allowance amounts. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions was complex and required a high degree of auditor judgement.

Our audit procedures to address these matters included the following:

/s/ PKF O’Connor Davis, LLP

We have served as the Company’s auditor since January 10, 2023

New York, New York

May 5, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Newpoint Financial Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Newpoint Financial Corp. (the Company) as of December 31, 2021, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has no revenues, has incurred net losses during the current and preceding years, and has an accumulated deficit of $532,090 as of December 31, 2021. The ability of the Company to continue as a going concern is dependent on raising capital and ultimately achieving profitable operations. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following:

We served as the Company’s auditors from 2021 through 2023

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 29, 2017Glastonbury, Connecticut

April 15, 2022

PCAOB ID: 264

NEWPOINT FINANCIAL CORP.

BALANCE SHEETS

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

Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income.

Judo Capital Corp.

Formerly Classic Rules Judo Championships, Inc.Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment.

Notes

Valuation allowance for fixed income securities

Management evaluates current expected credit losses (“CECL”) for all Held-to-Maturity (“HTM”) securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to Consolidated Financial Statementsthe individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults.

December 31, 2016 and 2015

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments:Instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value ofThe Company measures certain financial instruments, both assets and liabilities recognized and not recognizedat fair value based on the balance sheet,exchange price that would be received for which it is practicablean asset or paid to estimate fair value. Topic No. 825 defines fair value oftransfer a financial instrument asliability (an exit price) in the amount at whichprincipal or most advantageous market for the instrument could be exchangedasset or liability in a currentan orderly transaction between willing parties. At December 31, 2016 and 2015 themarket participants. The carrying value of the Company’s cash and cash equivalents and accounts payable and accrued liabilities and related party payables approximate their fair value due tobecause of the short-term nature of these financial instruments.

Equity-Based Compensation

The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognitioninstruments and their liquidity. Management is of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensationopinion that the Company is measured at the market pricenot exposed to significant interest or credit risks arising from these financial instruments.

Income Taxes

Deferred income tax assets and liabilities are determined based on the dateestimated future tax effects 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 assumptionsnet operating loss and elections including expected stock price volatilitycredit carryforwards 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.

Judo Capital Corp.

Formerly Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company accounts for income taxes in accordance with FASB 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 thetemporary differences between the tax basis of assets and liabilities and their reportedrespective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on the financial statements. The resultingits deferred income 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 December 31, 2016 and 2015, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined thatif it is not more likely than not that the net operating loss carry forwardsthese deferred income tax assets will be realized in the future.realized.

The Company recognizes and measuresa tax benefit from an uncertain tax positions and records tax benefits whenposition only if 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 positionsa position 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 componentAs of income tax expense. At December 31, 20162022 and 2015December 31, 2021, the Company didhas determined it does not have any unrecognizeduncertain tax benefits and has not accrued any liability for the payment of tax related interest or penalties. positions.

Segment Reporting

The CompanyCompany’s business currently has no federal or state tax examinationsoperates in progress nor has it had any federal or state tax examinations since inception.one segment.

Subsequent Events

In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2016 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.

Advertising Costs

The Company's policy regarding advertising is to expense advertising when incurred.

Net Loss Per Commonper Share

The Company computescomputation of basic net loss per common share by dividing net loss attributable to common stockholders byis based on the weighted average number of shares that were outstanding during the year. The computation of common stock outstanding for the period. Diluteddiluted net loss per common share is computed usingbased on the weighted average number of shares of common stock and dilutive common equivalent shares outstanding duringused in the year. Common equivalent shares from stock options and other common stock equivalents are excluded from the computation when their effect is anti-dilutive. The Company was in a loss position for all periods presented and, accordingly, there is no difference between basic net loss per share and diluted loss per share.calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 7 – Stockholders’ Deficit.

Recently Issued Accounting Pronouncements

Related partiesThe Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,”subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

NOTE 4 – INVESTMENTS

On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand (500,000) units (“Units”), each Unit having a stated value of $100 and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) 2.503474 shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for ten years for additional shares of common stock of up to $50,000,000, subject to adjustment as set forth therein. In aggregate, we acquired (i) 500,000 shares of Novea Preferred Stock, (ii) 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company.

As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that is owned by the current controlling shareholders of the Company, issued to Novea on behalf of the Company ten (10) secured $5,000,000 notes (each a “Collateral Note”), totalling $50,000,000. The Collateral Notes were due on demand and we had the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.

As of December 31, 2021, investments consisted of the acquisition of redeemable preferred stock in connection with the Novea Stock purchase agreement as stated above. The Company acquired five hundred thousand (500,000) units (“Units”), each Unit having a stated value of $100 and consisting of one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) which was classified as held to maturity, with a term of 10 years. The amortized cost was $50,000,000 as of December 31, 2021. The Novea Common Stock and warrants purchased were considered to have had a de minimis value as of December 31, 2021. Novea issued 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock outstanding as of December 31, 2021. The shares issued had no par value. Novea is a private company and does not have a readily determinable fair value.

On September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company delivered to Novea for cancellation: (a) All issued certificates for 500,000 shares of Novea Preferred Stock. (b) Warrants to purchase up to $50,000,000 shares of Novea Common Stock.

As consideration to the Company in exchange for agreeing to the Modification, the company retained the 1,251,737 shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional 1,593,437 shares so that the Company maintained a minimum of 10% of the total outstanding shares as of December 31, 2022.

As at December 31, 2022, management impaired the Company’s equity investment in Novea to zero. This is based on management’s best estimates of the current risk factors involved. These risk factors remain elevated given the lack of clarity regarding the future projections for Novea.

On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, the Company agreed to purchase from CRHI 45,000 shares of Class A Common Stock of CRHI, over a ten year period, for a total purchase price of $10 million to be paid over a ten year period. The initial payment of $1 million was completed, however the transaction closing was contingent upon New Jersey Department of Banking and Insurance approval and other customary closing conditions.

On October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, the Company agreed to purchase from CRHI 10,000,000 shares of Class B Stock of CRHI for a purchase price of $10,000,000. Such purchase price was payable in the form of a demand promissory note.

Reclassification

On November 16, 2021, we entered into a stock purchase agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the stock purchase agreement, the Company agreed to purchase shares representing 9.9% of CRHI for a purchase price of $2,650,000. Closing of the acquisition was subject to receipt of regulatory approvals and other customary closing conditions. During 2021, the Company also agreed a subscription agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the agreement, we agreed to purchase Class A ordinary shares representing 100% of Citadel Reinsurance Company to be subscribed to in equal instalments of $2,500,000 paid annually for a 10-year period.

On November 21, 2022, the Company entered into a Rescission agreement with Citadel Risk Holdings and Citadel Reinsurance Company Limited, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company and Citadel Reinsurance Company. Notwithstanding any of the terms and conditions contained within the agreements, agreed to cancel from inception with no further liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note Issuance Agreement and the Collateral Agreement. The initial deposit of $1,000,000 was repaid to the Company during 2022.

The Company follows U.S GAAP guidance on Fair Value Measurements, which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets.

Level 1 – Inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets.

Level 2 – Inputs related to assets with quoted prices in markets that are not considered active or other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data.

Certain priorLevel 3 – Inputs are unobservable and are used to the extent that observable inputs do not exist.

The Company’s investment in the common stock of Novea is considered a level 3 investment.

NOTE 5 – CREDIT COMMITMENT

The Company entered into a five (5) year amounts have been reclassifiedrevolving credit facility agreement to conformprovide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. During 2022 and 2021 the Company advanced $167,300 and $163,500, respectively to Novea, Inc. The outstanding principal was $330,800 and $163,500 as of December 31, 2022 and 2021, respectively. As of December 31, 2022, and December 31, 2021 there was $4,669,200 and $4,836,500, respectively of additional borrowings available to Novea subject to the borrowing criteria being maintained.

The Company has recognized a full allowance against the $330,800 funds provided to Novea as of December 31, 2022. The valuation allowance reflects management’s assessment that it is more likely than not that a portion of the Company’s credit facility provided will not be realized. As of December 31, 2022, the Company’s valuation allowance for the credit facility was $330,800 which was recorded as a reduction to current year presentation.assets on the balance sheet. The Company will continue to evaluate the realizability of the credit facility and may adjust the valuation allowance in future periods based on changes in the available evidence.

NOTE D6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE

SCHEDULE OF RELATED PARTY TRANSACTION

NOTE 7 – STOCKHOLDERS’ DEFICIT

Preferred Stock

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

Judo Capital Corp.

Formerly Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

There were no shares of preferred stock issued or outstanding as of December 31, 2016 and 2015

NOTE D – STOCKHOLDERS’ DEFICIT (CONTINUED)

Preferred Stock (continued)

On June 3, 2015, the Company accepted the conversion of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.

There was 0 shares of Series A Preferred Stock issued and outstanding at2022 or December 31, 2016 and 2015.2021.

Common Stock

The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001$0.001 per share.

On June 3, 2015, the Company accepted the conversion As of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.

On October 15, 2015, the Company issued 50,000,000 shares of common stock Gladstone Ventures, LLC which the Company’s CEO is a Managing Member, for cash proceeds of $30,000 and a subscription receivable of $30,000, which was subsequently collected on October 4, 2016.

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. The common stock issuance was treated as an equity financing activity and adjusted against additional paid in capital.

On November 4, 2015, the Company issued a total of 34,520 shares of common stock fair valued at $41 for professional services performed related to settling with the dissatisfied shareholders.

At December 31, 20162022 and 2015December 31, 2021 there were 69,322,42619,153,923 shares of common stock issued and outstanding. During the twelve months ended December 31, 2021, the Company issued 18,937,738 shares to settle related party liabilities.

NOTE E8 – INCOME TAXES

TheDeferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax provision differs frompurposes. Significant components of the amount computed by applying the U.S. Federal and state statutory corporate income tax rates as follows:

NetCompany’s deferred tax assets, at federal rate of 21%and liabilities consiststate rate of the following components:7%, at December 31, 2022 and 2021 are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

The Company’s net operating loss carry forwards was $823,326 as of $347,915 will begin to expire in 2028.

Judo Capital Corp.

Formerly Classic Rules Judo Championships, Inc.

Notes to Consolidated Financial Statements

December 31,2022. Accordingly, there is no current tax expense for the year ended December 31, 20162022 and 2015December 31, 2021.

The net increase in the valuation allowance for deferred tax assets was $250,610 for the year ended December 31, 2022. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 28% for the years ended December 31, 2022 and 2021:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

The fiscal years 2018 through 2022 remain open to examination by federal authorities and other jurisdictions in which the Company operates.

We did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended December 31, 2022 or December 31, 2021 due to the operating losses experienced during the years ended December 31, 2022 and December 31, 2021. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

During 2021, the Company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loans in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate equal to LIBOR plus 5.25%. (See Note 5 to the Financial Statements).

The Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. As of December 31, 2022 the Company has additional available borrowings of $836,500 after it was provided $163,500 as a related party transaction for the credit commitment agreement with Novea.

The former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022. He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act. Mr. Shirshac was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He did not name the Company in the suit nor allege that the Company employed him. Mr. Shirshac denies being informed he was terminated from Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $33,445.

On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for:

1. Tortious interference with existing and prospective economic advantage;

2. Negligent interference with existing and prospective economic advantage;

3. Trade libel;

4. Violation of business and professions code section 17200 and request for injunctive relief.

The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.

The complaint filed with regard to the BMA, is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the expected costs as the matter is in an early stage and further disclosure of anticipated amounts may prejudice proceedings.

NOTE 10 –SUBSEQUENT EVENTS

On March 15, 2023, the Company entered into a Loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc (an affiliated entity). On March 21, 2023, the Company made a payment of $500,000 to Mutual Holdings Inc. The Loan shall be repaid within 12 months and interest on the loan will be charged at a flat rate of 10%.

NOTE F – RELATED PARTY TRANSACTIONSItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On February 2, 2023, Mahoney Sabol & Company, LLP and Advisors (“Mahoney Sabol & Company, LLP”) was dismissed as the Company’s independent auditor. The decision to dismiss Mahoney Sabol & Company, LLP was approved by the Company Board of Directors.

The reports of Mahoney Sabol & Company, LLP on the Company’s financial statements for the year ended December 31, 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that, the reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern.

During the year ended December 31, 20152021 and in the subsequent interim period through February 2, 2023 the Company received cash contributions fromdid not have any disagreements with Mahoney Sabol & Company, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Mahoney Sabol & Company LLP’s satisfaction, would have caused Mahoney Sabol & Company, LLP to make reference thereto in its report on the Company’s financial statements for such periods.

During the years ended December 31, 2021 and in the subsequent interim period through February 2, 2023, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Mahoney Sabol & Company, LLP with a related party totaling $32copy of this disclosure set forth under this Item 9 and made net repaymentsrequested that Mahoney Sabol & Company, LLP furnish a letter addressed to related parties of $74. Additionally, there was $128 which was expenses paid by this related party on behalfthe Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the Company. Theletter from Mahoney Sabol & Company, currently operates outLLP is attached hereto as Exhibit 16.1.

On February 2, 2023, the Company engaged PKF O’Connor Davies, LLP (“PKF”) as the Company’s independent registered public accounting firm.

During the years ended December 31, 2022 and December 31, 2021, and in the subsequent interim period through February 2, 2023, the Company did not consult with PKF with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the office related party freetype of rent.audit opinion that would have been rendered on the Company’s financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

ThereThe decision to engage PKF was $0 due to related parties as of December 31, 2016 and 2015.

On October 15, 2015, the Company issued 50,000,000 shares of common stock to Gladstone Ventures, LLC whichapproved by the Company’s CEO is a Managing Member, for cash proceeds of $30,000 and a subscription receivable of $30,000, which was subsequently collected on October 4, 2016.

NOTE G – 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 transactionsdirectors.

Item 9A. Controls 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.Procedures.

NOTE F – SUBSEQUENT EVENTS

The Company amended its Certificate of Incorporation on February 15, 2017 to change its name from Classic Rules Judo, Inc. to Judo Capital Corp.

On February 21, 2017, the Company received $20,000 under its credit facility to Delshah Ventures to fund general working capital requirements.

None.

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission, or the SEC defines the term "disclosure“disclosure controls and procedures"procedures” to mean a company'scompany’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, as amended, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'sSEC’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'sissuer’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'sSEC’s rules and forms and that information required to be disclosed is accumulated and communicated to its chief executive and chief financial officersofficer 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 havehas concluded that the Company'sCompany’s disclosure controls and procedures were not effective as of such date.

Management'sManagement’s Annual Report on 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 Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"(“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 l5d-15(f) under the Exchange Act. A company'scompany’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'sCompany’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 managementManagement has evaluated the effectiveness of the Company'sCompany’s internal control over financial reporting as of December 31, 20162022 based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 2013 Framework. Based on that evaluation, our management has concluded that, as of December 31, 2016,2022, the Company had material weaknesses in its internal control over financial reporting.

Specifically, management identified the following material weaknesses at December 31, 2016:2022:

● As of December 31, 2022 there were material weaknesses in the Company’s internal controls over financial reporting with regard to properly classifying expenses to the appropriate expense accounts and in determining whether certain expenses were reimbursable from related party entities, as well as in capturing and recording all year-end liabilities as part of its cut off procedures.

● As of December 31, 2022, there was a lack of segregation of duties, in that we had an insufficient amount of people to support the payment function and respective accounting-related duties.

● As of December 31, 2022, there were no independent directors and no independent audit committee.

As a result of the material weakness described above, management has concluded that, as of December 31, 2016,2022, 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 annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sManagement’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'smanagement’s report in this annual report.

Item 9B. Other Information.

On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand (500,000) units (“Units”), each Unit having a stated value of $100 and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) 2.503474 shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for ten years for additional shares of common stock of up to $50,000,000, subject to adjustment as set forth therein. In aggregate, we acquired (i) 500,000 shares of Novea Preferred Stock, (ii) 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company.

As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an affiliated entity issued to Novea ten (10) secured $5,000,000 notes (each a “Collateral Note”), totaling $50,000,000. The Collateral Notes are due on demand and we have the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.

On September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company shall deliver to Novea for cancellation: (a) All issued certificates for 500,000 shares of Novea Preferred Stock. (b) Warrants to purchase up to $50,000,000 shares of Novea Common Stock.

Prior to the acquisition of an interest in Novea, which closed on December 16, 2021 we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the acquisition, we have ceased to be a shell company. The information contained in this filing includes “Form 10 information”, in accordance with Item 2.01 of SEC Form 8-K.

As consideration to the Company in exchange for agreeing to the Modification, the company retained the 1,251,737 shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional 1,593,437 shares so that the Company shall maintain 10% of the total outstanding shares as of December 31, 2022.

On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, we agreed to purchase from CRHI 45,000 shares of Class A Common Stock of CRHI, over a ten year period, for a total purchase price of $10 million to be paid over a ten year period. The initial payment of $1 million has been made, however the transaction closing was contingent upon New Jersey Department of Banking and Insurance approval and other customary closing conditions.

ChangesOn October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, we agreed to purchase from CRHI 10,000,000 shares of Class B Stock of CRHI for a purchase price of $10,000,000. Such purchase price is payable in Internal Control over Financial Reportingthe form of a demand promissory note.

There wereOn November 16, 2021, we entered into a stock purchase agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the stock purchase agreement, we agreed to purchase shares representing 9.9% of CRHI for a purchase price of $2,650,000. Closing of the acquisition was subject to receipt of regulatory approvals and other customary closing conditions.

On November 21, 2022, we entered into a Rescission agreement with Citadel Risk Holdings, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company. Notwithstanding any of the terms and conditions contained within the agreement, agreed to cancel from inception with no changesfurther liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note issuance Agreement and the Collateral Agreement. The initial deposit of $1,000,000 was repaid to the Company during 2022.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in our internal control over financial reportingsettlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that occurred duringindemnification only extends to expenses including attorneys’ fees incurred in connection with the period covereddefense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by this reporta corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

The Company’s bylaws provides that have materially affected, or are reasonably likelyit will indemnify, to materially affect, our internal control over financial reporting.

None.

PART III

Our directors hold office until the annual meetingextent permitted by its certificate of shareholders next held after their election. Ourincorporation, its officers and directors are as follows:

Craig Burton

Craig H. Burton attended University of South Carolina-Coastal and was a duly licensed Real Estate agent in the State of New York. Craig has run a communications business the last 5 years. He is in charge of all company matters at P Laser Company.

Lorenzo DeLuca

Lorenzo DeLuca, age 65, is an attorney who was admitted to practice in the state of New York in 1976. He has been employed by Delshah Capital, LLC for the last five years. Mr. DeLuca has an AB in Economics from Rutgers College 1971 and a JD from New York Law School 1975.   

Ralph Porretti

Ralph Porretti, age 66, is a New York State Licensed Real Estate Agent who has been the Commercial Division Manager for Century 21 Smart for the last 1½ years. He was employed by Cornerstone Realty for the previous six years

Audit Committee

The Board of Directors does not have a Compensation, Audit, or Nominating Committee. The usual functions of such committees are performed by the entire Board of Directors. The Board of Directors has determined that at present we do not have an independent audit committee financial expert. The Board believes that the memberssole discretion of the Board of Directors, are collectively capablemay indemnify its employees and agents.

The Delaware General Corporation Law permits a corporation to provide in its certificate of analyzingincorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and evaluatingwill not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers: