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, 2018March 31, 2019

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

EXCHANGE ACT

Commission File Number: 000-54953

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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: 69,322,426 shares of common stock as of May 8,15, 2019 . 

JUDO CAPITAL CORP.

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 2017 Annual Report on Form 10-K and other filings with the SEC.

PART I

ITEM 1     FINANCIAL STATEMENTS

JUDO CAPITAL CORP.

UNAUDITED FINANCIAL STATEMENTS

June 30, 2018March 31, 2019

CONTENTS

Judo Capital Corp.

Notes to Consolidated Financial Statements

June 30, 2018March 31, 2019

(Unaudited)

NOTE A – ORGANIZATION AND NATURE OF BUSINESS

Judo Capital Corp. (“Judo”) 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. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. the Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company had planned to operate in real estate investment activities focused in the New York City metropolitan area.  On February 28, 2018, the Company ceased its plans to operate in the real estate investment activities. The Company is seeking to consummate a merger or acquisition.

Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements as of June 30, 2018,March 31, 2019, and for the three and six months ended June 30,March 31, 2019 and 2018 and 2017 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, 2017.2018. 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, 2018March 31, 2019 and the results of operations for the three and six months ended June 30,March 31, 2019 and 2018 and 2017 and cash flows for the sixthree months ended June 30, 2018March 31, 2019 and 2017.2018. The results of operations for the three and six months ended June 30, 2018March 31, 2019 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 Judo Capital Corp. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All intercompany balances and transactions have been eliminated in consolidation.

NOTE B – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2018,March 31, 2019, the Company had a working capital deficit of $63,503$72,686 and accumulated deficit of $414,650.$423,833. 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 – 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. There were no shares of preferred stock issued or outstanding at June 30, 2018March 31, 2019 or December 31, 2017.2018.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. There were 69,322,426 shares issued and outstanding at June 30, 2018March 31, 2019 and December 31, 2017. 2018.

Judo Capital Corp.

Notes to Consolidated Financial Statements

June 30, 2018March 31, 2019

(Unaudited)

NOTE D – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE

During the sixthree months ended June 30, 2018,March 31, 2019, the Company received advances from related parties totaling $9,000.$2,585. The advances accrue interest at a rate of 10% per annum.are non-interest bearing and due on demand. There was $39,000$2,885 and $30,000 of principal and $3,644 and $2,156 of accrued interest$300 due to related to the advances dueparties as of June 30, 2018March 31, 2019 and December 31, 2017.

During the year ended December 31, 2017, the Company entered into two separate convertible notes payable with related party who is an officer of the Company totaling $400,000 and $200,000 respectively, for the purchase of liens on real estate properties. The convertible note payable accrued interest at 3% per annum and was due on September 1, 2021. The notes may be converted to common stock of the Company effective January 1, 2018, at a rate equal to the lower of $1.00 or the price of the Company’s equity that are sold in any offering in excess of $100,000. Additionally, the noteholders are entitled to 40% of any amounts collected from real estate liens in excess of the notes principal. The principal and accrued interest on the notes payable is payable only if the Company successfully collects on the liens. On February 28, 2018, the Company entered into an agreement with a related party whereby the convertible notes payable were cancelled and all amounts owing, including accrued interest, cancelled. Additionally, the Company returned the real estate liens to the related party. There was $0 and $600,000 of principal and $0 and $3,000 of accrued interest due as of June 30, 2018 and December 31, 2017.

The Company analyzed the conversion options in the convertible loan payables for derivative accounting consideration under ASC 815, Derivative and Hedging, and determines that the transactions do not qualify for derivative treatment. The Company then analyzed these convertible notes for Beneficial Conversion Features (BCF) and concluded there were no BCF on these loan payable convertible notes.respectively.

The Company currently operates out of an office of a related party free of rent.

NOTE E – SUBSEQUENT EVENTS

The Company had evaluated all events occurring subsequent to the balance sheet date and determined there are no additional events to disclose.

 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.

Results of Operations

Comparison of the three months ended June 30,March 31, 2019 and 2018 and 2017

Revenues.The Company had no revenue during the three months ended June 30, 2018March 31, 2019 or 2017.2018.

Cost of Revenues. The Company had no cost of revenue for the three months ended June 30, 2018March 31, 2019 or 2017.2018.

General and Administrative expenses. The Company incurred $1,051$6,242 of general and administrative expenses during the three months ended June 30, 2018March 31, 2019 compared to $7,917$6,242 during the same period in 2017.2018. The decrease in general and administrative expenses is the result of the Company incurring legal costs associated with its public filings during the prior period to affect a name change which wasthat were not incurred during 2018.the current period.

Loss From Operations. The Company incurred an operating loss of $1,051$6,242 during the three months ended June 30, 2018March 31, 2019 compared to $7,917$10,827 during the same period in 2017.2018. The decrease in net loss is a result of decreased general and administrative expenses as discussed previously.

Other Income (Expense). The Company incurred interest expense with related parties of $748$740 during the three months ended June 30, 2018March 31, 2019 compared to $499$740 during the three months ended June 30, 2017. The increase in interest expense is due to the outstanding balance under the Company’s related parties loan payable during the three months ended June 30, 2018 and 2017.March 31, 2018.

Net Loss. The Company incurred a net loss of $1,799$6,982 during the three months ended June 30, 2018March 31, 2019 compared to $8,416$11,567 during the same period in 2017. The decrease in net loss is a result of decreased general and administrative as discussed previously.

Comparison of the six months ended June 30, 2018 and 2017

Revenues.The Company had no revenue during the six months ended June 30, 2018 or 2017.

Cost of Revenues. The Company had no cost of revenue for the six months ended June 30, 2018 or 2017.

General and Administrative expenses. The Company incurred $11,878 of general and administrative expenses during the six months ended June 30, 2018 compared to $33,615 during the same period in 2017. The decrease in general and administrative expenses is the result of the Company incurring legal costs during the prior period to affect a name change which was not incurred during 2018.

Loss From Operations. The Company incurred an operating loss of $11,878 during the six months ended June 30, 2018 compared to $33,615 during the same period in 2017. The decrease in net loss is a result of decreased general and administrative expenses as discussed previously.

Other Income (Expense). The Company incurred interest expense with related parties of $1,488 during the six months ended June 30, 2018 compared to $707 during the six months ended June 30, 2017. The increase in interest expense is due to the outstanding balance under the Company’s related parties loan payable during the six months ended June 30, 2018 and 2017.

Net Loss. The Company incurred a net loss of $13,366 during the six months ended June 30, 2018 compared to $34,322 during the same period in 2017. The decrease in net loss is a result of decreased general and administrative as discussed previously.

Liquidity and Capital Resources

At June 30, 2018,March 31, 2019, the Company had current assets of $27$132 and current liabilities totaling $63,530$72,818 creating a working capital deficit of $63,503.$72,686. Current assets consisted of $27$132 of cash. Current liabilities consisted of accounts payable and accrued liabilities totaling $20,886,$17,987, interest payable to related parties of $3,644,$5,896, a loan payable of $7,050 and a related party payable of $39,000.

Cash Flows

Net cash used in operating activities was $9,111$9,734 and $23,905$9,063 during the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively. Net cash used in operating activities during the sixthree months ended June 30, 2018March 31, 2019 consisted of a net loss of $13,366$6,982 offset by changes in working capital of $4,255.$2,752. Net cash used in operating activities during the sixthree months ended June 30, 2017March 31, 2018 consisted of a net loss of $34,322 which was$11,567 offset by a positive changechanges in working capital of $10,417.$2,504.

Net cash provided by financing activities were $9,000$9,635 and $20,000$9,000 during the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively, which solelywhich consisted of $2,585 of advances from related parties.parties and $7,050 of proceeds from loans payable during the three months ended March 31, 2019 and $9,000 of advances from related party credit lines of $9,000 during the three months ended March 31, 2018.

As of June 30, 2018,March 31, 2019, 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.

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, 2017 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

None.

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.