The selling shareholders may sell their shares of our common stock at a fixed price of $0.01 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. We will not receive any proceeds from the resale of common shares by the selling security holders.
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
The persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The owners of the shares to be sold by means of this prospectus are referred to as the “selling” shareholders”. The selling shareholders acquired their shares from the former parent company, Puritan Financial Group, Inc. through a dividend to shareholders. The selling shareholders, we believe, originally acquired their shares under a Section 4(2) of the Securities Act exemption from registration transaction by Puritan Financial Group, Inc. (or one of its previously named companies) not involving any public offering.
These shares may be sold by one or more of the following methods, without limitations.
The shares of common stock owned by the selling shareholders may be offered and sold by means of this prospectus from time to time as market conditions permit. If and when our common stock becomes quoted on the OTC Bulletin Board or listed on the securities exchange, the shares owned by the selling shareholders may be sold in public market or in private transactions for cash at prices to be determined at that time. We will not receive any proceeds from the sale of the shares by the selling shareholders.
The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling shareholders may sell the shares from time to time:
If our common stock becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the selling shareholders determine from time to time.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
A) Engage in any stabilization activity in connection with any of the shares;
We have informed the selling shareholders that they must effect all sales of shares in broker's transactions, through broker-dealers acting as agents, in transactions directly with market makers, or in privately negotiated transactions where no broker or other third party, other than the purchaser, is involved. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers, and any profits received on the resale of shares, may be deemed to be underwriting discounts and commissions under the Securities Act if the broker-dealers purchase shares as principal. In the absence of the registration statement to which this prospectus is a part, certain of the selling shareholders would be able to sell their shares only pursuant to the limitations of Rule 144 promulgated under the Securities Act.
Our shares are "penny stocks" covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.
Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.
We are currently utilizing the services of Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209, Telephone: 303-282-4800. Corporate Stock Transfer serves in the capacity as our transfer agent to have us track and facilitate the transfer of our stock.
We intend to apply to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.
The Company, a Delaware corporation, is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value. The Company has issued 10,575,962 common shares to the shareholders of the Company. The holders of Common Stock: (i) have equal rights to dividends from funds legally available therefore, ratably when as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution, or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions applicable thereto; (iv) are entitled to one non-cumulative vote per share of Common Stock, on all matters which stockholders may vote on at all meetings of Shareholders; and (v) the holders of Common Stock have no conversion, preemptive or other subscription rights. There is no cumulative voting for the election of directors. There are currently 10,575,962 shares of Common Stock outstanding held by approximately three hundred fifteen (315) shareholders of record. (See "Principal Shareholders").
The Company is authorized to issue 50,000,000 share of preferred stock, $0.001 par value. As of the date of the prospectus the Company has issued 1,250,000 preferred shares, which have voting rights equal to five times that of the common stock, to the two former officers of the company. These securities are not being registered in this offering.
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We have not issued and do not have outstanding any options to purchase shares of our common stock.
As of June 10, 2010, no shares currently issued and outstanding could be resold pursuant to Section 144 of the Securities Act. This is because no shares have been held for 2 years1 year in order to satisfy 144(K) and no sufficient public information is available to satisfy the other 144 rules.
A total of 10,575,962 shares of our common stock will be available for resale to the public after six months from the approval of this prospectus, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
In general, under Rule 144, as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 93% of the total shares that may be sold, at least partially, pursuant to Rule 144(k) after six month from the date of this prospectus.
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Our Articles and By-laws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.
On July 15, 2008 the Board of Directors of Blue Ribbon executed a Corporate Resolution changing the name of Blue Ribbon to Classic Rules.
On July 15, 2008 the Board of Directors of Classic Rules declared a 10 to 1 reverse split reducing the total number of outstanding shares from 10,449,250 to 1,044,925; but with the effect of rounding up by the transfer agent another 127 shares were added and the total became 1,045,052..
Blue Ribbon's management thought that the business concept of Classic Rules had merit and also thought it a noble idea, and consequently, the management of Blue Ribbon deemed that Blue Ribbon would participate. The Board of Directors of Blue Ribbon Pyrocool, Inc. having resolved that, there exists a market for a new type of international judo tournament; accordingly, the Board of Directors of Blue Ribbon resolved on July 15, 2008 to change its name to Classic Rules Judo Championships, Inc. Thus, it was resolved by the Board of Directors and, subsequently, by a special meeting of the stockholders of Blue Ribbon to do a reverse 10 to 1 split reducing the number of outstanding shares to 1,044,925.1,044,925 and adding 127 shares for rounding up resulted in 1,045,052 shares. The board, then, on July 15th, 2010 changed the Company’s name to Classic Rules Judo Championships, Inc., and issued 8,705,084 shares of Blue Ribbon to the investors of Classic Rules Judo Championshipsfour founders making the total outstanding 10,575,9629,750,136 shares. Subsequently, through a private placement memorandum, the Company sold 825,826 shares to an investor (G. Komarica) on March 31st, 2010 . Upon further consideration of formulating the plan to develop the tournament to be called “Classic Rules World Judo Championships,” the realization that in order to facilitate the presentation of the concept of the tournament while inviting investors to participate and affording the company the greatest financial latitude during its initial stages would be to make Classic Rules a public company. Part 1 - An Introduction to Judo and the Judo Contest
Judo which is a sport that originated in Japan a little over 100 years ago has some similarities to wrestling and a convenient description would be to state that judo is similar to wrestling with clothes on. From the web site of the International Judo Federation (IJF), judo is described in the following manner:manner. (This information, provided by the IJF, is publicly available at the following web address: go to http://www.intjudo.eu then go to the History Page then scroll to Judo Corner. Furthermore, this information was not prepared specifically for us (the Company) in any way in connection with this disclosure.) “Judo is a tremendous and dynamic combat sport that demands both physical prowess and great mental discipline. From a standing position, it involves techniques that allow you to lift and throw your opponents onto their backs. On the ground, it includes techniques that allow you to pin your opponents down to the ground, control them, and apply various choke holds or joint locks until submission.
Judo originated in Japan as a derivative of the various martial arts developed and used by the samurai and feudal warrior class over hundreds of years. Although many of the techniques of judo originated from arts that were designed to hurt, maim, or kill opponents in actual field battle, the techniques of judo were modified so that judo students can practice and apply these techniques safely and without hurting opponents. Unlike karate, judo does not involve kicking, punching, or striking techniques of any kind. Unlike aikido, judo does not involve the application of pressure against the joints to throw an opponent. Unlike kendo, judo involves no equipment or weapons of any sort. Instead, judo simply involves two individuals who, by gripping the judo uniform or judogi, use the forces of balance, power, and movement to attempt to subdue each other. Thus, it is simple and basic. In its simplicity, however, lies its complexity, and mastery of even the most basic of judo techniques that often take considerable time, effort, and energy, involving rigorous physical and mental training.”
Part 2 - Judo as a Competitive Sport Judo is an Olympic sport and its first appearanceappearance in the Olympics was in 1964. Further more, there is a world judo championships sanctioned by the International Judo Federation (“IJF,” http://www.intjudo.eu) which dates back to the late 1950's. In a judo contest the contestant's objective is to out score his opponent and there are several ways by which a contestant can accomplish this. The primary way to out-score the opponent is to score a full point which is known as an "ippon" and when attained, the match ends. (The word "ippon" is derived from the Japanese language and means "one point.")
There are several methods by which a contestant can achieve this full point which is awarded by a referee. The first method is to throw the opponent on his back or side with appreciable force; the second method is to hold an opponent on his back for 25 seconds; the third method is to force the opponent into submission by applying a strangulation hold using the clothing of the contestant or by the use of one's own bare hands and wrists or in conjunction with the use of the opponent's - or one's own - judo gi (uniform).
The fourth method is to apply an arm lock to the elbow which will cause the opponent to submit to the pressure being applied to the elbow acknowledging his defeat. The submitting or defeated opponent will make the acknowledgement by nimbly tapping twice on the ground or the opponent. The referee, upon seeing this signal, will announce the end of the match.
The fifth method in judo to win a match is to accumulate more points (or less penalties) than the opponent. If there is no one particular technique that a contestant employs to win by a full point as indicated above, a contestant may score a half point called a "waza-ari" in the Japanese language and it literally means "to have a technique". The referee awards a half point when the technique which will be either a throw (method no. 1 noted above) or to hold the opponent down on the mat for 20 seconds (method 2).
Further, pursuant to out scoring the opponent, the referee may also award the score of "yuko" which means "effect" in the Japanese language. Although this is a positive award and it can win a match, it does not have a numerical aspect to it. Therefrom, a participant can accumulate any number of yuko scores but they will not add up to a waza-ari (half point). Thus, if one opponent accumulates more yukos than the other, the contest will cease at the end of regulation time (which varies from tournament to tournament). The referee awards a yuko when there is significant force and speed of the ippon throw yet it lacks the effective execution of the waza-ari or the ippon.
The last positive scoring award is the "koka." It also means "effective" in the Japanese language, but in the scoring system of judo contests, it indicates the smallest exhibition of technique against an opponent. A referee will usually award this when an athlete upsets the opponent as exhibited by the opponent falling to the mat and being turned over on his back partially.
If there are no points scored of any kind in a match, there are two methods by which a match can be resolved depending on the contest rules decided in advance. The first method is that there will be two side judges who along with the referee, pick the winner deciding which of the opponents tried the hardest and which one exhibited the best attempts of the techniques. The second method is that the match continues for an appointed time period until one or the other of the contestants is awarded a score or receives a penalty at which time the match ends. If the match still does not produce a score, the referees revert to the first method and elect a winner.
In addition to the scoring awards noted above there are also penalties that can accrue to a player for various infractions most of which are for delay of the match and for the employment of stalling tactics against an aggressive opponent. The second most frequent penalty is for stepping out of bounds. These penalties can accumulate to the extent that a player can forfeit a match altogether. The accumulation has a parallel coincidence to the positive scoring. To summarize this, the first penalty is a "shido" (literally meaning "guidance") which is equivalent to the positive award of the koka. If another penalty is administered, it accumulates to "chui" (literally, in Japanese, "caution") which is equivalent to the yuko. Hence, if one player has received a chui and the other has received a yuko, the match is tied.
At the next level, the penalty accumulates to "keikoku" which literally means "warning" and is the same as the half point award of the waza-ari. If there is an additional fourth penalty, then the contestant receives a "hansolk-make" which literally means "defeat by penalty" which is self-explanatory. Part 3 - History of Relevant Information to Registration Statement
Up until the mid-1970's, the judo contest rule system was comprised only of the waza-ari (the half point) and the ippon (the full point) accompanied by very few penalties which were administered very sparingly.
From the mid-1970's until the present the IJF gradually added the above scoring and penalty system. In addition the scoring changes, the IJF instituted another aspect which addresses the frequent transition of athletes when they do not attain the full point (ippon) score attempting to finish the match by going from the partial throw into grappling combat endeavoring to hold the opponent, whom he toppled to the mat, on his back for the necessary time to attain the ippon score which will end the match. Under a relatively recent IJF rule, there must be constant grappling activity that proceeds rapidly to the hold down and a score, or the referee will stop the grappling and the contestants will resume from the standing position.
Previous to the mid-1970's, before the advent of most the rule and scoring changes, many of the contest matches exhibited the spectacular techniques that produced the ippon and waza-ari that made judo a famous sport, practiced throughout the world, and to be included in the Olympics. However, since the advent of the rules, the character of the contest scoring throws have retreated away from the ippon throws to the athletes attempting lesser effective levels of the judo techniques which have resulted in awards frequently at the level of the koka and the yuko score.
With such depreciation of the level of the throw, the phrase "koka judo" has surfaced and is immediately understood in the judo world to mean this change of the content by the athletes toward the utilization of their competitive techniques directly to obtain the lesser scores of yuko and particularly the koka which enables them to win the match.
However, pre-1970 tournament judo, although it beheld many spectacular throws, it had some flaws. Predominately, matches were frequently slow without action. Contestants, often times, would use stalling and excessive defensive techniques against a superior opponent to avoid being thrown hoping that they could gain an advantage somewhere in the match and receive at the end of the match the judges and referee's award for the decision producing at times unexciting, dull matches.
After the mid-1970's, three results evolved. First is that judo contests, due to the inactivity (stalling) penalties, did acquire greater activity and lost some of its tendency to bore the viewer or audience during interims of inactivity producing a positive aspect to tournament judo. However, secondly, the participating athletes began to attempt many more throws of a level of technique that would produce lesser awards of koka and yuko, and hence the term "koka judo" came into usage inducing the disappearance and frequency of the throws that produce the full point award. Thirdly, the activity for the grappling ("newaza" in judo terminology) almost ceased altogether. Although newaza (literally "lying down technique") is in itself not particularly spectacular due to its slow, methodical employment of grappling techniques, it is for the judo aficionado of great interest replete with its chokes and arm joint locks. In fact, this aspect of judo although almost completely devoid in modern judo contests is alive and well in the new arrival of Brazilian ju-jutsu (a.k.a. jiu-jitsu - an inadvertent corruption of the original word, ju-jutsu) which does employ joint locks and strangulation chokes often to spectacular effect. Part 4 - More Changes Producing Complete Transmogrification
In recent years, the IJF has induced a further change that has produced a complete change in the character of contest judo. It has lessened the criteria of the technical level of the throw thus essentially downgrading the level of competence needed to effect the award of an ippon or a waza-ari. Presently, what used to be awarded a koka is now a waza-ari and what was needed to attain a yuko score is now awarded ippon totally changing the integrity of the judo throw. The IJF reasoning behind the new award appellations is to make judo more appealing to audiences by increasing the action of the sport and effect the conclusions of the matches quickly. Part 5 - Unintended Consequences
In introducing the new rule changes, there have been some unintended consequences. These unintended consequences of the many rule changes have produced a different sport from the original previous to the mid 1970's, and it has divided the world of the adherents to the sport of judo into two camps. The major and controlling camp is the IJF controlled by the European judo community and the older generation of judo practitioners (let us call this group "judoka", literally in the Japanese language, "judo cognoscente").
The European group has changed the rules for two reasons: one is, as mentioned above, to quicken the action of judo and bring the matches to a faster conclusion. Secondly, the IJF intended to quantify, more clearly, to various degrees of action within the judo contest to assist in eliminating the vagaries of two judges and a referee calling the winner at the end of a match from the memory of the content of the matches which historically have produced a significant amount of inequitable decisions. The categories of yuko and koka have significantly assisted to rectify these wrong decisions.
The third reason is one that is perhaps a cynical prejudice among some judoka purists who feel that the Europeans have changed the rules to enhance the potential of the European player of attaining medal awards as finalists in the major contests such as the Olympics and the World Judo Championships as sponsored and sanctioned by the IJF. It is felt that the Europeans, as a whole - but not entirely - are behind the Japanese and Koreans in the ability to employ the techniques of the full point judo. As such, if proficiency is attained by being able to score with the utilization of lesser techniques, then they also will be able to participate at the awards dais more frequently and to a greater degree.
The judoka further feel that the rule changes have downgraded the beauty of the sport of judo.
Part 6 - Business Summary
The officer of Classic Rules, Chris Angle, believes that the tendency of the IJF toward constant rule changes that deprecate the aesthetics of judo is contrary to a large portion of the judo world, and thus, seeks to create a new market for those judoka that are oriented toward the full point style of judo. To this end, Mr. Angle will create the Classic Rules Judo Championships. However, as pointed out above, there are several recent rules that have merit.
It will employ three aspects which appear to have had positive results for judo on the whole: to continue the use of yuko; to continue the use of the stalling penalty; to continue the use of a penalty for the lackadaisical stepping out of bounds when not under attack by the opponent.
Other rules changes will be the reversion to the historical allowance for more time for athletes to enter into newaza.
To enter the championships the contestant must first fill out an entry form and pay an entry fee to secure his spot in the tournament. The tournament will have the following characteristics: It will be held each year in November; it will be an open contest allowing any entrant to participate. Its cost of entry will be $150.00.
- It will not use the yoko and koka score;scores; - Will return to the ippon score of yore whereby the full point will be required to have dramatic force; - No score for take down techniques employed to take an opponent into grappling mode (a.k.a. newaza); - No quick stoppage of the transition to newaza; - To allow newaza to continue until a deadlock whereby it is clear to the referee that the opponents in newaza are no longer able to make any advancement; - To allow sufficient time for the opponents to vie for their starting grip.
Mr. Angle believes that there is a significant market for this type of championship contest. In addition, if enough revenue is accumulated then prize money of $1,000 for first place will add to the attractiveness of the tournament. Also, as newaza will have a greater opportunity, practitioners of ju-jutsu may seek to enter. Part 7 - The Judo Background of Christopher Angle
Mr. Angle, since a child, has always had an interest in judo, but an opportunity to begin practicing judo did not present itself until 1969 during his studies at the University of Michigan where he began his judo training. After his graduation Mr. Angle continued his judo studies at a judo club in Stamford, Connecticut under the tutelage of Mr. K. Shiina. In 1974, Mr. Angle repaired to Tokyo, Japan to enhance his skills. In Japan at the Kodokan Judo Institute he trained vigorously, and to further the cultural experience he enrolled in the Japan Missionary Language Institute to study the Japanese language. After constant practice and study he returned from Japan in 1978 to enter competition whereby he traveled to various tournaments throughout the 80's. He is now the head coach of Stamford Judo (www.stamfordjudo.us) located in Stamford, Connecticut. Mr. Angle continues to travel to the major tournaments often coaching his students. In addition Mr. Angle has written four books on matters of philosophy. His books are available at Amazon or can be viewed at www.philosophypublishing.com. Part 8 - Market Development of Classic Rules Judo Championships
Mr. Angle believes that the most effective way to market the tournament will be through the construction of a web site which will have all the details of the tournament. Further, Mr. Angle has scores of judo contacts throughout the world. He will notify them all of the pending tournament,future tournaments, its website address, and implore these contacts to bring participants to the newyearly contest.
The new Classic Rules Judo Championships will be significantly different from the present World Judo Championships as sponsored by the IJF in many aspects not just in the rules that govern participation. In the present IJF World Championships, each country sends a delegation of judo athletes to the tournament.
The Classic Rules tournament, on the other hand, will beis an open tournament inviting any and all. Mr. Angle believes it will quickly become the world's largest tournament. The present IJF Worlds is only for delegations of young men and women that win their country's championship tournaments. The Classic Rules Open will also contain s a veteran's division whereby in addition to the open age category in which the young athletes will participate, there will be age divisions for the veterans over the age of 35 who would like to participate. Veteran tournaments (usually called "Masters") have become very popular and the World Masters Championship is the largest tournament in the world in terms of the sheer number of participants. The Classic Rules will seekseeks to capture some of the success and interest by the veterans to participate in tournaments with contestants of their own approximate age and weight. Categories will beare constructed each five years starting at age 40 (hence, 40 - 44 as an example) and going up to the 75 and over category. The weight classes will beare the same as those of the IJF. This division of the Classic Rules Judo Championships will beis called the Classic Rules Masters Judo Championships and will beis run concurrently to the Classic Rules Judo Championships which will havehas the young athlete participants.
Marketing Existing Products We will marketare marketing the Classic Rules Open Judo Championships through establishing a website and by communicating with as many coaches of judo as we are familiar throughout the world. In order to market and develop the product of the Company which is the tournament that it sponsored on March 21st, 2010, our president, Mr. Angle, has put together a mailing list of several hundred judo clubs throughout the U.S. Three months before the next Classic Rules World Judo Championships, scheduled for March, 2011, the company will begin a mailing of the information of the tournament to all of the clubs on the list. In addition, the company has begun compiling an international email mailing list through making notation of any clubs that make their information available on the international judo websites. The Company has started to and will continue to search for international clubs email addresses to expand the list overall. The Company believes that the most effective way to market the Company’s product is to directly contact judo clubs throughout the U.S. Canada, Europe, Asia, and the rest of the world.
Expanding and Developing New Products We intend to start other "Classic Rules" tournaments such as the U.S. Classic Rules Open Judo Championships and the Pan Am Classic Rules Open Judo Championships, the European Classic Rules Open Judo Championships. Our Competition
We face intense competition and our inability to successfully compete with our competitors who produce other judo tournaments will have a material adverse effect on our results of operation. The martial arts industry is highly competitive. Our competition in the martial arts industry includes the contests sponsored by the International Judo Federation type of Judo, Ju-Jutsu, Karate, Brazilian Jiu-Jitsu, and Tae Kwon Do. Many of our competitors have longer operating histories, greater brand recognition, broader product lines, greater financial resources, and larger advertising budgets than we do. Many of our competitors offer similar tournaments or alternatives to our tournament. We intend to rely solely on concepts and other intellectual property developed by Chris Angle, our sole officer and director. There can be no assurance that we will procure an on-line retail market and tournament for the judoka that will be available to support the tournament site and website that we offer or allow us to seek expansion in producing other tournaments such as the Pan-American Open Classic Rules Judo Championships or the U.S. Open Classic Rules Judo Championships. There can be no assurance that we will be able to compete effectively in this marketplace.
Our CompetitionProprietary RightsSeeWe intend to rely on a combination of copyright, trademark, and trade secret protection and non-disclosure agreements with employees and third-party service providers to establish and protect the Risk Factors section of this prospectus for a discussion on the competitionintellectual property rights that we currently face or may facehave in the future.tournament. There can be no assurance that our competitors will not independently develop tournaments that are substantially equivalent or superior to ours. There also can be no assurance that the measures we adopt to protect our intellectual property rights will be adequate to do so. The ability of our competitors to develop services or other intellectual property rights equivalent or superior to ours or that our inability to enforce our intellectual property rights could have a material adverse affect our results of operation.SeeThough we do not believe that any of the Risk Factors section of this prospectus for a discussionweb designs will infringe on the intellectual property issuesrights of third parties in any material respect, there can be no assurance that third parties will not claim infringement by us with respect to the designs. Any such claim, with or without merit, could be time-consuming, result in costly litigation, cause delays in the development of the tournament or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could have a material adverse effect on our business, results of operations, and financial condition.The martial arts industry is highly competitive. Our competition in the martial arts industry includes the contests sponsored by the International Judo Federation type of Judo, Ju-Jutsu, Karate, Brazilian Jiu-Jitsu, and Tae Kwon Do. Many of our competitors have longer operating histories, greater brand recognition, broader product lines, greater financial resources, and larger advertising budgets than we facedo. Many of our competitors offer similar tournaments or alternatives to our tournament. We intend to rely solely on concepts and other intellectual property developed by Chris Angle, our sole officer and director. There can be no assurance that we will procure an on-line retail market and tournament for the judoka that will be available to support the tournament site and website we will offer or allow us to seek expansion in producing other tournaments such as the Pan-American Open Classic Rules Judo Championships or the U.S. Open Classic Rules Judo Championships. There can be no assurance that we will be able to compete effectively in this marketplace.
Intellectual property claims against us can be costly and could impair our business. Other parties may assert infringement or unfair competition claims against us. We cannot predict whether third parties will assert claims of infringement against us, or whether any future assertions or prosecutions will harm our business. If we are forced to defend against any such claims, whether they are with or without merit or are determined in our favor, then we may face costly litigation, diversion of technical and management personnel, or product/service delays. As a result of such a dispute, we may have to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. If there is a successful claim of product infringement against us and we are unable to develop non-infringing technology or license the infringed or similar technology on a timely basis, it could impair our business.
If we do not attract participants to our website on cost-effective terms, we will not make a profit, which ultimately will result in a cessation of operations.
Our Research and Development We are not currently conducting any research and development activities. For all lines of websites we will offer, we intend to rely on concepts and other intellectual property developed by Chris Angle our sole officer and director. Mr. Angle is under no contractual obligation to the Company to continue to develop new lines of websites nor is he under any contractual obligation to assign his rights in any new lines of websites to the Company. We do not intend to use any other person other than Mr. Angle as a source for new lines of websites or designs. We intend to rely on third party service providers to continue the development of concepts developed by Mr. Angle and assigned to Classic Rules Judo Championships, Inc. Government Regulation
There are various government regulations with which the Company will have to comply.
a) Penny Stock Regulations: Our shares are "penny stocks" covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
The FINRA has adopted rules that require that in recommending an investment to a customer, a broker/dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.
Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. Since our shares are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker/dealers, many broker/dealers may not want to make a market in our shares or conduct any transactions in our shares. As such, your ability to dispose of your shares may be adversely affected.
b) Blue Sky Restrictions on Resale: If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.
Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.
Government RegulationEmployeesSee the Risk Factors section of this prospectus for a discussion relevant government regulation and the legal uncertainties related to our business activities.As of December 31, 2009, we have no employees other than our sole officer and director. We anticipate that we will not hire any employees in the next twelve months, unless we generate significant revenues. We believe our future success depends in large part upon the continued service of our sole officer and director, Chris Angle.
Facilities
Our executive, administrative and operating offices are located at 100 Research Drive, Suite 16, Stamford, CT 06906. This is also the office of our sole officer and director, Chris Angle. Mr. Angle makes this space available to the company free of charge. There is no written agreement documenting this arrangement. We have no policies with respect to investments in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities. Director Independence
Our sole director, Chris Angle, in not an independent director. Further, as he is the sole director, there are no independent directors on the Company’s board of directors.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
We are a development stage companyhave only held one tournament on March 21st, 2010 producing limited financial results and have not started operations or generated or realized any revenues from our business operations.thus limited revenue.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. Our auditor's opinion is based on our suffering initial losses, having no operations, and having a working capital deficiency. The opinion results from the fact that we have not generated any revenues and no revenues are anticipated until we complete the development of our website, network infrastructure, and transaction processing systems; complete our initial development; secure third parties to conduct a number of traditional retail operations, we believe the technical aspects of our website, network infrastructure, and transaction processing systems will be sufficiently developed to use for our operations. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.
We generated no revenues for the period from November 16, 2005 (inception) through December 31, 2009, and.weand we currently have minimal operations.
AsOn March 21, 2010 the Company held it’s first tournament, which generated a total of March 31, 2010, December 31, 2009 and December 31, 2008, we had cash$2,087 revenue during the six months ending June 30, 2010.
Prior to the commencement of $449, $1,337 and $1,698, respectively. Theoperations during the quarter, the bulk of our expenses include organizational fees and general and administrative expenses for the issuance of stock to management in lieu of salaries and to pay for accounting and legal fees. During the quarter ending June 30, 2010, the company had total expenses of $5,003, $1,300 of that amount were direct tournament costs.
We are filing this Registration Statement to become a fully reporting Company so that we can apply through a broker dealer for a OTC-Bulletin Board listing. Management believes that listing on the OTC-Bulletin will better position the Company to find the financing it needs to moveexpand its business plan forward. We expect to be operational within twelve months of obtaining the financing we need.operations. We do not anticipate generating any profit for at least 12-1812- 24 months.
Liquidity and Capital Resources
Our balance sheet as of March 31,June 30, 2010 and December 31, 2009 reflects cash of $449$106 and $1,337 and liabilities of $1,749$4,099 and $7,414, respectively. Cash from inception to date have been sufficient to provide the operating capital necessary to operate to date.
Accounts payable decreased from $7,414 at December 31, 2009 to $4,099 at June 30, 2010 due to the payments of expenses related to the Company’s auditor and transfer agent.
On July 15, 2008 we issued a total of 8,705,084 par value $0.001 common shares of stock to the Company'sCompany’s founders and investors. All securities were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.
Classic Rules was a wholly-owned subsidiary of Puritan Financial Group.Group which at that time was called Blue Ribbon Pyrocool, Inc. The shares of Classic Rules were issued to each of Puritan Financial shareholders as a spin-off dividend on a proportional basis. The record shareholders of Puritan Financial received one (1) unregistered common share, par value $0.001, of Classic Rules common stock for every share of Puritan Financial common stock owned. The Classic Rules stock dividend was based on 10,449,250shares10,449,250 shares of Puritan Financial common stock that were issued and outstanding as of the record date. On July 15, 2008 the company reverse split the outstanding shares on a 10 for 1 basis, which decreased the outstanding shares from 10,449,250 to 1,044,925. The Company then issued 1,160,678 to each of the original founders for their services to the company.
Also, on July 15, 2008, we conducted a private placement without any general solicitation or advertisement. The Company issued 5,223,050 shares of its $0.001 par value common stock for cash of $5,373 pursuant to a Regulation D, Rule 506 of the Securities Exchange Act of 1934 offering. All securities were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.
There has been no other issuance of shares since our inception on November 16, 2005. As of December 31, 2009, we have a total of approximately three hundred fifteen (315) shareholders. On March 31st, 2010 the Company in a Regulation D Private Placement issued 825,826 shares to G. Komarica for his investment in the company of $5,000.
Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. We anticipate we will require additional capital to forward our business plan, and we would have to issue debt or equity or enter into a strategic arrangement with a third party. We intend to try and raise capital through a private offering after this registration statement is declared effective and our shares are quoted on the Over the Counter Bulletin Board. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
Our sole officer/director and major shareholders have agreed to contribute funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds donated. No agreement exists that our sole officer/director will continue to donate funds to the operations of the Company for the next twelve months; therefore, there is no guarantee that he will continue to do so in the future.
Further, without a further injection of cash from the founders or other investors the Company will deplete its cash within the next ninety days since it is using funds at a rate of approximately $200 per month and as a result may have to close. In addition, the yearly audi tfees are estimated to be approximately $7,500.
Plan of Operation
OUpon completion of our public offering, ourur specific goal is to profitablyDevelop our Classic Rules World Judo Championships. Our plan of operation is to market and develop our websitethe Company’s first product which is the tournament that it sponsored on March 21st, 2010. Our president, Mr. Angle, has put together a mailing list of several hundred judo clubs throughout the U.S. Three months before the next Classic Rules World Judo Championships, scheduled for March, 2011, the company will begin a mailing of the information of the tournament to all of the clubs on the list. In addition, the company has begun compiling an international email mailing list through making notation of any clubs that make their information available on the international judo websites. The Company has started to and identify a facilitywill continue to holdsearch for international clubs email addresses to expand the initial tournament.list overall. The Company believes that the most effective way to market the Company’s product is to directly contact judo clubs throughout the world.
We intend to accomplish the foregoing through the following milestones:
Complete our public offering. After completing the offering, we will immediately begincontinue the development of our website and begin negotiations withhave the service providers to develop our network infrastructure and transaction processing systems. The negotiation of service providers and the development and maintenance of the website, network infrastructure and transaction processing systems will be ongoing during the life of our operations. Developing a workablean expanded version of our website will take approximately three months, and developing workable versions of our network infrastructure and transaction processing systems will take approximately six months.
Approximately 90 days afterAfter we complete our public offering, we intend to continue to promote our website primarily through viral marketing, such as blogs, postings on online communities such as Yahoo!(R) Groups and judo related websites such as judoinfo.com, judoforum.com and other methods of getting Internet users to refer others to our website by e-mail or word of mouth. We also intend to use search engine optimization, the marketing of our website via search engines by purchasing sponsored placement in search result, and to enter into affiliate marketing relationships with website providers to increase our access to Internet consumers. WeFurther, we will market by sending out email campaigns to clubs that comprise our mailing list. As the marketing campaign will be conducted primarily via the internet and email, we believe that itits cost will cost a minimum of $1,000 for our marketing campaign.be minimal. Marketing is an on-going matter that will continue during the life of our operations.Until our website is fully operational, our network infrastructure and transaction processing systems are fully in place, and the tournament site facility is identified, we will not be able to sell our services.become successful . If we are unable to negotiate suitable terms with service providers to develop our product to conduct a number of traditional retail operations, and to attract customers to our website, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do, and we do not have any plans to do anything else. Further, if we cannot find a suitablewere to loose our tournament facility, this will also cause us to cease operations.
Off-Balance Sheet Arrangements
We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts.
Recent Accounting Pronouncements
In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles, that establishes the FASB Accounting Standards Codification as the sole source of Generally Accepted Accounting Principles, or GAAP. Pursuant to the provisions of FASB ASC 105, we have updated references to GAAP in our financial statements issued for the period ending December 31, 2009 and thereafter. The adoption of FASB ASC 105 had no impact on our financial position or results of operations.
In May 2009, the FASB issued a new accounting standard related to events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard is effective for interim and annual periods ending after June 15, 2009, and establishes general principles of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this standard establishes (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of this standard did not have a material effect on our financial condition or results of operations.
In February 2010, the FASB issued (“ASU 2010-09”) to address potential practice issues associated with FASB ASC Topic 855, Subsequent Events (Statement 165). The amendments in the update would no longer require entities that file or furnish financial statements with the SEC to disclose the date through which subsequent events have been evaluated in originally issued and reissued financial statements. Other entities would continue to be required to disclose the date through which subsequent events have been evaluated; however, disclosures about the date through which subsequent events have been evaluated in reissued financial statements would be required only in financial statements revised because of an error correction or retrospective application of U.S. GAAP. The ASU is effective immediately except for the use of the issued date for conduit bond obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The adoption of ASU 2010-09 did not have a material impact on the Company’s financial condition, results of operations or liquidity.
Limited Operating History There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company with limited operations and have notonly generated any revenues.limited revenues from our first tournament . We cannot guarantee we will be successful in our future business operations. Our business is subject to risks inherent in the establishment of a newnewly operational business enterprise, including limited capital resources and possible cost overruns. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE; On January 14, 2010, the Company entered into an engagement letter with Meyler & Company, to assume the role of its certifying accountant. Meyler & Company has been asked to audit the years ended December 31, 2007, 2008 and 2009. During the two most recent fiscal years and the subsequent interim periods prior to the engagement of Meyler & Company, the Company did not consult with Meyler & Company, with regard to:
(i) | the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or |
(ii) | any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K). |
The engagement of the new principal auditor was recommended and approved by the Company’s Board of Directors.
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'sCompany’s property is not the subject of any pending legal proceedings.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table lists, as of June 10, 2010 the number of shares of Common Stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
We do not have any outstanding options or warrants exercisable for or convertible into shares of our common stock.
Name and Address ofTitle of Class | Name and Address of Beneficial Owner(1)(2) | Amount and nature of beneficial ownership | Percent of Class | | | | | | | Preferred Stock | | | | | | | Nathan Lapkin Two Corporate Drive, Suite 234 Shelton, Connecticut 06484 | 625,000 | | 50.0% | | | Jerry Gruenbaum Two Corporate Drive, Suite 234 Shelton, Connecticut 06484 | 625,000 | | 50.0% | | Total of Preferred Stock of Beneficial Owners | | 1,250,000 | | 100% | | | | | | | | Common Stock | | | | | | | Desmond Capital(3) 7065 W. Ann Road #130-448 Las Vegas, NV 89130 | | 5,223,050 | | 49.39% | | Nathan Lapkin Two Corporate Drive, Suite 234 Shelton, Connecticut 06484 | | 1,326,158 | | 12.54% | | Chris Angle (4) 100 Research Dr. #16 Stamford, CT 06906 | | 1,160,678 | | 10.97% | | Jerry Gruenbaum Two Corporate Drive, Suite 234 Shelton, Connecticut 06484 | | 1,326,158 | | 12.54% | | Goran Komarica 44 Fairview Avenue Glen Rock, NJ 07452 | | 825,826 | | 7.81% | Total of Common Stock of Beneficial Owners Group | | | 9,861,870 | | 93.25% |
Beneficial Owner(1)(2)
| | Number of Shares
Before & After the
Offering/
Percent of Class
|
| | |
Desmond Capital(3)
7065 W. Ann Road #130-448
Las Vegas, NV 89130
| | 5,223,050 49.39%
|
Nathan Lapkin (4)
980 Post Rd. East
Westport, CT 06880
| | 1,326,158 12.54% |
Chris Angle
100 Research Dr. #16
Stamford, CT 06906 | | 1,160,678 10.97% |
Jerry Gruenbaum (4)
980 Post Rd. East
Westport, CT 06880
| | 1,326,158 12.54% |
Goran Komarica
44 Fairview Avenue
Glenrock, NJ 07452
| | 825,826 7.81% |
TOTAL | | 9,036,044 93.25% |
-
(1) All directors, named executive officers, and persons owning 5% or more of Classic Rules Judo Championships’ stock have sole voting and investment power with respect to the shares listed. (2) No director, named executive officer, or persons owning 5% our more of Classic Rules Judo Championships' stock has any rights to acquire any shares from options, warrants, rights, conversion privileges or similar obligations. (3) 20% of the shares of Desmond Capital, Inc. are held by Chris Angle. The remaining shares are held by H. Nishiyama, N. Negishi, and C. Yamamoto. (4) Mr. Angle is the sole officer and director of the Company
(4) Mssrs. Gruenbaum and Lapkin also hold 625,000 shares each of the Company’s preferred stock.
There are no arrangements currently in place which may result in a change of control of Classic Rules Judo Championships. We believe that all persons named above have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
The name, address, age, and positions of our present sole officer and director is set forth below: Name and Address | | Age | | Position(s) |
Chris Angle | | 6061 | | President, Chief Executive Officer, |
100 Research Dr. #16 | | | | Chief Financial Officer, |
Stamford, CT 06906 | | | | Secretary and sole Director |
Our sole director will serve until his successor is elected and qualified, or until the earlier of his death, resignation or removal from office. Our sole officer was elected by the board of directors for a one year term, and will serve until his successor is duly elected and qualified, or until the earlier of his death, resignation or removal from office. The board of directors has no nominating, auditing, or compensation committees.
Background of Our Sole Officer and Director Chris Angle--President, Chief Executive Officer, Chief Financial Officer Secretary, and sole director. Mr. Chris Angle was appointed to his position in May 2008. His educational background includes attending from 1967 to 1971 the University of Michigan where he obtained a B.A. in Biological Anthropology, and from 1975 to 1977, he was a student in Tokyo, Japan, at the Japan Missionary Language Institute. An outline of Mr. Angle’s business history is as follows:
- 1979 to 1981: He worked for Dai Nippon Printing Co. in the machinery sales department.
- 1982 to 1984: Worked for East Coast Management Corp. as a market researcher for Japanese importers/exporters and investors in the U.S.
- 1984 to 1997: Worked for Corona USA Corporation as the national sales manager. Corona is a manufacturer of kerosene heating and air conditioning products.
- 1998 to 1999: Was a MetLife insurance salesman
- 1999 to 2000: Was in the Paine Webber Financial Advisor Training Program
- 2001 to 2005: Gemini Financial as a Financial Advisor
- 2005 to 2007: Owner of L.A. Limousine of Greenwich
- 2008 to Present: Puritan Securities, Inc as a Registered Representative
- 2009 to Present: Editor of the RITE Report (http://www.stock-market-direction.net)
His judo background and history includes:
- 2000 to Present: Coach of Stamford Judo, Stamford, CT (www.stamfordjudo.us):
- 2010: Coach Angle received 6th Dan Rank Certification from the USJF.
- Chris Angle competed in over 80 local, regional, national, and international judo tournaments throughout the 70’s and 80’s.
Mr. Angle does not devote all of his time to our operations. He is involved in other activities. Mr. Angle currently devotes approximately 10-1510 hours per week to company matters. We have not formulated a plan to resolve any possible conflict of interest with his other business activities. Mr. Angle intends to limit his role in his other activities and devote more of his time to the Company after we attain a sufficient level of revenues to support him full time.
Mr. Angle’s other activities include being a registered representative at Puritan Securities, Inc.; editor of the RITE Report which prognosticates the direction of the stock market; owner of Stamford Learning Center, LLC d/b/a Stamford Judo; and president of Desmond Capital, Inc which invests in venture capital opportunities.
Involvement in Certain Legal Proceedings
1 Our Executive Officer, Chris Angle, did file a Chapter 11 bankruptcy petition at the Bridgeport Bankruptcy Court Case No.09-51872 on September 21, 2009. This Chapter 11 Bankruptcy is an ongoing proceeding presently that involves a business (L.A. Limousine of Greenwich - see above) that Mr. Angle purchased in 2005. Other th an the aforementioned Bankruptcy, our director, executive officer and control person have not been involved in any of the following events during the past five years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
2.2 | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
3.3 | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and |
4.4 | being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Mr. Angle devotes approximately 10 hours per week to Classic Rules Judo Championships. The only conflict that exists is Mr. Angle's devotion of time to other projects. Mr. Angle's current work interests, noted above, are not competitors of the Company since the purpose of these other businesses is not to offer judo contests services to the judo practitioner community. The following table sets forth the compensation paid by us from inception on November 16, 2005 through SeptemberJune 30, 20082010 , to our sole officer and director. The information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. Summary Compensation Table | | | Long Term Compensation | | | | Long Term Compensation | |
| | | Awards | Payouts | | | | Awards | Payouts | |
| | Annual Compensation | Restricted | Securities | | | | Annual Compensation | Restricted | Securities | | |
| | | | Other Annual | Stock | Underlying | LTIP | Other Annual | | | | Other Annual | Stock | Underlying | LTIP | Other Annual |
Name and | Years | Salary | Bonus | Compensation | Awards | Options/ | Payouts | Compensation | Years | Salary | Bonus | Compensation | Awards | Options/ | Payouts | Compensation |
Principle Position | | ($) | ($) | | ($) | SARs (#) | ($) | ($) | | ($) | ($) | | ($) | SARs (#) | ($) | ($) |
| | | | | | | | | |
Chris Angle, Pres. | | 2010 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Chris Angle, | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
President, Secretary, | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2008 | 0 | 0 | 0 | 1,160,678 | 0 | 0 | 0 |
Treasurer, and Director | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein. We have not entered into an employment agreement with our sole officer and director. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
We did not grant any stock options to the executive officer or director from inception through June 10, 2010.
Family Relationships
Not applicable.
Significant Employees
We have no significant employees other than our Officer/Director. We conduct our business through arms-length third parties and independent contractors Compensation of DirectorsDirectors. Our sole director does not receive any compensation for serving as a member of the board of directors.
We do not have an audit committee established at this time.
Audit Committee Financial Expert
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have nolimited operations, at the present time, we believe the services of a financial expert are not warranted.
Compensation Committee
We do not have a compensation committee established at this time.
Auditors
Auditors
Our principal independent accountant is Meyler & Company, LLC.
Code of Ethics: Ethics
We have established a Code of Ethics applicable to our principal executive, financial and accounting officer. The Code of Ethics is an Exhibit to this document.
Audit Committee; Nominating Committee
We do not have an audit committee or nominating committee.
Advisory Board
We do not have an advisory board.
Advisor Compensation
We do not have an advisory board.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with any of our officers/directors.
Indemnification
Under our Certificate of Formation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware. Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS Our securities are not listed on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. Although we are not required to deliver an annual report to security holders, we intend to provide an annual report to our security holders, which will include audited financial statements. When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission's Public Reference Room at 450 Fifth100 F Street N.W.N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our board of directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 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 president of the Company. Desmond Capital has two purposes: first is to provide consulting and advise to small start up companies and to invest in these companies to help bring capital for expansion. Desmond Capital investment will be used for the on-going operations of the Company.
On July 15, 2008, we issued 1,160,678 shares of restricted common stock to Chris Angle, our sole officer and director, in consideration of services valued at $1,764.$1,161 . This represents the complete interests of our current shareholders. Jerry Gruenbaum, Esq., has acted as our legal counsel in providing an opinion for this filing and as such has received an additional 1,160,678 common shares for services valued at $5,805. In addition, Mr. Gruenbaum was a stockholder of Blue Ribbon Pyrocool owning 1,654,801 common shares and as such will own 165,480 after the 10 to 1 reverse split of shares. The total shares common held by Mr. Gruenbaum is thus 1,326,158. Mr. Gruenbaum also holds 625,000 shares of the Company’s preferred stock. Nathan Lapkin has provided the funds for the accounts payable up until this point and has provided administrative and consultative assistance to Classic Rules; thus, Mr. Lapkin has received 1,160,678 common shares valued at $6,000.$5,000. Mr. Lapkin was a stockholder of Blue Ribbon Pyrocool owning 1,654,801 common shares and as such will own 165,480 after the 10 to 1 reverse split of shares. The total shares held by Mr. Lapkin isare thus 1,326,158. Mr. Lapkin also holds 625,000 shares of the Company’s preferred stock. The shares issued to Mr. Angle were founders shares and were valued at par, the fair value of the shares issued. As the Company had minimal assets or operations at the time of issuance, the shares were valued at their par value of $0.001, or $1,161.
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 form 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.
Our executive, administrative and operating offices are located at Mr. Angle's office. Mr. Angle provides space for the company's operations. There is not a written agreement evidencing this arrangement. There is no charge to the Company for the space. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard. Our officer will not seek reimbursement for past office expenses. No written agreement exists that this officer/director will continue to donate office space to the operations. Therefore, there is no guarantee that he will not seek reimbursement for the donated office space in the future.
Our sole officer and director can be considered a promoter of Classic Rules in consideration of his participation and managing of the business of the company.
Other than as set forth above, there are no transactions since our inception, or proposed transactions, to which we werethe Company was or are towould be a party in which any of the following persons had or is to have a direct or indirect material interest:.
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in the above.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Certificate of Formation and Bylaws provide that we shall indemnify our officers or directors against expenses incurred in connection with the defense of any action in which they are made parties by reason of being our officers or directors, except in relation to matters as which such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. One of our officers or directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Formation, Bylaws, Delaware laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Classic Rules Judo Championships, Inc. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2009 and 2008 (Audited) and fot threefor the six months ended March 31,June 30 , 2010 and 2009 (Unaudited)
TABLE OF CONTENTS
| | Page |
| |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| | |
CONSOLIDATED FINANCIAL STATEMENTS | |
| | |
| Consolidated Balance Sheets | F-3 |
| | |
| Consolidated Statements of Operations | F-4 |
| | |
| Consolidated Statement of Stockholders’ Equity (Deficit) | F-5 |
| | |
| Consolidated Statements of Cash Flows | F-6 |
| | |
| Notes to Consolidated Financial Statements | F-7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Classic Rules Judo Championship,Championships, Inc.:
We have audited the accompanying consolidated balance sheets of Classic Rules Judo Championship,Championships, Inc. (a Development Stage Company)and Subsidiary as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2009 and for the cumulative period of November 16, 2005 (Inception) to December 31, 2009. Classic Rules Judo Championship,Championships, Inc.’s and Subsidiary's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration 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 audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Classic Rules Judo Championship, Inc. (a Development Stage Company)Championships, Inc . and Subsidiary as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2009 and for the cumulative period of November 16, 2005 (Inception) to December 31, 2009 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 to the consolidated financial statements, the Company is a development stage company with had no revenues, incurred net losses of $8,319 and $22,167 in 2009 and 2008 and had a deficit accumulated during the development stage of $30,828$30,828 at December 31, 2009. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note B. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
/s/ Meyler & Company, LLC |
Middletown, NJ |
June 10 , 2010 | |
F-2Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
(A Development Stage Company) | |
| | | | | | | | | |
Consolidated Balance Sheets | |
| | | | | | | | | |
| | March 31, | | | December 31, | |
| | 2010 | | | 2009 | | | 2008 | |
| | (Unaudited) | | | | | | | |
| | | | | | | | | |
ASSETS | | | | | | | | | |
| | | | | | | | | |
Current Assets | | | | | | | | | |
Cash | | $ | 449 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
Total Current Assets | | | 449 | | | | 1,337 | | | | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total Assets | | $ | 449 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | |
Accounts payable | | | 1,749 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
Total Current Liabilities | | | 1,749 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
Total Liabilities | | | 1,749 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Stockholders' Equity (Deficit) | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 50,000,000 shares | | | | | | | | | | | | |
authorized; 1,250,000 issued and outstanding | | | 1,250 | | | | 1,250 | | | | 1,250 | |
Common stock, $0.001 par value 100,000,000 shares | | | | | | | | | | | | |
authorized; 10,575,835, 9,750,136 and 9,750,136 issued and | | | | | | | | | | | | |
outstanding on March 31, 2010, December 31, 2009 and 2008, respectively | | | 10,576 | | | | 9,750 | | | | 9,750 | |
Additional paid-in capital | | | 17,925 | | | | 13,751 | | | | 13,207 | |
Deficit accumulated during development stage | | | (31,051 | ) | | | (30,828 | ) | | | (22,509 | ) |
| | | | | | | | | | | | |
Total Stockholders' Equity (Deficit) | | | (1,300 | ) | | | (6,077 | ) | | | 1,698 | |
| | | | | | | | | | | | |
Total Liabilities and Stockholders' Equity (Deficit) | | $ | 449 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. | |
| | | | | | | | | | | | |
F-3
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
(A Development Stage Company) | |
| | | | | | | | | | | | | | | |
Consolidated Statements of Operations | |
| | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Year Ended | | | Period from inception | |
| | March 31, | | | December 31, | | | (November 16, 2005) | |
| | 2010 | | | 2009 | | | 2009 | | | 2008 | | | to March 31, 2010 | |
| | (Unaudited) | | | (Unaudited) | | | | | | | | | (Unaudited) | |
| | | | | | | | | | | | | | | |
Revenues | | $ | 1,677 | | | $ | - | | | $ | - | | | $ | - | | | $ | 1,677 | |
| | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | 1,300 | | | | - | | | | | | | | | | | | 1,300 | |
General and administrative | | | 600 | | | | 469 | | | | 8,319 | | | | 22,167 | | | | 31,428 | |
| | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 1,900 | | | | 469 | | | | 8,319 | | | | 22,167 | | | | 32,728 | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss | | $ | (223 | ) | | $ | (469 | ) | | $ | (8,319 | ) | | $ | (22,167 | ) | | $ | (31,051 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss per Common Share | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | | | | |
Weighted Average | | | | | | | | | | | | | | | | | | | | |
Shares Outstanding | | | 9,768,361 | | | | 9,750,136 | | | | 9,750,136 | | | | 5,075,498 | | | | 4,448,142 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. | |
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
(A Development Stage Company) | |
| | | | | | | | | |
Consolidated Balance Sheets | |
| | | | | | | | | |
| | June 30, | | | December 31, | |
| | 2010 | | | 2009 | | | 2008 | |
| | (Unaudited) | | | | | | | |
| | | | | | | | | |
ASSETS | | | | | | | | | |
| | | | | | | | | |
Current Assets | | | | | | | | | |
Cash | | $ | 106 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
Total Current Assets | | | 106 | | | | 1,337 | | | | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total Assets | | $ | 106 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | |
Accounts payable | | | 4,099 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
Total Current Liabilities | | | 4,099 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
Total Liabilities | | | 4,099 | | | | 7,414 | | | | - | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Stockholders' Equity (Deficit) | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 50,000,000 shares | | | | | | | | | | | | |
authorized; 1,250,000 issued and outstanding | | | 1,250 | | | | 1,250 | | | | 1,250 | |
Common stock, $0.001 par value 100,000,000 shares | | | | | | | | | | | | |
authorized; 10,575,962, 9,750,136 and 9,750,136 issued and | | | | | | | | | | | | |
outstanding on June 30 , 2010, December 31, 2009 and 2008, respectively | | | 10,576 | | | | 9,750 | | | | 9,750 | |
Additional paid-in capital | | | 17,925 | | | | 13,751 | | | | 13,207 | |
Deficit accumulated during development stage | | | (33,744 | ) | | | (30,828 | ) | | | (22,509 | ) |
| | | | | | | | | | | | |
Total Stockholders' Equity (Deficit) | | | (3,993 | ) | | | (6,077 | ) | | | 1,698 | |
| | | | | | | | | | | | |
Total Liabilities and Stockholders' Equity (Deficit) | | $ | 106 | | | $ | 1,337 | | | $ | 1,698 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. | |
| | | | | | | | | | | | |
F-4
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
(A Development Stage Company) | |
Consolidated Statement of Stockholders' Equity (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | |
From November 16, 2005 (Inception) to December 31, 2009 | |
and March 31, 2010 (Unaudited) | |
| | | | | | | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | | | | | | | Accumulated | | | Total | |
| | Capital Stock | | | Capital Stock | | | Additional | | | During | | | Stockholders' | |
| | Preferred | | | Common | | | Paid-In | | | Development | | | Equity | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Stage | | | (Deficit) | |
Inception (November 16, 2005) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued in spinout on November 18, 2005 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (2,295 | ) | | | - | | | | - | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 342 | | | | - | | | | 342 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (342 | ) | | | (342 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2006 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (1,953 | ) | | | (342 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2007 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (1,953 | ) | | | (342 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for cash at $0.001 on July 15, 2008 | | | - | | | | - | | | | 5,223,050 | | | | 5,223 | | | | 150 | | | | - | | | | 5,373 | |
Shares issued as compensation at $0.001 on July 15, 2008 | | | - | | | | - | | | | 1,160,678 | | | | 1,161 | | | | - | | | | - | | | | 1,161 | |
Shares issued for services at $0.005 on July 15, 2008 | | | - | | | | - | | | | 2,321,356 | | | | 2,321 | | | | 9,484 | | | | - | | | | 11,805 | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 5,526 | | | | - | | | | 5,526 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (22,167 | ) | | | (22,167 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2008 | | | 1,250,000 | | | | 1,250 | | | | 9,750,136 | | | | 9,750 | | | | 13,207 | | | | (22,509 | ) | | | 1,698 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 544 | | | | - | | | | 544 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,319 | ) | | | (8,319 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2009 | | | 1,250,000 | | | | 1,250 | | | | 9,750,136 | | | | 9,750 | | | | 13,751 | | | | (30,828 | ) | | | (6,077 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for cash at $0.006 on March 29, 2010 | | | - | | | | - | | | | 825,826 | | | | 826 | | | | 4,174 | | | | - | | | | 5,000 | |
Net loss | | | - | | | | - | | | | - | | | | | | | | | | | | (223 | ) | | | (223 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at March 31, 2010 (Unaudited) | | | 1,250,000 | | | $ | 1,250 | | | | 10,575,962 | | | $ | 10,576 | | | $ | 17,925 | | | $ | (31,051 | ) | | $ | (1,300 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| The accompanying notes are an integral part of these financial statements. | | | | | |
F-5.
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
| |
Consolidated Statements of Operations | |
| | | | | | | | | | | | | | | |
| | For the Six Months Ended | | | For the Year Ended | | | Period from inception | |
| | June 30, | | | December 31, | | | (November 16, 2005) | |
| | 2010 | | | 2009 | | | 2009 | | | 2008 | | | to June 30 , 2010 | |
| | (Unaudited) | | | (Unaudited) | | | | | | | | | (Unaudited) | |
| | | | | | | | | | | | | | | |
Revenues | | $ | 2,087 | | | $ | - | | | $ | - | | | $ | - | | | $ | 2,087 | |
| | | | | | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | | | | | |
Cost of revenues | | | 1,300 | | | | - | | | | | | | | | | | | 1,300 | |
General and administrative | | | 3,703 | | | | 746 | | | | 8,319 | | | | 22,167 | | | | 34,531 | |
| | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | (5,003) | | | | 746 | | | | 8,319 | | | | 22,167 | | | | 35,831 | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss | | $ | (2,916 | ) | | $ | ( 746 | ) | | $ | (8,319 | ) | | $ | (22,167 | ) | | $ | (33,744 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss per Common Share | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted | | $ | ( 0.00 | ) | | $ | ( 0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | ( 0.01 | ) |
| | | | | | | | | | | | | | | | | | | | |
Weighted Average | | | | | | | | | | | | | | | | | | | | |
Shares Outstanding | | | 10,174,455 | | | | 9,750,136 | | | | 9,750,136 | | | | 5,075,498 | | | | 4,778,808 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. | |
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
| |
Consolidated Statement of Stockholders' Equity (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | |
From November 16, 2005 (Inception) to December 31, 2009 | |
and June 30 , 2010 (Unaudited) | |
| | | | | | | | | | | | | | | | | Deficit | | | | |
| | | | | | | | | | | | | | | | | Accumulated | | | Total | |
| | Capital Stock | | | Capital Stock | | | Additional | | | During | | | Stockholders' | |
| | Preferred | | | Common | | | Paid-In | | | Development | | | Equity | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Stage | | | (Deficit) | |
Inception (November 16, 2005) | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued in spinout on November 18, 2005 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (2,295 | ) | | | - | | | | - | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 342 | | | | - | | | | 342 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (342 | ) | | | (342 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2006 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (1,953 | ) | | | (342 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2007 | | | 1,250,000 | | | | 1,250 | | | | 1,045,052 | | | | 1,045 | | | | (1,953 | ) | | | (342 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for cash at $0.001 on July 15, 2008 | | | - | | | | - | | | | 5,223,050 | | | | 5,223 | | | | 150 | | | | - | | | | 5,373 | |
Shares issued as compensation at $0.001 on July 15, 2008 | | | - | | | | - | | | | 1,160,678 | | | | 1,161 | | | | - | | | | - | | | | 1,161 | |
Shares issued for services at $0.005 on July 15, 2008 | | | - | | | | - | | | | 2,321,356 | | | | 2,321 | | | | 9,484 | | | | - | | | | 11,805 | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 5,526 | | | | - | | | | 5,526 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (22,167 | ) | | | (22,167 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2008 | | | 1,250,000 | | | | 1,250 | | | | 9,750,136 | | | | 9,750 | | | | 13,207 | | | | (22,509 | ) | | | 1,698 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contributed capital | | | - | | | | - | | | | - | | | | - | | | | 544 | | | | - | | | | 544 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,319 | ) | | | (8,319 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2009 | | | 1,250,000 | | | | 1,250 | | | | 9,750,136 | | | | 9,750 | | | | 13,751 | | | | (30,828 | ) | | | (6,077 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for cash at $0.006 on March 29, 2010 | | | - | | | | - | | | | 825,826 | | | | 826 | | | | 4,174 | | | | - | | | | 5,000 | |
Net loss | | | - | | | | - | | | | - | | | | | | | | | | | | ( 2,916 | ) | | | ( 2,916 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2010 (Unaudited) | | | 1,250,000 | | | $ | 1,250 | | | | 10,575,962 | | | $ | 10,576 | | | $ | 17,925 | | | $ | (33,744 | ) | | $ | ( 3,993 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| The accompanying notes are an integral part of these financial statements. | | | | | |
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
| | | | | | | | | | | | | | | |
Consolidated Statements of Cash Flows | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | For the Six Months Ended | | | For the Year Ended | | | Period from Inception | |
| | June 30 , | | | December 31, | | | (November 16, 2005) to | |
| | 2010 | | | 2009 | | | 2009 | | | 2008 | | | June 30, 2010 | |
| | (Unaudited) | | | (Unaudited) | | | | | | (Unaudited) | |
Cash Flows from Operating Activities | | | | | | | | | | | | | | | |
Net loss | | $ | ( 2,916 | ) | | $ | (746 | ) | | $ | (8,319 | ) | | $ | (22,167 | ) | | $ | (33,744 | ) |
Adjustments to reconcile net loss to net cash | | | | | | | | | | | | | | | | | | | | |
used in operating activities: | | | | | | | | | | | | | | | | | | | | |
Shares issued for services | | | - | | | | - | | | | - | | | | 11,805 | | | | 11,805 | |
Shares issued for salaries | | | - | | | | - | | | | - | | | | 1,161 | | | | 1,161 | |
Expenses paid by shareholders | | | - | | | | 544 | | | | 544 | | | | 5,526 | | | | 6,412 | |
Changes in operating assets and liabilities- | | | | | | | | | | | | | | | | | | | | |
Increase (decrease) in accounts payable | | | (3,315 | ) | | | 202 | | | | 7,414 | | | | - | | | | 4,099 | |
| | | | | | | | | | | | | | | | | | | | |
Net Cash Used in Operating Activities | | | ( 6,231 | ) | | | - | | | | (361 | ) | | | (3,675 | ) | | | ( 10,267 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of common stock | | | 5,000 | | | | - | | | | - | | | | 5,373 | | | | 10,373 | |
| | | | | | | | | | | | | | | | | | | | |
Net Cash Provided by Financing Activities | | | 5,000 | | | | - | | | | - | | | | 5,373 | | | | 10,373 | |
| | | | | | | | | | | | | | | | | | | | |
Net Increase (Decrease) in Cash | | | (1,231 | ) | | | - | | | | (361 | ) | | | 1,698 | | | | 106 | |
| | | | | | | | | | | | | | | | | | | | |
Cash, Beginning of Period | | | 1,337 | | | | 1,698 | | | | 1,698 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Cash, End of Period | | $ | 106 | | | $ | 1,698 | | | $ | 1,337 | | | $ | 1,698 | | | $ | 106 | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Cash Flow Information: | | | | | | | | | | | | | | | | | | | | |
Cash paid for interest | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Cash paid for taxes | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. |
Classic Rules Judo Championship, Inc. and Subsidiary | |
(Formerly Blue Ribbon Pyrocool, Inc.) | |
(A Development Stage Company) | |
| | | | | | | | | | | | | | | |
Consolidated Statements of Cash Flows | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Year Ended | | | Period from Inception | |
| | March 31, | | | December 31, | | | (November 16, 2005) to | |
| | 2010 | | | 2009 | | | 2009 | | | 2008 | | | March 31, 2010 | |
| | (Unaudited) | | | (Unaudited) | | | | | | (Unaudited) | |
Cash Flows from Operating Activities | | | | | | | | | | | | | | | |
Net loss | | $ | (223 | ) | | $ | (469 | ) | | $ | (8,319 | ) | | $ | (22,167 | ) | | $ | (31,051 | ) |
Adjustments to reconcile net loss to net cash | | | | | | | | | | | | | | | | | | | | |
used in operating activities: | | | | | | | | | | | | | | | | | | | | |
Shares issued for services | | | - | | | | - | | | | - | | | | 11,805 | | | | 11,805 | |
Shares issued for salaries | | | - | | | | - | | | | - | | | | 1,161 | | | | 1,161 | |
Expenses paid by shareholders | | | - | | | | 469 | | | | 544 | | | | 5,526 | | | | 6,412 | |
Changes in operating assets and liabilities- | | | | | | | | | | | | | | | | | | | | |
Increase (decrease) in accounts payable | | | (5,665 | ) | | | - | | | | 7,414 | | | | - | | | | 1,749 | |
| | | | | | | | | | | | | | | | | | | | |
Net Cash Used in Operating Activities | | | (5,888 | ) | | | - | | | | (361 | ) | | | (3,675 | ) | | | (9,924 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of common stock | | | 5,000 | | | | - | | | | - | | | | 5,373 | | | | 10,373 | |
| | | | | | | | | | | | | | | | | | | | |
Net Cash Provided by Financing Activities | | | 5,000 | | | | - | | | | - | | | | 5,373 | | | | 10,373 | |
| | | | | | | | | | | | | | | | | | | | |
Net Increase (Decrease) in Cash | | | (888 | ) | | | - | | | | (361 | ) | | | 1,698 | | | | 449 | |
| | | | | | | | | | | | | | | | | | | | |
Cash, Beginning of Period | | | 1,337 | | | | 1,698 | | | | 1,698 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Cash, End of Period | | | 449 | | | $ | 1,698 | | | $ | 1,337 | | | $ | 1,698 | | | $ | 449 | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Cash Flow Information: | | | | | | | | | | | | | | | | | | | | |
Cash paid for interest | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Cash paid for taxes | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these statements. |
F-6
Classic Rules Judo Championships, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE CUMULATIVE PERIOD FROM NOVEMBER 16, 2005 (INCEPTION) TO DECEMBER 31, 2009
AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30 , 2010 AND 2009 (UNAUDITED)
NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business
Classic Rules Judo Championships, Inc. and subsidiary (“the Company”)Blue Ribbon Pyrocool, Inc . was incorporated in the State of Delaware on November 16, 2005. Blue Ribbon Pyrocool, Inc. changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 . Classic Rules created a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. The CompanyCompany’s product is going to be developed as adevelop an annual judo championship tournament. Clients will pay a fee and the Company will post their entry on the Company’s website. The Company will do aan historical competition evaluation of the participant and seedplace that participant to an appropriate position on the elimination chart in order to allow the highest probability of the most renowned athletes to meet late in the competition preferably in the quarter-finals, the semi-finals, or finals. To date, the Company performed one tournament on March 21st, 2010 and has realized noits first revenues from its planned principal business purpose and is considered to be in its development state in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 915.purpose.
The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements.
Basis of Presentation
The consolidated financial statements include the accounts of Classic Rules Judo Championship, Inc. and its wholly owned subsidiary. All significant intercompanyinter-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 effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.
The accompanying unaudited consolidated financial statements as of March 31,June 30 , 2010, and for the threesix months ended March 31,June 30th , 2010 and 2009 have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the threesix months ended March 31,June 30 , 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in this registration statement on Form S-1 for the year ended December 31, 2009.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.
Revenue Recognition
The Company plans to providedevelop its tournament into a world class judo tournament. The Company will report revenues on the accrual basis of accounting, whereby revenues is recognized when real.izedrealized and earned. As of December 31, 2009 the Company currently did not have a working website and had not acquired any entries from participants or advertising from tournament sponsors in order to recognize revenue. During the threesix months ended March 31,June 30th , 2010, the Company held its first tournament and recognized as revenue the entrance fees received from the participants.
F-7
Classic Rules Judo Championships, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE CUMULATIVE PERIOD FROM NOVEMBER 16, 2005 (INCEPTION) TO DECEMBER 31, 2009
AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30 , 2010 AND 2009 (UNAUDITED)
NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Research and Development Expense
Any research and development expenditures will be expensed in the period incurred.
Stock-Based Compensation
The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period.
The Company also grants awards to non-employees and determines the fair value of such stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is completed.
Net Loss Per Common Share
The Company computes basic loss per common share by dividing net loss attributable to common stockholders 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 antidilutive. The Company was in a loss position for all periods presented and, accordingly, there is no difference between basic loss per share and diluted loss per share.
Reverse Stock Split
OnAt the Board of Directors meeting on July 15, 2008, the Company approved an amendment to its’ articles of incorporationa resolution to effect a 10 for 1 reverse stock split. All share and per share information were retroactively adjusted to reflect the reverse stock split.
F-8
Classic Rules Judo Championships, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE CUMULATIVE PERIOD FROM NOVEMBER 16, 2005 (INCEPTION) TO DECEMBER 31, 2009
AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30 , 2010 AND 2009 (UNAUDITED)
NOTE A – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
Recently Issued Accounting Pronouncements
In June 2009, the FASB issued new codification standards which represent the source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The codification supersedes all non-SEC accounting and reporting standards which existed prior to the codification. All other non-grandfathered, non-SEC accounting literature not included in the codification is non-authoritative. The new codification standards were effective for financial statements issued after September 15, 2009. Adoption of the codification did not have a material impact on the Company’s financial position or results of operations.
In May 2009, the FASB issued a new accounting standard related to events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard is effective for interim and annual periods ending after June 15, 2009, and establishes general principles of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this standard establishes (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of this standard did not have a material effect on our financial condition or results of operations.
In February 2010, the FASB issued (“ASU 2010-09”) to address potential practice issues associated with FASB ASC Topic 855, Subsequent Events (Statement 165). The amendments in the update would no longer require entities that file or furnish financial statements with the SEC to disclose the date through which subsequent events have been evaluated in originally issued and reissued financial statements. Other entities would continue to be required to disclose the date through which subsequent events have been evaluated; however, disclosures about the date through which subsequent events have been evaluated in reissued financial statements would be required only in financial statements revised because of an error correction or retrospective application of U.S. GAAP. The ASU is effective immediately except for the use of the issued date for conduit bond obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The adoption of ASU 2010-09 did not have a material impact on the Company’s financial condition, results of operations or liquidity.
F-9
Classic Rules Judo Championships, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE CUMULATIVE PERIOD FROM NOVEMBER 16, 2005 (INCEPTION) TO DECEMBER 31, 2009
AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30 , 2010 AND 2009 (UNAUDITED)
NOTE B – GOING CONCERN
As shown in the accompanying consolidated financial statements at December 31, 2009, the Company has nolittle revenues, has incurred cumulative net losses of $30,828 since inception, and had net losses of $8,319 and $22,167 in 2009 and 2008 and a net loss of $223$2,916 for the threesix months ended March 31,June 30 , 2010. Management's plans to specialize in utilizing internet media and word of mouth to market and generate its leads for it’s future business of conducting tournaments. The Company needs to raise additional capital in order to fully develop its business plan. Failure to raise adequate capital and generate adequate sales 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 cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE C – PREFERRED STOCK
The Company is authorized to issue 50,000,000 shares of preferred stock at $0.001 par value. 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 does not have any additional Series of preferred stock. The Company has issued 1,250,000 preferred shares to the two former officers of the Company.
NOTE D –STOCKHOLDERS’ EQUITY
InOn July 15 , 2008, the Company issued One Million One Hundred Sixty Thousand Six Hundred and Seventy-eight (1,160,678) shares of common stock to its officer and director, Chris Angle. This stock was issued to Mr. Angle as compensation for services rendered as the officer and director of the Company.
InOn July 15 , 2008, the Company issedissued One Million One Hundred Sixty Thousand Six Hundred and Seventy-eight (1,160,678) shares of common stock to an outside consultant, Nathan Lapkin. This stock was issued to Mr. Lapkin as compensation for his accounting services rendered to the company.
InOn July 15 , 2008, the Company issedissued One Million One Hundred Sixty Thousand Six Hundred and Seventy-eight (1,160,678) shares of common stock to an outside consultant, Jerry Gruenbaum, Esq. This stock was issued to Mr. Gruenbaum as compensation for his legal services rendered to the company.
The shares issued to Mr. Angle were founders shares and were valued at par, the fair value of the shares issued. As the Company had minimal assets or operations at the time of issuance, the shares were valued at their par value of $0.001, or $1,161.
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 form 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.
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.
F-10
Classic Rules Judo Championships, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 AND THE CUMULATIVE PERIOD FROM NOVEMBER 16, 2005 (INCEPTION) TO DECEMBER 31, 2009
AND FOR THE THREESIX MONTHS ENDED MARCH 31,JUNE 30 , 2010 AND 2009 (UNAUDITED)
NOTE E – INCOME TAXES
The Company recognizes a deferred tax liability or asset for temporary differences between the tax basis of an asset or liability and the related amount reported on the financial statements. The principal types of differences, which are measured at current tax rates, are net operating loss carry forwards. At March 31,June 30 , 2010 and December 31, 2009 and 2008, these differences resulted in a deferred tax asset of approximately $10,868,$ 11,810 , $10,790 and $7,878, respectively. FASB ASC 740 requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Since realization is not assured, the Company has recorded a valuation allowance for the entire deferred tax asset, and the accompanying financial statements do not reflect any net asset for deferred taxes at December 31, 2009 and 2008.
The Company's net operating loss carry forwards amounted to approximately $31,000,$ 33,000 , $31,000 and $22,000 at March 31,June 30 , 2010 and December 31, 2009 and 2008, respectively, which will expire through 2030.
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 in his role to file a registration statement, for which they were paid a total of $10,805 ($5,000 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 president of the Company. Desmond Capital has two purposes: first is to provide consulting and advise to small start up companies and to invest in its these companies to help bring capital for expansion. Desmond Capital investment will be used for the on-going operations of the Company.
NOTE G- SUBSEQUENT EVENTS
1) On March 29, 2010, the Company signed a stock subscription agreement with an investor (G. Komarica) where the investor agreed to purchase 825,826 shares of the Company’s common stock for $5,000, or $0.006 per share.share as per the Stock Subscription Agreement filed as Exhibit 99.1. 2) Also, our company held itits first contest on March 21st,21st, 2010 at Salesian High School in New Rochelle and received revenue of $1,677.
F-11
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.
| | | |
SEC Registration Fee | | $ | 8 | |
Printing Expenses | | $ | 250 | |
Audit/Administrative Fees and Expenses | | $ | 4,000 | |
Transfer Agent Fees | | $ | 200 | |
TOTAL | | $ | 4,458 | |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Our Certificate of Formation and Bylaws provide that we shall indemnify our officers or directors against expenses incurred in connection with the defense of any action in which they are made parties by reason of being our officers or directors, except in relation to matters as which such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. One of our officers or directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to our directors, officers and controlling persons pursuant to our Certificate of Formation, Bylaws, Delaware laws or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action, suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On July 15, 2008 we issued a total of 8,705,084 par value $0.001 common shares of stock to the Company's founders and investors. All securities were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.
Classic Rules was a wholly-owned subsidiary of Puritan Financial Group. The shares of Classic Rules were issued to each of Puritan Financial shareholders as a spin-off dividend on a proportional basis. The record shareholders of Puritan Financial received one (1) unregistered common share, par value $0.001, of Classic Rules common stock for every share of Puritan Financial common stock owned. The Classic Rules stock dividend was based on 10,449,250 shares of Puritan Financial common stock that were issued and outstanding as of the record date. On July 15, 2008 the company reverse split the outstanding shares on a 10 for 1 basis, which decreased the outstanding shares from 10,449,250 to 1,044,925. The Company then issued 1,160,678 to each of the original founders for their services to the company.
Also, on July 15, 2008, we conducted a private placement without any general solicitation or advertisement. The Company issued 5,223,050 shares of its $0.001 par value common stock for cash of $5,373 pursuant to a Regulation D, Rule 506 of the Securities Exchange Act of 1934 offering. All securities were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering.
To summarize to whom the Company has sold shares:
Entity Amount Date Value Received
of Shares
Desmond Capital 5,223,050 07/15/2008 $5,373
Chris Angle 1,160,678 07/15/2008 $1,764
J. Gruenbaum 1,160,678 07/15/2008 $5,805
N. Lapkin 1,160,678 07/15/2008 $6,000
G. Komarica 825,826 03/31/2010 $5,000
There has been no other issuance of shares since our inception on November 16, 2005.March 31st , 2010. As of June 10, 2010, we have a total of approximately three hundred fifteen (315) shareholders.
Exhibit No. | Description |
| |
| |
| |
3.3 | |
| |
10.1 | Management’s Agreement |
14 | Code of Ethics |
23.1 | Consent of Meyler & Company, LLC |
23.2 | |
14 | Code of Ethics |
| |
| |
| |
The undersigned registrant hereby undertakes: | 1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| i.To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. |
--
| iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| A.Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and |
| B.Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
| 2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
UNDERTAKINGS
| 3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
The4. If the registrant hereby undertakes:1. Tois a foreign private issuer, to file during any period in which it offers or sells securities, a post-effective amendment to thisthe registration statement to:(i) Includeto include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act;(ii) ReflectAct or Rule 3-19 of this chapter if such financial statements and information are contained in the prospectus any factsperiodic reports filed with or events which, individually or together, represent a fundamental change in the information in the registration statement;(iii) Include any additional or changed material information with respectfurnished to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.2. For determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.3. To file a post-effective amendment to remove from registration any of the securities that remains unsold at the end of the offering.4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons ofCommission by the registrant pursuant to section 13 or section 15(d) of the foregoing provisions, or otherwise, the registrant has been advisedSecurities Exchange Act of 1934 that are incorporated by reference in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.Form F-3. | 5.That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| i.If the registrant is relying on Rule 430B (230.430B of this chapter): |
| A.Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| B.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
| ii.If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| 6.That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| i.Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| ii.Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| iii.The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| iv.Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
5. For determining any liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.6. For determining any liability under the Securities Act, to treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.
7. For determining liability of the undersigned registrant under the Securities Act to purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.8. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.SIGNATURES
In accordance with Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorizedduly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the TownCity of Westport, State of Connecticut on June 10, 2010.October 28, 2010 .Classic Rules Judo Championships, Inc.
President, Secretary, Treasurer, and Director Classic Rules Judo Championships, Inc.President, Secretary, Treasurer, and DirectorIn accordance withPursuant to the requirements of the Securities Act of 1933, this registration statement washas been signed by the following persons in the capacities statedand on June 10, 2010.the dates indicated.President, Secretary, Treasurer, and Director Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)