CLASSIC RULES JUDO
CHAMPIONSHIPS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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47-2653358
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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269 Forest Ave,
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Staten Island, NY
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10301
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Item #
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Description
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Page Numbers
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PART I
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4
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ITEM 1
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BUSINESS
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4
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ITEM 1A
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RISK FACTORS
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15
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ITEM 1B
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UNRESOLVED STAFF COMMENTS
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15
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ITEM 2
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PROPERTIES
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15
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ITEM 3
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LEGAL PROCEEDINGS
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15
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ITEM 4
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MINE SAFETY DISCLOSURES
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15
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PART II
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16
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ITEM 5
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
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16
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ITEM 6
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SELECTED FINANCIAL DATA
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16
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ITEM 7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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16
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ITEM 7A
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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20
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ITEM 8
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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21
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ITEM 9
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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22
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ITEM 9A
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CONTROLS AND PROCEDURES
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22
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ITEM 9B
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OTHER INFORMATION
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23
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PART III
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24
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ITEM 10
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DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE
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24
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ITEM 11
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EXECUTIVE COMPENSATION
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25
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ITEM 12
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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25
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ITEM 13
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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26
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ITEM 14
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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27
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PART IV
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27
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ITEM 15
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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27
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SIGNATURES
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28
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EXHIBIT 31
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SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
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EXHIBIT 32
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SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Report of Independent Registered Public Accounting Firm
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Page F-1
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Consolidated Balance Sheets
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F-2
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Consolidated Statements of Operations
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F-3
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Consolidated Statement of Stockholders’ Deficit
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F-4
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Consolidated Statements of Cash Flows
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F-5
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Notes to Consolidated Financial Statements
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F-6
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Consolidated Balance Sheets
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||||||||
December 31,
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||||||||
2015
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2014
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|||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash
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$ | 9,044 | $ | - | ||||
Total current assets
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9,044 | - | ||||||
Total assets
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$ | 9,044 | $ | - | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities
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||||||||
Accounts payable and accrued liabilities
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$ | 9,330 | $ | 23,589 | ||||
Related party payables
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- | 74 | ||||||
Total current liabilities
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9,330 | 23,663 | ||||||
Stockholders' deficit
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||||||||
Subscription receivable
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(30,000 | ) | - | |||||
Preferred stock; $0.001 par value; 50,000,000 shares authorized; none and 500,000 issued and outstanding at December 31, 2015 and 2014, respectively
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- | 500 | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 69,322,426 and 18,922,426 shares issued and outstanding at December 31, 2015 and 2014, respectively
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69,322 | 18,922 | ||||||
Additional paid-in capital
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278,825 | 268,652 | ||||||
Accumulated deficit
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(318,433 | ) | (311,737 | ) | ||||
Total stockholders' deficit
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(286 | ) | (23,663 | ) | ||||
Total liabilities and stockholders' deficit
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$ | 9,044 | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statements of Operations
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||||||||
Year ended December 31,
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||||||||
2015
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2014
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|||||||
Revenue
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$ | - | $ | - | ||||
Operating expenses
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||||||||
General and administrative
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6,696 | 183,682 | ||||||
Total operating expenses
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6,696 | 183,682 | ||||||
Loss from operations
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(6,696 | ) | (183,682 | ) | ||||
Net loss
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$ | (6,696 | ) | $ | (183,682 | ) | ||
Basic and diluted net loss per common share
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$ | (0.00 | ) | $ | (0.01 | ) | ||
Weighted average common shares outstanding - basic and diluted
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29,755,303 | 18,909,770 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Consolidated Statement of Stockholders' Deficit
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||||||||||||||||||||||||||||||||
For the Years Ended December 31, 2015 and 2014
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||||||||||||||||||||||||||||||||
Preferred Stock
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Common Stock
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|||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-In Capital | Subscription Receivable | Accumulated Deficit | Total Stockholders' Deficit | |||||||||||||||||||||||||
Balance, December 31, 2013 |
-
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$ |
-
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17,821,574
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$ |
17,821
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$ |
65,817
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$ | - | $ | (128,055 | ) | $ |
(44,417
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) | ||||||||||||||||
Adjustment to correct common shares | ||||||||||||||||||||||||||||||||
outstanding
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- | - | 330,960 | 331 | (331 | ) | - | - | - | |||||||||||||||||||||||
Common stock issued for cash
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- | - | 769,892 | 770 | 3,550 | - | - | 4,320 | ||||||||||||||||||||||||
Shares issued as repayment of related party | ||||||||||||||||||||||||||||||||
loans
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128,700 | 129 | - | - | 50,909 | - | - | 51,038 | ||||||||||||||||||||||||
Shares issued for compensation
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371,300 | 371 | - | - | 148,591 | - | - | 148,962 | ||||||||||||||||||||||||
Cash contributed by shareholders
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- | - | - | - | 116 | - | 116 | |||||||||||||||||||||||||
Net loss, year ended December 31, 2014
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- | - | - | - | - | - | (183,682 | ) | (183,682 | ) | ||||||||||||||||||||||
Balance, December 31, 2014 | 500,000 | $ | 500 | 18,922,426 | $ | 18,922 | $ | 268,652 | $ | - | $ | (311,737 | ) | $ | (23,663 | ) | ||||||||||||||||
Cash contributed by shareholders | -- | - | - | - | 32 | - | - | 32 | ||||||||||||||||||||||||
Conversion of preferred stock to common | ||||||||||||||||||||||||||||||||
stock | (500,000 | ) |
(500
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) | 200,000 | 200 | 300 | - | - | - | ||||||||||||||||||||||
Common stock issued for cash and | ||||||||||||||||||||||||||||||||
subscription receivable | - | - | 50,000,000 | 50,000 | - | (30,000 | ) | - | 30,000 | |||||||||||||||||||||||
Common shares issued to investors for no | ||||||||||||||||||||||||||||||||
consideration | - | - | 165,480 | 165 | - | - | - | - | ||||||||||||||||||||||||
Common stock issued for services | - | - | 34,520 | 35 | - | - | - | 41 | ||||||||||||||||||||||||
Net Loss | - | (6,696 | ) | (6,696 | ) | |||||||||||||||||||||||||||
Balance, December 31, 2015 | - | $ | - | 69,322,426 | $ | 69,322 | $ | 278,825 | $ | (30,000 | ) | $ | (318,433 | ) | $ | (286 | ) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Statements of Cash Flows
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||||||||
Year ended December 31,
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||||||||
2015
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2014
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|||||||
Cash flows from operating activities
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||||||||
Net loss
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$ | (6,696 | ) | $ | (183,682 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Stock based compensation
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41 | 148,962 | ||||||
Changes in operating liabilities:
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||||||||
Accounts payable and accrued liabilities
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(14,259 | ) | 29,510 | |||||
Net cash used in operating activities
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(20,914 | ) | (5,210 | ) | ||||
Cash flows from financing activities
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||||||||
Proceeds from (repayments made) to related parties
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(74 | ) | 74 | |||||
Cash contributions from related party
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32 | 116 | ||||||
Proceeds from issuance of stock
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30,000 | 4,320 | ||||||
Net cash provided by financing activities
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29,958 | 4,510 | ||||||
Net change in cash
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9,044 | (700 | ) | |||||
Cash at beginning of period
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- | 700 | ||||||
Cash at end of period
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$ | 9,044 | $ | - | ||||
Supplemental cash flow information
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||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - | ||||
Supplemental disclosure of non-cash financing activities:
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||||||||
Share adjustment
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$ | - | $ | 331 | ||||
Reclassification from accrued expenses to accounts payable
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$ | - | $ | 9,900 | ||||
Advance from related parties
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$ | - | $ | 53,038 | ||||
Issuance of preferred stock in payment of advance from shareholders
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$ | - | $ | 51,038 | ||||
Conversion of preferred stock to common stock
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$ | 500 | $ | - | ||||
Expenses paid by related party
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$ | 128 | $ | - | ||||
Common shares issued to investors for $nil consideration
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$ | 165 | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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Years Ended
December 31,
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||||||||
2015
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2014
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|||||||
U.S Statutory Corporate Income Tax Rate
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(34.0
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)%
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(34.0
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)%
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||||
State Income Tax
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(7.0
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)%
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(7.0
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%)
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||||
Change in Valuation Allowance on Deferred Tax Asset
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41.0
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%
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41.0
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%
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||||
Effective Rate
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-
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%
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-
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%
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December 31,
2015
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December 31
2014
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|||||||
Deferred tax assets:
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||||||||
Net operating loss carry-forward
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$
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130,558
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$
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127,812
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||||
Valuation Allowance
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(130,558
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)
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(127,812
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)
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Net Deferred tax assets
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$
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-
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$
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-
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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●
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
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●
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Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
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●
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
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●
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As of December 31, 2015, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.
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●
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As of December 31, 2015, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
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●
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As of December 31, 2015, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
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●
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As of December 31, 2015, there were no independent directors and no independent audit committee.
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ITEM 9B.
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OTHER INFORMATION
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
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Age
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With Company Since
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Director/Position
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|||
Craig Burton
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52
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04/2014
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Director, Chief Financial Officer and Secretary
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|||
Lorenzo DeLuca
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65
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10/2015
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Director, Chief Executive Officer and President
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Ralph Porretti
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66
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10/2015
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Director, Chief Operating Officer, Treasurer
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ITEM 11.
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EXECUTIVE COMPENSATION
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Name/ Position
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Year
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Salary
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Bonus
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Stock
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Other
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Total
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||||||||||||||||
Craig Burton
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2015
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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|||||||||||
Chief Financial Officer
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2014
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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|||||||||||
Lorenzo DeLuca
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2015
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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|||||||||||
Chief Executive Officer
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2014
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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|||||||||||
Ralph Porretti
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2015
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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|||||||||||
Chief Operating Officer
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2014
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$
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0
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$
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0
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$
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0
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$
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0
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$
|
0
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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●
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each person known by us to be the beneficial owner of more than 5% of our common stock;
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●
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each of our directors;
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●
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each of our executive officers; and
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●
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our executive officers and directors as a group.
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Title of Class
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Name and Address
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Number of Shares
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Percent of Class
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||||||||||||||
Preferred
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Common
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Preferred
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Common
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||||||||||||||
Common Stock
|
Gladstone Ventures, LLC
114 East 13th St., FRNT 1
New York, NY 10003
|
56,995,271
|
82.2
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%
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|||||||||||||
Common Stock
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Officers and Directors as a group (one person)(1)
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148,520
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0.2
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%
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(1)
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Mr. Craig Burton is the owner of 148,520 common shares
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANTS FEES AND SERVICES
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FIRM
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FISCAL YEAR 2015
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FISCAL YEAR 2014
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||||||
(i), (ii) Audit Related Fees:
|
||||||||
Cowan, Gunteski & Co, P.A.
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$
|
-
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$
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11,000
|
||||
MaloneBaily, LLP
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$
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8,000
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$
|
-
|
||||
(iii) Tax Fees
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$
|
-
|
||||||
(iv) All Other Fees
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$
|
-
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$
|
-
|
||||
TOTAL FEES
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$
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8,000
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$
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11,000
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibit Number
|
Document Description
|
3.1
|
Corporate Charter of Blue Ribbon Pyrocool, Inc. as filed with the Delaware Secretary of State on April 6, 1998, incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
|
3.2
|
Amendment to the Company’s Articles of Incorporation as filed with the Delaware Secretary of State on March 31, 2000, changing the authorized number of shares of the Company, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
|
3.3
|
Bylaws of Classic Rule Judo Championship, Inc., incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
|
10.1
|
Management Agreement between Mr. Chris Angle, Desmond Capital and Nathan Lapkin and Jerry Gruenbaum, Esq., whereby Mr. Angle will become President and Chief Executive Office and sole director and develop the concept of Classic Rules Judo Championship, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
|
14.1
|
Code of Ethics, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
101.INS
|
XBRL Instance
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation
|
101.DEF
|
XBRL Taxonomy Extension Definition
|
101.LAB
|
XBRL Taxonomy Extension Labels
|
101.PRE
|
XBRL Taxonomy Extension Presentation
|
Classic Rules Judo Championships, Inc.
|
|
(Registrant)
|
|
January 6, 2017
|
By: /s/ Lorenzo DeLuca
|
Lorenzo DeLuca, Chief Executive Officer and President
|
Classic Rules Judo Championships, Inc.
|
|
(Registrant)
|
|
January 6, 2017
|
By: /s/ Craig Burton
|
Craig Burton, Chief Financial Officer and Secretary
|
1.
|
I have reviewed this annual report on Form 10-K of the registrant for the period ended December 31, 2015;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: January 6, 2017
|
|
/s/Lorenzo DeLuca
|
|
Lorenzo DeLuca
|
|
Chief Executive Officer
|
|
(principal executive officer)
|
1.
|
I have reviewed this annual report on Form 10-K of the registrant for the period ended December 31, 2015;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: January 6, 2017
|
|
/s/Craig Burton
|
|
Craig Burton
|
|
Chief Financial Officer
|
|
(principal financial officer and accounting officer)
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/s/ Lorenzo DeLuca
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Lorenzo DeLuca
|
|
Chief Executive Officer
|
|
(principal executive officer
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/s/Craig Burton
|
|
Craig Burton
|
|
Chief Financial Officer
|
|
(principal financial officer and accounting officer
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 09, 2016 |
Dec. 31, 2014 |
|
Document And Entity Information | |||
Entity Registrant Name | Classic Rules Judo Championships, Inc. | ||
Entity Central Index Key | 0001445831 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,089 | ||
Entity Common Stock, Shares Outstanding | 69,322,426 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2015 |
Consolidated Balance Sheets (Unaudited) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Current assets | ||
Cash | $ 9,044 | |
Total current assets | 9,044 | |
Total assets | 9,044 | 0 |
Current liabilities | ||
Accounts payable and accrued liabilities | 9,330 | 23,589 |
Related party payables | 74 | |
Total current liabilities | 9,330 | 23,663 |
Stockholders' equity (deficit) | ||
Subscription receivable | (30,000) | |
Preferred stock; $0.001 par value; 50,000,000 shares authorized; none and 500,000 issued and outstanding at December 31, 2015 and 2014, respectively | 500 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 69,322,426 and 18,922,426 shares issued and outstanding at December 31, 2015 and 2014, respectively | 69,322 | 18,922 |
Additional paid-in capital | 278,825 | 268,652 |
Accumulated deficit | (318,433) | (311,737) |
Total stockholders' equity (deficit) | (286) | (23,663) |
Total liabilities and stockholders' equity (deficit) | $ 9,044 | $ 0 |
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 500,000 |
Preferred stock, outstanding | 0 | 500,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 69,322,426 | 18,922,426 |
Common stock, outstanding | 69,322,426 | 18,922,426 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
General and administrative | 6,696 | 183,682 |
Total operating expenses | 6,696 | 183,682 |
Loss from operations | (6,696) | (183,682) |
Net loss | $ (6,696) | $ (183,682) |
Basic and diluted loss per common share | $ (0.00) | $ (0.01) |
Weighted average shares outstanding | 29,755,303 | 18,909,770 |
Note A - Organization and Nature of Busienss |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Note A - Organization and Nature of Business | NOTE A – ORGANIZATION AND NATURE OF BUSINESS
Classic Rules Judo Championships, Inc. was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. ("Classic Rules") on July 15, 2008. Classic Rules formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company currently operates in real estate investment activities focused in the New York City metropolitan area.
|
Note B - Going Concern |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note B - Going Concern | NOTE B – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenues, has incurred net losses of $6,696 and $183,682 for the years ended December 31, 2015 and 2014, has an accumulated deficit of $318,433 and $311,737 at December 31, 2015 and 2014, and has experienced negative cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management plans to enter to real estate market and has signed an agreement to raise capital to do so. However, 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.
|
Note C - Summary of Significant Accounting Policies |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Note C - Summary of Significant Accounting Policies | NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2015 and 2014.
Fair Value of Financial Instruments:
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Topic No. 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2015 and 2014 the carrying value of the Company’s cash, accounts payable and accrued liabilities and related party payables approximate fair value due to the short-term nature of these financial instruments.
Equity-Based Compensation
The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718.
The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At December 31, 2015 and 2014, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future.
The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense. At December 31, 2015 and 2014 the Company did not have any unrecognized tax benefits and has not accrued any liability for the payment of tax related interest or penalties. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since inception.
Subsequent Events
In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2015 through the date of the issuance of the accompanying consolidated financial statements.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred.
Net Loss Per 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 anti-dilutive. 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.
Related parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Reclassification
Certain prior year amounts have been reclassified to conform with the current year presentation.
|
Note C - Stockholders Equity |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Equity [Abstract] | |
Note C - Stockholders Equity |
NOTE D – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share.
Preferred Stock (continued)
On May 9, 2014, the Company approved the designation of 500,000 shares of the preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock has liquidation preferences over all other current and future classes of stock with each share being entitled to 200 votes. On June 3, 2015, the Company converted the Series A Preferred Stock to common stock and cancelled the Series A Preferred Stock.
On May 9, 2014, a related party company controlled by the former majority shareholder entered into an acquisition agreement with the Company to purchase 500,000 shares of Series A Preferred Stock for a total consideration of $200,000 (the “Purchase Price”). The acquisition agreement stipulated in the event of nonpayment before September 30, 2014, the escrow agent shall release the shares to the related party in proportion to the amount paid of the Purchase Price with the remainder delivered back to the Company. As the related party company has paid $51,038 of expenses on behalf of the Company, the Company issued 128,700 shares as repayment of advances from the related party company. The remaining 371,300 shares were issued back to the former related party, for which the Company recorded a compensation expense in the amount of $148,962.
On June 3, 2015, the Company accepted the conversion of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.
There was 0 and 500,000 shares of Series A Preferred Stock issued and outstanding at December 31, 2015 and 2014.
Common Stock
The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share.
On January 7, 2014 the Company sold 769,892 shares of common stock to a company owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320.
On January 1, 2014, common stock was increased by 330,960 shares representing shares held in Blue Ribbon Pyrocol, Inc. by Jerry Greenbaum and Nathan Lapkin. The shares were to be exchanged for shares in Classic Rules, however the shares of Classic Rules were not issued. Common stock and additional paid in capital were adjusted in the amount of $331 representing the par value of the shares.
On June 3, 2015, the Company accepted the conversion of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.
On October 15, 2015, the Company issued 50,000,000 shares of common stock Gladstone Ventures, LLC which the Company’s CEO is a Managing Member, for cash proceeds of $30,000 and a subscription receivable of $30,000.
In November 2015, certain shareholders of the Company expressed dissatisfaction. While no legal action was taken by the shareholders, the Company deemed it was in its best interest to settle with the shareholders by issuing a total of 165,480 shares of common stock. The common stock issuance was treated as an equity financing activity and adjusted against additional paid in capital.
On November 4, 2015, the Company issued a total of 34,520 shares of common stock fair valued at $41 for professional services performed related to settling with the dissatisfied shareholders.
At December 31, 2015 and 2014 there were 69,322,426 and 18,922,426 shares of common stock issued and outstanding.
|
Note E - Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note E - Income Taxes | NOTE E – INCOME TAXES
The income tax provision differs from the amount computed by applying the U.S. Federal and state statutory corporate income tax rates as follows:
Net deferred tax assets and liabilities consist of the following components:
The Company’s net operating loss carry forwards of $318,433 will begin to expire in 2028.
|
Note F - Related Party Transactions |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Note F - Related Party Transactions | NOTE F – RELATED PARTY TRANSACTIONS
On January 7, 2014, the Company sold 769,892 shares of common stock to a related party company which was a principal shareholder of the Company and owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320.
During the year ended December 31, 2014, a principal shareholder and also the former President contributed $116 to the Company as additional paid-in capital.
During the year ended December 31, 2014, related parties made payments totaling $53,038 on behalf of the Company as payment of accounts payable and accrued expenses. Of this amount, $51,038 was paid by a majority shareholder as discussed in Note D and $2,000 was paid by a former officer of the Company.
As discussed in Note D, on May 9, 2014, $51,038 of the shareholder payments were repaid with the issuance of 128,700 shares of Series A Preferred Stock. On the same date, a former related party was issued 371,300 shares of Series A Preferred Stock for compensation valued at $148,962.
During the year ended December 31, 2015 the Company received cash contributions from a related party totaling $32 and made net repayments to related parties of $74. Additionally, there was $128 which was expenses paid by this related party on behalf of the Company.
There was $0 and $74 due to related parties as of December 31, 2015 and 2014.
|
Note G - Commitments and Contingencies |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note G - Commitments and Contingencies | NOTE G – COMMITMENTS AND CONTINGENCIES
During the third quarter of 2014, the Company identified fraudulent activities entered into by its former CEO who is also a former member of the Board of Directors. The former officer and director of the Company entered into certain employment agreements and convertible notes payable without the proper authorization of the Company or other members of its Board of Directors. The employment agreements and convertible notes payable were entered into during the three months ended June 30, 2014. The Company assessed its potential responsibility for these liabilities entered into and determined it to be remote due to the former officer not having received approval from the Company board of directors to enter into such transactions and the employment agreements and notes being entered into through a fictitious entity with which the Company has no previous or current affiliation with. As such, the impacts of these agreements are not reflected in these financial statements.
|
Note C - Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation
The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation.
|
Use of Estimates | 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
|
Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2015 and 2014.
|
Fair Value of Financial Instruments: | Fair Value of Financial Instruments:
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Topic No. 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2015 and 2014 the carrying value of the Company’s cash, accounts payable and accrued liabilities and related party payables approximate fair value due to the short-term nature of these financial instruments.
|
Equity-Based Compensation | Equity-Based Compensation
The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718.
The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.
|
Income Taxes | Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At December 31, 2015 and 2014, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future.
The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense. At December 31, 2015 and 2014 the Company did not have any unrecognized tax benefits and has not accrued any liability for the payment of tax related interest or penalties. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since inception.
|
Subsequent Events | Subsequent Events
In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2015 through the date of the issuance of the accompanying consolidated financial statements.
|
Recently Issued Accounting Pronoucements |
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
|
Advertising Costs | Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred.
|
Net Loss Per Common Share |
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 anti-dilutive. 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.
|
Related parties | Related parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
|
Reclassification |
Reclassification
Certain prior year amounts have been reclassified to conform with the current year presentation.
|
Note E - Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Provision |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets |
|
Note B - Going Concern (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (318,433) | $ (311,737) |
Net loss | $ (6,696) | $ (183,682) |
Note E - Income Taxes Income Tax Provision (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Tax Disclosure [Abstract] | ||
U.S Statutory Corporate Income Tax Rate | (3400.00%) | (3400.00%) |
State Income Tax | (700.00%) | (7.00%) |
Change in Valuation Allowance on Deferred Tax Asset | 41.00% | 41.00% |
Effective Rate | 0.00% | 0.00% |
Note E- Income Taxes- Deferred Tax Assets (Details) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carry-forward | $ 130,558 | $ 127,812 |
Valuation Allowance | (130,558) | (127,812) |
Net Deferred tax assets |
Note E - Income Taxes (Details Narrative) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Net operating Loss Carryforward | $ 318,433 |
Expiration | Dec. 31, 2028 |
Note F - Related Party Transactions (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Cash contributions from related party | $ 32 | $ 116 |
Notes due to related party | 1,648 | |
Expenses paid by related party | 128 | |
Proceeds from related party | (74) | 74 |
Due to related parties | 74 | |
Related Party [Member] | ||
Payments by related parties | 53,038 | |
Majority Shareholder [Member] | ||
Payments by related parties | 51,038 | |
Former Officer [Member] | ||
Payments by related parties | $ 2,000 |
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