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EX-99 - EXHIBIT 99.1 - Newpoint Financial Corpex99-1.htm

 

UNITED STATES 

 SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):April 8, 2014

 

 

  CLASSIC RULES
JUDO
CHAMPIONSHIPS,
INC.
 
   

(Exact name of registrant as

   
    specified in its charter)    

Delaware

 

333-167451

 

20-8424623

(State of other

jurisdiction

 

(Commission File Number)

 

(IRS

Employer

of

incorporation)

     

Identification

No.)

6204 Beaver

Run

       

Jamesville,

NY

     

13078

(Address of

principal

executive

offices)

     

(Zip Code)

   

1 (315) 451-4889

   
   

Registrant’s telephone number,

including area code:

   
 

 

     
   

100 Research Drive, Suite 16

   
   

Stamford, Connecticut 06906

   
 

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
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SECTION 3 - SECURITIES AND TRADING MARKETS

 

Item 3.02   Unregistered Sales of Equity Securities.

 

On April 8, 2014, Classic Rules Judo Championships, Inc. (the “Company”) issued an aggregate of 11,000,000 newly issued shares of Common Stock to Procap Funding, Inc. of 6 Landmark Square, Stamford, CT (“Procap”) pursuant to a Securities Purchase Agreement. The Company issued the Common Stock pursuant to Section 4(2) of the Securities Act due to the fact that it did not involve a public offering. The shares of Common Stock are “restricted securities” (as such term is defined in Rule 144 of the Securities Act).

 

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.01 Changes in Control of Registrant.

 

A change of control of the Company occurred on April 8, 2014 when Procap acquired from the Company 11,000,000 newly issued shares of Common Stock and acquired in a private transaction from various shareholders 6,995,271 shares of Common Stock. As a result, Procap owns 17,995,271 Common Stock of the Company out of a total of 29,591,466 shares of Common Stock issued and outstanding. All the shares of Common Stock acquired by Procap are “restricted securities” (as such term is defined in Rule 144 of the Securities Act).

 

The Company is not aware of any arrangements, including any pledge of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(a)   On April 8, 2014, Mr. Chris Angle presented to the Board of the Company a letter of resignation whereby he resigned from his positions as Chief Executive Officer and Chief Financial Officer of the Company as the sole member of the Board and all other positions to which he has been assigned, regardless of whether Mr. Angle served in such capacity, of the Company, effective at 11;59 A.M. on April 8, 2014. Mr. Angle’s resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices. A copy of Mr. Angle’s resignation letter is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.

 

(c) On April 8, 2014, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Mr. Chris Angle from his positions as an officer and director of the Company, and (ii) the appointment of Mr. Craig H. Burton as Chief Executive Officer, Chief Financial Officer, Secretary and as the sole member of the Board of the Company.

 

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

 

 
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Involvement in Certain Legal Proceedings  

 

During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

 

Family Relationships

 

Mr. Burton has no family relationship with any of the previous officers or directors of the Company. Mr. Burton has no direct or indict financial interest in the Company or in the majority shareholder.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Index

 

Exhibit

No.:

 

Description:

     

99.1

 

Resignation Letter of Chris Angle dated April 8, 2014

     

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: April 8, 2014

Classic Rules Judo Championships, Inc.

 

By: /s/ Craig Burton

 

Craig Burton, Principal Executive Officer,

Principal Financial Officer, and Principal

Accounting Officer

 

 

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