0001445831-17-000029.txt : 20170518 0001445831-17-000029.hdr.sgml : 20170518 20170518144830 ACCESSION NUMBER: 0001445831-17-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170515 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170518 DATE AS OF CHANGE: 20170518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUDO Capital Corp. CENTRAL INDEX KEY: 0001445831 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 472653358 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54953 FILM NUMBER: 17854591 BUSINESS ADDRESS: STREET 1: 269 FOREST AVE CITY: STATEN ISLAND STATE: NY ZIP: 10301 BUSINESS PHONE: (718) 447-1900 MAIL ADDRESS: STREET 1: 269 FOREST AVE CITY: STATEN ISLAND STATE: NY ZIP: 10301 FORMER COMPANY: FORMER CONFORMED NAME: Classic Rules Judo Championships, Inc. DATE OF NAME CHANGE: 20080922 8-K 1 judo8k-05162017.htm TERMINATION OF AGREEMENT
 
   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):  May 15, 2017   
     
  Judo Capital Corp.  
  (Exact name of registrant as specified in its charter)   
     
   Commission File No: 000-54953  
     
Delaware
 
47-2653358
(State or Other Jurisdiction
 
(I.R.S. Employer
Of Incorporation or Organization)
 
Identification Number)
     
269 Forest Ave.
Staten Island, NY
 
10301
(Address of Principal Executive Offices)
 
(Zip Code)
     
   (718) 447-1900  
 
(Registrant’s telephone number, including area code)
 
     
   
   (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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Item1.02. Termination of a Material Definitive Agreement.

On May 15, 2017, the registrant emtered into a Termination Agreement and Mutual Release with Delshah Ventures, LLC ("Delshah") terminating their Credit Agreement dated October 15, 2015.  In accordance with said Termination Agreement, each party released and forever discharged the other party from and against any and all claims whatesoever in connection with said Credit Agreement.  In consideration of the termination of the Credit Agreement and the release of all obligations there under, Delsha has paid the registrant $60,000 for 50,000,000 common shares of the Registrant. 
 
Item 9.01.  Financial Statements and Exhibits.

The exhibits listed in the following exhibit index are filed as part of this Current Report on Form 8-K:

10.1           Termination Agreement and Mutual Release dated May 15, 2017 (filed herewith).

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.

Date: May  18, 2017

Judo Capital Corp.
By:/s/ Lorenzo DeLuca
Lorenzo DeLuca
Chief Executive Officer

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EX-10 2 judo8kx10-05162017.htm TERMINATION AGREEMENT
Exhibit 10 - Termination Agreement

TERMINATION AGREEMENT AND MUTUAL RELEASE

This TERMINATION AGREEMENT AND MUTUAL RELEASE ("Termination Agreement") is entered into by and between Delshah Ventures, LLC, a limited liability company organized and existing under the laws of New York, having its principal offices at 114 E 13th Street, New York, NY 10003, United States of America (hereafter "Delshah"), and Judo Capital, Corp., formerly known as Classic Rules Judo Championships, Inc. a corporation organized and existing under the laws of Delaware, having its principal offices at 269 Forest Avenue, Staten Island, NY 10301 (hereafter "Judo") and is effective this 15thday of May 2017.
In consideration of the terms and conditions set forth in this Termination Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Delshah and Judo hereby agree as follows:

1. Purpose. Delshah and Judo have previously entered into a Credit Agreement dated October 15th, 2015 (the "Credit Agreement). By way of this Termination Agreement, Delshah and Judo desire to completely and immediately terminate the Credit Agreement, and acknowledge and agree that, neither party shall have any obligation or liability to the other in connection with the Credit Agreement.

2. Termination of the Credit Agreement. Delshah and Judo hereby terminate immediately, for mutual convenience, the Credit Agreement and any amendments thereto. Effective immediately upon execution of this Termination Agreement, neither party shall have (except as otherwise expressly set forth in Sections 4 and 5 below) any obligation, responsibility, or liability to the other party for any reason whatsoever in connection with the Credit Agreement.
3. Mutual Release. Effective immediately upon execution of this Termination Agreement, each party releases and forever discharges the other party and all of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers from and against any and all actions, claims, suits, demands, payment obligations or other obligations or liabilities of any nature whatsoever, whether known or unknown, which such party or any of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers have had, now have or may in the future have directly or indirectly arising out of (or in connection with) any of the Credit Agreement, including any activities undertaken pursuant to any of the Credit Agreement.
4. Consideration. In consideration of the termination of the Credit Agreement and the release of all obligations thereunder, Delshah has paid to Judo Sixty Thousand Dollars ($60,000) advanced; $30,000 in the 4th quarter of 2015 and $30,000 in the fourth quarter of 2016 for 50,000,000 common shares in Judo previously issued.
5. Communication. Unless otherwise required by or advisable under applicable law or regulation, neither party shall disclose the termination of the Credit Agreement or terms thereof without the consent of the other party. The parties agree to cooperate on all customer communications related to this Termination Agreement.

6. General Provisions.

a. Entire Agreement. This Termination Agreement is the entire agreement between the parties regarding the subject matter contained herein. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding the subject matter contained herein. This Termination Agreement shall not be modified or amended unless done so in a writing signed by authorized representatives of both parties. The terms of this Termination Agreement shall take precedence in the event of any conflict with terms of any other agreement between the parties in relation to the termination of the Credit Agreement.

b. Applicable Law. This Termination Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without regards to its conflicts of laws principals. Each party irrevocably consents to the exclusive jurisdiction of the courts of New York, in connection with any action to enforce the provisions of this Termination Agreement or arising under or by reason of this Termination Agreement.
c. Counterparts; Copies. This Agreement may be signed in two counterparts which together will form a single agreement as if both parties had executed the same document. Signed copies of this Agreement sent via facsimile will be deemed binding to the same extent as original documents.

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the last date written below.

                 
For DELSHAH VENTURES, LLC
 
 
 
For JUDO CAPITAL, CORP
         
By:
 
s/ Lorenzo DeLuca
 
 
 
By:
 
/s/ Craig Burton
Name:
 
Lorenzo DeLuca
 
 
 
Name:
 
Craig Burton
Title:
 
CEO
 
 
 
Title:
 
Secretary
Date:
 
May 15, 2017
 
 
 
Date:
 
May 15, 2017