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Information Statement - All Other (definitive) (def 14c)
November 02 2020 - 04:49PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20539
SCHEDULE 14 C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
JUDO CAPITAL CORP.
_____________________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: Not Applicable
(2) Aggregate number of securities to which transaction applies: Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing is calculated and state how it was determined): Not Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: Not Applicable
[ ] Fee paid previously with preliminary materials:
_____________________________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing.
(1) Amount previously paid: Not Applicable
(2) Form, Schedule or Registration Statement No. Not Applicable
(3) Filing Party: Not Applicable
(4) Date Filed: Not Applicable
INFORMATION STATEMENT
Relating to Annual Meeting of Judo Capital Corp.
JUDO CAPITAL CORP.
Dear Judo Capital Corp. Shareholders:
NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock, approving the following actions:
1.) Approval of a Reverse /Forward Split and Plan of Recapitalization.
2.) Approval of a change of the Company’s name to Newpoint Financial Corp.
As of the close of business on October 13, 2020, the record date for shares entitled to notice of and to sign written consents in connection with the annual meeting, there were 69,322,426 shares of our common stock and no shares of our preferred stock outstanding. Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving each of the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy. The Actions will be effective 20 days from the mailing of this Information Statement, which is expected to take place on October 22, 2020, and such Actions will result in the following:
1.) Each five hundred (500) shares of our common stock outstanding will be converted into one share of common stock of the Company, and immediately following that all shareholders with less than 200 shares, will receive a forward split to increase their holdings to 200 shares of common stock.
The Plan of Recapitalization provides for the mandatory exchange of shares from the current common stock to new common stock representing one-five hundredth (1/500 th ) of the previous number of shares held and then 200 shares to holders of 199 shares or less. We urge you to follow the instructions set forth in the attached Information Statement under “Exchange of Stock”.
2.) The name of the Corporation will be changed from Judo Capital Corp. to Newpoint Financial Corp. upon the filing of articles of amendment with the Secretary of State of Delaware. In addition, the trading symbol used to trade the Company’s Common Stock will be changed to a symbol that reflects the new name.
The Company will pay all costs associated with the distribution of the Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the Information Statement to the beneficial owners of the Company’s common stock.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS: NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.
By Order of the Board of Directors,
/s/Craig Burton
Craig Burton, President
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