SEC Info - Newpoint Financial Corp. - ‘10-Q’ for 3/31/23

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I -- Financial Information
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures About Market Risk
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Exhibits

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i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒

As of May 22, 2023, there were i 19,153,923 shares outstanding of the registrant’s common stock, par value $0.001.

The accompanying notes are an integral part of these condensed financial statements

The accompanying notes are an integral part of these condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report contains forward-looking statements. The statements regarding Newpoint Financial Corp. contained in this report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.

Important factors known to us that could cause such material differences include: uncertainties associated with the following:

We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the SEC.

Newpoint Financial Corp., a Delaware corporation (the “Company,” “we,” “us,” or “our”) is a holding company that aims to strategically invests primarily in regulated entities such as banks and insurance companies. These investments may result in us acquiring a controlling or non-controlling interests of these entities. To date, we have entered into three such transactions (one of which has closed): in December 2021 we acquired a 10% interest in Novea, Inc., a financial and insurance services software company. The agreement was modified on September 30, 2022. We also entered into an agreement for the acquisition of an interest in American Millennium Insurance Co., a New Jersey based insurance company through the purchase of shares of its parent company, Citadel Risk Holdings Inc (“CRHI”). During 2021, the Company agreed a subscription agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the agreement, we agreed to purchase Class A ordinary shares representing 100% of Citadel Reinsurance Company Limited to be subscribed to in equal instalments of $2,500,000 paid annually for a 10-year period. The proposed deal with American Millennium Insurance Co., Citadel Risk Holdings Inc. and Citadel Reinsurance Company Limited was rescinded on November 21, 2022.

The Company was initially 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. on July 15, 2008 and subsequently to Judo Capital Corp on February 15, 2017.

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had planned to operate in real estate investment market focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. In February 2021 new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp.

As of the date of this report, we have no full-time/W-2 employees. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to hire any full-time employees until necessary for the operation of the Company. The need for employees and their availability will be addressed in connection with the scope and requirements of the operations of the Company.

As a smaller reporting company, the Company is not required to provide the information under this item.

As a smaller reporting company, the Company is not required to include the disclosure under this item.

Our principal place of business is located at 433 North Camden Drive, Suite 725, Beverly Hills, CA 90210. The space is leased by NMS Consulting, Inc., our contracted management consulting firm whereby they provide us with general office support. At this time, we do not pay any rent and we believe that our existing facilities and equipment are adequate.

On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for:

4. Violation of business and professions code section 17200 and request for injunctive relief.

The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.

Except as set forth above, we are not party to, and our property is not the subject of, any material legal proceedings.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is eligible for quotation on the Pink tier of the OTC Markets Group under the symbol “NPFC.” However, there is no reported trading in the Company’s common stock. As of March 31, 2023, there were approximately 860 holders of record of our common stock.

We have not paid any cash dividends since our incorporation and do not anticipate paying any dividends in the foreseeable future.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our financial statements and the related notes included in this report. This discussion contains forward-looking statements. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting policies that we believe are the most important to the portrayal of the Company’s financial condition and results of operations and that require management’s subjective judgments are described below to facilitate a better understanding of our business activities. Management bases its judgments on its experience and assumptions which it believes are reasonable and applicable under the circumstances.

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment:

Valuation of investments and credit facility allowances: Management relies on estimates of projected cashflows as support for the amounts disclosed in the Company’s financial statements as investments and valuation allowances taken against respective investments. The projections are based on the best estimates available, however these estimates are subject to potential changes in market conditions, interest rates and market liquidity considerations.

Going Concern: Management relies on estimates of projections to support the going concern assumption and relies on the basis that the Company will continue to be financially supported by related party entities until such time as the Company generates sufficient cashflow to support its expense requirements or completes an external capital raising.

Cost of Revenues. The Company had no cost of revenues for the three months ended March 31, 2023 or 2022.

General and Administrative expenses. The Company incurred $ 70,159 of general and administrative expenses during the three months ended March 31, 2023, compared to $20,621 during the same period in 2022. The increase in general and administrative expenses was a result of higher costs related to personnel costs being offset by lower costs related to filing and banking fees.

Professional fees. The Company incurred $109,734 of professional fees during the three months ended March 31, 2023, compared to $14,457 during the same period in 2022. The increase in professional fees is the result of higher costs relating to the audit during the quarter.

Loss From Operations. The Company incurred an operating loss of $179,893 during the three months ended March 31, 2023, compared to $35,078 during the same period in 2022. The increase in operating loss is a result of higher general and administration fees and professional fees incurred in the quarter.

Net Loss. The Company incurred a net loss of $169,605 during the three months ended March 31, 2023, compared to $172,684 during the same period in 2022. The decrease in net loss is a result of lower interest expenses incurred during the period.

As of March 31, 2023, the Company had cash and cash equivalents of $ 45,691 with current assets totaling $549,187 and current liabilities totaling $2,152,648 creating a working capital deficit of $1,603,461. Current liabilities consisted of accounts payable and accrued expense totaling $186,639 and related party payable of $1,966,009.

As of December 31, 2022, the Company had cash of $934,300 with current assets totalling $941,359 and current liabilities totalling $2,375,215 creating a working capital deficit of $1,433,856. Current liabilities consisted of account payable and accrued expense totalling $ 113,139 and related party loans payable of $2,262,076.

Net cash used in operating activities was $92,542 and $5,843 during the three months ended March 31, 2023 and 2022, respectively.

Net cash used in investing activities was $500,000 and $0 during the years ended March 31, 2023 and 2022, respectively.

Net cash used in financing activities was $296,067 and $0 during the three months ended March 31, 2023 and 2022, respectively.

The Company to date has been financially supported by related party entities which are also owned by the principal shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the company generates sufficient cash flow to support its expense requirements or completes an external capital raising.

During 2021, the company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loan in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate equal to LIBOR plus 5.25%.

The Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. As of December 31, 2021 the Company has additional available borrowings of $836,500 after it was provided $163,500 as a related party transaction for the credit commitment agreement with Novea. As of March 31, 2023 Newpoint Capital Limited made a payment of $167,300 on behalf of the company as per credit agreement with Novea.

The Securities and Exchange Commission, or the SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to its chief executive officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures were not effective as of such date due to the material weaknesses identified in the Company’s annual report on Form 10-K for the year ending December 31, 2022.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4. Violation of business and professions code section 17200 and request for injunctive relief.

The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.

Except as set forth above, we are not party to, and our property is not the subject of, any material legal proceedings.

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.

i Delaware		i 47-2653358
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

	2023			2022
	Three Months Ended March 31,
	2023			2022

Revenue:	$	-		$	-

Expenses:
Professional fees		i 109,734			i 14,457
General and administrative expense		i 70,159			i 20,621
Total Operating Expenses		i 179,893			i 35,078

Operating Loss		( i 179,893	)		( i 35,078	)

Other Income (Expense)
Interest income		i 10,288			i 4,860
Interest expense		-			( i 142,466	)
Total Other Income (Expense)		i 10,288			( i 137,606	)

Net Loss	$	( i 169,605	)	$	( i 172,684	)

Basic & Diluted Loss per Common Share	$	( i 0.0089	)	$	( i 0.0090	)

Weighted Average Common Shares Outstanding		i 19,153,923			i 19,153,923

	2023			2022
	For the three months ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	( i 169,605	)	$	( i 172,684	)
Adjustments to reconcile net loss to net cash used in operating activities:		-			i 167,800
Changes In:
Accounts Payable and Accrued Expenses		i 73,500			i 3,901
Interest Receivable		i 3,563			( i 4,860	)
Net Cash used in Operating Activities		( i 92,542	)		( i 5,843	)

CASH FLOWS FROM INVESTING ACTIVITIES
Loan Advanced to Related Party		( i 500,000	)		-
Net Cash used in Investing Activities		( i 500,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Loans Payable to Related Parties		( i 296,067	)		-
Net Cash used in Financing Activities		( i 296,067	)		-

Net Decrease in Cash		( i 888,609	)		( i 5,843	)
Cash at Beginning of Period		i 934,300			i 5,843

Cash at End of Period	$	i 45,691		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Deposit paid to AMIC financed with related party debt	$	-		$	i 1,000,000
Credit Commitment funded with related party debt	$	-		$	i 167,300

	March 31, 2023		December 31, 2022
Due to Related Parties
Newpoint Financial Corp (Wyoming) ⁽¹⁾	$	i 226,180	$	i 273,747
Newpoint Reinsurance Limited ⁽²⁾	$	-	$	i 263,500
Newpoint Capital Limited ⁽³⁾	$	i 1,739,829	$	i 1,724,829
Total	$	i 1,966,009	$	i 2,262,076

	●	Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

	●	Our failure to earn revenues or profits;

	●	Risks associated with potential acquisitions, including increased operating expenses and cash requirements; assimilation of operations, intellectual property and products of an acquired company, and

	●	Lack of an active trading market for our common stock;

Newpoint Financial Corp. – ‘10-Q’ for 3/31/23

On: Monday, 5/22/23, at 6:12am ET · For: 3/31/23 · Accession #: 1493152-23-18445 · File #: 0-54953

Previous ‘10-Q’: ‘10-Q’ on 11/14/22 for 9/30/22 · Next: ‘10-Q’ on 8/14/23 for 6/30/23 · Latest: ‘10-Q’ on 11/14/23 for 9/30/23

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☐

		Page No.

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4	Controls and Procedures	16

PART II - OTHER INFORMATION		17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.*
104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.*

	NEWPOINT FINANCIAL CORP.

Dated: May 22, 2023	By:	/s/ Keith Beekmeyer
		Keith Beekmeyer
		Chief Executive Officer
		(principal executive officer)

	By:	/s/ Julian Jammine
		Julian Jammine
		Chief Financial Officer
		(principal financial and accounting officer)

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/22/23
For Period end:	3/31/23	NT 10-K, NT 10-Q
	3/21/23
	3/15/23
	12/31/22	10-K, NT 10-K
	11/29/22
	11/21/22
	9/30/22	10-Q
	3/31/22	10-Q, NT 10-K, NT 10-Q
	12/31/21	10-K, 8-K, NT 10-K
	12/13/21
	12/10/21
	2/12/21	8-K
	2/9/21	8-K
	1/19/21
	2/28/18
	2/15/17	8-K
	6/2/14	8-K
	8/13/08
	7/15/08
	11/16/05
		List all Filings

*	Filed herewith.
**	Furnished herewith.