SEC Info - Newpoint Financial Corp. - ‘10-Q’ for 6/30/22

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		Alternative Formats (Word, et al.) Condensed Balance Sheets as of June 30, 2022 and December 31, 2021 (Unaudited) Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited) Condensed Statements of Changes in Stockholders' Equity (Deficit) for the six months ended June 30, 2022 and 2021 (Unaudited) Condensed Statements of Operations for the three months and six months ended June 30, 2022 and 2021 (Unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Financial Statements (Unaudited) Other Information Part I Part Ii Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Unaudited Financial Statements Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I
"	Unaudited Financial Statements
"	Condensed Balance Sheets as of June 30, 2022 and December 31, 2021 (Unaudited)
"	Condensed Statements of Operations for the three months and six months ended June 30, 2022 and 2021 (Unaudited)
"	Condensed Statements of Changes in Stockholders' Equity (Deficit) for the six months ended June 30, 2022 and 2021 (Unaudited)
"	Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)
"	Notes to Condensed Financial Statements (Unaudited)
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures About Market Risk
"	Controls and Procedures
"	Part Ii
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits
"	Signatures

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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) 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, or a smaller reporting 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 ☒

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: i 19,153,923 shares of common stock as of June 30, 2022.

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward- looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2021 Annual Report on Form 10-K and other filings with the SEC.

The accompanying notes are an integral part of these unaudited 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 strategically invests primarily in regulated entities such as banks and insurance companies. These investments may be 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; we have also entered into an agreement for the acquisition of an interest in American Millennium Insurance Co., a New Jersey based insurance Company through purchase of shares of its parent holding companies. Closing is subject to receipt of regulatory approvals and other customary closing conditions.

Since our current investments (one of which has closed) constitute (or will constitute) a minority interest in these companies, we anticipate that our income will be dependent on the ability of these companies to generate revenue and payment of dividends.

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.

Certain of the Company’s 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 expect that uncertainty and volatility in financial markets relating to the COVID-19 pandemic will continue to impact the Company. The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic are changing rapidly and are difficult to anticipate.

We are subject to economic factors such as interest rates, inflation, foreign exchange rates, adverse reserve developments, regulation, tax policy changes, political risks and other market risks that can impact our strategy, operations, and results.

General and Administrative expenses. The Company incurred $84,010 of general and administrative expenses during the six months ended June 30, 2022 compared to $20,924 during the same period in 2021. The Company incurred $63,389 of general and administrative expenses during the three months ended June 30, 2022 compared to $0 during the same period in 2021. The costs increase related to travel, subscriptions and IT services.

Professional fees. The Company incurred $106,450 of professional fees during the six months ended June 30, 2022 compared to $38,622 during the same period in 2021. The Company incurred $91,994 of professional fees during the three months ended June 30, 2022 compared to $38,622 during the same period in 2021. The increase in professional fees is the result of the Company incurring costs associated with consultants and transfer agent costs during the period.

Loss From Operations. The Company incurred an operating loss of $190,460 during the six months ended June 30, 2022 compared to $59,546 during the same period in 2021. The Company incurred an operating loss of $155,382 during the three months ended June 30, 2022 compared to $38,622 during the same period in 2021. The increase in net loss is a result of increased professional fees and additional costs associated with the change in control.

Other Income (Expense). The Company accrued interest income of $11,985 during the six months ended June 30, 2022 compared to $0 during the six months ended June 30, 2021. The Company accrued interest income of $7,125 during the three months ended June 30, 2022 compared to $0 during the six months ended June 30, 2021.

Net Loss. The Company incurred a net loss of $429,028 during the six months ended June 30, 2022 compared to $59,546 during the same period in 2021. The Company incurred a net loss of $256,344 during the three months ended June 30, 2022 compared to $38,622 during the same period in 2021. The increase in net loss is a result of increased general and administrative and professional fees.

As of December 31, 2021, the Company had cash of $5,843, with current assets totalling $5,843 and current liabilities totalling $99,751 creating a working capital deficit of $93,908. Current liabilities consisted of accounts payable and accrued liabilities totalling $31,370, related party payable of $68,021

As of June 30, 2022, the Company had cash of $39,543 with current assets totalling $46,668 and current liabilities totalling $569,603 creating a working capital deficit of $522,935. Current liabilities consisted of accounts payable of $6,730, related party payable of $522,873 and other current liabilities of $40,000.

Net cash generated in operating activities was $33,700 and $0 during the six months ended June 30, 2022 and 2021, respectively.

There were no cash flows from investing activities during the six months ended June 30, 2022 and 2021, respectively.

There were no cash flows from financing activities during the six months ended June 30, 2022 and 2021, respectively.

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 30, 2022 Newpoint Capital Limited made a payment of $167,300 on behalf of the Company as per credit agreement with Novea

Smaller reporting companies are not required to provide the information required by this item.

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, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive 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, 2021.

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of our last fiscal quarter as covered by this report on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error or all fraud and is not effective. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

We are not party to, and our property is not the subject of, any material legal proceedings.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

i 433 North Camden Drive, i Suite 275
i Beverly Hills		i CA i 90210
(Address of principal executive offices)		(Zip Code)

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

Item #	Description	Page Numbers

	PART I	4

ITEM 1	UNAUDITED FINANCIAL STATEMENTS	4

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17

ITEM 4	CONTROLS AND PROCEDURES	17

	PART II	18

ITEM 1	LEGAL PROCEEDINGS	18

ITEM 1A	RISK FACTORS	18

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	18

ITEM 4	MINE SAFETY DISCLOSURES	18

ITEM 5	OTHER INFORMATION	18

ITEM 6	EXHIBITS	18

	SIGNATURES	19

●	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

●	our ability to attract new clients and retain existing clients;

●	our ability to retain and attract key employees;

●	risks associated with assumptions we make in connection with our critical accounting estimates;

●	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

●	potential downgrades in the credit ratings of our securities;

●	risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

●	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

	2022			2021			2022			2021
	For the three months ended						For the six months ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenues:	$	-		$	-		$	-		$	-

Expenses:
General and administrative expense		i 63,389			-			i 84,010			i 20,924
Professional fees		i 91,994			i 38,622			i 106,450			i 38,622
Total Operating Expenses		i 155,382			i 38,622			i 190,460			i 59,546

Operating Loss		( i 155,382	)		( i 38,622	)		( i 190,460	)		( i 59,546	)

Interest income		i 7,125			-			i 11,985			-
Interest expense		( i 108,087	)		-			( i 250,553	)		-

Total Other Income (Expense)		( i 100,962	)		-			( i 238,568	)		-

Net Loss	$	( i 256,344	)	$	( i 38,622	)	$	( i 429,028	)	$	( i 59,546	)

Basic & Diluted Loss per Common Share	$	( i 0.0134	)	$	( i 0.0020	)	$	( i 0.0224	)	$	( i 0.0035	)

Weighted Average Common Shares Outstanding		i 19,153,923			i 19,153,923			i 19,153,923			i 17,165,984

Newpoint Financial Corp. – ‘10-Q’ for 6/30/22

On: Monday, 8/15/22, at 6:15am ET · For: 6/30/22 · Accession #: 1493152-22-22526 · File #: 0-54953

Previous ‘10-Q’: ‘10-Q’ on 5/23/22 for 3/31/22 · Next: ‘10-Q’ on 11/14/22 for 9/30/22 · 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

	June 30, 2022		December 31, 2021
Due to Related Parties
Newpoint Financial Corp (Wyoming) ⁽¹⁾	$	i 51,310,011	$	i 50,000,000
Newpoint Reinsurance Limited ⁽²⁾	$	i 163,500	$	i 163,500
Newpoint Capital Limited ⁽³⁾	$	i 420,163	$	i 68,021
Total	$	i 51,893,674	$	i 50,231,521

	(1)	Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders’, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). The LFA provides total principal of $ i 50,000,000 and is due in December 2031. If the Company is in default, as defined, at any time during the term of the LFA, then the lender can demand repayment within 30 days. The LFA calls for interest at a fixed rate of i 1% per annum. Interest can be deferred for up to two years upon the Company’s request. As of June 30, 2022, NPFC SPV1, Inc. had made a deposit of $ i 1,000,000 to AMIC, on behalf of the Company, as part of an agreement that remains subject to approval. The remaining portion of $ i 310,011 relates to interest incurred on amounts outstanding.

	(2)	Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $ i 1,000,000 for a term of i three years and an option to roll the facility. As of June 30, 2022 and December 31, 2021 the Company has additional available borrowings of $ i i 836,500 / after it was provided $ i i 163,500 / as a related party transaction for the credit commitment agreement with Novea. As of June 30, 2022 i no further payments have been made from Newpoint Reinsurance Limited.

	(3)	Newpoint Capital Limited, a Company registered in the United Kingdom provided $ i 420,163 of related party transactions for the period ended June 30, 2022 to the Company for the payment of amounts requested per the credit agreement with Novea for an amount of $ i 167,300 and the remaining portion for accounting, auditor fees and fees associated with filings with the SEC for annual and quarterly reports.

	●	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;

Exhibit No.		Description

Exhibit 31.1		Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of the 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		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: August 15, 2022
	By:	/s/ Keith Beekmeyer
		Keith Beekmeyer,
		Chief Executive Officer

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/15/22
For Period end:	6/30/22
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