Newpoint Financial Corp - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-54953

NEWPOINT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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 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). 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): No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,153,923 shares of common stock as of September 30, 2021.

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

NEWPOINT FINANCIAL CORP.

UNAUDITED BALANCE SHEETS

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF STOCKHOLDERS' DEFICIT

For The Nine Months Ended September 30, 2021

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF CASH FLOWS

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

Newpoint Financial Corp.

Notes to Condensed Financial Statements

September 30, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Newpoint Financial Corp. (“Newpoint”or “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 then to Judo Capital Corp on February 15, 2017. In January 2021, the Company executed a transaction where the primary shareholder liquidated their shares in exchange cash and stock considerations. As a result of the transaction Judo Capital Corp changed its name to Newpoint Financial Corp. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control, which has been stated retroactively throughout the 10-Q. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware) on February 12, 2021. The Company will acquire other organizations in the capacity as a holding company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC) for interim information, including the instructions to the Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2020. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known.

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2021 and December 31, 2020 the Company has not recorded any unrecognized tax benefits.

Net Loss per Share

The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 5. Stockholders’ Deficit.

Recently Issued Accounting Pronouncements

In 2018, the Company adopted the Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), and additional ASUs issued to clarify the guidance in ASU 2014-09 (collectively, the revenue standard), which amends the existing accounting standards for revenue recognition. As the Company has no revenue generating activities the adoption of the revenue standard had no impact on the Company.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

September 30, 2021

(Unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (continued)

In 2019, the Company adopted FASB ASU 2016-02, Leases (Topic 842), which provides an updated definition of a lease contract, including guidance on the combination and separation of contracts. The standard requires lessees recognize a right-of-use asset and a lease liability for all lease contracts. The Company has determined it does not have any lease agreements and as a result this standard has not impacted the Company’s financial statements..

NOTE 3 – GOING CONCERN

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no current or historical revenues, has incurred net losses of $32,290 and net income of $5,299 during the three months ended September 30, 2021 and 2020 and $91,836 and $1,021 for the nine months ended September 30, 2021 and 2020, respectively. The Company has an accumulated deficit of $536,748 and $444,912 as of September 30, 2021 and December 31, 2020, and has experienced negative cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for the year following the sate the condensed financial statements were available to be issued. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to raise additional capital and will continue to have its expenditures paid for by a related entity (see Note 5). Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding as of September 30, 2021 or December 31, 2020.

Common Stock

The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share. As of September 30, 2021 and December 31, 2020 there were 19,153,923 and 216,185 shares of common stock issued and outstanding, respectively.

In February 2021, the Company finalized a 500-1 reverse stock split. This transaction has been retroactively stated in the condensed financial statements for the basic & diluted loss per common share within the statement of operations within all applicable reporting periods presented.

NOTE 5 – RELATED PARTY TRANSACTIONS

Throughout 2021, the Company has incurred various expenses, totaling $66,836 which have been paid for by a related entity and will be repaid at a later date by the Company. This liability is non-interest bearing and does not include any guarantees or collateral to the related entity. The liability is not expected to be repaid within the next twelve months and as a result is classified as a long-term liability.

The Company currently operates out of an office of a related party free of rent.

NOTE 6 – SUBSEQUENT EVENTS

In October 2021, the Company entered into an agreement to purchase 37.5% of Citadel Risk Holdings, Inc, a Delaware Holding Corporation that owns all the shares in American Millennium Insurance Company, a New Jersey Corporation. The Company shall pay $1 million per year in exchange for 3.75% of Citadel’s common shares over the course of 10 years beginning December 31, 2021 until it has acquired all 37.5%. The transaction is subject to approval by the New Jersey Insurance Commission.

Newpoint Financial Corp.

September 30, 2021

(Unaudited)

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

Forward-looking Information

This quarterly report on Form 10-Q contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. 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:

● 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.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2020 Annual Report on Form 10-K and other filings with the SEC.

Results of Operations

Comparison of the three and nine months ended September 30, 2021 and 2020

Revenues . The Company had no revenue during the three and nine months ended September 30, 2021 or 2020.

Cost of Revenues . The Company had no cost of revenues for the three and nine months ended September 30, 2021 or 2020.

General and Administrative expenses. The Company incurred no general and administrative expenses during the three months ended September 30, 2021 compared to $750 during the same period in 2020. The Company incurred general and administrative expenses of $20,924 during the nine months ended September 30, 2021 compared to $3,574 for the nine months ended September 30, 2020. The increase was a result of various expenses resulting from setting up the new entity.

Newpoint Financial Corp.

September 30, 2021

(Unaudited)

Professional fees. The Company incurred $32,290 and $70,912 of professional fees during the three and nine months ended September 30, 2021 compared to $1,000 and $3,000 during the same periods in 2020, respectively. The increase in professional fees is the result of the Company incurring costs associated with consultants, transfer agent costs and accounting fees during the period.

Loss From Operations. The Company incurred an operating loss of $32,290 and $91,836 during the three and nine months ended September 30, 2021 compared to $1,750 and $6,574 during the same periods in 2020. 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 incurred interest expense of during the three and nine months ended September 30, 2020 of $756 and $2,252, respectively. No interest expense was accrued in fiscal year 2021 as the related party debt was alleviated as a result of the stock sale with a previous shareholder. The Company also recognized a gain on debt extinguishment of $7,805 in Q3 of 2020, no such gain has been recognized in 2021.

Net Loss . The Company incurred a net losses of $32,290 and $91,836 during the three and nine months ended September 30, 2021 compared to net income of $5,299 and a net loss of $1,021 during the same periods in 2020. The increase in net loss is a result of increased general and administrative and professional fees.

Liquidity and Capital Resources

As of September 30, 2021, the Company had cash of $0 with current assets totaling $0 and current liabilities totaling $31,730, creating a working capital deficit of $31,730. Current liabilities consisted of accounts payable and accrued liabilities totaling $31,730. There is also a long-term payable to a related party of $66,836 at September 30, 2021.

As of December 31, 2020, we had cash of $0, with current assets totaling $0 and current liabilities totaling $9,765 creating a working capital deficit of $93,765. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payables of $29,829, interest payable to a related party of $11,156 and related party debt of $46,050.

The Company does not have any revenue generating activities currently and all expenditures are funded and paid for by a related entity.

Cash Flows

Net cash used in operating activities was $66,836 during the nine months ended September 30, 2021 compared to $44 during the nine months ended September 30, 2020.

Net cash provided by financing activities was $66,836 and $0 during the nine months ended September 30, 2021 and 2020, respectively.

Segment Reporting

The Company’s business currently operates in one segment.

Critical Accounting Policies and Estimates

There were no material changes in critical accounting policies and estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a complete list of our Critical Accounting Policies and Estimates.

Financial Impacts of COVID-19

In early March 2020, there was a global outbreak of COVID-19 that resulted in an economic downturn, changes in global supply and demand, and the temporary closure of non-essential businesses in many states. To date COVID-19 has not impacted the Company’s business. In connection with the outbreak, the Company continues to monitor potential impacts, which may materially impact the Company’s finances and operations. Due to the uncertainties surrounding COVID-19, the full impact of the outbreak and the scope of any cumulative adverse impact on the Company’s finances and operations cannot be fully determined at this time and largely depends on the ongoing severity, duration and spread of COVID-19.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Newpoint Financial Corp.

September 30, 2021

(Unaudited)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The current management in place post-acquisition has put in place proper oversight of accounting systems and procedures and are in the process of implementing internal accounting controls commensurate with the current scope of operations. As operations advance, and the Company becomes operational, so too will all accounting controls, procedures as well as SOX controls required by both US GAAP and SEC regulations for publicly traded organizations.

Changes in Internal Controls Over Financial Reporting

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 September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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.

Newpoint Financial Corp.

September 30, 2021

(Unaudited)

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may be a party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business. At present, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

An investment in our shares is speculative and involves a high degree of risk. Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment. You should carefully consider the following factors as well as those set forth in our annual report on Form 10- K for the year ended December 31, 2020 and the other information contained herein before deciding to invest in our shares.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Item 6. Exhibits

SIGNATURES

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.