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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: March 31, 2023

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

For the transition period from __________ to __________

Commission File Number: 000-54953

Newpoint Financial Corp.

(Exact name of registrant as specified in its charter)

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

433 North Camden Drive, Suite 725

Beverly Hills, CA 90210

(Address of principal executive offices)

(860) 574-9190

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act: None.

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. 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, 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.

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

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 ☐ No ☒

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

TABLE OF CONTENTS

		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

PART I

NEWPOINT FINANCIAL CORP.

CONDENSED BALANCE SHEETS

			(Unaudited)			(Audited)
			March 31,			December 31,
	Note		2023			2022
ASSETS
Current Assets:
Cash			$	45,691		$	934,300
Interest Receivable				3,496			7,059
Loan Receivable - Due from Related Party		6		500,000			-
Total Current Assets				549,187			941,359

Other Assets:
Credit Facility Receivable		5		330,800			330,800
Allowance for Credit Facility Receivable		5		(330,800	)		(330,800	)
Total Other Assets				-			-
TOTAL ASSETS			$	549,187		$	941,359

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable and accrued expenses		6	$	186,639		$	113,139
Loan Payable - Due to Related Parties				1,966,009			2,262,076
Total Current Liabilities				2,152,648			2,375,215

Total Liabilities				2,152,648			2,375,215

Stockholders’ Deficit

Preferred Stock, par value $0.001, 50,000,000 shares Authorized,0 Issued or Outstanding at March 31, 2023 and December 31, 2022				-			-
Common Stock, par value $0.001, 100,000,000 shares Authorized,19,153,923 shares Issued and Outstanding at March 31, 2023 and December 31, 2022				19,154			19,154
Additional Paid-In Capital				419,028			419,028
Accumulated Deficit		7		(2,041,643	)		(1,872,038	)

Total Stockholders’ Deficit				(1,603,461	)		(1,433,856	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	549,187		$	941,359

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

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	2023			2022
	Three Months Ended March 31,
	2023			2022

Revenue:	$	-		$	-

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

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

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

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

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

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

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

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Par Value		Shares		Par Value		Paid-In Capital		Accumulated Deficit			Stockholders’ Deficit
	Three Months Ended March 31, 2023, and 2022
	Preferred Stock				Common Stock				Additional					Total
	Shares		Par Value		Shares		Par Value		Paid-In Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of December 31, 2022		-	$	-		19,153,923	$	19,154	$	419,028	$	(1,872,038	)	$	(1,433,856	)
Net Loss for the Three months Ended March 31, 2023		-		-		-		-		-		(169,605	)		(169,605	)
Balance as of March 31, 2023		-		-		19,153,923	$	19,154	$	419,028	$	(2,041,643	)	$	(1,603,461	)

	Preferred Stock				Common Stock				Additional					Total
	Shares		Par Value		Shares		Par Value		Paid-In Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of December 31, 2021		-	$	-		19,153,923	$	19,154	$	419,028	$	(532,090	)	$	(93,908	)
Net Loss for the Three Months Ended March 31, 2022		-		-		-		-		-		(172,684	)		(172,684	)
Balance as of March 31, 2022		-	$	-		19,153,923	$	19,154	$	419,028	$	(704,774	)	$	(266,592	)

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

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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

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

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

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

Cash at End of Period	$	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	$	-		$	1,000,000
Credit Commitment funded with related party debt	$	-		$	167,300

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

Newpoint Financial Corp.

Notes to Financial Statements

March 31, 2023 and March 31, 2022

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Newpoint Financial Corp. (“Newpoint”) was 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. the Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament, this subsidiary is no longer active and has ceased to exist.

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company had planned to operate in real estate investment activities 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. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. All share and per share information has been retroactively adjusted to reflect the reverse stock split. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. on February 12, 2021.

NOTE 2 – GOING CONCERN

The accompanying 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 revenue and has generated net losses of $169,605 and $172,684 during the quarters ended March 31, 2023 and March 31, 2022, respectively. The Company has an accumulated deficit of $2,041,643 and $1,872,038 as of March 31, 2023 and December 31, 2022, and has experienced negative cash flows from operations. These circumstances raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company to date has been financially supported by related party entities which are also owned by the majority shareholders of the Company. 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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Cash and Cash Equivalents

Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less.

Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $250,000. At times cash balances may exceed the FDIC insured limit. As of March 31, 2023, and December 31, 2022 the Company’s uninsured cash balances on deposit totaled approximately $0 and $684,300, respectively.

Investments

Short-term investments, Fixed maturities and equity securities

Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively.

Newpoint Financial Corp.

Notes to Financial Statements

March 31, 2023 and 2022

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income.

Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment.

Valuation allowance for fixed income securities

Management evaluates current expected credit losses (“CECL”) for all Held-to-Maturity (“HTM”) securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults.

Fair Value of Financial Instruments

The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

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 March 31, 2023, and December 31, 2022, the Company has determined it does not have any uncertain tax positions.

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 7 to the financial statements)

Newpoint Financial Corp.

Notes to Financial Statements

March 31, 2023 and 2022

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

NOTE 4 – INVESTMENTS

As at December 31, 2022 management impaired the Company’s equity investment in Novea Inc., a Wyoming corporation (“Novea”) to zero. This is based on management’s best estimates of the current risk factors involved. These risk factors remain elevated given the lack of clarity regarding the future projections for Novea. As at March 31 2023, management’s assessment of the valuation of Novea remains unchanged.

The Company follows U.S GAAP guidance on Fair Value Measurements, which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets.

Level 1 – Inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets

Level 2 – Inputs related to assets with quoted prices in markets that are not considered active or other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data.

Level 3 – Inputs are unobservable and are used to the extent that observable inputs do not exist.

The Company’s investment in the common stock of Novea is considered a level 3 investment.

Newpoint Financial Corp.

Notes to Financial Statements

March 31, 2023 and 2022

NOTE 5 – CREDIT COMMITMENT

The Company entered into a five (5) year revolving credit facility agreement to provide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. During 2022 the Company advanced $167,300 to Novea. The outstanding principal was $330,800 as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, there was $4,669,200 of additional borrowings available to Novea subject to the borrowing criteria being maintained.

The Company has recognized a full allowance against the $330,800 funds provided to Novea as of March 31, 2023 and December 31, 2022, respectively. The valuation allowance reflects management’s assessment that it is more likely than not that a portion of the Company’s credit facility provided will not be realized. The Company will continue to evaluate the realizability of the credit facility and may adjust the valuation allowance in future periods based on changes in the available evidence.

NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE

SCHEDULE OF RELATED PARTY TRANSACTION

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

(1)

Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $226,180 and $273,747 is payable to NPFC SPV1 as of March 31, 2023 and December 31, 2022, respectively and is included in the due to related parties on the accompanying balance sheet.

(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 $1,000,000 for a term of three years and an option to roll the facility. There is no interest charged on the RCFA. As of March 31, 2023 and December 31, 2022, the Company has additional available borrowings of $1,000,000 and $836,500, respectively. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. As of March 31, 2023 the Company has repaid $263,500 to Newpoint Reinsurance Limited.

(3)

Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,739,829 of expenses on behalf of the Company. Of this amount $167,300 was to fund the credit commitment agreement with Novea and the remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. There is no interest charged on the borrowings. Newpoint Capital Limited also provides administrative and accounting services to the Company. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation.

The Company entered into consulting agreements with members of management. The Company incurred $15,000 of consulting expenses for the quarter ended March 31, 2023. These amounts are included in professional fees in the accompanying statement of operations for the Quarter ended March 31, 2023. These fees will be paid by Newpoint Capital Limited on behalf of the Company and are included as part of the amounts due to Newpoint Capital Limited at March 31, 2023.

On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the amount outstanding loan was $1,370 for the three months ended March 31, 2023.

Newpoint Financial Corp.

Notes to Financial Statements

March 31, 2023 and 2022

NOTE 7 – 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 preferred shares issued or outstanding as of March 31, 2023, or December 31, 2022.

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 at March 31, 2023 and December 31, 2022 there were 19,153,923 shares of common stock issued and outstanding and at December 31, 2022.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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:

1. Tortious interference with existing and prospective economic advantage;

2. Negligent interference with existing and prospective economic advantage;

3. Trade libel;

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.

The complaint filed with regard to the BMA, is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the expected costs as the matter is in an early stage and further disclosure of anticipated amounts may prejudice proceedings.

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed financial statements.

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

Forward-Looking Statements

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:

	●	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;

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.

Overview

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.

History

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.

Human Capital

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.

Item 1A. Risk Factors.

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

Item 1B. Unresolved Staff Comments.

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

Item 2. Properties.

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.

Item 3. Legal Proceedings

1. Tortious interference with existing and prospective economic advantage;

2. Negligent interference with existing and prospective economic advantage;

3. Trade libel;

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 4. Mine Safety Disclosures.

Not applicable.

PART II

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.

Equity Compensation Plan Information

We did not have any equity compensation plans as of March 31, 2023.

Dividend Policy

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

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities

None.

Item 6. [Reserved.]

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.

Critical Accounting Policies

Use of Estimates

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.

Results of Operations for the three months ended March 31, 2023 and March 31, 2022

Revenues. The Company had no revenue during the three months ended March 31, 2023 for the three months ended March 31, 2022.

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.

Liquidity and Capital Resources

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.

Cash Flows

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.

Off-Balance Sheet Arrangements

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.

Subsequent Events

No subsequent events occurred after the balance sheet date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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.

Changes in Internal Control over Financial Reporting

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

1. Tortious interference with existing and prospective economic advantage;

2. Negligent interference with existing and prospective economic advantage;

3. Trade libel;

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 1A. Risk Factors.

Not required for smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

No disclosure required.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.*

*	Filed herewith.
**	Furnished 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.

	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)

Newpoint Financial Corp 10-Q