JUDO 10-K
Janus Henderson U.S. Equity Enhanced Income ETF (JUDO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
Commission
File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate
by check mark whether the registrant (1) has 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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to 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).
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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter on June 30, 2022 was $
As of March 31, 2023, the Registrant had shares of common stock, par value $0.001 issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE –
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K 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:
| ● | 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. |
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.
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PART I
Item 1. Business.
Our Business
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. (See Item 9b); we also entered into an agreement for the acquisition of an interest in American Millennium Insurance Co., a New Jersey based insurance company (see Item 9b) through the purchase of shares of its parent company, Citadel Risk Holdings Inc. 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.
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Item 3. Legal Proceedings
The former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022. He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act.
Mr. Shirshac was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He did not name the Company in the suit nor allege that the Company employed him.
Mr. Shirshac denies being informed he was terminated from Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $33,445.
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.
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.
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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 December 31, 2022, 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 December 31, 2022.
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.
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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.
Revenue Recognition
The Company has not yet generated revenues from its planned activities.
Results of Operations for the twelve months ended December 31, 2022 and December 31, 2021
Revenues . The Company had no revenue during the years ended December 31, 2022 and December 31, 2021.
Cost of Revenues . The Company had no cost of revenues during the years ended December 31, 2022 and December 31, 2021.
General and Administrative Expenses. The Company incurred $168,093 and $27,926 of general and administrative expenses during the years ended December 31, 2022 and December 31, 2021, respectively. The costs increase related to insurance, travel, subscriptions and IT services.
Professional Fees. The Company incurred $464,198 and $59,252 of professional fees during the years ended December 31, 2022 and December 31, 2021, respectively. The increase in professional fees is the result of the Company incurring costs associated with legal fees as disclosed (Item 3) as well as consultants and transfer agent costs during the period.
Bad Debt expense. The Company incurred $330,800 and $0 of bad debt expense during the years ended December 31, 2022 and December 31, 2021, respectively (See Note 5 to the Financial Statements).
Loss From Operations. The Company incurred an operating loss of $963,091 and $87,178 during the years ended December 31, 2022 and December 31, 2021, respectively. The increase in net loss is a result of increased professional fees, bad debt expense and general and administrative expenses incurred during the year.
Other Income (Expense). The Company incurred interest expense of $406,614 and $0 during the years ended December 31, 2022 and December 31, 2021 , respectively. The increase in the interest expense is a result of interest payable due to Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc.
Net Profit/Loss. The Company incurred a net loss of $1,339,948 and $87,178 during the years ended December 31, 2022 and December 31, 2021, respectively. The increase in net loss was a result of increased general and administrative, professional fees, bad debt expense and interest expense.
Liquidity and Capital Resources
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 expense totalling $31,730, and a related party payable of $68,021.
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.
On December 10, 2021, the Company entered into a revolving credit commitment with Novea, Inc., (See Note 5 to the Financial Statements). The initial amounts Novea can borrow from the Company 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%. During 2022 and 2021 the Company advanced $167,300 and $163,500, respectively to Novea, Inc. The outstanding principal was $330,800 and $163,500 as of December 31, 2022, and 2021, respectively.
On December 17, 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 (See Note 6 to the Financial Statements). The RCFA provides available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. During 2022 and 2021 the Company borrowed $0 and $163,500, respectively, from Newpoint Reinsurance Limited. These funds were used to fund the credit commitment with Novea, Inc. As of December 31, 2022, and 2021 $836,500 was available to be borrowed. Newpoint Capital Limited also made a payment of $167,300 to fund the credit commitment agreement with Novea (See Note 6 to the Financial Statements). Newpoint Capital Limited also provided $489,508 to support the Company’s working capital requirements for the period ended December 31, 2022. During 2022, Newpoint Reinsurance Limited further provided $100,000 to support the Company’s working capital requirements.
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During 2022, AMIC returned the initial deposit of $1,000,000 to the Company per the recission agreement dated November 22, 2022.
Given the complaint that the company has filed with regard to the BMA (See Item 3), the company is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the cost and further disclosure of amounts may prejudice proceedings.
As part of the company’s acquisition of Judo Capital Corp., it has committed to continue to pay the health insurance medical expenses of Timothy Cook for the period to December 2023. This amount is estimated to be $46,800.
Given the Company has not generated revenues sufficient to cover the business expenses, 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.
Cash Flows
Net cash used in operating activities was $934,798 and $62,178 during the years ended December 31, 2022 and 2021, respectively. This was due to increased legal and professional fees being paid during 2022 compared to 2021. The Company has recognized a non-cash adjustment of $330,800 as a full allowance against the credit facility provided to Novea during 2022 and 2021.
Net cash provided by in financing activities was $1,863,255 and $68,021 during the years ended December 31, 2022 and 2021, respectively. The financing was provided by affiliated entities namely, Newpoint Capital Limited and Newpoint Reinsurance Limited for 2022 and 2021 respectively. The financing provided was to support the Company’s investment and working capital requirements.
Net Increase in cash was $928,457 and $5,843 during the years ended December 31, 2022 and 2021, respectively. The increase in cash was due to an increase in related party financing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Financial Statements, the notes thereto, and the Report of Independent Public Accountants thereon commencing at page F-1 of this Report, which Financial Statements, notes and report are incorporated herein by reference.
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| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Newpoint Financial Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Newpoint Financial Corp. (the “Company”) as of December 31, 2022, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue, has generated net losses during the current and preceding years, and has an accumulated deficit of $1,872,038 as of December 31, 2022, all of which raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on receiving continued support from related companies, raising capital and generating revenue from operations. Management’s evaluation of these events and conditions and its plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Investment in Common Stock and Allowance for Credit Facility Receivable
As discussed in notes 4 and 5 to the financial statements, the Company owns shares of common stock in a privately held company and has also entered into a credit facility agreement to provide funding to this company for which it has a credit facility receivable as of December 31, 2022. In connection therewith, the 2022 financial statements reflect an impairment of the investment and a valuation allowance against the receivable.
We identified management’s determination with regard to the valuation of the Company’s investment in the common stock of the privately held entity, along with management’s evaluation as to the realizability and collectability of the credit facility receivable as a critical audit matter because of (1) the lack of readily determinable market information available to value the investment in the common shares; (2) the limited financial data and information that was available to management to assess the financial net worth and resources of the company to repay the receivable; and (3) the inherently subjective nature of management’s judgement as to establishing an appropriate carrying value for the investment and the collectability of the receivable. These matters required significant audit effort to assess, and a high degree of auditor judgement to evaluate, the reasonableness of management’s estimates related to its determination as to the net carrying amount of the investment in common stock and the credit facility receivable as of December 31, 2022.
Management’s evaluation and determination of the fair value of the Company’s investment in the common stock of a privately held company and judgment as to any potential impairment of such investment, along with the determination of a valuation allowance of the credit facility receivable for the same privately held company requires management to make significant estimates and assumptions regarding the relevant investment valuation and receivable allowance amounts. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions was complex and required a high degree of auditor judgement.
Our audit procedures to address these matters included the following:
| ● | Evaluated management’s assessment and analysis which resulted in a full valuation of the investment in common stock and the allowance for the credit facility receivable as of December 31, 2022. | |
| ● | Obtained and reviewed the terms of the contractual agreements between the Company and the privately held company regarding the common stock holding and the amounts loaned by the Company under the credit facility. | |
| ● | Requested from management available financial information for the privately held company and evaluated the nature, completeness and timeliness of the information provided. | |
| ● | Obtained confirmation from the privately held company as to the amount owed to the Company as of December 31, 2022. | |
| ● | Assessed and evaluated the appropriateness of the disclosures included in the Company’s financial statements. |
/s/
We have served as the Company’s auditor since January 10, 2023
May 5, 2023
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Newpoint Financial Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Newpoint Financial Corp. (the Company) as of December 31, 2021, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has no revenues, has incurred net losses during the current and preceding years, and has an accumulated deficit of $532,090 as of December 31, 2021. The ability of the Company to continue as a going concern is dependent on raising capital and ultimately achieving profitable operations. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following:
| ● | We performed testing procedures such as analytical procedures to identify conditions and events that indicated there was substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
| ● | We reviewed and evaluated management’s plans for dealing with the adverse effects of these conditions and events. | |
| ● | We inquired of Company management and reviewed Company records to assess whether there are additional factors that contribute to the uncertainties disclosed. | |
| ● | We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed. |
We served as the Company’s auditors from 2021 through 2023
Glastonbury, Connecticut
April 15, 2022
PCAOB ID: 264
| F-3 |
NEWPOINT FINANCIAL CORP.
BALANCE SHEETS
| As of December 31, | ||||||||||
| Note | 2022 | 2021 | ||||||||
| ASSETS | ||||||||||
| Current Assets: | ||||||||||
| Cash | $ | $ | ||||||||
| Interest Receivable | ||||||||||
| Total Current Assets | ||||||||||
| Other Assets | ||||||||||
| Investment | 4 | |||||||||
| Credit Facility Receivable | 5 | |||||||||
| Allowance for Credit Facility Receivable | 5 | ( | ) | |||||||
| Total Other Assets | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES & STOCKHOLDER’S DEFICIT | ||||||||||
| Current Liabilities: | ||||||||||
| Accounts Payable and Accrued Expense | $ | $ | ||||||||
| Loans Payable - Due to Related Parties | 5,6 | |||||||||
| Total Current Liabilities | ||||||||||
| Non-Current Liabilities: | ||||||||||
| Loans Payable – Due to Related Parties | 6 | |||||||||
| Total Liabilities | $ | $ | ||||||||
| Stockholder’s Deficit | ||||||||||
| Preferred Stock, par value $, shares Authorized, shares Issued or Outstanding at December 30, 2022 and December 31, 2021 | ||||||||||
| Common Stock, par value $, shares Authorized,shares Issued and Outstanding at December 31, 2022 and December 31,2021 | ||||||||||
| Additional Paid-In Capital | ||||||||||
| Accumulated Deficit | 7 | ( | ) | ( | ) | |||||
| Total Stockholder’s Deficit | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ | $ | ||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-4 |
NEWPOINT FINANCIAL CORP.
STATEMENTS OF OPERATIONS
| For the Years ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues: | $ | $ | ||||||
| Expenses: | ||||||||
| Professional fees | ||||||||
| General and administrative expense | ||||||||
| Bad Debt Expense | ||||||||
| Total Operating Expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest Income | ||||||||
| Interest expense | ( | ) | ||||||
| Total Other Income (Expense) | ( | ) | ||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Basic & Diluted Loss per Common Share | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Common Shares Outstanding | ||||||||
The accompanying notes are an integral part of these audited financial statements
| F-5 |
NEWPOINT FINANCIAL CORP.
STATEMENT OF STOCKHOLDERS’ DEFICIT
YEARS ENDED DECEMBER 31
| Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Paid-In Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
| Balance as of January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issue of Common Shares | - | |||||||||||||||||||||||||||
| Net Loss for the Year Ended December 31, 2021 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Loss for the Year Ended December 31, 2022 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these audited financial statements
| F-6 |
NEWPOINT FINANCIAL CORP.
STATEMENT OF CASH FLOWS
| For the Years ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Allowance for Credit Facility Receivable | ||||||||
| Changes In: | ||||||||
| Accounts Payable and Accrued Expenses | ||||||||
| Interest Receivable | ( | ) | ||||||
| Net Cash used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING | ||||||||
| Loans Payable - Due to Related Parties | ||||||||
| Net Cash provided by Financing Activities | ||||||||
| Net Increase in Cash | ||||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Investment in Novea, Inc. financed with related party debt | ||||||||
| Investment in Novea, Inc returned | ( | ) | ||||||
| Deposit paid to AMIC financed with related party debt | $ | ( | ) | $ | ||||
| Credit Commitment funded with related party debt | $ | $ | ||||||
| Common stock issued to settle related party payables | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statement
| F-7 |
Newpoint Financial Corp.
Notes to Financial Statements
December 31, 2022 and December 31, 2021
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Newpoint
Financial Corp. (“Newpoint”) was incorporated in the State of Delaware on
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
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 had
revenues and generated a net loss of $
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 $
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.
| F-8 |
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
Segment Reporting
The
Company’s business currently operates in
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 – Stockholders’ Deficit.
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.
| F-9 |
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
On
December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”),
whereby we acquired five hundred thousand () units (“Units”), each Unit having a stated value of $ and consisting
of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) shares of
common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for
As
consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that is
owned by the current controlling shareholders of the Company, issued to Novea on behalf of the Company ten (10) secured $
As of December 31, 2021, investments consisted of the acquisition of redeemable
preferred stock in connection with the Novea Stock purchase agreement as stated above. The Company acquired five hundred thousand ()
units (“Units”), each Unit having a stated value of $ and consisting of one share of Series B Convertible Redeemable Preferred
Stock (“Novea Preferred Stock”) which was classified as held to maturity, with a term of
On
September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement
and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company delivered
to Novea for cancellation: (a) All issued certificates for shares of Novea Preferred Stock. (b) Warrants to purchase up to $
As consideration to the Company in exchange for agreeing to the Modification, the company retained the shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional shares so that the Company maintained a minimum of % of the total outstanding shares as of December 31, 2022.
As at December 31, 2022, management impaired the Company’s equity investment in Novea to . 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.
On
August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under
the purchase agreement, the Company agreed to purchase from CRHI shares of Class A Common Stock of CRHI, over a ten year period,
for a total purchase price of $
On
October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase
agreement, the Company agreed to purchase from CRHI shares of Class B Stock of CRHI for a purchase price of $
| F-10 |
On
November 16, 2021, we entered into a stock purchase 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 stock purchase agreement, the Company agreed to purchase
shares representing
On
November 21, 2022, the Company entered into a Rescission agreement with Citadel Risk Holdings and Citadel Reinsurance Company Limited,
which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company
and Citadel Reinsurance Company. Notwithstanding any of the terms and conditions contained within the agreements, agreed to cancel from
inception with no further liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note Issuance
Agreement and the Collateral Agreement. The initial deposit of $
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.
NOTE 5 – CREDIT COMMITMENT
The
Company entered into a five (
The Company has recognized a full allowance
against the $
| F-11 |
NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE
| December 31, 2022 | December 31, 2021 | |||||||
| Due to Related Parties | ||||||||
| Newpoint Financial Corp (Wyoming) (1) | $ | $ | ||||||
| Newpoint Reinsurance Limited (2) | $ | $ | ||||||
| Newpoint Capital Limited (3) | $ | $ | ||||||
| Total | $ | $ | ||||||
| (1) | ||
| (2) | ||
| (3) | ||
| During 2022, the Company entered into consulting agreements with members of management. The Company incurred $ |
NOTE 7 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue shares of preferred stock with a par value of $ per share. There were shares of preferred stock issued or outstanding as of December 31, 2022 or December 31, 2021.
Common Stock
The Company is authorized to issue up to shares of common stock with a par value of $ per share. As of December 31, 2022 and December 31, 2021 there were shares of common stock issued and outstanding. During the twelve months ended December 31, 2021, the Company issued shares to settle related party liabilities.
| F-12 |
NOTE 8 – INCOME TAXES
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets, at
federal rate of
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Net operating loss carry forward | $ | $ | ||||||
| Allowance for Credit Facility | ||||||||
| Accrued expenses | ||||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The
Company’s net operating loss carry forwards was $
The
net increase in the valuation allowance for deferred tax assets was $
The
following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| Income tax benefit at statutory rate | $ | $ | ||||||
| Valuation allowance other | ( | ) | ( | ) | ||||
| $ | $ | |||||||
The fiscal years 2018 through 2022 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
We did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended December 31, 2022 or December 31, 2021 due to the operating losses experienced during the years ended December 31, 2022 and December 31, 2021. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
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 $
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 $
The
former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022.
He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed
to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act. Mr. Shirshac
was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He
did not name the Company in the suit nor allege that the Company employed him. Mr. Shirshac denies being informed he was terminated from
Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $
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 10 – SUBSEQUENT EVENTS
On
March 15, 2023, the Company entered into a Loan facility agreement to lend up to $
| F-13 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On February 2, 2023, Mahoney Sabol & Company, LLP and Advisors (“Mahoney Sabol & Company, LLP”) was dismissed as the Company’s independent auditor. The decision to dismiss Mahoney Sabol & Company, LLP was approved by the Company Board of Directors.
The reports of Mahoney Sabol & Company, LLP on the Company’s financial statements for the year ended December 31, 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that, the reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern.
During the year ended December 31, 2021 and in the subsequent interim period through February 2, 2023 the Company did not have any disagreements with Mahoney Sabol & Company, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Mahoney Sabol & Company LLP’s satisfaction, would have caused Mahoney Sabol & Company, LLP to make reference thereto in its report on the Company’s financial statements for such periods.
During the years ended December 31, 2021 and in the subsequent interim period through February 2, 2023, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Mahoney Sabol & Company, LLP with a copy of this disclosure set forth under this Item 9 and requested that Mahoney Sabol & Company, LLP furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from Mahoney Sabol & Company, LLP is attached hereto as Exhibit 16.1.
On February 2, 2023, the Company engaged PKF O’Connor Davies, LLP (“PKF”) as the Company’s independent registered public accounting firm.
During the years ended December 31, 2022 and December 31, 2021, and in the subsequent interim period through February 2, 2023, the Company did not consult with PKF with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
The decision to engage PKF was approved by the Company’s board of directors.
Item 9A. 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.
| 9 |
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.
Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and l5d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
● Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Management, including the Chief Executive Officer, does not expect that the Company’s disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
Management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 Framework. Based on that evaluation, management has concluded that, as of December 31, 2022, the Company had material weaknesses in its internal control over financial reporting.
Specifically, management identified the following material weaknesses at December 31, 2022:
● As of December 31, 2022 there were material weaknesses in the Company’s internal controls over financial reporting with regard to properly classifying expenses to the appropriate expense accounts and in determining whether certain expenses were reimbursable from related party entities, as well as in capturing and recording all year-end liabilities as part of its cut off procedures.
● As of December 31, 2022, there was a lack of segregation of duties, in that we had an insufficient amount of people to support the payment function and respective accounting-related duties.
● As of December 31, 2022, there were no independent directors and no independent audit committee.
As a result of the material weakness described above, management has concluded that, as of December 31, 2022, the Company’s internal control over financial reporting, involving the preparation and reporting of our financial statements presented in conformity with GAAP, were not effective.
We understand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when practical and necessary.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.
| 10 |
Item 9B. Other Information.
On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand (500,000) units (“Units”), each Unit having a stated value of $100 and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) 2.503474 shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for ten years for additional shares of common stock of up to $50,000,000, subject to adjustment as set forth therein. In aggregate, we acquired (i) 500,000 shares of Novea Preferred Stock, (ii) 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company.
As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an affiliated entity issued to Novea ten (10) secured $5,000,000 notes (each a “Collateral Note”), totaling $50,000,000. The Collateral Notes are due on demand and we have the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.
On September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company shall deliver to Novea for cancellation: (a) All issued certificates for 500,000 shares of Novea Preferred Stock. (b) Warrants to purchase up to $50,000,000 shares of Novea Common Stock.
Prior to the acquisition of an interest in Novea, which closed on December 16, 2021 we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the acquisition, we have ceased to be a shell company. The information contained in this filing includes “Form 10 information”, in accordance with Item 2.01 of SEC Form 8-K.
As consideration to the Company in exchange for agreeing to the Modification, the company retained the 1,251,737 shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional 1,593,437 shares so that the Company shall maintain 10% of the total outstanding shares as of December 31, 2022.
On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, we agreed to purchase from CRHI 45,000 shares of Class A Common Stock of CRHI, over a ten year period, for a total purchase price of $10 million to be paid over a ten year period. The initial payment of $1 million has been made, however the transaction closing was contingent upon New Jersey Department of Banking and Insurance approval and other customary closing conditions.
On October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, we agreed to purchase from CRHI 10,000,000 shares of Class B Stock of CRHI for a purchase price of $10,000,000. Such purchase price is payable in the form of a demand promissory note.
On November 16, 2021, we entered into a stock purchase 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 stock purchase agreement, we agreed to purchase shares representing 9.9% of CRHI for a purchase price of $2,650,000. Closing of the acquisition was subject to receipt of regulatory approvals and other customary closing conditions.
| 11 |
On November 21, 2022, we entered into a Rescission agreement with Citadel Risk Holdings, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company. Notwithstanding any of the terms and conditions contained within the agreement, agreed to cancel from inception with no further liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note issuance Agreement and the Collateral Agreement. The initial deposit of $1,000,000 was repaid to the Company during 2022.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
The Company’s bylaws provides that it will indemnify, to the extent permitted by its certificate of incorporation, its officers and directors and, in the sole discretion of the Board of Directors, may indemnify its employees and agents.
The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
| ● | any breach of the director’s duty of loyalty to the corporation or its stockholders; | |
| ● | acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law | |
| ● | payments of unlawful dividends or unlawful stock repurchases or redemptions; or | |
| ● | any transaction from which the director derived an improper personal benefit. |
The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers:
| Name | Age | Position(s) | ||
| Keith Beekmeyer | 59 | Chief Executive Officer, Director and Chairman | ||
| Andrew Bye | 58 | Chief Risk Officer and Director | ||
| Julian Jammine | 41 | Chief Financial Officer | ||
| Thi A.H. Nguyen JD | 44 | Chief Legal Officer |
Keith Beekmeyer has been chief executive officer of the Company since January 28, 2022 and Chairman of the Company since February 9, 2021. Since December 2021, Mr. Beekmeyer has been Chief Executive Officer and Director of NFG Sarl (Switzerland), a financial holding company, and since October 2016, Mr. Beekmeyer has been Chief Executive Officer and Director of Newpoint Capital Limited (UK), a provider of Commercial Indemnities and Guarantees. His executive experience qualifies him to serve on our board of directors.
Andrew Bye has been chief risk officer and a director of the Company since February 2021. He is a Chartered Insurance Practitioner ACII and, SIRM. A Member of the Chartered Insurance Institute and The Institute of Risk Management. Andy has over 40 years’ experience of risk management, insurance, and structured finance. He has held senior positions for a number of international companies in a professional capacity.
Julian Jammine joined the company from January 2022 as chief financial officer. He is a big four qualified chartered accountant with over 14 years qualified experience working in financial services and start-up companies. He has a range of experience in the asset management and insurance industries. From 2020 to 2021 Mr. Jammine was chief financial officer of Rakq Wines Limited. From 2016 to 2019 he was head of finance for CafePod Limited.
Thi A.H. Nguyen JD has been an attorney for 17 years receiving his law degree from Loyola Law School of Los Angeles.
He began his career in the Office of the Governor under former Governor Gary Locke. He also was a delegate on several trade missions with Governor Locke and the State’s Secretary of State Sam Reed to China and Vietnam.
Thi built upon his experience in the public sector and transitioned to the private practice of law. He would go on to represent large Vietnamese companies that include a cement manufacturer, textiles company, pharmaceutical distributor, and import/exporters with aspects of international commerce.
As NPFC’s Chief Legal Officer he is responsible for oversight of the Company’s global legal strategy.
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Corporate Governance
Board of Directors Term of Office
Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.
Board Committees
We have not established any committees of the board of directors due to the small size of the Company and the board. We do not have an audit committee financial expert because we do not have the resources to retain one.
No Family Relationships
There is no family relationship between any director and executive officer or among any directors or executive officers.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past ten years:
| 1. | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; | |
| 4. | being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| 5. | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| 6. | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer. Our code of ethics is posted on our website (www.newpointfinancialcorp.com.) Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this report.
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Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and certain persons who own more than 10% of a registered class of the Company’s equity securities (collectively, “Reporting Persons”), to file reports of ownership and changes in ownership (“Section 16 Reports”) with the Securities and Exchange Commission (the “SEC”).
Item 11. Executive Compensation.
We did not pay any compensation to any executive officer in 2022 or 2021.
Employment Agreements
We are not party to any employment agreements.
Outstanding Equity Awards at 2022 Fiscal Year-End
We did not have any outstanding equity awards as of December 31, 2022.
Director Compensation
We did not pay any compensation to our directors during the year ended December 31, 2022 for services as director.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information, as of March 31, 2023, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The table lists applicable percentage ownership based on 19,153,923 shares of common stock outstanding as of March 31, 2023. In addition, under SEC rules, beneficial ownership of common stock include shares of our common stock issuable pursuant to the conversion or exercise of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into common stock within 60 days of March 31, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address of each shareholder except as otherwise indicated as c/o Newpoint Financial Corp., 433 North Camden Drive, Suite 725, Beverly Hills, CA 90210.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Common Class | ||||||
| Keith Beekmeyer | (1)10,837,500 | 56.6 | % | |||||
| Andrew Bye | (2) 3,825,000 | 19.9 | % | |||||
| Julian Jammine | - | - | ||||||
| All Officers and Directors as Group (4 persons): | 14,662,500 | 76.6 | % | |||||
| Suisse Capital Limited | 10,837,500 | 56.6 | % | |||||
| 24 L&A Limited UK | 3,825,000 | 19.9 | % | |||||
(1) Represents shares held by Suisse Capital Limited. Mr. Beekmeyer is the managing director of Suisse Capital Limited.
(2) Represents shares held by 24 L&A Limited UK. Mr. Bye is the managing director of 24 L&A Limited UK.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
| 2022 | 2021 | |||||||
| Due to Related Parties | ||||||||
| Newpoint Financial Corp (Wyoming) (1) | $ | 273,747 | $ | 50,000,000 | ||||
| Newpoint Reinsurance Limited (2) | $ | 263,500 | $ | 163,500 | ||||
| Newpoint Capital Limited (3) | $ | 1,724,829 | $ | 68,021 | ||||
| Total | $ | 2,262,076 | $ | 50,231,521 | ||||
| (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 (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $5,000,000, Collateral Notes and the accompanying Collateral Pledge and Security Agreement dated December 10, 2021 which in turn settled the majority of the Company’s related party liability with NPFC SPV1. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $273,747 is payable to NPFC SPV1 as of December 31, 2022 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 December 31, 2022 and December 31, 2021, the Company has additional available borrowings of $836,500 after it was provided $163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. 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. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. | |
| (3) | Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,656,808 and $68,021 of expenses on behalf of the Company for 2022 and 2021, respectively. Newpoint Capital Limited made a deposit payment of $1,000,000 to AMIC, on behalf of the Company, as part of its agreement (Note 9b). On November 23, 2022, the Company entered into a recission agreement with AMIC (Note 4 to the Financial Statements), and the $1,000,000 deposit was returned to the Company. Newpoint Capital Limited also made a payment of $167,300 to fund the credit commitment agreement with Novea (Note 5 to the Financial Statements) in 2022. Both amounts are included in payables to Newpoint Capital Limited as of December 31, 2022. There is no interest charged on the borrowings. 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. Newpoint Capital Limited also provides administrative and accounting services to the Company. No fees were charged for these respective services with the cost of said services valued at approximately $25,000 for 2022. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. |
During 2022, the Company entered into consulting agreements with members of management. The Company incurred $60,000 of consulting expenses and legal expenses. These amounts are included in professional fees in the accompanying statement of operations for the year ended December 31, 2022. These fees were paid by Newpoint Capital Limited on behalf of the Company for the period ended December 31, 2022 and are included as part of the amounts due to Newpoint Capital Limited at December 31, 2022.
Director Independence
We do not have any independent directors.
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Item 14. Principal Accountant Fees and Services.
The following table presents fees for professional audit services rendered by PKF O’Connor Davies, LLP (“PKF”) or MahoneySabol CPA’s and Advisors (“MahoneySabol”) or Boyle CPA LLC (“Boyle”), as applicable, during our fiscal years ended December 31, 2022 and 2021.
December 31, 2022 | December 31, 2021 | |||||||
| Audit Fees—PKF | $ | 53,247 | $ | – | ||||
| Audit Fees—Mahoney Sabol | $ | 102,365 | $ | 30,000 | ||||
| Audit Fees—Boyle | $ | 1,500 | $ | – | ||||
| Total | $ | 157,112 | $ | 30,000 | ||||
Audit Fees. Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2022 and 2021 and for reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.
Tax Fees. PKF, MahoneySabol and Boyle did not perform any tax compliance services for us during the years ended December 31, 2022 or 2021.
All Other Fees. PKF, MahoneySabol and Boyle did not receive any other fees from us for the years ended December 31, 2022 or 2021.
The Company’s board of directors, acting as our audit committee pre-approved each engagement of our independent registered public accounting firm.
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PART IV
Item 15 Exhibits.
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on March 31, 2000 (1) | |
| 3.6 | Bylaws (1) | |
| 4.1 | Description of Registrant’s Securities (filed herewith) | |
| 14.1 | Code of Ethics (1) | |
| 16 | Letter from Mahoney Sabol &Company LLP and Advisors | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | |
| EX-101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| EX-101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| EX-104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
(1) Incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 5, 2023 | By: | /s/ Keith Beekmeyer |
| Keith Beekmeyer | ||
| Chief Executive Officer (principal executive officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Keith Beekmeyer | Chief Executive Officer and Director | May 5, 2023 | ||
| Keith Beekmeyer | (Principal executive officer) | |||
| /s/ Andrew Bye | Director | May 5, 2023 | ||
| Andrew Bye | ||||
| /s/ Julian Jammine | ||||
| Julian Jammine | Chief Financial Officer | May 5, 2023 | ||
| (principal financial and accounting officer) |
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