NPFC NewPoint Financial Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

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

EXCHANGE ACT

 

Commission File Number: 000-54953

 

NEWPOINT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		47-2653358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

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

 

Phone number: (860) 574-9190

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days Yes ☒ No ☐

 

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

 

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

 

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

 

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

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,153,923 shares of common stock as of August 14, 2023.

 

 

 

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

 

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

 

 

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

 

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

 

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

 

●	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;
●	our ability to attract new clients and retain existing clients;
●	our ability to retain and attract key employees;
●	risks associated with assumptions we make in connection with our critical accounting estimates;
●	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;
●	potential downgrades in the credit ratings of our securities;
●	risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and
●	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

 

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2022 Annual Report on Form 10-K and other filings with the SEC.

 

 

PART I

 

NEWPOINT FINANCIAL CORP.

CONDENSED BALANCE SHEETS

 

		Note			(Unaudited) June 30, 2023				December 31, 2022
ASSETS
Current Assets:
Cash						55,730				934,300
Interest Receivable						20,264				7,059
Loan Receivable - Due from Related Party		6			$	400,000			$	-
Total Current Assets						475,994				941,359
Other Assets
Credit Facility Receivable		5				330,800				330,800
Allowance for Credit Facility Receivable		5				(330,800	)			(330,800	)
Total Other Assets						-				-
TOTAL ASSETS					$	475,994			$	941,359
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts Payable and accrued expenses		6			$	167,784			$	113,139
Loans Payable - Due to Related Parties		6				1,992,925				2,262,076
Total Current Liabilities						2,160,709				2,375,215
Total Liabilities						2,160,709				2,375,215
Stockholders’ Deficit
Preferred Stock, par value $0.001, 50,000,000 shares Authorized,0 Issued or Outstanding at June 30, 2023 and December 31, 2022						-				-
Common Stock, par value $0.001, 100,000,000 shares Authorized,19,153,923 shares Issued and Outstanding at June 30, 2023 and December 31,2022						19,154				19,154
Additional Paid-In Capital						419,028				419,028
Accumulated Deficit		7				(2,122,897	)			(1,872,038	)
Total Stockholders’ Deficit						(1,684,715	)			(1,433,856	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT					$	475,994			$	941,359

 

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

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

 

		2023				2022				2023				2022
		For the three months ended								For the six months ended
		June 30,								June 30,
		2023				2022				2023				2022
Revenues:		$	-			$	-			$	-			$	-
Expenses:
Professional fees			73,309				91,994				183,043				106,450
General and administrative expense			31,630				63,389				101,789			$	84,010
Total Operating Expenses			104,939				155,383				284,832				190,460
Operating Loss			(104,939	)			(155,383	)			(284,832	)			(190,460	)
Other Income (Expense)
Interest Income			23,685				7,125				33,973				11,985
Interest expense			-				(108,086	)			-				(250,553	)
Total Other Income (Expense)			23,685				(100,961	)			33,973				(238,568	)
Net Loss		$	(81,254	)		$	(256,344	)		$	(250,859	)		$	(429,028	)
Basic & Diluted Loss per Common Share		$	(0.0042	)		$	(0.0134	)		$	(0.0131	)		$	(0.0224	)
Loss per Common Share, Basic		$	(0.0042	)		$	(0.0134	)		$	(0.0131	)		$	(0.0224	)
Weighted Average Common Shares Outstanding			19,153,923				19,153,923				19,153,923				19,153,923
Weighted Average Common Shares Outstanding, Basic			19,153,923				19,153,923				19,153,923				19,153,923

 

 

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

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

For The Six Months Ended June 30, 2023 and 2022

 

		Shares				Par Value				Shares				Par Value				Paid-In Capital				Accumulated  Deficit				Stockholders’  Deficit
		For the Six Months Ended June 30, 2023
		Preferred Stock								Common Stock								Additional								Total
		Shares				Par Value				Shares				Par Value				Paid-In Capital				Accumulated  Deficit				Stockholders’  Deficit
Balance as of December 31, 2022			-			$	-				19,153,923			$	19,154			$	419,028			$	(1,872,038	)		$	(1,433,856	)
Net Loss for the Quarter Ended March 31, 2023			-				-				-				-				-				(169,605	)			(169,605	)
Balance as of March 31, 2023			-				-				19,153,923				19,154				419,028				(2,041,643	)			(1,603,461	)
Net Loss for the Quarter Ended June 30, 2023			-				-				-				-				-				(81,254	)			(81,254	)
Balance as of June 30, 2023			-			$	-				19,153,923			$	19,154			$	419,028			$	(2,122,897	)		$	(1,684,715	)

 

		For the Six Months Ended June 30, 2022
		Preferred Stock								Common Stock								Additional								Total
		Shares				Par Value				Shares				Par Value				Paid-In  Capital				Accumulated  Deficit				Stockholders’ Deficit
Balance as of December 31, 2021			-			$	-				19,153,923			$	19,154			$	419,028			$	(532,090	)		$	(93,908	)
Net Loss for the Quarter Ended March 31, 2022			-				-				-				-				-				(172,684	)			(172,684	)
Balance as of March 31, 2022			-				-				19,153,923				19,154				419,028				(704,774	)			(266,592	)
Balance			-				-				19,153,923				19,154				419,028				(704,774	)			(266,592	)
Net Loss for the Quarter Ended June 30, 2022			-				-				-				-				-				(256,344	)			(256,344	)
Balance as of June 30, 2022			-			$	-				19,153,923			$	19,154			$	419,028			$	(961,118	)		$	(522,936	)
Balance			-			$	-				19,153,923			$	19,154			$	419,028			$	(961,118	)		$	(522,936	)

 

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

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

 

		2023				2022
		For the six months ended
		June 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(250,859	)		$	(429,028	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes In:
Interest Receivable			(13,205	)			(7,125	)
Accounts Payable and Accrued Expenses			54,645				(25,000	)
Other Current Liabilities			-				40,000
Net Cash Used in Operating Activities			(209,419	)			(421,153	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Repayment of Related Party Loan			100,000
Loan Advanced to Related Party			(500,000	)			-
Net Cash Used in Investing Activities			(400,000	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Related Party Loans			(269,151	)
Proceeds from Related Party Loans			-				454,853
Net Cash (used in) provided by Financing Activities			(269,151	)			454,853
Net (Decrease) Increase in Cash			(878,570	)			33,700
Cash at Beginning of Period			934,300				5,843
Cash at End of Period		$	55,730			$	39,543
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest		$	-			$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Deposit paid to AMIC financed with related party debt		$	0			$	1,000,000
Credit Commitment funded with related party debt		$	0			$	167,300

 

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

 

 

Newpoint Financial Corp.

Notes to Financial Statements

June 30, 2023 and June 30, 2022

(Unaudited)

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Newpoint Financial Corp. (“Newpoint”, “the Company”) was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. The Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament, this subsidiary is no longer active and has ceased to exist.

 

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments 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. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware) on February 12, 2021.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has generated net losses of $250,859 and $429,028 during the six months ended June 30, 2023 and June 30, 2022, respectively. The Company has an accumulated deficit of $2,122,897 and $1,872,038 as of June 30, 2023 and December 31, 2022, respectively, and has experienced negative cash flows from operations. These circumstances raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $250,000. At times cash balances may exceed the FDIC insured limit. As of June 30, 2023, and December 31, 2022 the Company’s uninsured cash balances on deposit totalled approximately $0 and $684,300, respectively.

 

8

 

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.

 

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

 

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

 

Valuation allowance for fixed income securities

 

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

 

Fair Value of Financial Instruments

 

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

 

Income Taxes

 

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

 

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2023 and December 31, 2022 the Company has not recorded any unrecognized tax benefits.

 

Net Loss per Share

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

Related Parties

 

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

 

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

 

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

 

9

 

NOTE 4 – INVESTMENTS

 

As at December 31, 2022, management impaired the Company’s equity investment in Novea Inc., a Wyoming corporation (“Novea”) to zero. This is based on management’s best estimates of the current risk factors involved. These risk factors remain elevated given the lack of clarity regarding the future projections for Novea. As at June 30, 2023, management’s assessment of the valuation of Novea remains unchanged.

 

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

 

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

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

corroborated by observable market data.

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

 

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

 

NOTE 5– CREDIT COMMITMENT

 

The Company entered into a five (5) year revolving credit facility agreement to provide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. The credit facility further stipulates that should a technical breach occur, that interest rate charged will be increased to LIBOR plus 7.25%. The outstanding principal was $330,800 as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, there was $4,669,200 of additional borrowings available to Novea subject to the borrowing criteria being maintained.

 

The Company has recognized a full allowance against the $330,800 funds provided to Novea as of June 30, 2023 and December 31, 2022. The valuation allowance reflects management’s assessment that it is more likely than not that a portion of the Company’s credit facility provided will not be realized. The Company will continue to evaluate the realizability of the credit facility and may adjust the valuation allowance in future periods based on changes in the available evidence.

 

NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE

 

SCHEDULE OF RELATED PARTY TRANSACTION

		June 30, 2023				December 31, 2022
Due to Related Parties
Newpoint Financial Corp (Wyoming) (1)		$	245,907			$	273,747
Newpoint Reinsurance Limited (2)		$	-			$	263,500
Newpoint Capital Limited (3)		$	1,747,018			$	1,724,829
Total		$	1,992,925			$	2,262,076

 

		June 30, 2023				December 31, 2022
Due from Related Party
Mutual Holdings (4)		$	400,000			$	-
Total		$	400,000			$	-

 

10

 

(1)	Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $245,907 and $273,747 is payable to NPFC SPV1 as of June 30, 2023 and December 31, 2022, respectively and is included in loan payable - due from 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 June 30, 2023 and December 31, 2022, the Company has additional available borrowings of $1,000,000 and $836,500, respectively. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. As of June 30, 2023 the Company has repaid $263,500 to Newpoint Reinsurance Limited.
(3)	Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,747,018 of expenses on behalf of the Company. Of this amount $167,300 was to fund the credit commitment agreement with Novea and the remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. There is no interest charged on the borrowings. Newpoint Capital Limited also provides administrative and accounting services to the Company. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation.
(4)	On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet.

 

The Company entered into consulting agreements with members of management. The Company incurred $15,000 of consulting expenses for the quarter ended June 30, 2023. These amounts are included in professional fees in the accompanying statement of operations for the Quarter ended June 30, 2023. These fees will be paid by Newpoint Capital Limited on behalf of the Company and are included as part of the amounts due to Newpoint Capital Limited at June 30, 2023.

 

11

 

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding as of June 30, 2023 or December 31, 2022.

 

Common Stock

 

The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share. As of June 30, 2023 and December 31, 2022 there were 19,153,923 shares of common stock issued and outstanding.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

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

 

1. Tortious interference with existing and prospective economic advantage;

2. Negligent interference with existing and prospective economic advantage;

3. Trade libel;

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

 

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

 

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

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date of this filing and concluded there were no material

subsequent events requiring adjustment to or disclosure in these interim condensed financial statements.

 

 

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

 

Forward-Looking Statements

 

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

 

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

 

	●	Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;
	●	Our failure to earn revenues or profits;
	●	Risks associated with potential acquisitions, including increased operating expenses and cash requirements. assimilation of operations, intellectual property and products of an acquired Company, and
	●	Lack of an active trading market for our common stock;

 

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

 

Overview

 

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

 

History

 

The Company was initially incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 and subsequently to Judo Capital Corp on February 15, 2017.

 

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

 

 

Human Capital

 

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

 

Item 1A. Risk Factors.

 

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

 

Item 1B. Unresolved Staff Comments.

 

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

 

Item 2. Properties.

 

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

 

Item 3. Legal Proceedings

 

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.

 

 

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 June 30, 2023, there were approximately 860 holders of record of our common stock.

 

Equity Compensation Plan Information

 

We did not have any equity compensation plans as of June 30, 2023.

 

Dividend Policy

 

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

 

Recent Sales of Unregistered Securities

 

None.

 

Purchases of Equity Securities

 

None.

 

Item 6. [Reserved.]

 

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

 

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

 

Critical Accounting Policies

 

Use of Estimates

 

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

 

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

 

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

 

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

 

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

 

 

Results of Operations for the six months ended June 30, 2023 and June 30, 2022

 

Revenues . The Company had no revenue during the six months ended June 30, 2023 and the six months ended June 30, 2022.

 

Cost of Revenues . The Company had no cost of revenues for the six months ended June 30, 2023 and the six months ended June 30, 2022.

 

General and Administrative expenses. The Company incurred $101,789 of general and administrative expenses during the six months ended June 30, 2023 compared to $84,010 during the same period in 2022. The costs increase related to travel, subscriptions and IT services.

 

Professional fees. The Company incurred $183,043 of professional fees during the six months ended June 30, 2023 compared to $106,450 during the same period in 2022. The increase in professional fees is the result of the Company incurring costs associated with consultants and transfer agent costs during the period.

 

Loss From Operations. The Company incurred an operating loss of $284,832 during the six months ended June 30, 2023 compared to $190,460 during the same period in 2022. The increase in net loss is a result of higher general and administration fees and professional fees.

 

Other Income (Expense). The Company incurred interest income of $33,973 during the six months ended June 30, 2023 compared to $11,985 during the six months ended June 30, 2022.

 

Net Loss. The Company incurred a net loss of $250,859 during the six months ended June 30, 2023 compared to $429,028 during the same period in 2022. The decrease in net loss is a result of decreased general and administrative and professional fees.

 

Liquidity and Capital Resources

 

As of June 30, 2023, the Company had cash of $55,730 with current assets totalling $475,994 and current liabilities totalling $2,160,709 creating a working capital deficit of $1,684,715. Current liabilities consisted of accounts payable and accrued liabilities totalling $167,784, related party loans payable of $1,992,925.

 

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 accounts payable and accrued liabilities totalling $113,139, related party loans payable of $2,262,076.

 

Cash Flows

 

Net cash used in operating activities was $209,419 and $421,153 during the six months ended June 30, 2023 and 2022, respectively.

 

Net cash used in investing activities was $400,000 and $0 during the six months ended June 30, 2023 and 2022, respectively.

 

Net cash (used in) provided by financing activities was ($269,151) and $454,853 during the six months ended June 30, 2023 and 2022, respectively.

 

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

 

 

Off-Balance Sheet Arrangements

 

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

 

The Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. As of December 31, 2021 the Company has additional available borrowings of $836,500 after it was provided $163,500 as a related party transaction for the credit commitment agreement with Novea. As of March 30, 2022 Newpoint Capital Limited made a payment of $167,300 on behalf of the Company as per credit agreement with Novea.

 

Subsequent Events

 

No subsequent events occurred after the balance sheet date.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

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

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures were not effective as of such date due to the material weaknesses identified in the Company’s annual report on Form 10-K for the year ending December 31, 2021.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of our last fiscal quarter as covered by this report on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls

 

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

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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 1A. Risk Factors.

 

Not required for smaller reporting companies.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

No disclosure required.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.*
104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.*

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	NEWPOINT FINANCIAL CORP.
Dated: August 14, 2023	By:	/s/ Keith Beekmeyer
		Keith Beekmeyer Chief Executive Officer (principal executive officer)
	By:	/s/ Julian Jammine
		Julian Jammine
		Chief Financial Officer (principal financial and accounting officer)

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO SEC Rules 13a-14(a) and 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Keith Beekmeyer, certify that:

 

1.	I have reviewed this Quarterly report on Form 10-Q of Newpoint Financial Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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.
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

	a)	all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023		/s/ Keith Beekmeyer
		Keith Beekmeyer
		Chief Executive Officer

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Julian Jammine, certify that:

 

1)	I have reviewed this Quarterly Report on Form 10-Q of Newpoint Financial Corp. (the “registrant”);
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Julian Jammine
Julian Jammine
Chief Financial Officer
August 14, 2023

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Keith Beekmeyer, the Chief Executive Officer of Newpoint Financial Corp., INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s amended Quarterly Report on Form 10 Q for the quarter ended June 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 14th day of August 2023.

 

	/s/ Keith Beekmeyer
	Keith Beekmeyer
	Chief Executive Officer
	(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to Newpoint Financial Corp. and will be retained by Newpoint Financial Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54953
Entity Registrant Name	NEWPOINT FINANCIAL CORP.
Entity Central Index Key	0001445831
Entity Tax Identification Number	47-2653358
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	433 North Camden Drive
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90210
City Area Code	(860)
Local Phone Number	574-9190
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,153,923

v3.23.2

Condensed Balance Sheets - USD ($)	Jun. 30, 2023		Dec. 31, 2022
Current Assets:
Cash	$ 55,730		$ 934,300
Interest Receivable	20,264		7,059
Total Current Assets	475,994		941,359
Other Assets
Credit Facility Receivable	330,800		330,800
Allowance for Credit Facility Receivable	(330,800)		(330,800)
Total Other Assets
TOTAL ASSETS	475,994		941,359
Current Liabilities:
Accounts Payable and accrued expenses	167,784		113,139
Total Current Liabilities	2,160,709		2,375,215
Total Liabilities	2,160,709		2,375,215
Stockholders’ Deficit
Preferred Stock, par value $0.001, 50,000,000 shares Authorized,0 Issued or Outstanding at June 30, 2023 and December 31, 2022
Common Stock, par value $0.001, 100,000,000 shares Authorized,19,153,923 shares Issued and Outstanding at June 30, 2023 and December 31,2022	19,154		19,154
Additional Paid-In Capital	419,028		419,028
Accumulated Deficit	(2,122,897)		(1,872,038)
Total Stockholders’ Deficit	(1,684,715)		(1,433,856)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	475,994		941,359
Related Party [Member]
Current Assets:
Loan Receivable - Due from Related Party	400,000	[1]
Current Liabilities:
Loans Payable - Due to Related Parties	$ 1,992,925		$ 2,262,076
[1] On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet.

v3.23.2

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,153,923	19,153,923
Common stock, shares outstanding	19,153,923	19,153,923

v3.23.2

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues:
Expenses:
Professional fees	73,309	91,994	183,043	106,450
General and administrative expense	31,630	63,389	101,789	84,010
Total Operating Expenses	104,939	155,383	284,832	190,460
Operating Loss	(104,939)	(155,383)	(284,832)	(190,460)
Other Income (Expense)
Interest Income	23,685	7,125	33,973	11,985
Interest expense		(108,086)		(250,553)
Total Other Income (Expense)	23,685	(100,961)	33,973	(238,568)
Net Loss	$ (81,254)	$ (256,344)	$ (250,859)	$ (429,028)
Loss per Common Share, Basic	$ (0.0042)	$ (0.0134)	$ (0.0131)	$ (0.0224)
Loss per Common Share, Diluted	$ (0.0042)	$ (0.0134)	$ (0.0131)	$ (0.0224)
Weighted Average Common Shares Outstanding, Basic	19,153,923	19,153,923	19,153,923	19,153,923
Weighted Average Common Shares Outstanding, Diluted	19,153,923	19,153,923	19,153,923	19,153,923

v3.23.2

Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 19,154	$ 419,028	$ (532,090)	$ (93,908)
Balance, shares at Dec. 31, 2021		19,153,923
Net Loss				(172,684)	(172,684)
Balance at Mar. 31, 2022		$ 19,154	419,028	(704,774)	(266,592)
Balance, shares at Mar. 31, 2022		19,153,923
Balance at Dec. 31, 2021		$ 19,154	419,028	(532,090)	(93,908)
Balance, shares at Dec. 31, 2021		19,153,923
Net Loss					(429,028)
Balance at Jun. 30, 2022		$ 19,154	419,028	(961,118)	(522,936)
Balance, shares at Jun. 30, 2022		19,153,923
Balance at Mar. 31, 2022		$ 19,154	419,028	(704,774)	(266,592)
Balance, shares at Mar. 31, 2022		19,153,923
Net Loss				(256,344)	(256,344)
Balance at Jun. 30, 2022		$ 19,154	419,028	(961,118)	(522,936)
Balance, shares at Jun. 30, 2022		19,153,923
Balance at Dec. 31, 2022		$ 19,154	419,028	(1,872,038)	(1,433,856)
Balance, shares at Dec. 31, 2022		19,153,923
Net Loss				(169,605)	(169,605)
Balance at Mar. 31, 2023		$ 19,154	419,028	(2,041,643)	(1,603,461)
Balance, shares at Mar. 31, 2023		19,153,923
Balance at Dec. 31, 2022		$ 19,154	419,028	(1,872,038)	(1,433,856)
Balance, shares at Dec. 31, 2022		19,153,923
Net Loss					(250,859)
Balance at Jun. 30, 2023		$ 19,154	419,028	(2,122,897)	(1,684,715)
Balance, shares at Jun. 30, 2023		19,153,923
Balance at Mar. 31, 2023		$ 19,154	419,028	(2,041,643)	(1,603,461)
Balance, shares at Mar. 31, 2023		19,153,923
Net Loss				(81,254)	(81,254)
Balance at Jun. 30, 2023		$ 19,154	$ 419,028	$ (2,122,897)	$ (1,684,715)
Balance, shares at Jun. 30, 2023		19,153,923

v3.23.2

Condensed Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (250,859)	$ (429,028)
Changes In:
Interest Receivable	(13,205)	(7,125)
Accounts Payable and Accrued Expenses	54,645	(25,000)
Other Current Liabilities		40,000
Net Cash Used in Operating Activities	(209,419)	(421,153)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Repayment of Related Party Loan	100,000
Loan Advanced to Related Party	(500,000)
Net Cash Used in Investing Activities	(400,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Related Party Loans	(269,151)
Proceeds from Related Party Loans		454,853
Net Cash (used in) provided by Financing Activities	(269,151)	454,853
Net (Decrease) Increase in Cash	(878,570)	33,700
Cash at Beginning of Period	934,300	5,843
Cash at End of Period	55,730	39,543
Cash paid during the year for:
Interest
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Deposit paid to AMIC financed with related party debt	0	1,000,000
Credit Commitment funded with related party debt	$ 0	$ 167,300

v3.23.2

ORGANIZATION AND NATURE OF BUSINESS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS   Newpoint Financial Corp. (“Newpoint”, “the Company”) was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. The Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament, this subsidiary is no longer active and has ceased to exist.   On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments 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. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware) on February 12, 2021.

v3.23.2

GOING CONCERN	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN   The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenue and has generated net losses of $250,859 and $429,028 during the six months ended June 30, 2023 and June 30, 2022, respectively. The Company has an accumulated deficit of $2,122,897 and $1,872,038 as of June 30, 2023 and December 31, 2022, respectively, and has experienced negative cash flows from operations. These circumstances raise doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.   The Company to date has been financially supported by related party entities which are also owned by the majority shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the company generates sufficient cashflow to support its expense requirements or completes an external capital raising.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known.   Cash and Cash Equivalents   Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less.   Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $250,000. At times cash balances may exceed the FDIC insured limit. As of June 30, 2023, and December 31, 2022 the Company’s uninsured cash balances on deposit totalled approximately $0 and $684,300, respectively.     Investments   Short-term investments, Fixed maturities and equity securities   Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively.   Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income.   Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment.   Valuation allowance for fixed income securities   Management evaluates current expected credit losses (“CECL”) for all Held-to-Maturity (“HTM”) securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults.   Fair Value of Financial Instruments   The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.   Income Taxes   Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.   The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2023 and December 31, 2022 the Company has not recorded any unrecognized tax benefits.   Net Loss per Share   The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method.   Recently Issued Accounting Pronouncements   The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.   Related Parties   The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.   Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.   The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

v3.23.2

INVESTMENTS	6 Months Ended
	Jun. 30, 2023
Investments, All Other Investments [Abstract]
INVESTMENTS	NOTE 4 – INVESTMENTS   As at December 31, 2022, management impaired the Company’s equity investment in Novea Inc., a Wyoming corporation (“Novea”) to zero. This is based on management’s best estimates of the current risk factors involved. These risk factors remain elevated given the lack of clarity regarding the future projections for Novea. As at June 30, 2023, management’s assessment of the valuation of Novea remains unchanged.   The Company follows U.S GAAP guidance on Fair Value Measurements, which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets.   Level 1 – Inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets Level 2 – Inputs related to assets with quoted prices in markets that are not considered active or other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data. Level 3 – Inputs are unobservable and are used to the extent that observable inputs do not exist.   The Company’s investment in the common stock of Novea is considered a level 3 investment.

v3.23.2

CREDIT COMMITMENT	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
CREDIT COMMITMENT	NOTE 5– CREDIT COMMITMENT   The Company entered into a five (5) year revolving credit facility agreement to provide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. The credit facility further stipulates that should a technical breach occur, that interest rate charged will be increased to LIBOR plus 7.25%. The outstanding principal was $330,800 as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, there was $4,669,200 of additional borrowings available to Novea subject to the borrowing criteria being maintained.   The Company has recognized a full allowance against the $330,800 funds provided to Novea as of June 30, 2023 and December 31, 2022. The valuation allowance reflects management’s assessment that it is more likely than not that a portion of the Company’s credit facility provided will not be realized. The Company will continue to evaluate the realizability of the credit facility and may adjust the valuation allowance in future periods based on changes in the available evidence.

v3.23.2

RELATED PARTY TRANSACTIONS AND NOTE PAYABLE	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE	NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE   SCHEDULE OF RELATED PARTY TRANSACTION     June 30, 2023     December 31, 2022   Due to Related Parties                 Newpoint Financial Corp (Wyoming) (1)   $ 245,907     $ 273,747   Newpoint Reinsurance Limited (2)   $ -     $ 263,500   Newpoint Capital Limited (3)   $ 1,747,018     $ 1,724,829   Total   $ 1,992,925     $ 2,262,076         June 30, 2023     December 31, 2022   Due from Related Party                             Mutual Holdings (4)   $ 400,000     $ -   Total   $ 400,000     $ -       (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $245,907 and $273,747 is payable to NPFC SPV1 as of June 30, 2023 and December 31, 2022, respectively and is included in loan payable - due from 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 June 30, 2023 and December 31, 2022, the Company has additional available borrowings of $1,000,000 and $836,500, respectively. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. As of June 30, 2023 the Company has repaid $263,500 to Newpoint Reinsurance Limited.     (3) Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,747,018 of expenses on behalf of the Company. Of this amount $167,300 was to fund the credit commitment agreement with Novea and the remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. There is no interest charged on the borrowings. Newpoint Capital Limited also provides administrative and accounting services to the Company. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation.     (4) On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet.   The Company entered into consulting agreements with members of management. The Company incurred $15,000 of consulting expenses for the quarter ended June 30, 2023. These amounts are included in professional fees in the accompanying statement of operations for the Quarter ended June 30, 2023. These fees will be paid by Newpoint Capital Limited on behalf of the Company and are included as part of the amounts due to Newpoint Capital Limited at June 30, 2023.

v3.23.2

STOCKHOLDERS’ DEFICIT	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT   Preferred Stock   The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding as of June 30, 2023 or December 31, 2022.   Common Stock   The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share. As of June 30, 2023 and December 31, 2022 there were 19,153,923 shares of common stock issued and outstanding.

v3.23.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES   On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for:   1. Tortious interference with existing and prospective economic advantage; 2. Negligent interference with existing and prospective economic advantage; 3. Trade libel; 4. Violation of business and professions code section 17200 and request for injunctive relief.   The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.   The complaint filed with regard to the BMA, is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the expected costs as the matter is in an early stage and further disclosure of anticipated amounts may prejudice proceedings.

v3.23.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS   The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed financial statements.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Estimates	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   Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less.   Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $250,000. At times cash balances may exceed the FDIC insured limit. As of June 30, 2023, and December 31, 2022 the Company’s uninsured cash balances on deposit totalled approximately $0 and $684,300, respectively.
Investments	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.   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	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	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	Income Taxes   Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.   The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2023 and December 31, 2022 the Company has not recorded any unrecognized tax benefits.
Net Loss per Share	Net Loss per Share   The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements   The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.
Related Parties	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.

v3.23.2

RELATED PARTY TRANSACTIONS AND NOTE PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTION	SCHEDULE OF RELATED PARTY TRANSACTION     June 30, 2023     December 31, 2022   Due to Related Parties                 Newpoint Financial Corp (Wyoming) (1)   $ 245,907     $ 273,747   Newpoint Reinsurance Limited (2)   $ -     $ 263,500   Newpoint Capital Limited (3)   $ 1,747,018     $ 1,724,829   Total   $ 1,992,925     $ 2,262,076         June 30, 2023     December 31, 2022   Due from Related Party                             Mutual Holdings (4)   $ 400,000     $ -   Total   $ 400,000     $ -       (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $245,907 and $273,747 is payable to NPFC SPV1 as of June 30, 2023 and December 31, 2022, respectively and is included in loan payable - due from 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 June 30, 2023 and December 31, 2022, the Company has additional available borrowings of $1,000,000 and $836,500, respectively. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. As of June 30, 2023 the Company has repaid $263,500 to Newpoint Reinsurance Limited.     (3) Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,747,018 of expenses on behalf of the Company. Of this amount $167,300 was to fund the credit commitment agreement with Novea and the remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. There is no interest charged on the borrowings. Newpoint Capital Limited also provides administrative and accounting services to the Company. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation.     (4) On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet.

v3.23.2

ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)		6 Months Ended
	Jan. 19, 2021	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporation, date of incorporation		Nov. 16, 2005
Equity reverse stock split	500-1 reverse stock split

v3.23.2

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revenues
Net loss	81,254	$ 169,605	$ 256,344	$ 172,684	250,859	$ 429,028
Accumulated deficit	$ 2,122,897				$ 2,122,897		$ 1,872,038

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash FDIC insured amount	$ 250,000
Cash uninsured amount	$ 0	$ 684,300
Income tax likelihood	50% likelihood

v3.23.2

INVESTMENTS (Details Narrative)	Dec. 31, 2022 USD ($)
Investments, All Other Investments [Abstract]
Investments

v3.23.2

CREDIT COMMITMENT (Details Narrative) - USD ($)	Dec. 10, 2021	Jun. 30, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount		$ 330,800	$ 330,800
Allowance for doubtful accounts receivable		330,800	330,800
Revolving Credit Facility Agreement [Member] | Novea Inc. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, term	5 years
Line of credit facility, commitment fee amount	$ 5,000,000
Line of credit facility, maximum borrowing capacity	$ 500,000
Line of credit facility, additional borrowings		$ 4,669,200	$ 4,669,200
Revolving Credit Facility Agreement [Member] | Novea Inc. [Member] | LIBOR [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Bearing interest percentage	5.25%
Increase interest percentage	7.25%

v3.23.2

SCHEDULE OF RELATED PARTY TRANSACTION (Details) - Related Party [Member] - USD ($)		Jun. 30, 2023		Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related parties		$ 1,992,925		$ 2,262,076
Due from related party		400,000	[1]
Other Receivables, Net, Current	[1]
Newpoint Financial Corp (Wyoming) [Member]
Related Party Transaction [Line Items]
Due to related parties	[2]	245,907		273,747
Newpoint Reinsurance Limted [Member]
Related Party Transaction [Line Items]
Due to related parties	[3]			263,500
Newpoint Capital Limited [Member]
Related Party Transaction [Line Items]
Due to related parties	[4]	1,747,018		1,724,829
Mutual Holdings [Member]
Related Party Transaction [Line Items]
Due from related party	[1]	$ 400,000
Other Receivables, Net, Current	[1]
[1] On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet. [2] Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $245,907 and $273,747 is payable to NPFC SPV1 as of June 30, 2023 and December 31, 2022, respectively and is included in loan payable - due from related parties on the accompanying balance sheet. [3] 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 June 30, 2023 and December 31, 2022, the Company has additional available borrowings of $1,000,000 and $836,500, respectively. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. As of June 30, 2023 the Company has repaid $263,500 to Newpoint Reinsurance Limited. [4] Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,747,018 of expenses on behalf of the Company. Of this amount $167,300 was to fund the credit commitment agreement with Novea and the remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. There is no interest charged on the borrowings. Newpoint Capital Limited also provides administrative and accounting services to the Company. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation.

v3.23.2

SCHEDULE OF RELATED PARTY TRANSACTION (Details) (Parenthetical) - USD ($)				3 Months Ended			6 Months Ended			12 Months Ended
		Mar. 21, 2023	Dec. 10, 2021	Jun. 30, 2023		Jun. 30, 2022	Jun. 30, 2023		Jun. 30, 2022	Dec. 31, 2021	Jun. 16, 2023	Mar. 15, 2023	Dec. 31, 2022	Oct. 07, 2022
Related Party Transaction [Line Items]
Interest expenses						$ 108,086			$ 250,553
Revolving Credit Facility Agreement [Member] | Newpoint Reinsurance Limted [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity										$ 1,000,000
Debt term										3 years
Line of credit facility current borrowing capacity				1,000,000			1,000,000						$ 836,500
Loan Facility Agreement [Member] | Mutual Holdings Inc [Member]
Related Party Transaction [Line Items]
Short term loan		$ 500,000										$ 1,000,000
Short term Interest loan rate		10.00%
Loan outstanding				13,151			13,151
Loan receivable from related party				400,000			400,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties current and noncurrent				1,992,925			1,992,925						2,262,076
Loan receivable from related party				400,000	[1]		400,000	[1]
Related Party [Member] | Newpoint Reinsurance Limted [Member]
Related Party Transaction [Line Items]
Due to related parties current and noncurrent				263,500			263,500							$ 100,000
Related Party [Member] | Loan Facility Agreement [Member] | Mutual Holdings Inc [Member]
Related Party Transaction [Line Items]
Due to related parties current and noncurrent											$ 100,000
Newpoint Financial Corp (Wyoming) [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Interest expenses							393,000
Due to related parties current and noncurrent	[2]			245,907			245,907						273,747
Novea Inc. [Member] | Newpoint Capital Limited [Member]
Related Party Transaction [Line Items]
Credit commitment fee amount							167,300
Novea Inc. [Member] | Revolving Credit Facility Agreement [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity			$ 500,000
Debt term			5 years
Line of credit facility current borrowing capacity				4,669,200			4,669,200						$ 4,669,200
Credit commitment fee amount			$ 5,000,000
Novea Inc. [Member] | Related Party [Member] | Newpoint Capital Limited [Member]
Related Party Transaction [Line Items]
Due to related parties current and noncurrent				$ 1,747,018			$ 1,747,018
[1] On March 15, 2023, the Company entered into a loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc. which is an entity with shared directors of the Company. On March 21, 2023, the Company advanced $500,000 to Mutual Holdings Inc. The loan has been agreed to be repaid within 12 months, and interest on the loan is at a flat rate of 10% of borrowed amount and is due monthly. The loan will be utilized by Mutual Holdings Inc. to provide financing capital to Mutual Underwriters Inc. Interest income on the outstanding loan is $13,151 for the six months ended June 30, 2023. Mutual Holdings has repaid $100,000 on June 16, 2023. As of June 30, 2023 $400,000 is due from Mutual Holdings and is included in loan receivable - from related party in the accompanying balance sheet. [2] Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $245,907 and $273,747 is payable to NPFC SPV1 as of June 30, 2023 and December 31, 2022, respectively and is included in loan payable - due from related parties on the accompanying balance sheet.

v3.23.2

RELATED PARTY TRANSACTIONS AND NOTE PAYABLE (Details Narrative)	3 Months Ended
	Jun. 30, 2023 USD ($)
Related Party Transactions [Abstract]
Consulting expenses for management costs	$ 15,000

v3.23.2

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	19,153,923	19,153,923
Common stock, shares outstanding	19,153,923	19,153,923

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