UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
For☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2016transition period from ________________ to________________________.
Commission file numberFile Number 000-54953
NEWPOINT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
47-2653358 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Registrant's telephone number433 North Camden Drive, Suite 725
Beverly Hills, CA90210
(Address of principal executive offices)
(310)494-5954
(Registrant’s Telephone Number, including area code (718) 447-1900code)
Securities registered pursuant to Section 12(b) of the Exchange Act:None
NoneSecurities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ActAct. Yes ☐ No ☒
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [X] ☒ No [ ]☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ] Yes [] ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [] ☐ No [X] ☒
State theThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.quarter on June 30, 2022 was $224,100.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whetherAs of March 31, 2023, the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 69,322,426Registrant had shares of common stock, as of March 29, 2017.par value $0.001 issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE – None.
None
JUDO CAPITAL CORP.
FORM 10-K
TABLE OF CONTENTS
Page | ||||
Index | ||||
PART I | 4 | |||
Item 1. Business | 4 | |||
Item 1A. Risk Factors | 4 | |||
4 | ||||
Item 2 Properties | 4 | |||
Item 3. Legal Proceedings | ||||
Item 4. Mine Safety Disclosures | 5 | |||
PART II | ||||
Item 5. Market for the Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 | |||
Item 6. Reserved. | ||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 | |||
Item 7A. Quantitative and Qualitative Disclosures About Market Risk | ||||
8 | ||||
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 9 | |||
Item 9A. Controls and Procedures | ||||
Item 9B. Other Information | 11 | |||
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | ||||
PART III | 13 | |||
Item 10. Directors, Executive Officers and Corporate Governance | ||||
Item 11. Executive Compensation | 15 | |||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||
Item 13. Certain Relationships and Related Transactions, and Director Independence | 16 | |||
Item 14. Principal Accountant Fees and Services | ||||
PART IV | 18 | |||
Item 15. Exhibits, Financial Statement Schedules | ||||
Signatures | ||||
19 | ||||
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PART I
ITEM 1. BUSINESSFORWARD LOOKING STATEMENTS
FORWARD-LOOKING STATEMENTS; This annual reportAnnual Report on Form 10-K contains certainforward-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 within the meaning of Section 27A of the Securities Act of 1933, as amended,based on current expectations and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risksassumptions, and uncertainties. In addition, Classic Rules Judo Championships, Inc., (formerly Blue Ribbon Pyrocool, Inc.) (the “Company” or “Classic Rules”), may from time to time make oral forward-looking statements. Actual results are uncertain and may be impacted by many factors. In particular, certainentail various risks and uncertainties that may impact the accuracy of the forward-looking statements with respect to revenues, expenses and operating results include without limitation; cycles of customer orders, general economic and competitive conditions and changing customer trends, technological advances and the number and timing of new product introductions, shipments of products and components from foreign suppliers, and changes in the mix of products ordered by customers. As a result, thecould cause actual results mayto differ materially from those projectedexpressed in thesuch forward-looking statements.
Important factors known to us that could cause such material differences include: uncertainties associated with the following:
● | risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment; |
● | our ability to attract new clients and retain existing clients; |
● | our ability to retain and attract key employees; |
● | risks associated with assumptions we make in connection with our critical accounting estimates; |
● | potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; |
● | potential downgrades in the credit ratings of our securities; |
● | risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and |
● | developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world. |
We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the SEC.
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Because
PART I
Item 1. Business.
Our Business
Newpoint Financial Corp., a Delaware corporation (the “Company,” “we,” “us,” or “our”) is a holding company that aims to strategically invests primarily in regulated entities such as banks and insurance companies. These investments may result in us acquiring a controlling or non-controlling interests of these entities. To date, we have entered into three such transactions (one of which has closed): in December 2021 we acquired a 10% interest in Novea, Inc., a financial and other factors that may affectinsurance services software company. The agreement was modified on September 30, 2022. (See Item 9b); we also entered into an agreement for the Company’s operating results, past financial performance should not be consideredacquisition of an indicatorinterest in American Millennium Insurance Co., a New Jersey based insurance company (see Item 9b) through the purchase of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
History
Blue Ribbon Pyrocool, Inc. was incorporated on the 16th day of November 2005 as a wholly owned subsidiary of Puritan Financial Group, Inc. (which was formerly Blue Ribbon International, Inc.) On March 24, 2008 a special meeting of the Shareholders of Puritan Financial Group, Inc. was held. A quorum representing 90.2% of the issued common shares were present and the Broad of Directors stated that a special meeting of the Board of Directors held earlier that day approved the spinout of Blue Ribbon Pyrocool, Inc.
March 26, 2008 was also set as the record date to establish those Blue Ribbon shareholders who are eligible to participate in the distribution. Classic Rules did not issue shares to anyone other than our stockholders as of March 26, 2008. The special meeting of shareholders was held as scheduled and the distribution was approved by unanimous vote of Blue Ribbon shares represented at the meeting which consisted of approximately 90.2% of the then outstanding stock of Blue Ribbon.
A stock dividend payable in shares of Blue Ribbon Pyrocool (now, Classic Rules) common stock toits parent company, Citadel Risk Holdings Inc. During 2021, the shareholders of Puritan Financial has been authorized by Classic Rules and approved byCompany agreed a subscription agreement with Citadel Reinsurance Company, which together with its shareholders. In March 2008, upon approval of its shareholders, Puritan Financial notified its stock transfer agent, Corporate Stock Transfer, that a spin-out company (Blue Ribbon Pyrocool) would be created and that there would be a distribution of 10,449,250 shares of Blue Ribbon common stock, representingaffiliates 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 for the benefit of the Puritan Financial shareholders with no action on the part of the shareholders and will be a book entry.
On July 15, 2008 the Board of Directors ofPyrocool, Inc. (“Blue Ribbon”). Blue Ribbon executed a Corporate Resolution changing thechanged its name of Blue Ribbon to Classic Rules Judo Championships, Inc.
On July 15, 2008 the Board of Directors of Classic Rules declared a 10 to 1 reverse split reducing the total number of outstanding shares from 10,449,250 to 1,044,925; but with the effect of rounding up by the transfer agent another 127 shares were added and the total became 1,045,052.
Also on July 15, 2008 the ad hoc committee comprising a quorum of approximately 90.2% of the voting shares executed a Waiver of Notice for a Special Stockholders Meetingand subsequently to be heldJudo Capital Corp on JulyFebruary 15, 2008 for the purpose of approving the distribution of Classic Rules stock to the Eligible Shareholders and to resolve the issuance of 8,705,084 shares to be distributed to the founding investors of Classic Rules.2017.
Classic Rules World Judo Championships, Inc., a wholly owned subsidiary of the Company was incorporated pursuant to the laws of the State of Connecticut on August 13, 2008. The subsidiary was incorporated to act as the accounting and administrative arm of the tournament, named “ Classic Rules World Judo Championships” which held its first tournament on March 21, 2010 in New Rochelle, New York. The second tournament was held on May 7, 2011. The Company has not hosted a tournament since and has shifted its business focus and plans to engage in real estate investing and development.
Our Business
On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments.tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company planshad planned to operate in real estate investment activitiesmarket focused in the New York City metropolitan area.
Background Information of the Business Plan
The evolution of the extent to establish The Classic Rules Judo Championship series is the following:
Preliminary Background Information
The Company changed its name to Classic Rules Judo Championships and entered into a new business venture of hosting judo competitions on July 15, 2008. On June 2, 2014,February 28, 2018, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company plans to operate in the real estate investment activities focused inmarket. In February 2021 new officers and directors were elected and the New York City metropolitan area.
Government Regulation
The Company is, and will continue to be, subject to several and varying governmental regulations. In general,name of the Company is subjectwas changed to environmental, public health and safety, land use, trade and other governmental regulations, and national, state, or local taxation or tariffs. The Company’s management will endeavor to ascertain and comply with all applicable to the businessNewpoint Financial Corp.
Human Capital
As of the Company. However, it may not be possible to predict with any degreedate of accuracy all applicable regulations or the impact of government regulation, and, compliance with such regulation will require certain efforts and resources of the Company.
a) Penny Stock Regulations: Our shares are "penny stocks" covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
The FINRA has adopted rules that require that in recommending an investment to a customer, a broker/dealer mustthis report, we have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.
Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. Since our shares are covered by Section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker/dealers, many broker/dealers may not want to make a market in our shares or conduct any transactions in our shares. As such, your ability to dispose of your shares may be adversely affected.
b) Blue Sky Restrictions on Resale: If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales.
Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales. When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption there from.
Employees
The Company presently has no employees other than its officer.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 absolutely necessary for the operationsoperation 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 of December 31, 2016, we had no employees other than our officer and director. We anticipate that we will not hire any employees in the next twelve months, unless we generate significant revenues.
Facilities
Our executive, administrative and operating offices are located at 269 Forest Ave, Staten Island, NY 10301 free of rent. There is no written agreement documenting this arrangement.
We have no policies with respect to investments in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities. The mailing address of Classic Rules Judo is 269 Forest Ave, Staten Island, NY 10301.
Risk Factors
Financial position ofa smaller reporting company, the Company working capital deficit; report of independent auditors. The Company has yet to generate revenue from its real estate investment activities. The Company, which is to be considered as a startup Company is currently developing its business and hopes to generate sustainable revenues through investment into specific real estate developments in New York. The Company makes no assurances that the Company will generate sufficient revenues through its operations and be able to continue as a going concern.
The independent accountant’s report on the Company’s financial statements for the years ended December 31, 2016 and 2015, contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
Risks of Leverage. The Company has, and likely will continue to, incur substantial borrowings, notes, and/or other Company debt for the purpose of developing Company operations and for financing the expansion and growth of the Company, including the possible acquisition of other companies. Any amounts borrowed will depend among other things, on the condition of financial markets. Acquisitions of equipment, vehicles, or other companies purchased on a leveraged basis generally can be expected to be profitable only if they generate, at a minimum, sufficient cash revenues to pay interest on, and to amortize, the related debt, to cover operating expenses and to recover the equity investment. The use of leverage, under certain circumstances, may provide a higher return to the shareholders but will cause the risk of loss to the shareholders to be greater than if the Company did not borrow, because fixed payment obligations must be met on certain specified dates regardless of the amount of revenues derived by the Company. If debt service payments are not made when due, the Company may sustain the loss of its equity investment in the assets securing the debt as a result of foreclosure by the secured lender. Interest payable on Company borrowings, if any, may vary with the movement of the interest rates charged by banks to their prime commercial customers. An increase in borrowing costs due to a rise in the “prime” or “base” rates may reduce the amount of Company income and cash availability for dividends.
Smaller reporting companies are not required to provide the information required byunder this item.
None.Item 1B. Unresolved Staff Comments.
Currently, our office spaceAs 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 269 Forest Ave, Staten Island, NY 10301;433 North Camden Drive, Suite 725, Beverly Hills, CA 90210. The space is leased by NMS Consulting, Inc., our telephone number is (315) 451-4889.contracted management consulting firm whereby they provide us with general office support. At this time, we do not pay any rent and we believe that our existing facilities and equipment are adequate.
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Item 3. Legal Proceedings
The former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022. He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act.
Mr. Shirshac was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He did not name the Company in the suit nor allege that the Company employed him.
Mr. Shirshac denies being informed he was terminated from Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $33,445.
On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for:
1. Tortious interference with existing and prospective economic advantage;
2. Negligent interference with existing and prospective economic advantage;
3. Trade libel;
4. Violation of business and professions code section 17200 and request for injunctive relief.
The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.
From time to time, the Company may be a
Except as set forth above, we are not party to, litigation or other legal proceedings that we consider to be part of the ordinary course ofand our business. At present, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of, any pendingmaterial legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
5 |
Not applicable.
PART II
Item 5. Market Informationfor Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
OurThe Company’s common stock is not currently quoted on any exchange. We intend to apply to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.
To qualifyeligible for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities onPink tier of the OTC Bulletin Board our securities will trade onMarkets Group under the OTC Bulletin Board. We may not now or ever qualify for quotation onsymbol “NPFC.” However, there is no reported trading in the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.
Company’s common stock. As of March 29, 2017,December 31, 2022, there were 69,322,426 sharesapproximately 860 holders of record of our common stockstock.
Equity Compensation Plan Information
We did not have any equity compensation plans as of December 31, 2022.
Dividend Policy
We have not paid any cash dividends since our incorporation and do not anticipate paying any dividends in the Company issued and outstanding.foreseeable future.
DividendsRecent Sales of Unregistered Securities
It has been the policyNone.
Purchases of the Company to retain earnings, if any, to finance the development and growth of its business.Equity Securities
Smaller reporting companies are not required to provide the information required by this item.None.
When used in this report on Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Business" and "ItemItem 6. [Reserved.]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," and also include general economicOperations.
The following discussion highlights the principal factors and conditions that may directly or indirectly impact the Company'shave affected our financial condition orand results of operations.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibilityoperations as well as our liquidity and capital resources for the accuracyperiods described. This discussion should be read in conjunction with our financial statements and completeness of suchthe related notes included in this report. This discussion contains forward-looking statements. We are under no duty to update anyPlease see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the forward-looking statements after the date of this report to conform such statements to actual results.
The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve variousuncertainties, risks and uncertainties, including but not limited to the risks set forth above. In addition, sales and other revenues may not commence and/or continue as anticipated due to delays or otherwise. As a result, the Company’s actual results for future periods could differ materially from those anticipated or projected.assumptions associated with these forward-looking statements.
Overview
Classic Rules Judo Championships, Inc. (“We” or the “Company”) was originally formed as Blue Ribbon Pyrocool, Inc. a Delaware corporation, on November 16, 2005, as a wholly owned subsidiary of Puritan Financial Group, Inc., a company traded on the Pink OTC Markets, Inc. On March 24, 2008 a majority of the shareholders approved the spin-off of the Company to the shareholders of record as of March, 26, 2008. Subsequent to its formation and prior to being renamed, the Company had no revenues or operations.
Our Company, Classic Rules Judo Championships, Inc. created a subsidiary which was incorporated in the state of Connecticut called Classic Rules World Judo Championships, Inc. There are no other subsidiaries. On July 15, 2008 the Company executed a Memorandum of Understanding entitled “Management's Global Agreement” (the “MOU”) with Classic Rules Judo Championships, Inc. and Mr. Chris Angle. Under such MOU the Company would change its name and pursue the business of Classic Rules Judo Championships, Inc.
We intended to establish and promote tournaments for the sport of classical judo and hosted two such tournaments: one in 2010 and one in 2011. The Company has not hosted a tournament since 2011 and has since changed its business to real estate investing and development.
Critical Accounting Policies and
Use of Estimates
The Company'spreparation of financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of the financial statementsGAAP requires the Companyus 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 assets, liabilities, revenues and expenses and related disclosures. Thoughduring the Company evaluates the estimates and assumptions on an ongoing basis, our actualreporting period. Actual results maycould differ from thesethose estimates.
Certain of the Company's accountingAccounting policies that we believe are the most important to the portrayal of the Company'sCompany’s financial condition and results of operations and that require management'smanagement’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.
PrinciplesWe consider the following accounting policies to be both those most important to the portrayal of Consolidation - The consolidatedour 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 includeas investments and valuation allowances taken against respective investments. The projections are based on the accountsbest estimates available, however these estimates are subject to potential changes in market conditions, interest rates and market liquidity considerations.
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Going Concern: Management relies on estimates of Classic Rules Judo Championships, Inc.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 wholly owned subsidiary Classic Rules World Judo Championships, Inc. All intercompany balances and transactions have been eliminated in consolidation.expense requirements or completes an external capital raising.
Revenue Recognition -
The Company has not yet generated revenues from its planned real estate investment activities.
Results of Operations
Comparison of for the Years Endedtwelve months ended December 31, 20162022 and 2015December 31, 2021
Revenues . The Company had no revenue during the years ended December 31, 2022 and December 31, 2021.
Cost of Revenues . The Company had no cost of revenues during the years ended December 31, 2022 and December 31, 2021.
General and Administrative Expenses. The Company incurred $168,093 and $27,926 of general and administrative expenses of $29,482 during the yearyears ended December 31, 2016 compared2022 and December 31, 2021, respectively. The costs increase related to $6,696insurance, travel, subscriptions and IT services.
Professional Fees. The Company incurred $464,198 and $59,252 of professional fees during the yearyears ended December 31, 2015.2022 and December 31, 2021, respectively. The increase is related to the timing of incurringin professional fees associated with bringing filings withis the SEC current.
Operating loss. As a result of the Company's generalCompany incurring costs associated with legal fees as disclosed (Item 3) as well as consultants and administrative expenses,transfer agent costs during the period.
Bad Debt expense. The Company incurred $330,800 and $0 of bad debt expense during the years ended December 31, 2022 and December 31, 2021, respectively (See Note 5 to the Financial Statements).
Loss From Operations. The Company incurred an operating loss of $29,482 for$963,091 and $87,178 during the yearyears ended December 31, 2016 as compared with $6,696 for2022 and December 31, 2021, respectively. The increase in net loss is a result of increased professional fees, bad debt expense and general and administrative expenses incurred during the yearyear.
Other Income (Expense). The Company incurred interest expense of $406,614 and $0 during the years ended December 31, 2015.2022 and December 31, 2021 , respectively. The increase in the interest expense is a result of interest payable due to Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc.
Net Profit/Loss. The Company incurred a net loss of $29,482during$1,339,948 and $87,178 during the yearyears ended December 31, 2016 compared to $6,696 during the year ended2022 and December 31, 2015.2021, respectively. The increase in net loss was a result of increased general and administrative, professional fees, bad debt expense and interest expense.
Liquidity and Capital Resources
AtAs of December 31, 2016, we2021, the Company had cash of $4,787,$5,843, with current assets of $10,037totalling $5,843 and current liabilities totaling $9,805totalling $99,751 creating a working capital balancedeficit of $232.$93,908. Current liabilities consisted of accounts payable and accrued expense totalling $31,730, and a related party payable of $68,021.
As of December 31, 2022, the Company had cash of $934,300 with current assets totalling $941,359 and current liabilities totaling $9,805.totalling $2,375,215 creating a working capital deficit of $1,433,856. Current liabilities consisted of account payable and accrued expense totalling $ 113,139 and related party loans payable of $2,262,076.
Share IssuancesOn December 10, 2021, the Company entered into a revolving credit commitment with Novea, Inc., (See Note 5 to the Financial Statements). The initial amounts Novea can borrow from the Company under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loan in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate equal to LIBOR plus 5.25%. During 2022 and 2021 the Company advanced $167,300 and $163,500, respectively to Novea, Inc. The outstanding principal was $330,800 and $163,500 as of December 31, 2022, and 2021, respectively.
On December 17, 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder (See Note 6 to the Financial Statements). The RCFA provides available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. During 2022 and 2021 the yearCompany borrowed $0 and $163,500, respectively, from Newpoint Reinsurance Limited. These funds were used to fund the credit commitment with Novea, Inc. As of December 31, 2022, and 2021 $836,500 was available to be borrowed. Newpoint Capital Limited also made a payment of $167,300 to fund the credit commitment agreement with Novea (See Note 6 to the Financial Statements). Newpoint Capital Limited also provided $489,508 to support the Company’s working capital requirements for the period ended December 31, 2015,2022. During 2022, Newpoint Reinsurance Limited further provided $100,000 to support the Company’s working capital requirements.
7 |
During 2022, AMIC returned the initial deposit of $1,000,000 to the Company acceptedper the conversionrecission agreement dated November 22, 2022.
Given the complaint that the company has filed with regard to the BMA (See Item 3), the company is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of 500,000 sharesthe cost and further disclosure of Series A Preferred Stockamounts may prejudice proceedings.
As part of the company’s acquisition of Judo Capital Corp., it has committed to continue to pay the health insurance medical expenses of Timothy Cook for 200,000 sharesthe period to December 2023. This amount is estimated to be $46,800.
Given the Company has not generated revenues sufficient to cover the business expenses, the Company to date has been financially supported by related party entities which are also owned by the majority shareholders of common stock; issued 50,000,000 common shares for total cash proceeds of $30,000 and receivable of $30,000issued 165,480 common shares valued at $1,654 for no consideration and issued 34,520 common shares valued at $41 for professional services.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.
There were no shares issued during the year ended December 31, 2016.
Cash Flows
Net cash used in operating activities were $34,257was $934,798 and $20,914$62,178 during the years ended December 31, 20162022 and 2015. Net cash used in operating activities2021, respectively. This was due to increased legal and professional fees being paid during 2022 compared to 2021. The Company has recognized a non-cash adjustment of $330,800 as a full allowance against the year ended December 31, 2016 consisted of a net loss of $29,482credit facility provided to Novea during 2022 and net changes in working capital of $4,775. Net cash used in operating activities during the year ended December 31, 2015 consisted of a net loss of $6,696 non-cash expenses totaling $41 and a change in working capital of $14,259.2021.
Net cash provided by in financing activities were $30,000was $1,863,255 and $29,958$68,021 during the years ended December 31, 20162022 and 2015. Net cash2021, respectively. The financing was provided by affiliated entities namely, Newpoint Capital Limited and Newpoint Reinsurance Limited for 2022 and 2021 respectively. The financing activitiesprovided was to support the Company’s investment and working capital requirements.
Net Increase in cash was $928,457 and $5,843 during the yearyears ended December 31, 2016 consisted of2022 and 2021, respectively. The increase in cash received for a common stock subscription receivable of $30,000. Net cash provided by financing activities during the year ended December 31, 2015 consisted net repayments ofwas due to an increase in related party loans of $74, cash contributions from shareholders of $32financing.
Item 7A. Quantitative and proceeds from the sale of common stock of $30,000.Qualitative Disclosures About Market Risk.
Our auditors have raised, in their current audit report,As a substantial doubt about our ability to continue as a going concern. We will be unable to continue as a going concern ifsmaller reporting company, we are not able to raise capital and are unsuccessful in securing a business acquisition. Until such time as sufficient capital is raised, we intend to limit expenditures for capital assets and other expense categories.
The Company must currently rely on corporate officers, directors and outside investors in order to meet its budget. If the Company is unable to obtain financing from any of one of these aforementioned sources, the Company would not be able to satisfy its financial obligations. Limited commitments to provide additional funds have been made by management and other shareholders. We cannot provide any assurance that any additional funds will be made available on acceptable terms or at all.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on us.
Smaller reporting companies are not required to provide the information requiredunder this item.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Financial Statements, the notes thereto, and the Report of Independent Public Accountants thereon commencing at page F-1 of this Report, which Financial Statements, notes and report are incorporated herein by this item.reference.
8 |
CONTENTS
Report of Independent Registered Public Accounting Firm PCAOB ID: 127 | |
Balance Sheets | F-4 |
Notes to |
F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Judo CapitalStockholders of Newpoint Financial Corp. (formerly known asClassic Rules Judo Championships, Inc.)
Staten Island, NY
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheetssheet of Judo CapitalNewpoint Financial Corp. (formerly known as Classic Rules Judo Championships, Inc.) (the “Company”) as of December 31, 2016 and 2015,2022, and the related consolidated statements of operations, stockholders’ equity(deficit),deficit, and cash flows for the yearsyear then ended. ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’sCompany’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationAs part of our audit, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company. as of December 31, 2016, and 2015, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note [B]2 to the consolidated financial statements, the Company has suffered recurringno revenue, has generated net losses from operationsduring the current and preceding years, and has an accumulated deficit of $1,872,038 as of December 31, 2022, all of which raisesraise substantial doubt about its ability to continue as a going concern. Management'sThe ability of the Company to continue as a going concern is dependent on receiving continued support from related companies, raising capital and generating revenue from operations. Management’s evaluation of these events and conditions and its plans in regard to theseregarding those matters are also described in Note [B].2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Investment in Common Stock and Allowance for Credit Facility Receivable
As discussed in notes 4 and 5 to the financial statements, the Company owns shares of common stock in a privately held company and has also entered into a credit facility agreement to provide funding to this company for which it has a credit facility receivable as of December 31, 2022. In connection therewith, the 2022 financial statements reflect an impairment of the investment and a valuation allowance against the receivable.
We identified management’s determination with regard to the valuation of the Company’s investment in the common stock of the privately held entity, along with management’s evaluation as to the realizability and collectability of the credit facility receivable as a critical audit matter because of (1) the lack of readily determinable market information available to value the investment in the common shares; (2) the limited financial data and information that was available to management to assess the financial net worth and resources of the company to repay the receivable; and (3) the inherently subjective nature of management’s judgement as to establishing an appropriate carrying value for the investment and the collectability of the receivable. These matters required significant audit effort to assess, and a high degree of auditor judgement to evaluate, the reasonableness of management’s estimates related to its determination as to the net carrying amount of the investment in common stock and the credit facility receivable as of December 31, 2022.
Management’s evaluation and determination of the fair value of the Company’s investment in the common stock of a privately held company and judgment as to any potential impairment of such investment, along with the determination of a valuation allowance of the credit facility receivable for the same privately held company requires management to make significant estimates and assumptions regarding the relevant investment valuation and receivable allowance amounts. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions was complex and required a high degree of auditor judgement.
Our audit procedures to address these matters included the following:
● | Evaluated management’s assessment and analysis which resulted in a full valuation of the investment in common stock and the allowance for the credit facility receivable as of December 31, 2022. | |
● | Obtained and reviewed the terms of the contractual agreements between the Company and the privately held company regarding the common stock holding and the amounts loaned by the Company under the credit facility. | |
● | Requested from management available financial information for the privately held company and evaluated the nature, completeness and timeliness of the information provided. | |
● | Obtained confirmation from the privately held company as to the amount owed to the Company as of December 31, 2022. | |
● | Assessed and evaluated the appropriateness of the disclosures included in the Company’s financial statements. |
/s/ PKF O’Connor Davis, LLP
We have served as the Company’s auditor since January 10, 2023
New York, New York
May 5, 2023
F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Newpoint Financial Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Newpoint Financial Corp. (the Company) as of December 31, 2021, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has no revenues, has incurred net losses during the current and preceding years, and has an accumulated deficit of $532,090 as of December 31, 2021. The ability of the Company to continue as a going concern is dependent on raising capital and ultimately achieving profitable operations. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following:
● | We performed testing procedures such as analytical procedures to identify conditions and events that indicated there was substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
● | We reviewed and evaluated management’s plans for dealing with the adverse effects of these conditions and events. | |
● | We inquired of Company management and reviewed Company records to assess whether there are additional factors that contribute to the uncertainties disclosed. | |
● | We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed. |
We served as the Company’s auditors from 2021 through 2023
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March 29, 2017Glastonbury, Connecticut
April 15, 2022
PCAOB ID: 264
F-3 |
NEWPOINT FINANCIAL CORP.
BALANCE SHEETS
Note | 2022 | 2021 | ||||||||
As of December 31, | ||||||||||
Note | 2022 | 2021 | ||||||||
ASSETS | ||||||||||
Current Assets: | ||||||||||
Cash | $ | 934,300 | $ | 5,843 | ||||||
Interest Receivable | 7,059 | - | ||||||||
Total Current Assets | 941,359 | 5,843 | ||||||||
Other Assets | ||||||||||
Investment | 4 | - | 50,000,000 | |||||||
Credit Facility Receivable | 5 | 330,800 | 163,500 | |||||||
Allowance for Credit Facility Receivable | 5 | (330,800 | ) | - | ||||||
Total Other Assets | - | 50,163,500 | ||||||||
TOTAL ASSETS | $ | 941,359 | $ | 50,169,343 | ||||||
LIABILITIES & STOCKHOLDER’S DEFICIT | ||||||||||
Current Liabilities: | ||||||||||
Accounts Payable and Accrued Expense | $ | 113,139 | $ | 31,730 | ||||||
Loans Payable - Due to Related Parties | 5,6 | 2,262,076 | 68,021 | |||||||
Total Current Liabilities | 2,375,215 | 99,751 | ||||||||
Non-Current Liabilities: | ||||||||||
Loans Payable – Due to Related Parties | 6 | - | 50,163,500 | |||||||
Total Liabilities | $ | 2,375,215 | $ | 50,263,251 | ||||||
Stockholder’s Deficit | ||||||||||
Preferred Stock, par value $ | , shares Authorized, shares Issued or Outstanding at December 30, 2022 and December 31, 2021- | - | ||||||||
Common Stock, par value $ | , shares Authorized, shares Issued and Outstanding at December 31, 2022 and December 31,202119,154 | 19,154 | ||||||||
Additional Paid-In Capital | 419,028 | 419,028 | ||||||||
Accumulated Deficit | 7 | (1,872,038 | ) | (532,090 | ) | |||||
Total Stockholder’s Deficit | (1,433,856 | ) | (93,908 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ | 941,359 | $ | 50,169,343 |
The accompanying notes are an integral part of these audited financial statements.
F-4 |
Judo Capital Corp. | ||||||||
(Formerly Classic Rules Judo Championships, Inc.) | ||||||||
Consolidated Balance Sheets | ||||||||
December 31, | ||||||||
2016 | 2015 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 4,787 | $ | 9,044 | ||||
Prepaid expenses | 5,250 | — | ||||||
Total current assets | 10,037 | 9,044 | ||||||
Total assets | $ | 10,037 | $ | 9,044 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
. | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 9,805 | $ | 9,330 | ||||
Total current liabilities | 9,805 | 9,330 | ||||||
Stockholders' equity (deficit) | ||||||||
Preferred stock; $0.001 par value; 50,000,000 shares authorized; none issued or outstanding | — | — | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 69,322,426 shares issued and outstanding | 69,322 | 69,322 | ||||||
Additional paid-in capital | 278,825 | 278,825 | ||||||
Subscription receivable | — | (30,000 | ) | |||||
Accumulated deficit | (347,915 | ) | (318,433 | ) | ||||
Total stockholders' equity (deficit) | 232 | (286 | ) | |||||
Total liabilities and stockholders' equity (deficit) | $ | 10,037 | $ | 9,044 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
NEWPOINT FINANCIAL CORP.
STATEMENTS OF OPERATIONS
2022 | 2021 | |||||||
For the Years ended | ||||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Revenues: | $ | - | $ | - | ||||
Expenses: | ||||||||
Professional fees | 464,198 | 59,252 | ||||||
General and administrative expense | 168,093 | 27,926 | ||||||
Bad Debt Expense | 330,800 | - | ||||||
Total Operating Expenses | 963,091 | 87,178 | ||||||
Operating Loss | (963,091 | ) | (87,178 | ) | ||||
Other Income (Expense) | ||||||||
Interest Income | 29,757 | - | ||||||
Interest expense | (406,614 | ) | - | |||||
Total Other Income (Expense) | (376,857 | ) | - | |||||
Net Loss | $ | (1,339,948 | ) | $ | (87,178 | ) | ||
Basic & Diluted Loss per Common Share | $ | (0.0700 | ) | $ | (0.0048 | ) | ||
Weighted Average Common Shares Outstanding | 19,153,923 | 18,168,123 |
The accompanying notes are an integral part of these audited financial statements
F-5 |
NEWPOINT FINANCIAL CORP.
STATEMENT OF STOCKHOLDERS’ DEFICIT
YEARS ENDED DECEMBER 31
Shares | Par Value | Shares | Par Value | Paid-In Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
Shares | Par Value | Shares | Par Value | Paid-In Capital | Accumulated Deficit | Stockholders’ Deficit | ||||||||||||||||||||||
Balance as of January 1, 2021 | - | $ | - | 216,185 | $ | 216 | $ | 350,931 | $ | (444,912 | ) | $ | (93,765 | ) | ||||||||||||||
Issue of Common Shares | - | - | 18,937,738 | 18,938 | 68,097 | - | 87,035 | |||||||||||||||||||||
Net Loss for the Year Ended December 31, 2021 | - | - | - | - | - | (87,178 | ) | (87,178 | ) | |||||||||||||||||||
Balance as of December 31, 2021 | - | - | 19,153,923 | 19,154 | 419,028 | (532,090 | ) | (93,908 | ) | |||||||||||||||||||
Balance | - | - | 19,153,923 | 19,154 | 419,028 | (532,090 | ) | (93,908 | ) | |||||||||||||||||||
Net Loss for the Year Ended December 31, 2022 | - | - | - | - | - | (1,339,948 | ) | (1,339,948 | ) | |||||||||||||||||||
Net Loss | - | - | - | - | - | (1,339,948 | ) | (1,339,948 | ) | |||||||||||||||||||
Balance as of December 31, 2022 | - | $ | - | 19,153,923 | $ | 19,154 | $ | 419,028 | $ | (1,872,038 | ) | $ | (1,433,856 | ) | ||||||||||||||
Balance | - | $ | - | $ | 19,153,923 | $ | 19,154 | $ | 419,028 | $ | (1,872,038 | ) | $ | (1,433,856 | ) |
The accompanying notes are an integral part of these audited financial statements
F-6 |
NEWPOINT FINANCIAL CORP.
STATEMENT OF CASH FLOWS
2022 | 2021 | |||||||
For the Years ended | ||||||||
December 31, | ||||||||
2022 | 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Loss | $ | (1,339,948 | ) | $ | (87,178 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Allowance for Credit Facility Receivable | 330,800 | - | ||||||
Changes In: | ||||||||
Accounts Payable and Accrued Expenses | 81,409 | 25,000 | ||||||
Interest Receivable | (7,059 | ) | - | |||||
Net Cash used in Operating Activities | (934,798 | ) | (62,178 | ) | ||||
CASH FLOWS FROM FINANCING | ||||||||
Loans Payable - Due to Related Parties | 1,863,255 | 68,021 | ||||||
Net Cash provided by Financing Activities | 1,863,255 | 68,021 | ||||||
Net Increase in Cash | 928,457 | 5,843 | ||||||
Cash at Beginning of Period | 5,843 | - | ||||||
Cash at End of Period | $ | 934,300 | $ | 5,843 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the year for: | ||||||||
Interest | $ | - | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Investment in Novea, Inc. financed with related party debt | - | 50,000,000 | ||||||
Investment in Novea, Inc returned | (50,000,000 | ) | - | |||||
Deposit paid to AMIC financed with related party debt | $ | (1,000,000 | ) | $ | - | |||
Credit Commitment funded with related party debt | $ | 167,300 | $ | 163,500 | ||||
Common stock issued to settle related party payables | $ | - | $ | 87,035 |
The accompanying notes are an integral part of these audited financial statement
F-7 |
Newpoint Financial Corp.
Judo Capital Corp. | ||||||||
(Formerly Classic Rules Judo Championships, Inc.) | ||||||||
Consolidated Statements of Operations | ||||||||
Year ended December 31, | ||||||||
2016 | 2015 | |||||||
Revenue | $ | — | $ | — | ||||
Operating expenses | ||||||||
General and administrative | 29,482 | 6,696 | ||||||
Total operating expenses | 29,482 | 6,696 | ||||||
Loss from operations | (29,482 | ) | (6,696 | ) | ||||
Net loss | $ | (29,482 | ) | $ | (6,696 | ) | ||
Basic and diluted net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average common shares outstanding - basic and diluted | 69,322,426 | 29,755,303 | ||||||
The accompanying notes are an integral part of these consolidated financial statements. |
Judo Capital Corp. | ||||||||||||||||||||||||||||||||
(Formerly Classic Rules Judo Championships, Inc.) | ||||||||||||||||||||||||||||||||
Consolidated Statement of Changes in Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||||||
For the Years Ended December 31, 2015 and 2016 | ||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional Paid-In | Subscription | Accumulated | Total Stock- holders' Equity | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Receivable | Deficit | (Deficit) | |||||||||||||||||||||||||
Balance, December 31, 2014 | 500,000 | $500 | 18,922,426 | $18,922 | $268,652 | $ | — | $ | (311,737 | ) | $(23,663) | |||||||||||||||||||||
Cash contributed by shareholders | — | — | — | — | 32 | — | — | 32 | ||||||||||||||||||||||||
Conversion of preferred stock to common stock | (500,000 | ) | (500 | ) | 200,000 | 200 | 300 | — | — | |||||||||||||||||||||||
Common stock issued for cash and subscription receivable | — | — | 50,000,000 | 50,000 | 10,000 | (30,000 | ) | — | 30,000 | |||||||||||||||||||||||
Common shares issued to investors for no consideration | — | — | 165,480 | 165 | (165 | ) | — | — | ||||||||||||||||||||||||
Common stock issued for services | — | — | 34,520 | 35 | 6 | 41 | ||||||||||||||||||||||||||
Net loss, year ended December 31, 2015 | (6,696 | ) | (6,696 | ) | ||||||||||||||||||||||||||||
Balance, December 31, 2015 | — | — | 69,322,426 | 69,322 | 278,825 | (30,000 | ) | (318,433 | ) | (286 | ) | |||||||||||||||||||||
Collection of subscription receivable | — | — | — | — | — | 30,000 | — | 30,000 | ||||||||||||||||||||||||
Net loss, year ended December 31, 2016 | — | — | — | — | — | — | (29,482 | ) | (29,482 | ) | ||||||||||||||||||||||
Balance, December 31, 2016 | — | $ | — | 69,322,426 | $ | 69,322 | $ | 278,825 | $ | — | $ | (347,915 | ) | $ | 232 | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements. |
Judo Capital Corp. | ||||||||
(Formerly Classic Rules Judo Championships, Inc.) | ||||||||
Statements of Cash Flows | ||||||||
Year ended December 31, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (29,482 | ) | $ | (6,696 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Stock based compensation | — | 41 | ||||||
Changes in operating assets liabilities: | ||||||||
Prepaid expenses | (5,250 | ) | — | |||||
Accounts payable and accrued liabilities | 475 | (14,259 | ) | |||||
Net cash used in operating activities | (34,257 | ) | (20,914 | ) | ||||
Cash flows from financing activities | ||||||||
Collection of subscription receivable | 30,000 | — | ||||||
Repayments made to related parties | — | (74 | ) | |||||
Proceeds from the sale of stock | 30,000 | |||||||
Cash contributions from related party | — | 32 | ||||||
Net cash provided by financing activities | 30,000 | 29,958 | ||||||
Net change in cash | (4,257 | ) | 9,044 | |||||
Cash at beginning of period | 9,044 | — | ||||||
Cash at end of period | $ | 4,787 | $ | 9,044 | ||||
Supplemental cash flow information | ||||||||
Cash paid for interest | $ | — | $ | — | ||||
Cash paid for income taxes | $ | — | $ | — | ||||
Supplemental disclosure of non-cash financing activities: | ||||||||
Expenses paid by related party | $ | — | $ | 128 | ||||
Conversion of preferred stock to common stock | $ | — | $ | 500 | ||||
Common shares issued to investors for $nil considerations | $ | — | $ | 165 | ||||
Common shares issued for subscription receivable | $ | — | $ | 30,000 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
Judo Capital Corp.
Formerly Classic Rules Judo Championships, Inc.
Notes to Consolidated Financial Statements
December 31, 20162022 and 2015December 31, 2021
NOTE A1 – ORGANIZATION AND NATURE OF BUSINESS
Judo CapitalNewpoint Financial Corp. (“Newpoint”) was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. ("Classic Rules") on July 15, 2008 then to Judo Capital Corp on February 15, 2017. Classic Rulesthe 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. Collectively the entities are referredtournament, this subsidiary is no longer active and has ceased to as “the Company”. exist.
On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company planshad planned to operate in real estate investment activities focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. All share and per share information has been retroactively adjusted to reflect the reverse stock split. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. on February 12, 2021.
NOTE B2 – 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 had no revenues has incurredand generated a net lossesloss of $29,482$1,339,948 and $6,696 for$87,178 during the years ended December 31, 20162022 and 2015,December 31, 2021. The Company has an accumulated deficit of $347,915$1,872,038 and $318,433 at$532,090 as of December 31, 20162022 and 2015, and has experienced negative cash flows from operations.December 31, 2021. These circumstances raise substantialsignificant doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management plansThe Company to enterdate has been financially supported by related party entities which are also owned by the majority shareholders of the Company. The Company will continue to real estate market and has signed an agreement to raise capital to do so. However,be financially supported by related party entities until such time as the Company needs to raise additional capital in order to fully develop its business plan. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raisegenerates sufficient capitalcashflow to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.expense requirements or completes an external capital raising.
NOTE C3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of ConsolidationEstimates
The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaU.S. GAAP requires management to make estimates and assumptions that effectaffect the reported amounts of assets, and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results couldand outcomes may differ materially from those estimates.the estimates as additional information becomes known.
Cash and cash equivalents
Cash Equivalents
The Company considers alland 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 December 31, 2022 and December 31, 2021 the Company’s uninsured cash balances on deposit totaled approximately $684,300 and $0, respectively.
Investments
Short-term investments, fixed maturities and equity securities
Short-term investments comprise investments with a maturity ofgreater than three months or less when purchasedup to be cash equivalents. The Company had no cash equivalentsone year from the date of purchase. Short-term investments are carried at December 31, 2016fair value, with realized and 2015.unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively.
F-8 |
Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income.
Judo Capital Corp.
Formerly Classic Rules Judo Championships, Inc.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.
Notes
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 Consolidated Financial Statementsthe 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.
December 31, 2016 and 2015
NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments:Instruments
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value ofThe Company measures certain financial instruments, both assets and liabilities recognized and not recognizedat fair value based on the balance sheet,exchange price that would be received for which it is practicablean asset or paid to estimate fair value. Topic No. 825 defines fair value oftransfer a financial instrument asliability (an exit price) in the amount at whichprincipal or most advantageous market for the instrument could be exchangedasset or liability in a currentan orderly transaction between willing parties. At December 31, 2016 and 2015 themarket participants. The carrying value of the Company’s cash and cash equivalents and accounts payable and accrued liabilities and related party payables approximate their fair value due tobecause of the short-term nature of these financial instruments.
Equity-Based Compensation
The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognitioninstruments and their liquidity. Management is of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensationopinion that the Company is measured at the market pricenot 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 dateestimated future tax effects of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptionsnet operating loss and elections including expected stock price volatilitycredit carryforwards and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718.
The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.
Judo Capital Corp.
Formerly Classic Rules Judo Championships, Inc.
Notes to Consolidated Financial Statements
December 31, 2016 and 2015
NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to thetemporary differences between the tax basis of assets and liabilities and their reportedrespective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on the financial statements. The resultingits deferred income tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At December 31, 2016 and 2015, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined thatif it is not more likely than not that the net operating loss carry forwardsthese deferred income tax assets will be realized in the future.realized.
The Company recognizes and measuresa tax benefit from an uncertain tax positions and records tax benefits whenposition only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positionsa position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a componentAs of income tax expense. At December 31, 20162022 and 2015December 31, 2021, the Company didhas determined it does not have any unrecognizeduncertain tax benefits and has not accrued any liability for the payment of tax related interest or penalties. positions.
Segment Reporting
The CompanyCompany’s business currently has no federal or state tax examinationsoperates in progress nor has it had any federal or state tax examinations since inception.one segment.
In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2016 through the date of the issuance of the accompanying consolidated financial statements.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred.
Net Loss Per Commonper Share
The Company computescomputation of basic net loss per common share by dividing net loss attributable to common stockholders byis based on the weighted average number of shares that were outstanding during the year. The computation of common stock outstanding for the period. Diluteddiluted net loss per common share is computed usingbased on the weighted average number of shares of common stock and dilutive common equivalent shares outstanding duringused in the year. Common equivalent shares from stock options and other common stock equivalents are excluded from the computation when their effect is anti-dilutive. The Company was in a loss position for all periods presented and, accordingly, there is no difference between basic net loss per share and diluted loss per share.calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 7 – Stockholders’ Deficit.
Recently Issued Accounting Pronouncements
Related partiesThe Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.
F-9 |
Related Parties
The Company follows ASC 850, “Related Party Disclosures,”subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
NOTE 4 – INVESTMENTS
On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand (ten years for additional shares of common stock of up to $ , subject to adjustment as set forth therein. In aggregate, we acquired (i) shares of Novea Preferred Stock, (ii) shares of Novea Common Stock, representing ten percent ( ) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company. ) units (“Units”), each Unit having a stated value of $ and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for
As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that is owned by the current controlling shareholders of the Company, issued to Novea on behalf of the Company ten (10) secured $5,000,000 notes (each a “Collateral Note”), totalling $50,000,000. The Collateral Notes were due on demand and we had the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.
As of December 31, 2021, investments consisted of the acquisition of redeemable preferred stock in connection with the Novea Stock purchase agreement as stated above. The Company acquired five hundred thousand (10 years. The amortized cost was $50,000,000 as of December 31, 2021. The Novea Common Stock and warrants purchased were considered to have had a de minimis value as of December 31, 2021. Novea issued shares of Novea Common Stock, representing ten percent ( %) of Novea’s common stock outstanding as of December 31, 2021. The shares issued had no par value. Novea is a private company and does not have a readily determinable fair value.
) units (“Units”), each Unit having a stated value of $ and consisting of one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) which was classified as held to maturity, with a term ofOn September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company delivered to Novea for cancellation: (a) All issued certificates for 50,000,000 shares of Novea Common Stock. shares of Novea Preferred Stock. (b) Warrants to purchase up to $
As consideration to the Company in exchange for agreeing to the Modification, the company retained the shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional shares so that the Company maintained a minimum of % of the total outstanding shares as of December 31, 2022.
As at December 31, 2022, management impaired the Company’s equity investment in Novea to 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.
On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, the Company agreed to purchase from CRHI 10 million to be paid over a ten year period. The initial payment of $1 million was completed, however the transaction closing was contingent upon New Jersey Department of Banking and Insurance approval and other customary closing conditions. shares of Class A Common Stock of CRHI, over a ten year period, for a total purchase price of $
On October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, the Company agreed to purchase from CRHI 10,000,000. Such purchase price was payable in the form of a demand promissory note. shares of Class B Stock of CRHI for a purchase price of $
Reclassification
F-10 |
On November 16, 2021, we entered into a stock purchase agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the stock purchase agreement, the Company agreed to purchase shares representing 9.9% of CRHI for a purchase price of $2,650,000. Closing of the acquisition was subject to receipt of regulatory approvals and other customary closing conditions. During 2021, the Company also 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 to be subscribed to in equal instalments of $2,500,000 paid annually for a 10-year period.
On November 21, 2022, the Company entered into a Rescission agreement with Citadel Risk Holdings and Citadel Reinsurance Company Limited, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company and Citadel Reinsurance Company. Notwithstanding any of the terms and conditions contained within the agreements, agreed to cancel from inception with no further liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note Issuance Agreement and the Collateral Agreement. The initial deposit of $1,000,000 was repaid to the Company during 2022.
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.
Certain priorLevel 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 amounts have been reclassifiedrevolving credit facility agreement to conformprovide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. During 2022 and 2021 the Company advanced $167,300 and $163,500, respectively to Novea, Inc. The outstanding principal was $330,800 and $163,500 as of December 31, 2022 and 2021, respectively. As of December 31, 2022, and December 31, 2021 there was $4,669,200 and $4,836,500, respectively 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 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. As of December 31, 2022, the Company’s valuation allowance for the credit facility was $330,800 which was recorded as a reduction to current year presentation.assets on the balance sheet. 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.
F-11 |
NOTE D6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE
SCHEDULE OF RELATED PARTY TRANSACTION
December 31, 2022 | December 31, 2021 | |||||||
Due to Related Parties | ||||||||
Newpoint Financial Corp (Wyoming) (1) | $ | 273,747 | $ | 50,000,000 | ||||
Newpoint Reinsurance Limited (2) | $ | 263,500 | $ | 163,500 | ||||
Newpoint Capital Limited (3) | $ | 1,724,829 | $ | 68,021 | ||||
Total | $ | 2,262,076 | $ | 50,231,521 |
(1) | Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $5,000,000, Collateral Notes and the accompanying Collateral Pledge and Security Agreement dated December 10, 2021 which in turn settled the majority of the Company’s related party liability with NPFC SPV1. The total interest expense related to the LFA with NPFC SPV 1 for 2022 was approximately $393,000 of which $273,747 is payable to NPFC SPV1 as of December 31, 2022 and is included in the due to related parties on the accompanying balance sheet. | |
(2) | Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021, the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. There is no interest charged on the RCFA. As of December 31, 2022 and December 31, 2021, the Company has additional available borrowings of $836,500 after it was provided $163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. | |
(3) | Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,656,808 and $68,021 of expenses on behalf of the Company for 2022 and 2021, respectively. Newpoint Capital Limited made a deposit payment of $1,000,000 to AMIC, on behalf of the Company, as part of its agreement (Note 9b). On November 23, 2022, the Company entered into a recission agreement with AMIC (Note 4 to the Financial Statements), and the $1,000,000 deposit was returned to the Company. Newpoint Capital Limited also made a payment of $167,300 to fund the credit commitment agreement with Novea (Note 5 to the Financial Statements) in 2022. Both amounts are included in payables to Newpoint Capital Limited as of December 31, 2022. There is no interest charged on the borrowings. The remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. Newpoint Capital Limited also provides administrative and accounting services to the Company. No fees were charged for these respective services with the cost of said services valued at approximately $25,000 for 2022. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. | |
During 2022, the Company entered into consulting agreements with members of management. The Company incurred $60,000 of consulting expenses. These amounts are included in professional fees in the accompanying statement of operations for the year ended December 31, 2022. These fees were paid by Newpoint Capital Limited on behalf of the Company for the period ended December 31, 2022 and are included as part of the amounts due to Newpoint Capital Limited at December 31, 2022. |
NOTE 7 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue $0.001$ per share. shares of preferred stock with a par value of
Judo Capital Corp.
Formerly Classic Rules Judo Championships, Inc.
Notes to Consolidated Financial Statements
There were 2016 and 2015
NOTE D – STOCKHOLDERS’ DEFICIT (CONTINUED)
Preferred Stock (continued)
On June 3, 2015, the Company accepted the conversion of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.
There was 0 shares of Series A Preferred Stock issued and outstanding at2022 or December 31, 2016 and 2015.2021.
Common Stock
The Company is authorized to issue up to $0.001$ per share. shares of common stock with a par value of
On June 3, 2015, the Company accepted the conversion As of all outstanding shares of Series A Preferred Stock and issued 200,000 shares of common stock in exchange for 500,000 shares of Series A Preferred Stock.
On October 15, 2015, the Company issued 50,000,000 shares of common stock Gladstone Ventures, LLC which the Company’s CEO is a Managing Member, for cash proceeds of $30,000 and a subscription receivable of $30,000, which was subsequently collected on October 4, 2016.
In November 2015, certain shareholders of the Company expressed dissatisfaction. While no legal action was taken by the shareholders, the Company deemed it was in its best interest to settle with the shareholders by issuing a total of 165,480 shares of common stock. The common stock issuance was treated as an equity financing activity and adjusted against additional paid in capital.
On November 4, 2015, the Company issued a total of 34,520 shares of common stock fair valued at $41 for professional services performed related to settling with the dissatisfied shareholders.
At December 31, 20162022 and 2015December 31, 2021 there were 69,322,426 shares of common stock issued and outstanding. During the twelve months ended December 31, 2021, the Company issued shares to settle related party liabilities.
F-12 |
NOTE E8 – INCOME TAXES
TheDeferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax provision differs frompurposes. Significant components of the amount computed by applying the U.S. Federal and state statutory corporate income tax rates as follows:
Years Ended December 31, | ||||||||
2016 | 2015 | |||||||
U.S Statutory Corporate Income Tax Rate | (34.0 | )% | (34.0 | )% | ||||
State Income Tax | (7.0 | )% | (7.0 | )% | ||||
Change in Valuation Allowance on Deferred Tax Asset | 41.0 | % | 41.0 | % | ||||
Effective Rate | — | % | — | % |
NetCompany’s deferred tax assets, at federal rate of 21%and liabilities consiststate rate of the following components:7%, at December 31, 2022 and 2021 are as follows:
SCHEDULE OF DEFERRED TAX ASSETS
December 31, 2015 | December 31 2015 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carry-forward | $ | 142,645 | $ | 130,558 | ||||
Valuation Allowance | (142,645 | ) | (130,558 | ) | ||||
Net Deferred tax assets | $ | — | $ | — |
2022 | 2021 | |||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Net operating loss carry forward | $ | 230,531 | $ | 148,985 | ||||
Allowance for Credit Facility | 92,624 | - | ||||||
Accrued expenses | 76,440 | - | ||||||
Valuation Allowance | (399,595 | ) | (148,985 | ) | ||||
Net deferred tax asset | $ | - | $ | - |
The Company’s net operating loss carry forwards was $823,326 as of $347,915 will begin to expire in 2028.
Judo Capital Corp.
Formerly Classic Rules Judo Championships, Inc.
Notes to Consolidated Financial Statements
December 31,2022. Accordingly, there is no current tax expense for the year ended December 31, 20162022 and 2015December 31, 2021.
The net increase in the valuation allowance for deferred tax assets was $250,610 for the year ended December 31, 2022. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.
The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 28% for the years ended December 31, 2022 and 2021:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
2022 | 2021 | |||||||
December 31, | ||||||||
2022 | 2021 | |||||||
Income tax benefit at statutory rate | $ | 375,185 | $ | 24,410 | ||||
Valuation allowance other | (375,185 | ) | (24,410 | ) | ||||
Income Tax Expense (Benefit) | $ | - | $ | - |
The fiscal years 2018 through 2022 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
We did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended December 31, 2022 or December 31, 2021 due to the operating losses experienced during the years ended December 31, 2022 and December 31, 2021. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
During 2021, the Company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loans 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%. (See Note 5 to the Financial Statements).
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. As of December 31, 2022 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.
The former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022. He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act. Mr. Shirshac was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He did not name the Company in the suit nor allege that the Company employed him. Mr. Shirshac denies being informed he was terminated from Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $33,445.
On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for:
1. Tortious interference with existing and prospective economic advantage;
2. Negligent interference with existing and prospective economic advantage;
3. Trade libel;
4. Violation of business and professions code section 17200 and request for injunctive relief.
The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.
The complaint filed with regard to the BMA, is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the expected costs as the matter is in an early stage and further disclosure of anticipated amounts may prejudice proceedings.
NOTE 10 –SUBSEQUENT EVENTS
On March 15, 2023, the Company entered into a Loan facility agreement to lend up to $1,000,000 to Mutual Holdings Inc (an affiliated entity). On March 21, 2023, the Company made a payment of $500,000 to Mutual Holdings Inc. The Loan shall be repaid within 12 months and interest on the loan will be charged at a flat rate of 10%.
F-13 |
NOTE F – RELATED PARTY TRANSACTIONSItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On February 2, 2023, Mahoney Sabol & Company, LLP and Advisors (“Mahoney Sabol & Company, LLP”) was dismissed as the Company’s independent auditor. The decision to dismiss Mahoney Sabol & Company, LLP was approved by the Company Board of Directors.
The reports of Mahoney Sabol & Company, LLP on the Company’s financial statements for the year ended December 31, 2021 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that, the reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern.
During the year ended December 31, 20152021 and in the subsequent interim period through February 2, 2023 the Company received cash contributions fromdid not have any disagreements with Mahoney Sabol & Company, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Mahoney Sabol & Company LLP’s satisfaction, would have caused Mahoney Sabol & Company, LLP to make reference thereto in its report on the Company’s financial statements for such periods.
During the years ended December 31, 2021 and in the subsequent interim period through February 2, 2023, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Mahoney Sabol & Company, LLP with a related party totaling $32copy of this disclosure set forth under this Item 9 and made net repaymentsrequested that Mahoney Sabol & Company, LLP furnish a letter addressed to related parties of $74. Additionally, there was $128 which was expenses paid by this related party on behalfthe Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the Company. Theletter from Mahoney Sabol & Company, currently operates outLLP is attached hereto as Exhibit 16.1.
On February 2, 2023, the Company engaged PKF O’Connor Davies, LLP (“PKF”) as the Company’s independent registered public accounting firm.
During the years ended December 31, 2022 and December 31, 2021, and in the subsequent interim period through February 2, 2023, the Company did not consult with PKF with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the office related party freetype of rent.audit opinion that would have been rendered on the Company’s financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
ThereThe decision to engage PKF was $0 due to related parties as of December 31, 2016 and 2015.
On October 15, 2015, the Company issued 50,000,000 shares of common stock to Gladstone Ventures, LLC whichapproved by the Company’s CEO is a Managing Member, for cash proceeds of $30,000 and a subscription receivable of $30,000, which was subsequently collected on October 4, 2016.
NOTE G – COMMITMENTS AND CONTINGENCIES
During the third quarter of 2014, the Company identified fraudulent activities entered into by its former CEO who is also a former member of the Board of Directors. The former officer and director of the Company entered into certain employment agreements and convertible notes payable without the proper authorization of the Company or other members of its Board of Directors. The employment agreements and convertible notes payable were entered into during the three months ended June 30, 2014. The Company assessed its potential responsibility for these liabilities entered into and determined it to be remote due to the former officer not having received approval from the Company board of directors to enter into such transactionsdirectors.
Item 9A. Controls and the employment agreements and notes being entered into through a fictitious entity with which the Company has no previous or current affiliation with. As such, the impacts of these agreements are not reflected in these financial statements.Procedures.
NOTE F – SUBSEQUENT EVENTS
The Company amended its Certificate of Incorporation on February 15, 2017 to change its name from Classic Rules Judo, Inc. to Judo Capital Corp.
On February 21, 2017, the Company received $20,000 under its credit facility to Delshah Ventures to fund general working capital requirements.
None.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission, or the SEC defines the term "disclosure“disclosure controls and procedures"procedures” to mean a company'scompany’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 Securities and Exchange Commission'sSEC’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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer'sissuer’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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC'sSEC’s rules and forms and that information required to be disclosed is accumulated and communicated to its chief executive and chief financial officersofficer to allow timely decisions regarding disclosure.
9 |
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer, and our 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 havehas concluded that the Company'sCompany’s disclosure controls and procedures were not effective as of such date.
Management'sManagement’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"(“GAAP”). The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and l5d-15(f) under the Exchange Act. A company'scompany’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
● Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Management, including the Chief Executive Officer, and Chief Financial Officer, does not expect that the Company'sCompany’s disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
With the participation of the Chief Executive Officer and Chief Financial Officer, our managementManagement has evaluated the effectiveness of the Company'sCompany’s internal control over financial reporting as of December 31, 20162022 based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 2013 Framework. Based on that evaluation, our management has concluded that, as of December 31, 2016,2022, the Company had material weaknesses in its internal control over financial reporting.
Specifically, management identified the following material weaknesses at December 31, 2016:2022:
● As of December 31, 2022 there were material weaknesses in the Company’s internal controls over financial reporting with regard to properly classifying expenses to the appropriate expense accounts and in determining whether certain expenses were reimbursable from related party entities, as well as in capturing and recording all year-end liabilities as part of its cut off procedures.
● As of December 31, 2022, there was a lack of segregation of duties, in that we had an insufficient amount of people to support the payment function and respective accounting-related duties.
● As of December 31, 2022, there were no independent directors and no independent audit committee.
As a result of the material weakness described above, management has concluded that, as of December 31, 2016,2022, the Company’s internal control over financial reporting, involving the preparation and reporting of our financial statements presented in conformity with GAAP, were not effective.
We understand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when practical and necessary.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management'smanagement’s report in this annual report.
10 |
Item 9B. Other Information.
On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand (500,000) units (“Units”), each Unit having a stated value of $100 and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) 2.503474 shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for ten years for additional shares of common stock of up to $50,000,000, subject to adjustment as set forth therein. In aggregate, we acquired (i) 500,000 shares of Novea Preferred Stock, (ii) 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company.
As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an affiliated entity issued to Novea ten (10) secured $5,000,000 notes (each a “Collateral Note”), totaling $50,000,000. The Collateral Notes are due on demand and we have the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.
On September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company shall deliver to Novea for cancellation: (a) All issued certificates for 500,000 shares of Novea Preferred Stock. (b) Warrants to purchase up to $50,000,000 shares of Novea Common Stock.
Prior to the acquisition of an interest in Novea, which closed on December 16, 2021 we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the acquisition, we have ceased to be a shell company. The information contained in this filing includes “Form 10 information”, in accordance with Item 2.01 of SEC Form 8-K.
As consideration to the Company in exchange for agreeing to the Modification, the company retained the 1,251,737 shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. In addition, Novea delivered an additional 1,593,437 shares so that the Company shall maintain 10% of the total outstanding shares as of December 31, 2022.
On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, we agreed to purchase from CRHI 45,000 shares of Class A Common Stock of CRHI, over a ten year period, for a total purchase price of $10 million to be paid over a ten year period. The initial payment of $1 million has been made, however the transaction closing was contingent upon New Jersey Department of Banking and Insurance approval and other customary closing conditions.
ChangesOn October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, we agreed to purchase from CRHI 10,000,000 shares of Class B Stock of CRHI for a purchase price of $10,000,000. Such purchase price is payable in Internal Control over Financial Reportingthe form of a demand promissory note.
There wereOn November 16, 2021, we entered into a stock purchase agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the stock purchase agreement, we agreed to purchase shares representing 9.9% of CRHI for a purchase price of $2,650,000. Closing of the acquisition was subject to receipt of regulatory approvals and other customary closing conditions.
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On November 21, 2022, we entered into a Rescission agreement with Citadel Risk Holdings, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company. Notwithstanding any of the terms and conditions contained within the agreement, agreed to cancel from inception with no changesfurther liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note issuance Agreement and the Collateral Agreement. The initial deposit of $1,000,000 was repaid to the Company during 2022.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in our internal control over financial reportingsettlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that occurred duringindemnification only extends to expenses including attorneys’ fees incurred in connection with the period covereddefense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by this reporta corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
The Company’s bylaws provides that have materially affected, or are reasonably likelyit will indemnify, to materially affect, our internal control over financial reporting.
None.
PART III
Our directors hold office until the annual meetingextent permitted by its certificate of shareholders next held after their election. Ourincorporation, its officers and directors are as follows:
Craig Burton
Craig H. Burton attended University of South Carolina-Coastal and was a duly licensed Real Estate agent in the State of New York. Craig has run a communications business the last 5 years. He is in charge of all company matters at P Laser Company.
Lorenzo DeLuca
Lorenzo DeLuca, age 65, is an attorney who was admitted to practice in the state of New York in 1976. He has been employed by Delshah Capital, LLC for the last five years. Mr. DeLuca has an AB in Economics from Rutgers College 1971 and a JD from New York Law School 1975.
Ralph Porretti
Ralph Porretti, age 66, is a New York State Licensed Real Estate Agent who has been the Commercial Division Manager for Century 21 Smart for the last 1½ years. He was employed by Cornerstone Realty for the previous six years
Audit Committee
The Board of Directors does not have a Compensation, Audit, or Nominating Committee. The usual functions of such committees are performed by the entire Board of Directors. The Board of Directors has determined that at present we do not have an independent audit committee financial expert. The Board believes that the memberssole discretion of the Board of Directors, are collectively capablemay indemnify its employees and agents.
The Delaware General Corporation Law permits a corporation to provide in its certificate of analyzingincorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
● | any breach of the director’s duty of loyalty to the corporation or its stockholders; | |
● | acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law | |
● | payments of unlawful dividends or unlawful stock repurchases or redemptions; or | |
● | any transaction from which the director derived an improper personal benefit. |
The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and evaluatingwill not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers:
Name | Age | Position(s) | ||
Keith Beekmeyer | 59 | Chief Executive Officer, Director and Chairman | ||
Andrew Bye | 58 | Chief Risk Officer and Director | ||
Julian Jammine | 41 | Chief Financial Officer | ||
Thi A.H. Nguyen JD | 44 | Chief Legal Officer |
Keith Beekmeyer has been chief executive officer of the Company since January 28, 2022 and Chairman of the Company since February 9, 2021. Since December 2021, Mr. Beekmeyer has been Chief Executive Officer and Director of NFG Sarl (Switzerland), a financial statementsholding company, and understanding internal controlssince October 2016, Mr. Beekmeyer has been Chief Executive Officer and procedures for financial reporting. In addition, we have been seekingDirector of Newpoint Capital Limited (UK), a provider of Commercial Indemnities and continue to seek an appropriate individualGuarantees. His executive experience qualifies him to serve on our board of directors.
Andrew Bye has been chief risk officer and a director of the Company since February 2021. He is a Chartered Insurance Practitioner ACII and, SIRM. A Member of the Chartered Insurance Institute and The Institute of Risk Management. Andy has over 40 years’ experience of risk management, insurance, and structured finance. He has held senior positions for a number of international companies in a professional capacity.
Julian Jammine joined the company from January 2022 as chief financial officer. He is a big four qualified chartered accountant with over 14 years qualified experience working in financial services and start-up companies. He has a range of experience in the asset management and insurance industries. From 2020 to 2021 Mr. Jammine was chief financial officer of Rakq Wines Limited. From 2016 to 2019 he was head of finance for CafePod Limited.
Thi A.H. Nguyen JD has been an attorney for 17 years receiving his law degree from Loyola Law School of Los Angeles.
He began his career in the Office of the Governor under former Governor Gary Locke. He also was a delegate on several trade missions with Governor Locke and the State’s Secretary of State Sam Reed to China and Vietnam.
Thi built upon his experience in the public sector and transitioned to the private practice of law. He would go on to represent large Vietnamese companies that include a cement manufacturer, textiles company, pharmaceutical distributor, and import/exporters with aspects of international commerce.
As NPFC’s Chief Legal Officer he is responsible for oversight of the Company’s global legal strategy.
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Corporate Governance
Board of Directors Term of Office
Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.
Board Committees
We have not established any committees of the board of directors due to the small size of the Company and the Audit Committee who will meetboard. We do not have an audit committee financial expert because we do not have the requirements necessaryresources to be an independentretain one.
No Family Relationships
There is no family relationship between any director and executive officer or among any directors or executive officers.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past ten years:
1. | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; | |
4. | being found by a court of competent jurisdiction in a civil action, the SEC or the CFTC to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
5. | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
6. | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial expert.officer, and principal accounting officer. Our code of ethics is posted on our website (www.newpointfinancialcorp.com.) Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this report.
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Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executivethe Company’s officers and directors, and beneficial owners of more than ten percent (10%) to report their beneficial ownership of equity interests in the company to the SEC. Their initial reports are required to be filed using the SEC's Form 3, and they are required to report subsequent purchases, sales, and other changes using the SEC's Form 4, which must be filed within two business days of most transactions. Officers, directors, andcertain persons owningwho own more than 10% of our capital shares are required by SEC regulations to furnish us with copiesa registered class of all of reports they file pursuant to Section 16(a).
Code of Ethics
In 2008, the Company adopted a “Code of Ethics” that applies to the Company’s Chiefequity securities (collectively, “Reporting Persons”), to file reports of ownership and changes in ownership (“Section 16 Reports”) with the Securities and Exchange Commission (the “SEC”).
Item 11. Executive Officer, Chief Financial Officer, principal accountingCompensation.
We did not pay any compensation to any executive officer in 2022 or controller, and persons performing similar such functions.2021.
The following table provides summary information forEmployment Agreements
We are not party to any employment agreements.
Outstanding Equity Awards at 2022 Fiscal Year-End
We did not have any outstanding equity awards as of December 31, 2022.
Director Compensation
We did not pay any compensation to our directors during the fiscal yearsyear ended December 31, 20162022 for services as director.
Item 12. Security Ownership of Certain Beneficial Owners and 2015concerning cashManagement and non-cash compensation paid or accrued by us for our executive officers in excess of $60,000.Related Stockholder Matters.
Name/ Position | Year | Salary | Bonus | Stock | Other | Total | ||||||||||||||||
Craig Burton | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Chief Financial Officer | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Lorenzo DeLuca | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Chief Executive Officer | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Ralph Porretti | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Chief Operating Officer | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Employment Contracts
The Company currently has no employees on the payroll. The Company entered into a Management Agreement with the executive officer of the Company.
Family Relationships
There are no family relationships among the Company’s current directors, executive officers, or other persons nominated or chosen to become officers or executive officers.
The following table sets forth certain information, regardingas of March 31, 2023, with respect to the beneficial ownership of ourthe outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as of December 31, 2016. The information in this table provides thea group.
We have determined beneficial ownership information for:
Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includesSEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The table lists applicable percentage ownership based on 19,153,923 shares of common stock outstanding as of March 31, 2023. In addition, under SEC rules, beneficial ownership of common stock include shares of our common stock issuable pursuant to the shares.conversion or exercise of securities that are either immediately exercisable or convertible into common stock or exercisable or convertible into common stock within 60 days of March 31, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons namedor entities identified in thethis table below have sole voting and investment power with respect to the number ofall shares indicatedshown as beneficially owned by them.them, subject to applicable community property laws. The address of each shareholder except as otherwise indicated as c/o Newpoint Financial Corp., 433 North Camden Drive, Suite 725, Beverly Hills, CA 90210.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Common Class | ||||||
Keith Beekmeyer | (1)10,837,500 | 56.6 | % | |||||
Andrew Bye | (2) 3,825,000 | 19.9 | % | |||||
Julian Jammine | - | - | ||||||
All Officers and Directors as Group (4 persons): | 14,662,500 | 76.6 | % | |||||
Suisse Capital Limited | 10,837,500 | 56.6 | % | |||||
24 L&A Limited UK | 3,825,000 | 19.9 | % |
(1) Represents shares held by Suisse Capital Limited. Mr. Beekmeyer is the managing director of Suisse Capital Limited.
(2) Represents shares held by 24 L&A Limited UK. Mr. Bye is the managing director of 24 L&A Limited UK.
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Title of Class | Name and Address | Number of Shares | Percent of Class | ||||||||||||||
Preferred | Common | Preferred | Common | ||||||||||||||
Common Stock | Gladstone Ventures, LLC 114 East 13th St., FRNT 1 New York, NY 10003 | 56,995,271 | 82.2 | % | |||||||||||||
Common Stock | Friction & Heat, LLC PO Box 3143 Liverpool, NY 13089 | 6,730,222 | 9.7 | % | |||||||||||||
Common Stock | Officers and Directors as a group (one person)(1) | 148,520 | 0.2 | % |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
2022 | 2021 | |||||||
Due to Related Parties | ||||||||
Newpoint Financial Corp (Wyoming) (1) | $ | 273,747 | $ | 50,000,000 | ||||
Newpoint Reinsurance Limited (2) | $ | 263,500 | $ | 163,500 | ||||
Newpoint Capital Limited (3) | $ | 1,724,829 | $ | 68,021 | ||||
Total | $ | 2,262,076 | $ | 50,231,521 |
(1) | ||
(2) | Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021, the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. There is no interest charged on the RCFA. As of December 31, 2022 and December 31, 2021, the Company has additional available borrowings of $836,500 after it was provided $163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. | |
(3) | Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $1,656,808 and $68,021 of expenses on behalf of the Company for 2022 and 2021, respectively. Newpoint Capital Limited made a deposit payment of $1,000,000 to AMIC, on behalf of the Company, as part of its agreement (Note 9b). On November 23, 2022, the Company entered into a recission agreement with AMIC (Note 4 to the Financial Statements), and the $1,000,000 deposit was returned to the Company. Newpoint Capital Limited also made a payment of $167,300 to fund the credit commitment agreement with Novea (Note 5 to the Financial Statements) in 2022. Both amounts are included in payables to Newpoint Capital Limited as of December 31, 2022. There is no interest charged on the borrowings. The remaining portion of the outstanding payable pertains to accounting, auditor fees, consulting fees and fees associated with filings with the SEC for annual and quarterly reports. Newpoint Capital Limited also provides administrative and accounting services to the Company. No fees were charged for these respective services with the cost of said services valued at approximately $25,000 for 2022. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. |
During 2022, the Company entered into consulting agreements with members of management. The Company incurred $60,000 of consulting expenses and legal expenses. These amounts are included in professional fees in the accompanying statement of operations for the year ended December 31, 2022. These fees were paid by Newpoint Capital Limited on behalf of the Company for the period ended December 31, 2022 and are included as part of the amounts due to Newpoint Capital Limited at December 31, 2022.
Director Independence
We do not have any independent directors.
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Item 14. Principal Accountant Fees and Services.
Since January 1, 2015, we have had no reportable transactions with related parties and none are currently proposed.
The following table sets forthpresents fees billed to usfor professional audit services rendered by our auditorsPKF O’Connor Davies, LLP (“PKF”) or MahoneySabol CPA’s and Advisors (“MahoneySabol”) or Boyle CPA LLC (“Boyle”), as applicable, during theour fiscal years ended December 31, 20162022 and 2015 for: (i)2021.
December 31, 2022 | December 31, 2021 | |||||||
Audit Fees—PKF | $ | 53,247 | $ | – | ||||
Audit Fees—Mahoney Sabol | $ | 102,365 | $ | 30,000 | ||||
Audit Fees—Boyle | $ | 1,500 | $ | – | ||||
Total | $ | 157,112 | $ | 30,000 |
Audit Fees. Audit fees consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2022 and the review2021 and for reviews of our quarterlyinterim financial statements (ii) services byincluded in our auditor that are reasonably related to the performance of the audit or review of our financial statementsQuarterly Reports on Form 10-Q.
Tax Fees. PKF, MahoneySabol and that areBoyle did not reported as Audit Fees, (iii) services rendered in connection withperform any tax compliance tax adviceservices for us during the years ended December 31, 2022 or 2021.
All Other Fees. PKF, MahoneySabol and tax planning, and (iv) allBoyle did not receive any other fees from us for services rendered.the years ended December 31, 2022 or 2021.
FIRM | FISCAL YEAR 2016 | FISCAL YEAR 2015 | ||||||
(i), (ii) Audit Related Fees: | ||||||||
MaloneBaily, LLP | $ | 8,000 | $ | 8,000 | ||||
(iii) Tax Fees | $ | - | - | |||||
(iv) All Other Fees | $ | - | $ | - | ||||
TOTAL FEES | $ | 8,000 | $ | 11,000 |
The Company’s board of directors, acting as our audit committee pre-approved each engagement of our independent registered public accounting firm.
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PART IV
Item 15 Exhibits.
Certificate of Incorporation (1) |
(a) Exhibits:
Amendment to | ||
3.6 | Bylaws (1) | |
4.1 | Description of |
14.1 |
EX-101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
EX-101.SCH | Inline XBRL Taxonomy Extension Schema Document |
EX-101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
EX-101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
EX-101.LAB | Inline XBRL Taxonomy Extension |
EX-101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
EX-104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
(1) Incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010.
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SIGNATURES
SIGNATURES
In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there untothereunto duly authorized.
Dated: May 5, 2023 | By: | /s/ Keith Beekmeyer |
Keith Beekmeyer | ||
Chief Executive Officer (principal executive officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Keith Beekmeyer | Chief Executive Officer and Director | May 5, 2023 | ||
Keith Beekmeyer | (Principal executive officer) | |||
/s/ Andrew Bye | Director | May 5, 2023 | ||
Andrew Bye | ||||
/s/ Julian Jammine | ||||
Julian Jammine | Chief Financial Officer | May 5, 2023 | ||
(principal financial and accounting officer) |