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, 2020transition period from ________________ to________________________.

Commission file number 333-167451File Number 000-54953

NEWPOINT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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: (860) 574-9190code)

JUDO CAPITAL CORP.

Former Registrant’s Name

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 Act:Act. Yes [   ] ☐ No [X] ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:Exchange Act. Yes [   ] ☐ No [X] ☒

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: days. Yes [X] ☒ No [   ]☐

Indicate by check mark if disclosure of delinquent filerswhether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part IIIS-T (§ 232.405 of this Form 10-K or any amendmentchapter) during the preceding 12 months (or for such shorter period that the registrant was required to this Form 10-K: submit such files). Yes [   ] ☒ No [X]☐

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 definition of “accelerated filer”, “large accelerated filer”filer,” “accelerated filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

(Check one):

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 Exchange 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 (Juneon June 30, 2020): $0.2022 was $224,100.

IndicateAs of March 31, 2023, the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 216,185Registrant had 19,153,923 shares of common stock, as of March 31, 2020.par value $0.001 issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE – None.

Documents incorporated by reference: None.

NEWPOINT FINANCIAL CORP.

FORM 10-K

TABLE OF CONTENTS

PART I

ITEM 1. FORWARD LOOKING STATEMENTSBUSINESS

FORWARD-LOOKING STATEMENTS; This annual reportAnnual Report on Form 10-K contains certain forward-looking statements. The statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. In addition,regarding Newpoint Financial Corp. (formerly Judo Capital Corp.) (the “Company”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 “Newpoint”), may from time to time make oral“plans,” or comparable terminology, are forward-looking statements. Actual results are uncertainstatements based on current expectations and may be impacted by many factors. In particular, certainassumptions, and entail 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:

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.

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 notacquisition of an interest in American Millennium Insurance Co., a New Jersey based insurance company (see Item 9b) through the purchase of shares of its parent company, Citadel Risk Holdings Inc. During 2021, the Company agreed a subscription agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the agreement, we agreed to purchase Class A ordinary shares representing 100% of Citadel Reinsurance Company Limited to be considered an indicatorsubscribed to in equal instalments of future performance,$2,500,000 paid annually for a 10-year period. The proposed deal with American Millennium Insurance Co., Citadel Risk Holdings Inc. and investors should not use historical trends to anticipate results or trends in future periods.Citadel Reinsurance Company Limited was rescinded on November 21, 2022.

History

History

Newpoint Financial Corp. (“Newpoint”)

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

Our Business

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had planned to operate in real estate investment market focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. OnIn February 9, 2021 new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware).

EmployeesHuman Capital

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

Item 1A. Risk Factors.

As of December 31, 2020, we had no employees other than our officer and director.

Facilities

Our executive, administrative and operating offices are located at 269 Forest Ave. Staten Island, NY 10301.

We have no policies with respect to investments in real estate, interests in real estate, real estate mortgages, securities or interests in persons primarily engaged in real estate activities.

ITEM 1A.RISK FACTORS

Emerging growth companies area smaller reporting company, the Company is not required to provide the information required byunder this item.

ITEM 2. Item 1B. Unresolved Staff Comments.PROPERTIES

Our new office space is located at:

Newpoint Financial Corp

290 State Street

New London, CT 06320

Our telephone number is (860) 574-9190

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company may beAs a party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business. At present, there are no pending legal proceedings to whichsmaller reporting company, the Company is not required to include the disclosure under this item.

Item 2. Properties.

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

Item 3. Legal Proceedings

The former Chief Financial Officer, Gary Shirshac, filed a party orlawsuit in which any director, officer or affiliatethe 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 Company, any owner of record or beneficially of more than 5% of any class of voting securitiesConnecticut Wage Act.

Mr. Shirshac was also the Chief Financial Officer of the Company, or security holder is a party adverse toCompany. He was terminated from Newpoint Wyoming and the Company oron 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 a material interest adversesought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company.

Except as set forth above, we are not party to, the Company. The Company’sand our property is not the subject of, any pendingmaterial legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEMItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

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 December 31, 2020 and the date of this filing, March 31, 2021,2022, there were 216,185 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

None.

ITEMItem 6. [Reserved.]SELECTED FINANCIAL DATA

Emerging growth companies are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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

Newpoint Financial Corp. (“Newpoint”) was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. The entity is referred to as “the Company”. The Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament; this subsidiary is no longer active and has ceased to exist. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had planned to operate in real estate investment market focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment activities. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware).

Critical Accounting Policies

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.

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

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

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

Revenue Recognition

The Company has not yet generated revenues from its planned activities.

Results of Operations for the twelve months ended December 31, 2022 and December 31, 2021

Revenues.Revenues . The Company had no revenue during the yearyears ended December 31, 2020 or2022 and December 31, 2019.2021.

Cost of Revenues.Revenues . The Company had no cost of revenue for the years ended December 31, 2020 or December 31, 2019. 

General and Administrative Expenses. The Company incurred general and administrative expenses of $1,246 and $865revenues during the years ended December 31, 20202022 and December 31, 2019, respectively. The increase is related to filings fees associated with the SEC for annual2021.

General and quarterly reports.

Professional Expenses.Administrative Expenses. The Company incurred professional$168,093 and $27,926 of general and administrative expenses of $14,012 and $13,743 during the years ended December 31, 20202022 and 2019,December 31, 2021, respectively. The costs increase related to insurance, travel, subscriptions and IT services.

Professional Fees. The Company incurred $464,198 and $59,252 of professional fees during the years ended December 31, 2022 and December 31, 2021, respectively. The increase in professional fees is related to accounting and auditor fees associated with filings with the SEC for annual and quarterly reports.

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 expensestransfer agent costs during the period.

Bad Debt expense. The Company incurred $330,800 and professional expenses,$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 $15,258$963,091 and $14,608 for$87,178 during the years ended December 31, 20202022 and December 31, 2019,2021, respectively. The increase in net loss is a result of increased professional fees, bad debt expense and general and administrative expenses incurred during the year.

Other Income (Expense). The Company incurred interest expense of $3,000$406,614 and $0 during the years ended December 31, 20202022 and December 31, 2019,2021 , respectively. The Company recognizedincrease in the interest expense is a gain on debt forgivenessresult of $7,805 during the year ended December 31, 2020.interest payable due to Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc.

Net Loss.Profit/Loss. The Company incurred a net loss of $10,453$1,339,948 and $17,608$87,178 during the years ended December 31, 20202022 and December 31, 2019,2021, 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, 2019, we2021, the Company had cash of $78,$5,843, with current assets totaling $78totalling $5,843 and current liabilities totaling $83,390totalling $99,751 creating a working capital deficit of $83,312.$93,908. Current liabilities consisted of accounts payable and accrued liabilities totaling $12,299,expense totalling $31,730, and a related party payable of $16,885, related party interest payable$68,021.

As of $8,156 and a related party loan payable of $46,050.

At December 31, 2020, we2022, the Company had cash of $0,$934,300 with current assets totaling $0totalling $941,359 and current liabilities totaling $93,765totalling $2,375,215 creating a working capital deficit of $93,765.$1,433,856. Current liabilities consisted of accountsaccount payable and accrued liabilities totaling $6,730,expense totalling $ 113,139 and related party loans payable of $29,829, related party$2,262,076.

On December 10, 2021, the Company entered into a revolving credit commitment with Novea, Inc., (See Note 5 to the Financial Statements). The initial amounts Novea can borrow from the Company under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loan in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest payableon 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 $11,156December 31, 2022, and 2021, respectively.

On December 17, 2021 the Company entered into a related party loan payableRevolving 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 $46,050.

Share Issuances

Therethree years and an option to roll the facility. During 2022 and 2021 the Company borrowed $0 and $163,500, respectively, from Newpoint Reinsurance Limited. These funds were no common or preferred shares issued duringused to fund the yearscredit 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, 20202022. During 2022, Newpoint Reinsurance Limited further provided $100,000 to support the Company’s working capital requirements.

During 2022, AMIC returned the initial deposit of $1,000,000 to the Company per the recission agreement dated November 22, 2022.

Given the complaint that the company has filed with regard to the BMA (See Item 3), the company is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the cost and further disclosure of amounts may prejudice proceedings.

As part of the company’s acquisition of Judo Capital Corp., it has committed to continue to pay the health insurance medical expenses of Timothy Cook for the period to December 2023. This amount is estimated to be $46,800.

Given the Company has not generated revenues sufficient to cover the business expenses, the Company to date has been financially supported by related party entities which are also owned by the majority shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the Company generates sufficient cashflow to support its expense requirements or December 31, 2019.completes an external capital raising.

Cash Flows

Net cash used in operating activities were $78was $934,798 and $7,203$62,178 during the years ended December 31, 20202022 and December 31, 2019,2021, respectively. Net cash used in operating activitiesThis 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, 2020 consisted of a net loss of $10,453. Net cash used in operating activitiescredit facility provided to Novea during the year ended December 31, 2019 consisted of a net loss of $17,608.2022 and 2021.

Net cash provided by in financing activities were $0was $1,863,255 and $7,050$68,021 during the years ended December 31, 20202022 and December 31, 2019,2021, respectively. Net cashThe 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, 2019 consisted of2022 and 2021, respectively. The increase in cash received fromwas due to an increase in related party loans of $7,050 from related parties.financing.

Our auditor has raised (under note 2), in their current audit report,

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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 new Directors of the Company have provided assurance to the auditor that the business plan envisaged by the new owners will demonstrate clearly to the auditors the ability to generate revenues and profits.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Emerging growth 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONTENTS

Boyle CPA, LLC

Certified Public Accountants & Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and

Board of Directors and

Stockholders of Newpoint Financial Corp. (formerly Judo Capital Corp.)

Opinion on the Financial Statements

We have audited the accompanying balance sheetssheet of Newpoint Financial Corp. (formerly Judo Capital Corp.)(the(the “Company”) as of December 31, 20202022, and 2019, the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the periodyear then ended, December 31, 2020, 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, 2020 and 2019,2022, and the results of its operations and its cash flows for each of the two years in the periodyear then ended, December 31, 2020, 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 ConcernBasis for Opinion

As discussed in Note 2 to the financial statements, the Company has no operations, has ongoing net losses, a lack of revenues, and negative cash flows from operations. These factors raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

Basis of 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 audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)(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 the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to frauderror or error.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 auditsaudit 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 auditsaudit 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 audits provideaudit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue, has generated net losses during the current and preceding years, and has an accumulated deficit of $1,872,038 as of December 31, 2022, all of which raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on receiving continued support from related companies, raising capital and generating revenue from operations. Management’s evaluation of these events and conditions and its plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Critical Audit Matters

CriticalThe 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 the audit committeethose 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. We determined that there are noThe communication of critical audit matters.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:

/s/ Boyle CPA, LLCPKF O’Connor Davis, LLP

We have served as the Company’s auditor since 2019.January 10, 2023

Bayville, NJ March

New York, New York

May 5, 2023

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 served as the Company’s auditors from 2021 through 2023

Glastonbury, Connecticut

April 15, 2022

PCAOB ID: 264

NEWPOINT FINANCIAL CORP.

BALANCE SHEETS