UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission file number 333-167451
NEWPOINT FINANCIAL CORP. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 47-2653358 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
290 State Street |
|
|
New London, CT |
| 06320 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number including area code: (860) 574-9190
JUDO CAPITAL CORP.
Former Registrant’s Name
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the 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: Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers 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 III of this Form 10-K or any amendment to this Form 10-K: 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. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting 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 |
[ ] | [ ] | [ ] | [ ] | [X] |
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. [ ]
1
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 the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was 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 (June 30, 2020): $0.
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 216,185 shares of common stock as of March 31, 2020.
Documents incorporated by reference: None.
2
NEWPOINT FINANCIAL CORP.
FORM 10-K
TABLE OF CONTENTS
|
| Page Numbers |
| PART I |
|
ITEM 1 | BUSINESS | 4 |
|
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ITEM 1A | RISK FACTORS | 4 |
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ITEM 2 | PROPERTIES | 5 |
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ITEM 3 | LEGAL PROCEEDINGS | 5 |
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ITEM 4 | MINE SAFETY DISCLOSURES | 5 |
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| PART II |
|
ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 6 |
|
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ITEM 6 | SELECTED FINANCIAL DATA | 6 |
|
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ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 6 |
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ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 8 |
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ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 8 |
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ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 9 |
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ITEM 9A | CONTROLS AND PROCEDURES | 9 |
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ITEM 9B | OTHER INFORMATION | 10 |
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| PART III |
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ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE | 11 |
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ITEM 11 | EXECUTIVE COMPENSATION | 13 |
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ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 14 |
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ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 14 |
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ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 14 |
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| PART IV |
|
ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 15 |
|
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| SIGNATURES | 16 |
3
PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS; This annual report contains certain forward-looking 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, Newpoint Financial Corp. (formerly Judo Capital Corp.) (the “Company” or “Newpoint”), may from time to time make oral forward-looking statements. Actual results are uncertain and may be impacted by many factors. In particular, certain 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, the actual results may differ materially from those projected in the forward-looking statements.
Because of these and other factors that may affect the Company’s operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
History
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.
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. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware).
Employees
The Company presently has no employees other than its officers and directors. 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.
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 are not required to provide the information required by this item.
4
ITEM 2. 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 be 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 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 pending legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
5
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our 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 qualify 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 on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.
As of December 31, 2020 and the date of this filing, March 31, 2021, there were 216,185 shares of common stock of the Company issued and outstanding.
Dividends
It has been the policy of the Company to retain earnings, if any, to finance the development and growth of its business.
ITEM 6. 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 "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or 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 responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any 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 various 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.
6
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's financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). The preparation of the financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though the Company evaluates the estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.
Certain of the Company's accounting policies that we believe are the most important to the portrayal of the Company's financial condition and results of operations and that require management's subjective judgments are described below to facilitate a better understanding of our business activities. Management bases its judgments on its experience and assumptions which it believes are reasonable and applicable under the circumstances.
Revenue Recognition
The Company has not yet generated revenues from its planned activities.
Results of Operations
Revenues. The Company had no revenue during the year ended December 31, 2020 or December 31, 2019.
Cost of 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 $865 during the years ended December 31, 2020 and December 31, 2019, respectively. The increase is related to filings fees associated with the SEC for annual and quarterly reports.
Professional Expenses. The Company incurred professional expenses of $14,012 and $13,743 during the years ended December 31, 2020 and 2019, respectively. The increase 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 general and administrative expenses and professional expenses, the Company incurred an operating loss of $15,258 and $14,608 for the years ended December 31, 2020 and December 31, 2019, respectively.
Other Income (Expense). The Company incurred interest expense of $3,000 during the years ended December 31, 2020 and December 31, 2019, respectively. The Company recognized a gain on debt forgiveness of $7,805 during the year ended December 31, 2020.
Net Loss. The Company incurred a net loss of $10,453 and $17,608 during the years ended December 31, 2020 and December 31, 2019, respectively.
7
Liquidity and Capital Resources
At December 31, 2019, we had cash of $78, with current assets totaling $78 and current liabilities totaling $83,390 creating a working capital deficit of $83,312. Current liabilities consisted of accounts payable and accrued liabilities totaling $12,299, related party payable of $16,885, related party interest payable of $8,156 and a related party loan payable of $46,050.
At December 31, 2020, we had cash of $0, with current assets totaling $0 and current liabilities totaling $93,765 creating a working capital deficit of $93,765. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payable of $29,829, related party interest payable of $11,156 and a related party loan payable of $46,050.
Share Issuances
There were no common or preferred shares issued during the years ended December 31, 2020 or December 31, 2019.
Cash Flows
Net cash used in operating activities were $78 and $7,203 during the years ended December 31, 2020 and December 31, 2019, respectively. Net cash used in operating activities during the year ended December 31, 2020 consisted of a net loss of $10,453. Net cash used in operating activities during the year ended December 31, 2019 consisted of a net loss of $17,608.
Net cash provided by financing activities were $0 and $7,050 during the years ended December 31, 2020 and December 31, 2019, respectively. Net cash provided by financing activities during the year ended December 31, 2019 consisted of cash received from related party loans of $7,050 from related parties.
Our auditor has raised (under note 2), in their current audit report, a substantial doubt about our ability to continue as a going concern. We will be unable to continue as a going concern if 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 required by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONTENTS
| Page |
Report of Independent Registered Public Accounting Firm | F-1 |
Balance Sheets | F-2 |
Statements of Operations | F-3 |
Statement of Stockholders’ Equity( Deficit) | F-4 |
Statements of Cash Flows | F-5 |
Notes to Financial Statements | F-6 |
8
Boyle CPA, LLC
Certified Public Accountants & Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of Newpoint Financial Corp. (formerly Judo Capital Corp.)
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Newpoint Financial Corp. (formerly Judo Capital Corp.)(the “Company”) as of December 31, 2020 and 2019, the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period 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, and the results of its operations and its cash flows for each of the two years in the period 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 Concern
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. 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. 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 audits 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 audits 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 provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee 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 no critical audit matters.
/s/ Boyle CPA, LLC
We have served as the Company’s auditor since 2019.
Bayville, NJ March 31, 2021
| P (732) 822-4427 | |
B Bayville, NJ 08721 |
| F (732) 510-0665 |
F-1
NEWPOINT FINANCIAL CORP.
BALANCE SHEETS
|
| December 31, |
| December 31, |
|
| 2020 |
| 2019 |
ASSETS |
|
|
|
|
Current Assets: |
|
|
|
|
Cash | $ | - | $ | 78 |
Total Current Assets |
| - |
| 78 |
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|
TOTAL ASSETS | $ | - | $ | 78 |
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LIABILITIES & STOCKHOLDER'S DEFICIT |
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Current Liabilities: |
|
|
|
|
Accounts Payable | $ | 6,730 | $ | 12,299 |
Accounts Payable - Related Party |
| 29,829 |
| 16,885 |
Interest Payable - Related Party |
| 11,156 |
| 8,156 |
Loan Payable - Related Party |
| 46,050 |
| 46,050 |
|
|
|
|
|
Total Current Liabilities |
| 93,765 |
| 83,390 |
|
|
|
|
|
Total Liabilities |
| 93,765 |
| 83,390 |
|
|
|
|
|
Stockholder's Deficit |
|
|
|
|
Preferred Stock, par value $0.001, 50,000,000 shares Authorized, 0 Issued or Outstanding at December 31, 2020 and December 31, 2019 |
| - |
| - |
Common Stock, par value $0.001, 100,000,000 shares Authorized, 216,185 shares Issued and Outstanding at December 31, 2020 and December 31, 2019 |
| 216 |
| 216 |
Additional Paid-In Capital |
| 350,931 |
| 350,931 |
Accumulated Deficit |
| (444,912) |
| (434,459) |
|
|
|
|
|
Total Stockholder's Deficit |
| (93,765) |
| (83,312) |
|
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TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ | - | $ | 78 |
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The accompanying notes are an integral part of these audited financial statements | ||||
F-2
NEWPOINT FINANCIAL CORP.
STATEMENTS OF OPERATIONS
|
| For the Year Ended | |||
|
| December 31, | |||
|
| 2020 |
| 2019 | |
Revenues: |
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| |
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| |
Expenses: |
|
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| |
General and administrative expense | $ | 1,246 | $ | 865 | |
Professional fees |
| 14,012 |
| 13,743 | |
Total Operating Expenses |
| 15,258 |
| 14,608 | |
|
|
|
|
| |
Operating Loss |
| (15,258) |
| (14,608) | |
|
|
|
|
| |
Other Income (Expense) |
|
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|
| |
Gain on Debt Extinguishment |
| 7,805 |
| - | |
Interest expense |
| (3,000) |
| (3,000) | |
|
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|
| |
Total Other Income (Expense) |
| 4,805 |
| (3,000) | |
|
|
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|
| |
Net Loss | $ | (10,453) | $ | (17,608) | |
|
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| |
Basic & Diluted Loss per Common Share | $ | (0.05) | $ | (0.08) | |
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| |
Weighted Average Common Shares Outstanding | $ | 216,185 | $ | 216,185 | |
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| |
The accompanying notes are an integral part of these audited financial statements | |||||
F-3
NEWPOINT FINANCIAL CORP.
STATEMENT OF STOCKHOLDERS' DEFICIT
| Preferred Stock |
| Common Stock |
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|
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|
| ||||
| Shares |
| Par Value |
| Shares |
| Par Value |
| Additional Paid-In Capital |
| Accumulated Deficit |
| Total Stockholders' Deficiency |
Balance as of December 31, 2017 | - | $ | - |
| 216,185 | $ | 216 | $ | (252,069) | $ | (401,284) | $ | (653,137) |
Forgiveness of Related Party Interest Payable | - |
| - |
| - |
| - |
| 3,000 |
| - |
| 3,000 |
Forgiveness of Related Party Notes Payable | - |
| - |
| - |
| - |
| 600,000 |
| - |
| 600,000 |
|
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Net Loss for the Year Ended December 31, 2018 | - |
| - |
| - |
| - |
| - |
| (15,567) |
| (15,567) |
|
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Balance as of December 31, 2018 | - |
| - |
| 216,185 |
| 216 |
| 350,931 |
| (416,851) |
| (65,704) |
|
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Net Loss for the Year Ended December 31, 2019 | - |
| - |
| - |
| - |
| - |
| (17,608) |
| (17,608) |
|
|
|
|
|
|
|
|
|
|
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|
|
Balance as of December 31, 2019 | - | $ | - |
| 216,185 | $ | 216 | $ | 350,931 | $ | (434,459) | $ | (83,312) |
|
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Net Loss for the Year Ended December 31, 2020 | - |
| - |
| - |
| - |
| - | $ | (10,453) | $ | (10,453) |
|
|
|
|
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|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020 | - | $ | - |
| 216,185 | $ | 216 | $ | 350,931 | $ | (444,912) | $ | (93,765) |
|
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The accompanying notes are an integral part of these audited financial statements | |||||||||||||
F-4
NEWPOINT FINANCIAL CORP.
STATEMENT OF CASH FLOWS
|
| For the Year Ended | ||
|
| December 31, | ||
|
| 2020 |
| 2019 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
Net Loss | $ | (10,453) | $ | (17,608) |
Adjustments to reconcile net loss to net cash |
|
|
|
|
used in operating activities: |
|
|
|
|
Gain on Debt Extinguishment |
| 7,805 |
| - |
Changes In: |
|
|
|
|
Accounts Payable |
| (10,501) |
| (9,180) |
Accounts Payable - Related Party |
| 10,071 |
| 16,585 |
Interest Payable - Related Party |
| 3,000 |
| 3,000 |
Net Cash Used in Operating Activities |
| (78) |
| (7,203) |
|
|
|
|
|
CASH FLOWS FROM FINANCING |
|
|
|
|
Proceeds from Loan Payable - Related Party |
| - |
| 7,050 |
Net Cash Provided by Financing Activities |
| - |
| 7,050 |
|
|
|
|
|
Net (Decrease) Increase in Cash |
|
|
| (153) |
Cash at Beginning of Period |
| 78 |
| 231 |
|
|
|
|
|
Cash at End of Period | $ | - | $ | 78 |
|
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|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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|
Cash paid during the year for: |
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|
|
Interest | $ | - | $ | - |
Franchise Taxes | $ | - | $ | - |
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
Reverse Stock Split 500-1 stated retroactively as of 12.31.2020 and 12.31.2019 |
|
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|
|
The accompanying notes are an integral part of these audited financial statements | ||||
F-5
(formerly Judo Capital Corp.)
Notes to Financial Statements
December 31, 2020 and December 31, 2019
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Newpoint Financial Corp. (“Newpoint”) was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. the Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company had planned to operate in real estate investment activities focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. All share and per share information has been retroactively adjusted to reflect the reverse stock split. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware).
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenues, has incurred net losses of $10,453 and $17,608 during the years ended December 31, 2020 and December 31, 2019. The Company has an accumulated deficit of $444,912 and $434,459 as of December 31, 2020 and December 31, 2019, and has experienced negative cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company needs to raise additional capital. 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 raise sufficient capital 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.
We understand from the Directors of Newpoint Financial Corp (formally Judo Capital Corp) that the new Shareholders and Directors being put in place will ensure new capitals and revenues are put into the Company.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known.
Cash and Cash Equivalents
Cash and cash equivalents includes highly liquid investments with original maturities of nine months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.
Fair Value of Financial Instruments
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
F-6
Newpoint Financial Corp.
(formerly Judo Capital Corp.)
Notes to Financial Statements
December 31, 2020 and December 31, 2019
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of the previous years ended December 31, 2020 and December 31, 2019, the Company has not recorded any unrecognized tax benefits.
Segment Reporting
The Company’s business currently operates in one segment.
Net Loss per Share
The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.
Recently Issued Accounting Pronouncements
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
F-7
Newpoint Financial Corp.
(formerly Judo Capital Corp.)
Notes to Financial Statements
December 31, 2020 and December 31, 2019
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no preferred shares issued or outstanding as of December 31, 2020 or December 31, 2019.
Common Stock
The Company is authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001 per share. At December 31, 2020 and December 31, 2019 there were 126,185 shares of common stock issued and outstanding.
NOTE 5 – INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets, at federal rate of 21% and state rate of 7%, at December 31, 2020 and December 31, 2019 are as follows:
|
| December 31, | ||
|
| 2020 |
| 2019 |
Net operating loss carry forward | $ | 124,575 | $ | 121,648 |
Valuation allowance |
| (124,575) |
| (121,648) |
Net deferred tax asset | $ | - | $ | - |
The Company’s net operating loss carry forwards of $444,912 will begin to expire in 2030.
The net increase in the valuation allowance for deferred tax assets was $2,927 for the year ended December 31, 2020. 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.
For federal income tax purposes, the Company has net U.S. operating loss carry forwards at December 31, 2020 available to offset future federal taxable income, if any, of $444,912, which will fully expire by the fiscal year ended December 31, 2040. Accordingly, there is no current tax expense for the year ended December 31, 2020 and December 31, 2019.
The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.
The effects of state income taxes were insignificant for the year ended December 31, 2020 and December 31, 2019.
F-8
Newpoint Financial Corp.
(formerly Judo Capital Corp.)
Notes to Financial Statements
December 31, 2020 and December 31, 2019
NOTE 5 – INCOME TAXES (CONTINUED)
The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% and 34% for the year ended December 31, 2020 and 2019, respectively:
|
| December 31, | ||
|
| 2020 |
| 2019 |
Income tax benefit at statutory rate | $ | 2,927 | $ | 4,930 |
Change in valuation allowance |
| (2,927) |
| (4,930) |
| $ | - | $ | - |
The fiscal years 2012 through 2020 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
On December 22, 2017, the Tax Cuts and Jobs Act was enacted. This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates. As the deferred tax asset is fully allowed for, this change in rates had no impact on the Company’s financial position or results of operations.
We did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended December 31, 2020 or December 31, 2019 due to the operating losses experienced during the years ended December 31, 2020 and December 31, 2019. 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 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE
During the year ended December 31, 2017, the Company received loans from a related party totaling $30,000. The loans payable bear interest at an annual rate of 10% interest and are due on demand. There was $30,000 due as principal and $5,156 in interest for these notes due to a related party as of December 31, 2019. There is $30,000 due as principal and $11,156 in interest for these notes due to a related party as of December 31, 2020.
During the year ended December 31, 2018, the Company received loans from a related party totaling $9,000. During the year ended December 31, 2019, the Company received a loan from a related party totaling $7,050. These loans are non-interest bearing and due on demand. There is $16,050 due as non-interest bearing loans to a related party as of December 31, 2020.
During the year ended December 31, 2018, the Company received loans from a related party totaling $300. During the year ended December 31, 2019, the Company received advances from a related party totaling $16,585. During the year ended December 31, 2020, the Company received advances and services from a related party totaling 12,944. The advances are non-interest bearing and due on demand. There is $29,829 due as a related party payable as of December 31, 2020.
The Company currently operates out of an office of a related party free of rent.
NOTE 7 – SUBSEQUENT EVENTS
On January 19, 2021, a corporate action with FINRA was approved, 1 for 500 Reverse Stock Split. This has been retroactively stated in the Financial Statements and Annual Report in the shares issued and outstanding.
On February 9, 2021 there was a change of control, with new officers and directors being appointed, an address change and name change from Judo Capital Corp to Newpoint Financial Corp.
F-9
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term "disclosure controls and procedures" to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'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'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's rules and forms and that information required to be disclosed is accumulated and communicated to its chief executive and chief financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and 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 have concluded that the Company's disclosure controls and procedures were not effective as of such date.
Management's Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and l5d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
·Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
To the best of our knowledge and belief, the previous Directors of Newpoint Financial Corp (formally Judo Capital Corp) and its management team have evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2020 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, the former management team has concluded that, as of December 31, 2020 and the date of this filing, March 31, 2021, the Company had material weaknesses in its internal control over financial reporting.
9
Specifically management identified the following material weaknesses at December 31, 2020:
·As of December 31, 2020, there was a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles (“GAAP”) in the US and the financial reporting requirements of the Securities and Exchange Commission.
·As of December 31, 2020, there were insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
·As of December 31, 2020, there was a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
·As of December 31, 2020, 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, 2020, the Company’s internal control over financial reporting, involving the preparation and reporting of our financial statements presented in conformity with GAAP, were not effective.
We understand that remediation of material weaknesses and deficiencies in internal controls is a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when practical and necessary.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
10
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our directors hold office until the annual meeting of shareholders next held after their election. Our officers and directors are as follows as of December 31, 2020:
Name |
| Age |
| With Company Since |
| Director/Position |
Craig Burton* |
| 56 |
| 04/2014 |
| Director, Chief Executive Officer, Chief Financial Officer, President |
|
|
|
|
|
|
|
Ralph Porretti** |
| 70 |
| 10/2015 |
| Director, Secretary |
* Craig Burton resigned as Chief Executive Officer, Chief Financial Officer, President and Director on February 9, 2021
** Ralph Porretti resigned as Secretary and Director on February 9, 2021
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.
Ralph Porretti
Ralph Porretti 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
Our directors hold office until the annual meeting of shareholders next held after their election. Our officers and directors are as follows as of the date of this filing, March 31, 2021:
Name |
| Age |
| With Company Since |
| Director/Position |
Keith Beekmeyer |
| 58 |
| 02/2021 |
| Director, Chief Executive Officer |
|
|
|
|
|
|
|
Gary Shirshac |
| 59 |
| 02/2021 |
| Director, Chief Financial Officer, Treasurer |
|
|
|
|
|
|
|
Andrew Bye |
| 56 |
| 02/2021 |
| Director, Chief Risk Officer |
|
|
|
|
|
|
|
April Beling |
| 50 |
| 02/2021 |
| Secretary |
Keith D. Beekmeyer -Chief Executive Officer, and Director
Keith is founding Shareholder of Newpoint Capital Ltd, London UK, where he is Chief Executive Officer and Director, specialising in Trade Credit and structured Products with over 37 years in the financial sector, holding several senior corporate positions in operations.
He is an articulate communicator, capable of building lasting relationships with the senior management of clients, partners, vendors both domestically and internationally. A problem solver and deal architect who can create solutions with track record for finding innovative ways to grow revenue and increase margins. He has a history of success in creating structure solution in emerging markets along with initiatives in sales, marketing, and advertising structured product.
Keith has experience in the negotiation of high-level contracts. He is well versed in presentations, accustomed to addressing clients, vendors, partners, shareholders, and corporate board of directors. He has been responsible for and has managed multi-million-dollar budgets with full P&L responsibility.
Andy Bye ACII, SIRM - Chief Risk Officer, and Director
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 30 years’ experience of risk management, insurance, and structured finance.
He has worked in a number of industry sectors throughout the world, in both ‘hands on’ and management capacities.
11
He has held senior management roles in the Commercial Sector encompassing – Head of Risk Management & Insurance for a number of leading multinationals including O2 Plc, Anglo American, Argos/Home Retail Group, Transport Development Group, Glaxo SmithKline, and Waste Recycling Group. He was responsible for risk management activities across the business, pioneering an embedded enterprise-wide approach to risk. Including, using risk management as tool to enhance competitive advantage and become more efficient. He has reported into PLC Board’s.
Andy has amassed a huge breadth of practical risk and insurance experience, right from the setting Risk Frameworks, to Global Insurance Programme Design, implementation, operations and dealing with business emergencies. Furthermore, he has worked in the Financial Services Sector, including Underwriting, Claims, Broking and Investment Finance.
He remains actively involved with the Chartered Insurance Institute and Institute of Risk Management, where he has led working groups, in particular was instrumental in designing, leading and promoting “Risk Play” across the IRM to fellow practitioners. He actively supports the “Discover Risk Project” rolled out to Schools and Colleges in the UK, promoting the profession.
Andy has setup and managed niche insurance companies and special purpose risk vehicles, in Lloyds, the UK and Overseas, and served as a Director in several of these including holding Financial Service Approved Controller positions. He has also shared his knowledge in a consulting capacity to a number of businesses in the UK and overseas, as well as actively participated in a technical capacity, lead workshops and study groups within The Institute of Risk Management.
He is a founding shareholder of Newpoint Financial Corp, holding the position of Chief Risk Officer, and Director. In addition, he serves as Director in Newpoint Capital Ltd and Newpoint Indemnity, holding responsibilities including Risk and Operations.
Gary Shirshac CPA -Chief Financial Officer and Director
He is a certified public accountant with more than 30 years’ experience in both public accounting and publicly traded entities. Working for KPMG, PWC, Deloitte and variety of organizations in private industry.
Gary has amassed expertise in a variety of areas including mergers and acquisitions, US GAAP, SEC compliance, international tax and finance, venture capital and transfer pricing. Industries include the technology sector, software, telecommunications, manufacturing, insurance, biotechnology and renewable energy in both an accounting and tax capacity. As a corporate tax Director, he has had experience in more than 120 countries for corporate income tax, VAT tax and transfer pricing purposes. He has also created legal and tax structures for the purpose of limiting foreign tax exposure and facilitating US cash repatriation of earnings. Additionally, he has reorganized subsidiaries for multinational organizations to create manufacturing and transfer pricing efficiencies.
Gary has assisted in setting up technology companies for the purposes of preparing them to enter the market as a publicly traded concern. Activities include filing forms with the SEC for both initial public offerings and follow-on stock offerings, as well as implementing accounting policies and procedures.
Worked as the managing director of a corporate accounting and tax consulting firm that had clients that ranged in size from $1 million several billion dollars. Responsible for global business expansion and intangible property structuring strategy projects. The object of which is to ensure the corporation has the proper legal structure to facilitate mergers and acquisitions, as well as migrate intellectual property ownership to tax friendly jurisdictions to achieve the lowest effective tax rate possible. After implementation, ensure procedures are in place to maintain and monitor tax rate for fluctuations. Gary has also performed earnings and profits studies for multinational corporations for the purpose of declaring a dividend and determining tax-free repatriation of cash through the return of capital.
He received his bachelors of science from Villanova University, and is also a member of the Tax Executives Institute.
Gary is Chief Financial Officer and Director of Newpoint Financial Corp.
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 members of the Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we have been seeking and continue to seek an appropriate individual to serve on the Board of Directors and the Audit Committee who will meet the requirements necessary to be an independent financial expert.
12
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers, 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, and persons owning more than 10% of our capital shares are required by SEC regulations to furnish us with copies 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 Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, and persons performing similar such functions.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides summary information for the fiscal years ended December 31, 2020 and December 31, 2019 concerning cash and non-cash compensation paid or accrued by us for our executive officers.
Name/ Position |
| Year |
| Salary |
| Bonus |
| Stock |
| Other |
| Total |
Craig Burton (1) |
| 2020 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Chief Executive Officer |
| 2019 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ralph Porretti (2) |
| 2020 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
Secretary |
| 2019 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
(2)Ralph Porretti resigned from his position as Secretary and Director with Company effective February 9, 2021.
(3)Keith Beekmeyer was elected Chairman of the Board of Directors and Chief Executive Officer of the Company, effective February 9, 2021.
(4)Gary Shirshac was elected Chief Financial Officer, Treasurer and Director of the Company, effective February 9, 2021.
(5)April Beling was elected Secretary of the Company, effective February 9, 2021.
(6)Andrew Bye was elected Chief Risk Officer and Director of the Company, effective February 9, 2021.
Employment Contracts
The Company as of 31st December has no employees on the payroll.
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.
13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2020. The information in this table provides the ownership information for:
·each person known by us to be the beneficial owner of more than 5% of our common stock;
·each of our directors;
·each of our executive officers; and
·our executive officers and directors as a group
Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
|
|
|
| Number of Shares |
| Percent of Class | ||||
Title of Class |
| Name and Address |
| Preferred |
| Common |
| Preferred |
| Common |
Common Stock |
| Gladstone Ventures, LLC |
|
|
| 113,991 |
|
|
| 52.73% |
|
| 114 East 13 th St., FRNT 1 |
|
|
|
|
|
|
|
|
|
| New York, NY 10003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
| Friction & Heat, LLC |
|
|
| 13,433 |
|
|
| 6.21% |
|
| PO Box 3143 |
|
|
|
|
|
|
|
|
|
| Liverpool, NY 13089 |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
| Officers and Directors as a group (one person)(1) |
|
|
| 298 |
|
|
| 0.14% |
(1)Mr. Craig Burton, the Chief Executive Officer and Chief Financial Officer as of December 31, 2020 is the owner of 298 shares of common stock
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Since January 1, 2015, we have had no reportable transactions with related parties and none are currently proposed.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2020 and December 31, 2019 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.
FIRM |
| FISCAL YEAR 2020 |
| FISCAL YEAR 2019 |
(i), (ii) Audit Related Fees: |
|
|
|
|
|
|
|
|
|
Boyle CPA LLC | $ | 8,000 |
| 4,733 |
|
|
|
|
|
(iii) Tax Fees | $ | 0 |
| 0 |
|
|
|
|
|
(iv) All Other Fees | $ | 0 |
| 0 |
|
|
|
|
|
TOTAL FEES | $ | 8,000 |
| 4,733 |
14
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
Exhibit Number |
| Document Description |
| Corporate Charter of Blue Ribbon Pyrocool, Inc. as filed with the Delaware Secretary of State on April 6, 1998, incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010. | |
|
|
|
| Amendment to the Company’s Articles of Incorporation as filed with the Delaware Secretary of State on March 31, 2000, changing the authorized number of shares of the Company, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010. | |
|
|
|
| Bylaws of Classic Rule Judo Championship, Inc., incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 11, 2010. | |
|
|
|
| Management Agreement between Mr. Chris Angle, Desmond Capital and Nathan Lapkin and Jerry Gruenbaum, Esq., whereby Mr. Angle will become President and Chief Executive Office and sole director and develop the concept of Classic Rules Judo Championship, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010. | |
|
|
|
| Code of Ethics, incorporated by reference from the Company’s Form S-1 filed with the Securities and Exchange Commission on June 11, 2010. | |
|
|
|
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
|
|
|
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
|
|
|
| Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | |
|
|
|
| Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
15
NEWPOINT FINANCIAL CORP. |
(Registrant) |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| NEWPOINT FINANCIALCORP. | |
| (Registrant) | |
|
|
|
April 12, 2021 | By: | /s/ Keith Beekmeyer |
|
| Keith Beekmeyer, Chief Executive Officer Chairman of the Board |
|
|
|
| NEWPOINT FINANCIAL CORP. | |
| (Registrant) | |
|
|
|
April 12, 2021 | By: | /s/Gary Shirshac |
|
| Gary Shirshac Chief Financial Officer Treasurer Director |
16