Cover
Cover | 9 Months Ended |
Sep. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2022 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-54953 |
Entity Registrant Name | NEWPOINT FINANCIAL CORP. |
Entity Central Index Key | 0001445831 |
Entity Tax Identification Number | 47-2653358 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 433 North Camden Drive |
Entity Address, Address Line Two | Suite 275 |
Entity Address, City or Town | Beverly Hills |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90210 |
City Area Code | 860 |
Local Phone Number | 574-9190 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 19,153,923 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 7,735 | $ 5,843 |
Interest Receivable | 3,215 | |
Total Current Assets | 10,950 | 5,843 |
Other Assets | ||
Investment | 300,000 | 50,000,000 |
Deposits | 1,000,000 | |
Credit Facility | 330,800 | 163,500 |
Total Other Assets | 1,630,800 | 50,163,500 |
TOTAL ASSETS | 1,641,750 | 50,169,343 |
Current Liabilities: | ||
Accounts Payable | 6,730 | 31,730 |
Other Current Liabilities | 98,000 | |
Accounts Payable - Related Party | 776,989 | 68,021 |
Total Current Liabilities | 881,719 | 99,751 |
Non-Current Liabilities: | ||
Loan Payable - Related Party | 1,330,800 | 50,163,500 |
Total Liabilities | 2,212,519 | 50,263,251 |
Stockholder’s Deficit | ||
Preferred Stock, par value $0.001, 50,000,000 shares Authorized,0 Issued or Outstanding at September 30, 2022 and December 31, 2021 | ||
Common Stock, par value $0.001, 100,000,000 shares Authorized,19,153,923 shares Issued and Outstanding at September 30, 2022 and December 31,2021 | 19,154 | 19,154 |
Additional Paid-In Capital | 419,028 | 419,028 |
Accumulated Deficit | (1,008,951) | (532,090) |
Total Stockholder’s Deficit | (570,769) | (93,908) |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ 1,641,750 | $ 50,169,343 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,153,923 | 19,153,923 |
Common stock, shares outstanding | 19,153,923 | 19,153,923 |
Condensed Statements of Operati
Condensed Statements of Operations Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues: | ||||
Expenses: | ||||
Professional fees | 190,978 | 32,290 | 297,428 | 70,912 |
General and administrative expense | 38,277 | 122,287 | 20,924 | |
Total Operating Expenses | 229,255 | 32,290 | 419,715 | 91,836 |
Operating Loss | (229,255) | (32,290) | (419,715) | (91,836) |
Interest Income | 7,778 | 19,763 | ||
Interest expense | (126,356) | (376,909) | ||
Other Gain on Investment | 300,000 | 300,000 | ||
Total Other Income (Expense) | 181,422 | (57,146) | ||
Net Loss | $ (47,833) | $ (32,290) | $ (476,861) | $ (91,836) |
Basic & Diluted Loss per Common Share | $ (0.0025) | $ (0.0017) | $ (0.0249) | $ (0.005) |
Weighted Average Common Shares Outstanding | 19,153,923 | 19,153,923 | 19,153,923 | 18,271,981 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 216 | $ 350,931 | $ (444,912) | $ (93,765) | |
Beginning balance, shares at Dec. 31, 2020 | 216,185 | ||||
Net income (loss) | (20,924) | (20,924) | |||
Impact of stock sale | $ 18,938 | 68,097 | 87,035 | ||
Impacts of stock sale, shares | 18,937,738 | ||||
Ending Balance at Mar. 31, 2021 | $ 19,154 | 419,028 | (465,836) | (27,654) | |
Ending balance, shares at Mar. 31, 2021 | 19,153,923 | ||||
Beginning balance at Dec. 31, 2020 | $ 216 | 350,931 | (444,912) | (93,765) | |
Beginning balance, shares at Dec. 31, 2020 | 216,185 | ||||
Net income (loss) | (91,836) | ||||
Ending Balance at Sep. 30, 2021 | $ 19,154 | 419,028 | (536,748) | (98,566) | |
Ending balance, shares at Sep. 30, 2021 | 19,153,923 | ||||
Beginning balance at Mar. 31, 2021 | $ 19,154 | 419,028 | (465,836) | (27,654) | |
Beginning balance, shares at Mar. 31, 2021 | 19,153,923 | ||||
Net income (loss) | (38,622) | (38,622) | |||
Ending Balance at Jun. 30, 2021 | $ 19,154 | 419,028 | (504,458) | (66,276) | |
Ending balance, shares at Jun. 30, 2021 | 19,153,923 | ||||
Net income (loss) | (32,290) | (32,290) | |||
Ending Balance at Sep. 30, 2021 | $ 19,154 | 419,028 | (536,748) | (98,566) | |
Ending balance, shares at Sep. 30, 2021 | 19,153,923 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,154 | 419,028 | (532,090) | (93,908) | |
Beginning balance, shares at Dec. 31, 2021 | 19,153,923 | ||||
Net income (loss) | (172,684) | (172,684) | |||
Ending Balance at Mar. 31, 2022 | $ 19,154 | 419,028 | (704,774) | (266,592) | |
Ending balance, shares at Mar. 31, 2022 | 19,153,923 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,154 | 419,028 | (532,090) | (93,908) | |
Beginning balance, shares at Dec. 31, 2021 | 19,153,923 | ||||
Net income (loss) | (476,861) | ||||
Ending Balance at Sep. 30, 2022 | $ 19,154 | 419,028 | (1,008,951) | (570,769) | |
Ending balance, shares at Sep. 30, 2022 | 19,153,923 | ||||
Beginning balance at Mar. 31, 2022 | $ 19,154 | 419,028 | (704,774) | (266,592) | |
Beginning balance, shares at Mar. 31, 2022 | 19,153,923 | ||||
Net income (loss) | (256,344) | (256,344) | |||
Ending Balance at Jun. 30, 2022 | $ 19,154 | 419,028 | (961,118) | (522,936) | |
Ending balance, shares at Jun. 30, 2022 | 19,153,923 | ||||
Net income (loss) | (47,833) | (47,833) | |||
Ending Balance at Sep. 30, 2022 | $ 19,154 | $ 419,028 | $ (1,008,951) | $ (570,769) | |
Ending balance, shares at Sep. 30, 2022 | 19,153,923 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Profit/Loss | $ (476,861) | $ (91,836) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net Gains on investment revaluation | (300,000) | |
Changes In: | ||
Accounts Payable | (25,000) | 25,000 |
Accounts Payable - Related Party | 708,968 | |
Other Current Liabilities | 98,000 | |
Accounts Receivable | (3,215) | |
Net Cash Generated/(Used) in Operating Activities | 1,892 | (66,836) |
CASH FLOWS FROM FINANCING | ||
Due to Related Party | 66,836 | |
Net Cash Provided by Financing Activities | 66,836 | |
Net (Decrease) Increase in Cash | 1,892 | |
Cash at Beginning of Period | 5,843 | |
Cash at End of Period | 7,735 | |
Cash paid during the year for: | ||
Interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Deposit paid to AMIC ,Inc. financed with related party debt | 1,000,000 | |
Credit Commitment funded with related party debt | 167,300 | |
Common stock issued to settle related party paybles |
Condensed Statement of Cash F_2
Condensed Statement of Cash Flows (Unaudited) (Parenthetical) | 1 Months Ended | 9 Months Ended | ||
Jan. 19, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||||
Reverse Stock Split | 500-1 reverse stock split | 500-1 reverse stock split | 500-1 | 500-1 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Newpoint Financial Corp. (“Newpoint”) was incorporated in the State of Delaware on November 16, 2005 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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements as of the nine months ended September 30, 2022 and September 30, 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2021. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position as of September 30, 2022 and the results of operations for the nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less. Investments Short-term investments, Fixed maturities and equity securities Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment. Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) Valuation allowance for fixed income securities Management evaluates impairment losses for all HTM securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults. Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2022 and December 31, 2021 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. 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. Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) Related Parties (Continued) Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no revenues, but generated a net loss of $ 476,861 91,836 1,008,951 532,090 The Company to date has been financially supported by related party entities which are also owned by the majority shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the Company generates sufficient cashflow to support its expense requirements or completes an external capital raising. Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand ( 500,000 100 2.503474 ten years 50,000,000 500,000 1,251,737 10 50,000,000 As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that was owned by the current controlling shareholders, issued to Novea ten (10) secured $ 5,000,000 50,000,000 As of September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company shall deliver to Novea for cancellation: (a) All issued certificates for 500,000 50,000,000 As consideration to the Company in exchange for agreeing to the Modification, the company shall retain the 1,251,737 504,460 1,756,197 10 In addition, upon execution of the Agreement, Novea shall deliver to the Company the following; (a) the 504,460 1,756,197 10% 10 600,000 5.00 5,000,000 50,000,000 As at September 30, 2022, management have valued the Investment in Novea at $ 300,000 |
DEPOSITS
DEPOSITS | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Deposits Abstract | |
DEPOSITS | NOTE 5 - DEPOSITS In August, 2021, the Company entered into an agreement with Citadel Risk Holdings, Inc., (“CRHI”) which owns all the shares of American Millennium Insurance Co., (“AMIC”) a New Jersey based insurance Company. We agreed to purchase 3.75% of AMIC’s outstanding shares per year over the course of 10 years for an aggregate total 37.5% of outstanding shares at the end of the term. 1,000,000 |
CREDIT COMMITMENT
CREDIT COMMITMENT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT COMMITMENT | NOTE 6 – CREDIT COMMITMENT The Company entered into a five ( 5 5,000,000 500,000 5.25 4,669,200 4,836,500 Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | NOTE 7 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE SCHEDULE OF RELATED PARTY TRANSACTION September 30, 2022 December 31, 2021 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 1,393,458 $ 50,000,000 Newpoint Reinsurance Limited (2) $ 163,500 $ 163,500 Newpoint Capital Limited (3) $ 550,831 $ 68,021 Total $ 2,107,789 $ 50,231,521 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders’, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). As of September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering it’s claim to the ten (10), $ 5,000,000 1,000,000 393,458 (2) Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $ 1,000,000 three years 836,500 163,500 no (3) Newpoint Capital Limited, a Company registered in the United Kingdom provided $ 550,831 167,300 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 50,000,000 0.001 no Common Stock The Company is authorized to issue up to 100,000,000 0.001 19,153,923 500-1 reverse stock split 18,937,738 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company is in the process of seeking regulatory approval for the Company’s acquisition of AMIC and CRHI shares. Upon approval, we expect the transactions to be completed sometime in 2022. On October 20, 2022, the company settled an outstanding legal matter with Gary Shirshac. The legal matter was disclosed in the company’s previous year end filing. The amount settled was accrued in the quarter ended September 30, 2022 and payment made post the balance sheet date. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements as of the nine months ended September 30, 2022 and September 30, 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2021. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position as of September 30, 2022 and the results of operations for the nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less. |
Investments | Investments Short-term investments, Fixed maturities and equity securities Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment. Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) |
Valuation allowance for fixed income securities | Valuation allowance for fixed income securities Management evaluates impairment losses for all HTM securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2022 and December 31, 2021 the Company has not recorded any unrecognized tax benefits. |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment. |
Net Loss per Share | Net Loss per Share The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Newpoint Financial Corp. Notes to Financial Statements September 30, 2022 and September 30, 2021 (Unaudited) Related Parties (Continued) Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTION | SCHEDULE OF RELATED PARTY TRANSACTION September 30, 2022 December 31, 2021 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 1,393,458 $ 50,000,000 Newpoint Reinsurance Limited (2) $ 163,500 $ 163,500 Newpoint Capital Limited (3) $ 550,831 $ 68,021 Total $ 2,107,789 $ 50,231,521 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders’, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). As of September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering it’s claim to the ten (10), $ 5,000,000 1,000,000 393,458 (2) Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $ 1,000,000 three years 836,500 163,500 no (3) Newpoint Capital Limited, a Company registered in the United Kingdom provided $ 550,831 167,300 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 1 Months Ended | 9 Months Ended | ||
Jan. 19, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Entity incorporation, date of incorporation | Nov. 16, 2005 | |||
Equity reverse stock split | 500-1 reverse stock split | 500-1 reverse stock split | 500-1 | 500-1 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net Income (Loss) Attributable to Parent | $ 47,833 | $ 256,344 | $ 172,684 | $ 32,290 | $ 38,622 | $ 20,924 | $ 476,861 | $ 91,836 | |
Accumulated deficit | $ 1,008,951 | $ 1,008,951 | $ 532,090 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 10, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Investments | $ 300,000 | $ 50,000,000 | ||
Common Stock [Member] | ||||
Number of shares issued | 18,937,738 | |||
Novea Inc. [Member] | Secured Debt [Member] | ||||
Each debt note amount | $ 5,000,000 | |||
Total debt amount | $ 50,000,000 | |||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | ||||
Number of units acquired | 500,000 | |||
Price per unit | $ 100 | |||
Company acquired shares | 2.503474 | |||
Warrants term | 10 years | |||
Number of additional shares issued | 50,000,000 | |||
Percentage of common stock | 10% | 10% | ||
Warrants to purchase common stock | 50,000,000 | 50,000,000 | ||
Number of shares issued | 600,000 | |||
Undiluted equity ownership percentage | 10% | |||
Share price | $ 5 | |||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | Preferred Stock [Member] | ||||
Company acquired shares | 500,000 | |||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | Common Stock [Member] | ||||
Company acquired shares | 1,251,737 | |||
Number of additional shares issued | 504,460 | |||
Number of shares issued | 1,756,197 |
DEPOSITS (Details Narrative)
DEPOSITS (Details Narrative) - American Millennium Insurance Co [Member] - USD ($) | 1 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2022 | |
Deposit liabilities, description | We agreed to purchase 3.75% of AMIC’s outstanding shares per year over the course of 10 years for an aggregate total 37.5% of outstanding shares at the end of the term. | |
Newpoint Financial Corp (Wyoming) [Member] | ||
Deposit | $ 1,000,000 |
CREDIT COMMITMENT (Details Narr
CREDIT COMMITMENT (Details Narrative) - Revolving Credit Facility Agreement [Member] - Novea Inc. [Member] - USD ($) | Dec. 10, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt term | 5 years | ||
Line of credit facility commitment amount | $ 5,000,000 | ||
Line of credit maximum commitment amount | $ 500,000 | ||
Additional borrowing amount | $ 4,669,200 | $ 4,836,500 | |
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.25% |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Total | $ 2,107,789 | $ 50,231,521 | |
Newpoint Financial Corp (Wyoming) [Member] | |||
Total | [1] | 1,393,458 | 50,000,000 |
Newpoint Reinsurance Limted [Member] | |||
Total | [2] | 163,500 | 163,500 |
Newpoint Capital Limited [Member] | |||
Total | [3] | $ 550,831 | $ 68,021 |
[1]Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders’, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). As of September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering it’s claim to the ten (10), $ 5,000,000 1,000,000 393,458 1,000,000 three years 836,500 163,500 no 550,831 167,300 |
SCHEDULE OF RELATED PARTY TRA_2
SCHEDULE OF RELATED PARTY TRANSACTION (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 10, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related party payables | $ 2,107,789 | $ 50,231,521 | |
Newpoint Financial Corp (Wyoming) [Member] | |||
Related Party Transaction [Line Items] | |||
Interest incurred | 393,458 | ||
Newpoint Reinsurance Limted [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | 163,500 | 163,500 | |
Payment to related party | 0 | ||
Newpoint Reinsurance Limted [Member] | Revolving Credit Facility Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 1,000,000 | ||
Debt term | 3 years | ||
Addition available borrowings | 836,500 | $ 836,500 | |
Newpoint Capital Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | 550,831 | ||
Novea Inc. [Member] | Revolving Credit Facility Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | $ 500,000 | ||
Debt term | 5 years | ||
Addition available borrowings | 4,669,200 | $ 4,836,500 | |
Novea Inc. [Member] | Newpoint Capital Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | 167,300 | ||
American Millennium Insurance Co [Member] | Newpoint Financial Corp (Wyoming) [Member] | |||
Related Party Transaction [Line Items] | |||
Deposits | $ 1,000,000 | ||
Secured Debt [Member] | Novea Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Each debt note amount | $ 5,000,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 1 Months Ended | 9 Months Ended | |||
Jan. 19, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity [Abstract] | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares, issued | 19,153,923 | 19,153,923 | |||
Common stock, shares, Outstanding | 19,153,923 | 19,153,923 | |||
Equity reverse stock split | 500-1 reverse stock split | 500-1 reverse stock split | 500-1 | 500-1 | |
Shares issued to settle related party liabilities | 18,937,738 | 18,937,738 |