UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q10-Q/A

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

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

EXCHANGE ACT

Commission File Number: 000-54953

NEWPOINT FINANCIAL CORPCORP..

(Exact name of registrant as specified in its charter)

Phone number: (877) 351-3223

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 216,18519,153,923 shares of common stock as of June 30, 2021.

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURENEWPOINT FINANCIAL CORP.

UNAUDITED BALANCE SHEETS

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

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

Investors should carefully considerThe accompanying notes are an integral part of these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2020 Annual Report on Form 10-K and other filings with the SEC.unaudited condensed financial statements

PART I

NEWPOINT FINANCIAL CORP.

UNAUDITED FINANCIAL STATEMENTS

June 30, 2021

CONTENTS

NEWPOINT FINANCIAL CORP.

UNAUDITED BALANCE SHEETSSTATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

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

NEWPOINT FINANCIAL CORP.

UNAUDITED COMPREHENSIVE INCOME

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY

For The Six Months Ended June 30, 2021

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF CASH FLOWS

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

Newpoint Financial Corp.

Notes to Condensed Financial Statements

June 30, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Newpoint Financial Corp. (“Newpoint”or “the Company”) was initially incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 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,In October 2020, the Company ceasedexecuted a transaction where the primary shareholder liquidated their shares in exchange cash and stock considerations. As a result of the transaction Judo Capital Corp changed its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had plannedname 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.Newpoint Financial Corp. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control.Control, which has been stated retroactively throughout the 10-Q. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware). On on February 12, 2021. The Company will acquire other organizations in the capacity as a holding company.

NOTE 2. 2. CURRENT PERIOD RESTATEMENT

The Company is filing this amended Form 10Q/A (the Amended Report) to amend our quarterly report for the quarter ended June 30, 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021 (the “Original Report”), to restate our condensed financial statements for the three and six months ended June 30, 2021. As a result, the previously filed unaudited condensed financial statements for the period ended June 30, 2021, should no longer be relied upon.

The Company did not properly identify multiple errors throughout the Form 10Q, which resulted in the Company inappropriately stating total expenses, liabilities, common stock, additional paid-in capital and the total accumulated deficit for the six months ended June 30, 2021. These errors were the result of the Company inappropriately recording expenses from a related party that were not liabilities to Newpoint and the Company inappropriately recording a stock sale. In both the first and second quarter of 2021 the Company recorded additional liabilities to the Company of $102,905 and $12,978, which were not expenses or liabilities to Newpoint. These errors resulted in a decrease in the Due to Related Party liability of $115,883 as of June 30, 2021.

In March 2021 the Company executed a stock sale which alleviated multiple historical liabilities which were not properly adjusted. This error overstated total liabilities of Newpoint by $87,035 in both the first and second quarter of 2021. As a result of this transaction and the 500-1 stock split the Company also, inappropriately calculated the total outstanding common shares. As of June 30, 2021, the total outstanding common shares were 19,153,923 shares rather than the 216,185 shares previously presented. As a result of these errors, the Company also increased the common stock and additional paid in capital balances by $18,938 and $68,097, respectively.

The cumulative impact of these errors outlined herein resulted in a decrease in the net loss per common share of $0.2380 and $0.8069 for the three and six months ended June 30, 2021. These changes to the balance sheet, statement of comprehensive income and the statement of stockholders’ equity also resulted in changes to the statement of cash flows as of June 30, 2021.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed unaudited interim financial statements as of the six months ended June 30, 2021 and June 30, 2020 have been prepared in accordance with United States Generally Accepted Accounting Principles acceptedthe rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial statement presentation and in accordance withinformation, including the instructions to the 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(U.S. GAAP) 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, 2020. 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 June 30, 2021 and the results of operations for the six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020.interim periods presented. The results of operations for the six months ended June 30, 2021 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.

Reclassifications

None.

Cash and Cash Equivalents

Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

June 30, 2021

(Unaudited)

NOTE Fair Value of Financial Instruments3

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.. 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 endedJune 30, 2021 and December 31, 2020 and 2019, the Company has not recorded any unrecognized tax benefits.

Segment Reporting