UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

FORM 10-Q/A

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021June 30, 2022

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

EXCHANGE ACT

Commission File Number: 000-54953

NEWPOINT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Phone number: (860) 574-9190

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: 19,153,923 shares of common stock as of March 31, 2021.June 30, 2022.

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

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 consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2021 Annual Report on Form 10-K and other filings with the SEC.

PART I

ITEM 1 FINANCIAL STATEMENTS

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2022

CONTENTS

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED BALANCE SHEETS

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

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENTCONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

For The Six Months Ended June 30, 2022 and 2021

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

NEWPOINT FINANCIAL CORP.

UNAUDITED CONDENSED 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

March 31,June 30, 2022 and 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. In October 2020,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 executed a transaction whereceased 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 primary shareholder liquidated their sharesNew York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in exchange cash and stock considerations. As a result of the transaction Judo Capital Corp changed its name to Newpoint Financial Corp.real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control, which has been stated retroactively throughout the 10-Q.Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware) on February 12, 2021. The Company will acquire other organizations in the capacity as a holding company.

NOTE 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 March 31, 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2021 (the “Original Report”), to restate our condensed financial statements for the three months ended March 31, 2021. As a result, the previously filed unaudited condensed financial statements for the period ended March 31, 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, cash, liabilities, common stock, additional paid-in capital and the total accumulated deficit for the three months ended March 31, 2021. These errors were the result of the Company inappropriately recording expenses from a related party that were not liabilities to Newpoint, the Company misinterpreting a document with a related party and the Company inappropriately recording a stock sale. In the first quarter of 2021 the Company recorded additional liabilities to the Company of $102,905, which were not expenses or liabilities to Newpoint. The correction of these errors resulted in a decrease in the Due to Related Party liability of $102,905 as of March 31, 2021.

In Q1 2021, the Company also executed a document with a related party which resulted in the Company recording $1,000,000 of cash and a related party liability. However, no cash ever exchanged hands and no liability is currently due to the related party. As a result, the correction of this error resulted in a $1,000,000 decrease to both cash and the Due to Related Party liability balance.

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 the first 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 March 31, 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 $0.5689 for the three months ended March 31, 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 March 31, 2021.

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed unaudited interim financial statements as of the six months ended June 30, 2022 and June 30, 2021 have been prepared in accordance with accounting principles generally accepted in the rules and regulationsUnited States of the Securities and Exchange Commission (the SEC)America (US GAAP) for interim information, includingfinancial statement presentation and in accordance with 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, 2020.2021. 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 June 30, 2022 and the results of operations for the six months ended June 30, 2022 and 2021 and cash flows for the interim periods presented.six months ended June 30, 2022 and 2021. The results of operations for the threesix months ended March 31, 2021June 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.

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.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021June 30, 2022

(Unaudited)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)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 March 31, 2021June 30, 2022 and December 31, 20202021 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 5. Stockholders’ Deficit.

Recently Issued Accounting Pronouncements

In 2018,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, adopted the Financial Accounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), and additional ASUs issued to clarify the guidance in ASU 2014-09 (collectively, the revenue standard), which amends the existing accountingit has not identified any standards for revenue recognition. As thethat it believes merit further discussion. The Company has no revenue generating activitiesdoes not expect the adoption of the revenue standard had noany recently issued accounting pronouncements to have a significant impact on the Company.its financial position, results of operations, or cash flows.

In 2019,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

June 30, 2022

(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 adopted FASB ASU 2016-02, Leases (Topic 842),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 providesno 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 updated definitionunderstanding of a lease contract, including guidancethe effects of the transactions on the combinationfinancial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and separationthe effects of contracts. The standard requires lessees recognize a right-of-use assetany change in the method of establishing the terms from that used in the preceding period; and a lease liability for all lease contracts. The Company has determined it does(d) amounts due from or to related parties as of the date of each balance sheet presented and, if not have any lease agreementsotherwise apparent, the terms and as a result this standard has not impacted the Company’s financial statements.manner of settlement.

NOTE 43 – GOING CONCERN

The accompanying condensed 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 0 current or historicalno revenues, has incurred net losses of $20,924429,028 and $3,27859,546 during the threesix months ended March 31, 2021June 30, 2022 and 2020, respectively.June 30, 2021. The Company has an accumulated deficit of $465,836961,118 and $444,912532,090 as of March 31, 2021June 30, 2022 and December 31, 2020,2021, respectively, and has experienced negativenot received any significant cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for the year following the sate the condensed financial statements were available to be issued.concern. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to raise additional capital anddate has been financially supported by related party entities which are also owned by the majority shareholders of the Company. The Company will continue to have its expenditures paid forbe financially supported by a related entity (see Note 6). Failure to raise adequate capital and generate adequate sales revenues could result inparty entities until such time as the Company having to curtail or cease operations. Additionally, even if the Company does raisegenerates sufficient capitalcashflow to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.expense requirements or completes an external capital raising.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021June 30, 2022

(Unaudited)

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) units (“Units”), each Unit having a stated value of $100 and consisting of (i) one share of Series B Convertible Redeemable Preferred Stock (“Novea Preferred Stock”) and (ii) 2.503474 shares of common stock of Novea (“Novea Common Stock”). We also acquired a warrant exercisable for ten years for additional shares of common stock of up to $50,000,000, subject to adjustment as set forth therein. In aggregate, we acquired (i) 500,000 shares of Novea Preferred Stock, (ii) 1,251,737 shares of Novea Common Stock, representing ten percent (10%) of Novea’s common stock, and (iii) one warrant to purchase up to $50,000,000 of Novea Common Stock. Novea is a financial and insurance services software Company.

As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that was owned by the current controlling shareholders, issued to Novea ten (10) secured $5,000,000 notes (each a “Collateral Note”), totalling $50,000,000. The Collateral Notes are due on demand and we have the right to prepay the Collateral Notes at any time on NPFC SPV 1, Inc’s behalf.

As of June 30, 2022 and December 31, 2021, investments in debt securities include mandatorily redeemable preferred stock which is classified as held to maturity, with a term ending in December 2031. The amortized cost was $50,000,000 as of June 30, 2022 and December 31, 2021. The Novea Common Stock and warrants purchased as part of the transaction are considered to have a de minimis value as of December 31, 2021. Novea issued 1,251,737 shares of Novea Common Stock to the Company, representing ten percent (10%) of Novea’s common stock outstanding. The shares issued had no par value. Novea is a private Company and does not have a readily determinable fair value.

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. Closing is expected to occur in 2022 subject to receipt of regulatory approval and other customary closing conditions. As of March 31, 2022, NPFC SPV1, Inc. had made a deposit of $1,000,000 to AMIC, on behalf of the Company, as part of an agreement that remains subject to approval.

NOTE 6 – CREDIT COMMITMENT

The Company entered into a five (5) year revolving credit facility agreement with Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $5,000,000; or (ii) on any amount greater than $500,000, the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25%. As of June 30, 2022, and December 31, 2021 there was $4,669,200 and $4,836,500 respectively of additional borrowings available to Novea subject to the borrowing criteria.

Newpoint Financial Corp.

Notes to Financial Statements

June 30, 2022

(Unaudited)

NOTE 7 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE

SCHEDULE OF RELATED PARTY TRANSACTION

NOTE 58 – 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 0 shares of preferred stock issued or outstanding as of March 31, 2021June 30, 2022 or December 31, 2020.2021.

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. As of March 31, 2021June 30, 2022 and December 31, 20202021 there were 19,153,923 and 216,185 shares of common stock issued and outstanding, respectively.

In Februaryoutstanding. During the six months ended June 30, 2021, the Company finalized aissued 500-118,937,738 reverse stock split. This transaction has been retroactively stated in the condensed financial statements for the basic & diluted loss per common share within the statement of operations within all applicable reporting periods presented.

NOTE 6 – RELATED PARTY TRANSACTIONS

Throughout 2021, the Company has incurred various expenses, totaling $59,546 which have been paid for by a related entity and will be repaid at a later date by the Company. This liability is non-interest bearing and does not include any guarantees or collateralshares to the related entity. The liability is not expected to be repaid within the next twelve months and as a result is classified as a long-term liability.

The Company currently operates out of an office of asettle related party free of rent.liabilities.

NOTE 79 – SUBSEQUENT EVENTS

On August 20, 2021, the Company entered into an agreement to purchase 37.5% of Citadel Risk Holdings, Inc, a Delaware Holding Corporation that owns all the shares in American Millennium Insurance Company, a New Jersey Corporation. The Company shall pay $1 million per yearis in exchangethe process of seeking regulatory approval for 3.75%the Company’s acquisition of Citadel’s common shares overAMIC and CRHI shares. Upon approval, we expect the course of 10 years beginning December 31, 2021 until it has acquired all 37.5%. The transaction is subjecttransactions to approval by the New Jersey Insurance Commission.be completed sometime in 2022.

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Forward-looking Information

This quarterly report on Form 10-Q contains forward-looking statements. In some cases, you can identify forward-lookingThe statements byregarding Newpoint Financial Corp. contained in this report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,“likely,” “plans,“expects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,“believes” or “plans,” or “continue,” or the negative of such terms or other comparable terminology. Theseterminology, are forward-looking statements are only predictions. Actual events or results may differ materially. 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, estimatesexpectations and projections,assumptions, 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 inherententail various risks and uncertainties. A number of important factorsuncertainties that could cause actual results to differ materially from those containedexpressed in anysuch forward-looking statement. Suchstatements.

Important factors known to us that could cause such material differences include but are not limited to,uncertainties associated with the following:

Investors should carefully consider these factors and the additional risk factors outlinedWe undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. You are advised, however, to consult any future disclosures we make on related subjects in more detail under Item 1A, Risk Factors, in our 2020 Annual Report on Form 10-K and other filings withfuture reports to the SEC.

Overview

Newpoint Financial Corp., a Delaware corporation (the “Company,” “we,” “us,” or “our”) is a holding Company that strategically invests primarily in regulated entities such as banks and insurance companies. These investments may be result in us acquiring a controlling or non-controlling interests of these entities. To date, we have entered into three such transactions (one of which has closed): in December 2021 we acquired a 10% interest in Novea, Inc., a financial and insurance services software Company; we have also entered into an agreement for the acquisition of an interest in American Millennium Insurance Co., a New Jersey based insurance Company through purchase of shares of its parent holding companies. Closing is subject to receipt of regulatory approvals and other customary closing conditions.

Since our current investments (one of which has closed) constitute (or will constitute) a minority interest in these companies, we anticipate that our income will be dependent on the ability of these companies to generate revenue and payment of dividends.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those 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.

We expect that uncertainty and volatility in financial markets relating to the COVID-19 pandemic will continue to impact the Company. The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic are changing rapidly and are difficult to anticipate.

We are subject to economic factors such as interest rates, inflation, foreign exchange rates, adverse reserve developments, regulation, tax policy changes, political risks and other market risks that can impact our strategy, operations, and results.

Results of Operations for the three and six months ended June 30, 2022 and June 30, 2021

Comparison of the three months ended March 31, 2021 and 2020

Revenues.The Company had no revenue during the threesix months ended March 31, 2021 or 2020.June 30, 2022 and the six months ended June 30, 2021.The Company had no revenue during the 3 months ended June 30, 2022 and June 30, 2021.

Cost of Revenues. The Company had no cost of revenues for the threesix months ended March 31, 2021 or 2020.June 30, 2022 and the six months ended June 30, 2021. The Company had no cost of revenues for the 3 months ended June 30, 2022 and June 30, 2021.

General and Administrative expenses. The Company incurred $84,010 of general and administrative expenses during the six months ended June 30, 2022 compared to $20,924 during the same period in 2021. The Company incurred $63,389 of $20,924general and administrative expenses during the three months ended March 31, 2021June 30, 2022 compared to $1,030$0 during the same period in 2020.2021. The costs increase in expenses was duerelated to various expenses resulting from setting up the new entity.travel, subscriptions and IT services.

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

Professional fees. The Company incurred no$106,450 of professional fees during the six months ended June 30, 2022 compared to $38,622 during the same period in 2021. The Company incurred $91,994 of professional fees during the three months ended March 31, 2021June 30, 2022 compared to $1,500$38,622 during the same period in 2020. Given2021. The increase in professional fees is the state of operationsresult of the entityCompany incurring costs associated with consultants and transfer agent costs during the Company would not expect a large amount of professional fees.period.

Loss From Operations. The Company incurred an operating loss of $20,924$190,460 during the six months ended June 30, 2022 compared to $59,546 during the same period in 2021. The Company incurred an operating loss of $155,382 during the three months ended March 31, 2021June 30, 2022 compared to $2,530$38,622 during the same period in 2020.2021. The increase in net loss is a result of increased generalprofessional fees and administrativeadditional costs associated with the change in control.

Other Income (Expense). The Company incurredaccrued interest expenseincome of $11,985 during the six months ended June 30, 2022 compared to $0 during the six months ended June 30, 2021. The Company accrued interest income of $7,125 during the three months ended March 31, 2020 of $748. No interest expense was accrued in fiscal year 2021 asJune 30, 2022 compared to $0 during the related party debt was alleviated as a result of the stock sale with a previous shareholder.six months ended June 30, 2021.

Net Loss. The Company incurred a net loss of $20,924$429,028 during the six months ended June 30, 2022 compared to $59,546 during the same period in 2021. The Company incurred a net loss of $256,344 during the three months ended March 31, 2021June 30, 2022 compared to $3,278$38,622 during the same period in 2020.2021. The increase in net loss is a result of increased general and administrative expenses.and professional fees.

Liquidity and Capital Resources

As of MarchDecember 31, 2021, the Company had cash of $0$5,843, with current assets totaling $0totalling $5,843 and current liabilities totaling $6,730. The additiontotalling $99,751 creating a working capital deficit of an intercompany loan of $20,924 has created an increase in cash flows of $20,924.$93,908. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730 and atotalling $31,370, related party payable of $20,924.$68,021

As of December 31, 2020, weJune 30, 2022, the Company had cash of $0,$39,543 with current assets totaling $0totalling $46,668 and current liabilities totaling $93,765totalling $569,603 creating a working capital deficit of $93,765.

The Company does not have any revenue generating activities currently$522,935. Current liabilities consisted of accounts payable of $6,730, related party payable of $522,873 and all expenditures are funded and paid for by a related entity.other current liabilities of $40,000.

Cash Flows

Net cash usedgenerated in operating activities was $20,294 during the three months ended March 31, 2021 compared to cash used in operating activities of $48 during the three months ended March 31, 2020.

Net cash provided by financing activities was $20,924$33,700 and $0 during the threesix months ended March 31,June 30, 2022 and 2021, and 2020, respectively.

Segment ReportingThere were no cash flows from investing activities during the six months ended June 30, 2022 and 2021, respectively.

The Company’s business currently operates in one segment.

Critical Accounting Policies and Estimates

There were no material changes in critical accounting policies and estimatescash flows from financing activities during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7 of the Company’s Annual Report on Form 10-K for the yearsix months ended December 31, 2020 for a complete list of our Critical Accounting PoliciesJune 30, 2022 and Estimates.2021, respectively.

Financial Impacts of COVID-19

In early March 2020, there was a global outbreak of COVID-19 that resulted in an economic downturn, changes in global supply and demand, and the temporary closure of non-essential businesses in many states. To date COVID-19 has not impacted the Company’s business. In connection with the outbreak, the Company continues to monitor potential impacts, which may materially impact the Company’s finances and operations. Due to the uncertainties surrounding COVID-19, the full impact of the outbreak and the scope of any cumulative adverse impact on the Company’s finances and operations cannot be fully determined at this time and largely depends on the ongoing severity, duration and spread of COVID-19.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.During 2021, the Company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $500,000. Subject to agreed terms, the total obligation of the Company to make revolving credit loan in an aggregate principal amount shall not exceed $5,000,000. The loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate equal to LIBOR plus 5.25%.

The Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. As of December 31, 2021 the Company has additional available borrowings of $836,500 after it was provided $163,500 as a related party transaction for the credit commitment agreement with Novea. As of March 30, 2022 Newpoint Capital Limited made a payment of $167,300 on behalf of the Company as per credit agreement with Novea

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We have identified control issues that resulted in the misstatements outlined in the restatement footnote. These issues relate specifically to the purchase and sale agreement language that did not convey the intent of both parties to the transaction. This resulted in confusion as to both the share count authorized and outstanding and the amount of outstanding liabilities that were required to stay on the balance sheet as a result of the agreement.

The current managementSecurities and Exchange Commission, or the SEC, 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 place post-acquisition have responded by puttingthe reports that it files or submits under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in proper oversight of accounting systemsthe SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and areprocedures designed to ensure that information required to be disclosed by an issuer in the processreports that it files or submits under the Exchange Act 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 implementing internal accounting controls commensurateand procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act 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 officer 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 current scopeparticipation of operations. As operations advance,our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Company becomes operational, so too will all accountingChief Executive Officer has concluded that the Company’s disclosure controls and procedures were not effective as well as SOX controls required by both US GAAP and SEC regulationsof such date due to the material weaknesses identified in the Company’s annual report on Form 10-K for publicly traded organizations.the year ending December 31, 2021.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of our last fiscal quarter as covered by this report on March 31, 2021June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error or all fraud and is not effective. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

PAPARTRT II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be aWe are not party to, litigation or other legal proceedings that we consider to be part of the ordinary course ofand our business. At present, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of, any pendingmaterial legal proceedings.

An investment in our shares is speculative and involves a high degree of risk. Therefore, you should not invest in our shares unless you are able to bear a loss of your entire investment. You should carefully consider the following factors as well as those set forth in our annual report on Form 10- K for the year ended December 31, 2020 and the other information contained herein before deciding to invest in our shares.Item 1A. Risk Factors.

SmallerNot required for smaller reporting companies are not required to provide the information required by this item.companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

None.Item 3. Defaults Upon Senior Securities.

None.

None.Item 4. Mine Safety Disclosures.

No disclosure required.

N/AItem 5. Other Information.

None.

Item 6. Exhibits.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.