10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

[   ]  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)

Delaware	47-2653358
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
290 State Street
New London, CT	06320
(Address of principal executive offices)	(Zip Code)

Phone number:  978-835-9361

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 [X] 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 [X] 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.

[   ]	Large accelerated filer	[   ]	Accelerated filer
[X]	Non-accelerated filer	[   ]	Smaller reporting company
	(Do not check if a smaller reporting company)
[X]	Emerging Growth Company

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 [X]

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: 216,185 shares of common stock as of May 31, 2021.

1

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

Item #	Description	Page Numbers
	PART I
ITEM 1	UNAUDITED FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4	CONTROLS AND PROCEDURES	13
	PART II
ITEM 1	LEGAL PROCEEDINGS	14
ITEM 1A	RISK FACTORS	14
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4	MINE SAFETY DISCLOSURES	14
ITEM 5	OTHER INFORMATION	14
ITEM 6	EXHIBITS	14
	SIGNATURES	15

2

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:

·risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment; 

·our ability to attract new clients and retain existing clients; 

·our ability to retain and attract key employees; 

·risks associated with assumptions we make in connection with our critical accounting estimates; 

·potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; 

·potential downgrades in the credit ratings of our securities; 

·risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and 

·developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world. 

Investors should carefully consider 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.

3

PART I

ITEM 1FINANCIAL STATEMENTS 

NEWPOINT FINANCIAL CORP.

UNAUDITED FINANCIAL STATEMENTS

March 31, 2021

CONTENTS

	Page
Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020 (Audited)	5
Statements of Operations for the three months and three months ended March 31, 2021 and 2020 (Unaudited)	6
Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2021 and 2020 (Unaudited)	7
Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)	8
Notes to Financial Statements (Unaudited)	9

4

NEWPOINT FINANCIAL CORP.

BALANCE SHEETS

		December 31,		March 31,
		2020		2021
ASSETS
Current Assets:
Cash	$	-	$	1,000,000
Total Current Assets		-		1,000,000
TOTAL ASSETS	$	-	$	1,000,000
LIABILITIES & STOCKHOLDER'S DEFICIT
Current Liabilities:
Accounts Payable	$	6,730	$	6,730
Accounts Payable - Related Party		29,829		29,829
Interest Payable - Related Party		11,156		11,156
Intercompany payable		-		1,123,829
Loan Payable - Related Party		46,050		46,050
Total Current Liabilities		93,765		1,217,594
Total Liabilities		93,765		1,217,594
Stockholder's Deficit
Preferred Stock, par value $0.001, 50,000,000 shares Authorized, 0 Issued or Outstanding at December 31, 2020 and December 31, 2019		-		-
Common Stock, par value $0.001, 100,000,000 shares Authorized, 216,185 shares Issued and Outstanding at December 31, 2020 and December 31, 2019		216		216
Additional Paid-In Capital		350,931		350,931
Accumulated Deficit		(444,912)		(568,741)
Total Stockholder's Deficit		(93,765)		(217,594)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	-	$	1,000,000

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

5

NEWPOINT FINANCIAL CORP.

STATEMENTS OF OPERATIONS

		For the three months ended
		March 31,
		2021		2020
Revenues:
Expenses:
General and administrative expense	$	23,829	$	1,030
Professional fees		100,000		1,500
Total Operating Expenses		123,829		2,530
Operating Loss		(123,829)		(2,530)
Other Income (Expense)
Interest expense		-		(748)
Total Other Income (Expense)		-		(748)
Net Loss	$	(123,829)	$	(3,278)
Basic & Diluted Loss per Common Share	$	(0.57)	$	(0.00)
Weighted Average Common Shares Outstanding		216,185		69,322,426

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

6

NEWPOINT FINANCIAL CORP.

STATEMENT OF STOCKHOLDERS' DEFICIT

For The Three Months Ended March 31, 2021

	Preferred Stock			Common Stock
	Shares		Par Value	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Deficiency
Net Loss for the Year Ended December 31, 2019	-		-	-		-		-	$	(10,453)	$	(10,453)
Balance as of December 31, 2020	-	$	-	216,185	$	216	$	350,931	$	(444,912)	$	(93,765)
Net Loss for the Quarter Ended March 31, 2021	-		-	-		-		-	$	(123,829)	$	(123,829)
Balance as of December 31, 2021	-	$	-	216,185	$	216	$	350,931	$	(568,741)	$	(217,594)

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

7

NEWPOINT FINANCIAL CORP.

STATEMENT OF CASH FLOWS

		For the three months ended
		March 31,
		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(123,829)	$	(3,278)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes In:
Accounts Payable		-		982
Accounts Payable - Related Party		-		1,500
Interest Payable - Related Party		-		748
Net Cash Used in Operating Activities		(123,829)		(48)
CASH FLOWS FROM FINANCING
Proceeds from Loan Payable - Related Party		1,123,829		-
Net Cash Provided by Financing Activities		1,123,829		-
Net (Decrease) Increase in Cash		1,000,000		-
Cash at Beginning of Period		-		78
Cash at End of Period	$	1,000,000	$	30
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-	$	-
Franchise Taxes	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Reverse Stock Split 500-1 stated retroactively as of 12.31.2020 and 12.31.2019

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

8

Newpoint Financial Corp.

Notes to Financial Statements March 31, 2020

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had planned to operate in real estate investment market focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware). On February 12, 2021.

NOTE 2 – GOING CONCERN

The organizations going concern issue has been eliminated by both the change of control and an injection of cash to the company.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements as of the three months ended March 31, 2021 and March 31, 2020 have been prepared in accordance with accounting principles generally accepted 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, 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 March 31, 2021 and the results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 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

Certain reclassifications have been made to the presentation for the three months ended March 31, 2021 to make them comparable to the current years’ presentation.

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.

9

Newpoint Financial Corp.

Notes to Financial Statements March 31, 2020

(Unaudited)

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 the previous years ended December 31, 2020 and 2019, the Company has not recorded any unrecognized tax benefits.

Segment Reporting

The Company’s business currently operates in one segment.

Net Loss per Share

The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.

Recently Issued Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

10

Newpoint Financial Corp.

Notes to Financial Statements March 31, 2020

(Unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Related Parties (Continued)

The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding as of March 31, 2020 or December 31, 2020.

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, 2021 and December 31, 2020 there were 216,185 shares of common stock issued and outstanding.

NOTE 5 – SUBSEQUENT EVENTS

The Company had evaluated all events occurring subsequent to the balance sheet date and determined there are no additional events to disclose.

11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-looking Information

This Form 10-Q quarterly report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward- looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Results of Operations

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

Revenues . The Company had no revenue during the three months ended March 31, 2021 or 2020.

Cost of Revenues . The Company had no cost of revenues for the three months ended March 31, 2021 or 2020.

General and Administrative expenses. The Company incurred $23,829 of general and administrative expenses during the three months ended March 31, 2021 compared to $1,030 during the same period in 2020. The increase in general and administrative expenses relate to both SEC filing fees and costs relating to the addition of a transfer agent.

Professional fees. The Company incurred $100,000 of professional fees during the three months ended March 31, 2021 compared to $1,500 during the same period in 2020. The increase in professional fees is the result of the Company incurring costs associated with Accountants, Auditors and Attorneys during the period.

Loss From Operations. The Company incurred an operating loss of $123,829 during the three months ended March 31, 2021 compared to $2,530 during the same period in 2020. The increase in net loss is a result of increased professional fees and additional costs associated with the change in control.

Other Income (Expense). The Company incurred interest expense of $0 during the three months ended March 31, 2021 compared to $748 during the three months ended March 31, 2020.

Net Loss. The Company incurred a net loss of $123,829 during the three months ended March 31, 2021 compared to $3,278 during the same period in 2020. The increase in net loss is a result of increased general and administrative and professional fees.

Liquidity and Capital Resources

As of December 31, 2020, we had cash of $0, with current assets totaling $0 and current liabilities totaling $93,765 creating a working capital deficit of $93,765. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payable of $28,929, related party interest payable of $11,156 and a related party loan payable of $46,050.

As of March 31, 2021, we had cash of $1 million with current assets totaling $1 million and current liabilities totaling $1,217,594. The addition of an intercompany loan of $1,123,829 has created an increase in cash flows of $1 million. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payable of $28,929, related party interest payable of $11,156 and a related party loan payable of $46,050.

12

Cash Flows

Net cash used in operating activities was $123,829 and $0 during the three months ended March 31, 2021 and 2020, respectively.

Net cash provided by financing activities was $1 million and $0 during the three months ended March 31, 2021 and 2020, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Craig Burton, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation Craig Burton, our Chief Executive Officer and Chief Financial Officer concluded that as of May 5, 2020, our disclosure controls and procedures were not effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The material weakness identified relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

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, 2021 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.

13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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. Factors that could cause actual results to differ from our expectations, statements or projections include the risks and uncertainties relating to our business described above. The fact that some of the risk factors may be the same or similar to our past filings, means only that the risks are present in multiple periods. We believe that many of the risks detailed here and in our SEC filings are part of doing business in our industry and will likely be present in all periods reported. The fact that certain risks are endemic to our industry does not lessen the significance of the risk. We urge you to carefully consider the following discussion of risks as well as other information regarding our common stock. This report and statements that we may make from time to time may contain forward-looking information. There can be no assurance that actual results will not differ materially from our expectations, statements or projections.

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description
31.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14

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.

Dated: June 14, 2021	By:	/s/ Keith Beekmeyer
		Keith Beekmeyer,
		Chief Executive Officer and President
Dated: June 14, 2021:	By:	/s/ Gary Shirshac
		Gary Shirshac,
		Chief Financial Officer and Secretary

15

EX-31.1

Exhibit 31.1 Section 302 Certification

EX-32.1

Exhibit 32.1 Section 906 Certification

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 31, 2021
Details
Registrant CIK	0001445831
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	000-54953
Entity Registrant Name	Newpoint Financial Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-2653358
Entity Address, Address Line One	290 State Street
Entity Address, City or Town	New London
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06320
Entity Address, Address Description	Address of principal executive offices
City Area Code	978
Local Phone Number	835-9361
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		216,185
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 1,000,000	$ 0
Total Current Assets	1,000,000	0
TOTAL ASSETS	1,000,000	0
Current Liabilities:
Accounts Payable	6,730	6,730
Accounts Payable - Related Party	29,829	29,829
Interest Payable - Related Party	11,156	11,156
Intercompany payable	1,123,829	0
Loan Payable - Related Party	46,050	46,050
Total Current Liabilities	1,217,594	93,765
Total Liabilities	1,217,594	93,765
Stockholder's Deficit
Preferred Stock, Value	0	0
Common Stock, Value	216	216
Additional Paid-In Capital	350,931	350,931
Accumulated Deficit	(568,741)	(444,912)
Total Stockholder's Deficit	(217,594)	(93,765)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$ 1,000,000	$ 0

XML

BALANCE SHEETS - Parenthetical - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Details
Preferred Stock, Par or Stated Value Per Share	$ 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 or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	216,185	216,185
Common Stock, Shares, Outstanding	216,185	216,185

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STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Expenses:
General and administrative expense	$ 23,829	$ 1,030
Professional fees	100,000	1,500
Total Operating Expenses	123,829	2,530
Operating Loss	(123,829)	(2,530)
Other Income (Expense)
Interest expense	0	(748)
Total Other Income (Expense)	0	(748)
Net Loss	$ (123,829)	$ (3,278)
Basic & Diluted Loss per Common Share	$ (0.57)	$ (0.00)
Weighted Average Common Shares Outstanding	216,185	69,322,426

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STATEMENT OF STOCKHOLDERS' DEFICIT - 3 months ended Mar. 31, 2021 - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Dec. 31, 2020	$ 0	$ 216	$ 350,931	$ (444,912)	$ (93,765)
Shares Outstanding, Starting at Dec. 31, 2020	0	216,185
Net Income (Loss)	$ 0	$ 0	0	(123,829)	(123,829)
Shares Outstanding, Ending at Mar. 31, 2021	0	216,185
Equity Balance, Ending at Mar. 31, 2021	$ 0	$ 216	$ 350,931	$ (568,741)	$ (217,594)

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STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (123,829)	$ (3,278)
Changes In:
Accounts Payable	0	982
Accounts Payable - Related Party	0	1,500
Interest Payable - Related Party	0	748
Net Cash Used in Operating Activities	(123,829)	(48)
CASH FLOWS FROM FINANCING
Proceeds from Loan Payable - Related Party	1,123,829	0
Net Cash Provided by Financing Activities	1,123,829	0
Net (Decrease) Increase in Cash	1,000,000
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	0	78
Cash and Cash Equivalents, at Carrying Value, Ending Balance	1,000,000	30
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	0	0
Franchise Taxes	$ 0	$ 0

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NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2021

Notes

NOTE 1 - 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 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. on July 15, 2008 then to Judo Capital Corp on February 15, 2017. The entity is referred to as “the Company”. The Company formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament, this subsidiary is no longer active and has ceased to exist.

On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments and dissolved Classic Rules World Judo Championships, Inc. The Company had planned to operate in real estate investment market focused in the New York City metropolitan area. On February 28, 2018, the Company ceased its plans to operate in the real estate investment market. On January 19, 2021, the Company had a 500-1 reverse stock split with FINRA and Change of Control. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. (Delaware). On February 12, 2021.

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NOTE 2 - GOING CONCERN

3 Months Ended

Mar. 31, 2021

Notes

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

The organizations going concern issue has been eliminated by both the change of control and an injection of cash to the company.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

Notes

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements as of the three months ended March 31, 2021 and March 31, 2020 have been prepared in accordance with accounting principles generally accepted 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, 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 March 31, 2021 and the results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 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

Certain reclassifications have been made to the presentation for the three months ended March 31, 2021 to make them comparable to the current years’ presentation.

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.

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 the previous years ended December 31, 2020 and 2019, the Company has not recorded any unrecognized tax benefits.

Segment Reporting

The Company’s business currently operates in one segment.

Net Loss per Share

The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.

Recently Issued Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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.

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NOTE 4 - STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2021

Notes

NOTE 4 - STOCKHOLDERS' DEFICIT

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. There were no shares of preferred stock issued or outstanding as of March 31, 2020 or December 31, 2020.

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, 2021 and December 31, 2020 there were 216,185 shares of common stock issued and outstanding.

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NOTE 5 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2021

Notes

NOTE 5 - SUBSEQUENT EVENTS

NOTE 5 – SUBSEQUENT EVENTS

The Company had evaluated all events occurring subsequent to the balance sheet date and determined there are no additional events to disclose.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim financial statements as of the three months ended March 31, 2021 and March 31, 2020 have been prepared in accordance with accounting principles generally accepted 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, 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 March 31, 2021 and the results of operations for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Estimates (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies)

3 Months Ended

Mar. 31, 2021

Policies

Reclassifications

Reclassifications

Certain reclassifications have been made to the presentation for the three months ended March 31, 2021 to make them comparable to the current years’ presentation.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

3 Months Ended

Mar. 31, 2021

Policies

Cash and Cash Equivalents

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.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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 the previous years ended December 31, 2020 and 2019, the Company has not recorded any unrecognized tax benefits.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Segment Reporting (Policies)

3 Months Ended

Mar. 31, 2021

Policies

Segment Reporting

Segment Reporting

The Company’s business currently operates in one segment.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss per Share (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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. See Note 4. Net Loss Per Share.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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.

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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Related Parties (Policies)

3 Months Ended

Mar. 31, 2021

Policies

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.

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.

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NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS (Details)	3 Months Ended
	Mar. 31, 2021
Details
Entity Incorporation, State or Country Code	DE
Entity Incorporation, Date of Incorporation	Nov. 16, 2005

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NOTE 4 - STOCKHOLDERS' DEFICIT (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Details
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 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 or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	216,185	216,185
Common Stock, Shares, Outstanding	216,185	216,185