10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 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.)

100 Pearl Street, #265 Hartford, CT	06103
(Address of principal executive offices)	(Zip Code)

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.

Large accelerated filer ☐		Accelerated filer ☐
Emerging growth company ☐	(Do not check if a smaller reporting company)	Smaller reporting 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):       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.

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

Item #	Description	Page Numbers
	PART I - FINANCIAL INFORMATION
ITEM 1	UNAUDITED FINANCIAL STATEMENTS
	Condensed Balance Sheets	3
	Condensed Statement of Operations	4
	Condensed Statement of Comprehensive Income	4
	Condensed Statement of Changes in Stockholders’ Deficit	5
	Condensed Statement of Cash Flows	6
	Notes to Condensed Financial Statements (Unaudited)	7
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4	CONTROLS AND PROCEDURES	12
	PART II – OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	13
ITEM 1A	RISK FACTORS	13
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4	MINE SAFETY DISCLOSURES	13
ITEM 5	OTHER INFORMATION	13
ITEM 6	EXHIBITS	13
	SIGNATURES	14

2

NEWPOINT FINANCIAL CORP.

UNAUDITED BALANCE SHEETS

	March 31,			December 31,
	2021			2020
ASSETS:
TOTAL ASSETS	$	-		$	-
LIABILITIES & STOCKHOLDER’S DEFICIT:
Current Liabilities:
Accounts Payable	$	6,730		$	6,730
Accounts Payable - Related Party		-			29,829
Interest Payable - Related Party		-			11,156
Loan Payable - Related Party		-			46,050
Total Current Liabilities		6,730			93,765
Due to Related Party		20,924			-
Total Liabilities		27,654			93,765
Stockholder’s Deficit:
Preferred Stock		-			-
Common Stock		19,154			216
Additional Paid-In Capital		419,028			350,931
Accumulated Deficit		(465,836	)		(444,912	)
Total Stockholder’s Deficit		(27,654	)		(93,765	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	-		$	-

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

3

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	For the three months ended
	March 31,
	2021			2020
Revenues:
Expenses:
Professional fees	$	-		$	1,500
General and administrative expense		20,924			1,030
Total Operating Expenses		20,924			2,530
Operating Loss		(20,924	)		(2,530	)
Other Income (Expense)
Interest expense		-			(748	)
Total Other Income (Expense)		-			(748	)
Net Loss	$	(20,924	)	$	(3,278	)
Basic & Diluted Loss per Common Share	$	(0.0011	)	$	(0.0152	)
Weighted Average Common Shares Outstanding		19,153,923			216,185

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

4

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY

	For the Three Months Ended March 31, 2021
		Preferred Stock			Common Stock				Additional					Total
		Shares		Par Value	Shares		Par Value		Paid-In Capital		Accumulated Deficit			Stockholders’ Deficiency
Balance as of December 31, 2020		-	$	-	216,185	$	216	$	350,931	$	(444,912	)	$	(93,765	)
Impacts of stock sale		-		-	18,937,738		18,938		68,097		-			87,035
Net Loss for the Quarter Ended March 31, 2021		-		-	-		-		-		(20,924	)		(20,924	)
Balance as of March 31, 2021		-	$	-	19,153,923	$	19,154	$	419,028	$	(465,836	)	$	(27,654	)

	For the Three Months Ended March 31, 2020
		Preferred Stock			Common Stock				Additional					Total
		Shares		Par Value	Shares		Par Value		Paid-In Capital		Accumulated Deficit			Stockholders’ Deficiency
Balance as of December 31, 2019		-	$	-	216,185	$	216	$	350,931	$	(434,459	)	$	(83,312	)
Net Loss for the Quarter Ended March 31, 2020		-		-	-		-		-		(3,278	)		(3,278	)
Balance as of March 31, 2020		-	$	-	216,185	$	216	$	350,931	$	(437,737	)	$	(86,590	)

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

5

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF CASH FLOWS

	For the three months ended
	March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(20,924	)	$	(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		(20,924	)		(48	)
CASH FLOWS FROM FINANCING
Proceeds from Loan Payable - Related Party		20,924			-
Net Cash Provided by Financing Activities		20,924			-
Net Increase (Decrease) in Cash		-			(48	)
Cash at Beginning of Period		-			78
Cash at End of Period	$	-		$	30
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Reverse Stock Split 500-1 stated retroactively as of 3.31.2020

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

6

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 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 Company executed a transaction where the primary shareholder liquidated their shares in exchange cash and stock considerations. As a result of the transaction Judo Capital Corp changed its name to Newpoint Financial Corp. 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. 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC) for interim information, including the instructions to the Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2020. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. 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.

7

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021

(Unaudited)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2021 and December 31, 2020 the Company has not recorded any unrecognized tax benefits.

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 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 accounting standards for revenue recognition. As the Company has no revenue generating activities the adoption of the revenue standard had no impact on the Company.

In 2019, the Company adopted FASB ASU 2016-02, Leases (Topic 842), which provides an updated definition of a lease contract, including guidance on the combination and separation of contracts. The standard requires lessees recognize a right-of-use asset and a lease liability for all lease contracts. The Company has determined it does not have any lease agreements and as a result this standard has not impacted the Company’s financial statements.

NOTE 4 – 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 no current or historical revenues, has incurred net losses of $20,924 and $3,278 during the three months ended March 31, 2021 and 2020, respectively. The Company has an accumulated deficit of $465,836 and $444,912 as of March 31, 2021 and December 31, 2020, and has experienced negative 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. 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 and will continue to have its expenditures paid for by a related entity (see Note 6). Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.

8

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021

(Unaudited)

NOTE 5 – 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, 2021 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 19,153,923 and 216,185 shares of common stock issued and outstanding, respectively.

In February 2021, the Company finalized a 500-1 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 collateral 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 a related party free of rent.

NOTE 7 – 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 year in exchange for 3.75% of Citadel’s common shares over the course of 10 years beginning December 31, 2021 until it has acquired all 37.5%. The transaction is subject to approval by the New Jersey Insurance Commission.

9

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

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

Forward-looking Information

This quarterly report on Form 10-Q contains 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. 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.

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 general and administrative expenses of $20,924 during the three months ended March 31, 2021 compared to $1,030 during the same period in 2020. The increase in expenses was due to various expenses resulting from setting up the new entity.

10

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

Professional fees. The Company incurred no professional fees during the three months ended March 31, 2021 compared to $1,500 during the same period in 2020. Given the state of operations of the entity the Company would not expect a large amount of professional fees.

Loss From Operations. The Company incurred an operating loss of $20,924 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 general and administrative costs associated with the change in control.

Other Income (Expense). The Company incurred interest expense of during the three months ended March 31, 2020 of $748. No interest expense was accrued in fiscal year 2021 as the related party debt was alleviated as a result of the stock sale with a previous shareholder.

Net Loss . The Company incurred a net loss of $20,924 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 expenses.

Liquidity and Capital Resources

As of March 31, 2021, the Company had cash of $0 with current assets totaling $0 and current liabilities totaling $6,730. The addition of an intercompany loan of $20,924 has created an increase in cash flows of $20,924. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730 and a related party payable of $20,924.

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.

The Company does not have any revenue generating activities currently and all expenditures are funded and paid for by a related entity.

Cash Flows

Net cash used 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 and $0 during the three months ended March 31, 2021 and 2020, respectively.

Segment Reporting

The Company’s business currently operates in one segment.

Critical Accounting Policies and Estimates

There were no material changes in critical accounting policies and estimates 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 year ended December 31, 2020 for a complete list of our Critical Accounting Policies and Estimates.

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.

11

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 management in place post-acquisition have responded by putting in proper oversight of accounting systems and procedures and are in the process of implementing internal accounting controls commensurate with the current scope of operations. As operations advance, and the Company becomes operational, so too will all accounting controls, procedures as well as SOX controls required by both US GAAP and SEC regulations for publicly traded organizations.

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.

12

Newpoint Financial Corp.

March 31, 2021

(Unaudited)

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.

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 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.
Exhibit 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.

13

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: November 15, 2021
	By:	/s/ Jirodhan Dominic Persad
		Jirodhan Dominic Persad, Chief Executive Officer and President
Dated: November 15, 2021	By:	/s/ Gary Shirshac
		Gary Shirshac, Chief Financial Officer and Secretary

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SEC Rules 13a-14(a) and 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jirodhan Dominic Persad, certify that:

1. I have reviewed this Quarterly report on Form 10-Q of Newpoint Financial Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021	/s/ Jirodhan DominicPersad
	Jirodhan Dominic Persad
	Chief Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jirodhan Dominic Persad, the Chief Executive Officer of Newpoint Financial Corp., INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s amended Quarterly Report on Form 10 Q for the quarter ended March 31, 2021 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 15th day of November, 2021.

/s/ Jirodhan Dominic Persad

Jirodhan Dominic Persad

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Newpoint Financial Corp. and will be retained by Newpoint Financial Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Cover	3 Months Ended
	Mar. 31, 2021 shares
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Amendment No: 1
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-54953
Entity Registrant Name	NEWPOINT FINANCIAL CORP.
Entity Central Index Key	0001445831
Entity Tax Identification Number	47-2653358
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Pearl Street
Entity Address, Address Line Two	#265
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06103
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	19,153,923

XML

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
ASSETS:
TOTAL ASSETS
Current Liabilities:
Accounts Payable	6,730	6,730
Accounts Payable - Related Party		29,829
Interest Payable - Related Party		11,156
Loan Payable - Related Party		46,050
Total Current Liabilities	6,730	93,765
Due to Related Party	20,924
Total Liabilities	27,654	93,765
Stockholder’s Deficit:
Preferred Stock
Common Stock	19,154	216
Additional Paid-In Capital	419,028	350,931
Accumulated Deficit	(465,836)	(444,912)
Total Stockholder’s Deficit	(27,654)	(93,765)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

XML

Statement of Operations and Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Expenses:
Professional fees		$ 1,500
General and administrative expense	20,924	1,030
Total Operating Expenses	20,924	2,530
Operating Loss	(20,924)	(2,530)
Other Income (Expense)
Interest expense		(748)
Total Other Income (Expense)		(748)
Net Loss	$ (20,924)	$ (3,278)
Basic & Diluted Loss per Common Share	$ (0.0011)	$ (0.0152)
Weighted Average Common Shares Outstanding	19,153,923	216,185

XML

Statement of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019		$ 216	$ 350,931	$ (434,459)	$ (83,312)
Balance, shares at Dec. 31, 2019		216,185
Net Loss				(3,278)	(3,278)
Ending balance, value at Mar. 31, 2020		$ 216	350,931	(437,737)	(86,590)
Balance, shares at Mar. 31, 2020		216,185
Beginning balance, value at Dec. 31, 2020		$ 216	350,931	(444,912)	(93,765)
Balance, shares at Dec. 31, 2020		216,185
Impacts of stock sale		$ 18,938	68,097		87,035
Impacts of stock sale, shares		18,937,738
Net Loss				(20,924)	(20,924)
Ending balance, value at Mar. 31, 2021		$ 19,154	$ 419,028	$ (465,836)	$ (27,654)
Balance, shares at Mar. 31, 2021		19,153,923

XML

Statement of Cash Flow (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (20,924)	$ (3,278)
Changes In:
Accounts Payable		982
Accounts Payable - Related Party		1,500
Interest Payable - Related Party		748
Net Cash Used in Operating Activities	(20,924)	(48)
CASH FLOWS FROM FINANCING
Proceeds from Loan Payable - Related Party	20,924
Net Cash Provided by Financing Activities	20,924
Net Increase (Decrease) in Cash		(48)
Cash at Beginning of Period		78
Cash at End of Period		30
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Reverse Stock Split 500-1 stated retroactively as of 3.31.2020

XML

Statement of Cash Flow (Unaudited) (Parenthetical)	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Mar. 31, 2020
Statement of Cash Flows [Abstract]
Reverse stock split	500-1	500-1

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

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 Company executed a transaction where the primary shareholder liquidated their shares in exchange cash and stock considerations. As a result of the transaction Judo Capital Corp changed its name to Newpoint Financial Corp. 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. 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.

XML

CURRENT PERIOD RESTATEMENT

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

CURRENT PERIOD RESTATEMENT

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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC) for interim information, including the instructions to the Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2020. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. 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.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021

(Unaudited)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2021 and December 31, 2020 the Company has not recorded any unrecognized tax benefits.

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 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 accounting standards for revenue recognition. As the Company has no revenue generating activities the adoption of the revenue standard had no impact on the Company.

In 2019, the Company adopted FASB ASU 2016-02, Leases (Topic 842), which provides an updated definition of a lease contract, including guidance on the combination and separation of contracts. The standard requires lessees recognize a right-of-use asset and a lease liability for all lease contracts. The Company has determined it does not have any lease agreements and as a result this standard has not impacted the Company’s financial statements.

XML

GOING CONCERN

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 4 – 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 no current or historical revenues, has incurred net losses of $20,924 and $3,278 during the three months ended March 31, 2021 and 2020, respectively. The Company has an accumulated deficit of $465,836 and $444,912 as of March 31, 2021 and December 31, 2020, and has experienced negative 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. 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 and will continue to have its expenditures paid for by a related entity (see Note 6). Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.

Newpoint Financial Corp.

Notes to Condensed Financial Statements

March 31, 2021

(Unaudited)

XML

STOCKHOLDERS’ DEFICIT

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE 5 – 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, 2021 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 19,153,923 and 216,185 shares of common stock issued and outstanding, respectively.

In February 2021, the Company finalized a 500-1 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.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

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 collateral 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 a related party free of rent.

XML

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 – 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 year in exchange for 3.75% of Citadel’s common shares over the course of 10 years beginning December 31, 2021 until it has acquired all 37.5%. The transaction is subject to approval by the New Jersey Insurance Commission.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the SEC) for interim information, including the instructions to the Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (U.S. GAAP) for complete financial statement presentation. They should be read in conjunction with the Company’s annual report on Form 10- K for the year ended December 31, 2020. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to fairly present the financial position, results of operations and cash flows for the interim periods presented. 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

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.

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

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 5. Stockholders’ Deficit.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In 2018, 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 accounting standards for revenue recognition. As the Company has no revenue generating activities the adoption of the revenue standard had no impact on the Company.

In 2019, the Company adopted FASB ASU 2016-02, Leases (Topic 842), which provides an updated definition of a lease contract, including guidance on the combination and separation of contracts. The standard requires lessees recognize a right-of-use asset and a lease liability for all lease contracts. The Company has determined it does not have any lease agreements and as a result this standard has not impacted the Company’s financial statements.

XML

ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity incorporation, state or country code	DE
Entity incorporation, date of incorporation	Nov. 16, 2005

XML

CURRENT PERIOD RESTATEMENT (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Related party expense		$ 59,546
Due to related party				$ 29,829
Cash			$ 30		$ 78
Liabilities		$ 27,654		$ 93,765
Reverse stock split	500-1		500-1
Common stock, shares outstanding		19,153,923		216,185
Stock Issued During Period, Value, New Issues		$ 87,035
Adjustments to Additional Paid in Capital, Other		$ 68,097
Net loss per common share		$ (0.0011)	$ (0.0152)
Common Stock [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock Issued During Period, Value, New Issues		$ 18,938
Revision of Prior Period, Error Correction, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Due to related party		102,905
Revision of Prior Period, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Due to related party		1,000,000
Cash		1,000,000
Liabilities		$ 87,035
Net loss per common share		$ 0.5689
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Due to related party		$ 1,000,000
Cash		$ 1,000,000
Common stock, shares outstanding		216,185
Error Correction, Other [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Related party expense		$ 102,905

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Revenues	$ 0	$ 0
Net loss	20,924	$ 3,278
Accumulated deficit	$ 465,836		$ 444,912

XML

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Mar. 31, 2020	Mar. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Preferred stock, shares authorized			50,000,000	50,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$ 0.001	$ 0.001
Common stock, shares issued			19,153,923	216,185
Common stock, shares outstanding			19,153,923	216,185
Reverse stock split	500-1	500-1

XML

RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2021 USD ($)
Related Party Transactions [Abstract]
Related party expenses	$ 59,546

XML

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Citadel Risk Holdings, Inc [Member] $ in Millions	Aug. 20, 2021 USD ($)
Subsequent Event [Line Items]
Equity Method Investment, Ownership Percentage	37.50%
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method	The Company shall pay $1 million per year in exchange for 3.75% of Citadel’s common shares over the course of 10 years beginning December 31, 2021 until it has acquired all 37.5%.
Business Combination, Consideration Transferred	$ 1