SEC Charges California-Based Company and Company Executives with Disclosure Violations

ADMINISTRATIVE PROCEEDING
File Nos. 3-22153, 3-22154

September 20, 2024 - The Securities and Exchange Commission today announced settled charges against Newpoint Financial Corp. ("Newpoint"), Newpoint's Chief Executive Officer, Keith D. Beekmeyer, and Newpoint's Chief Financial Officer, Andrew M. Bye. The charges concerned the failure to make filings with the Commission as required under the securities laws.

With respect to Newpoint, the SEC's order finds that the company failed to file required current reports on Form 8-K. Specifically, Newpoint failed to file a Form 8-K when it ceased to be a shell company and, on at least five occasions in 2021, failed to file Forms 8-K describing material definitive agreements Newpoint had executed. The SEC's order further finds that two of those definitive agreements should have been disclosed as subsequent events in Newpoint's annual or quarterly filings. In addition, the Commission found that Newpoint failed to have its auditor review its financial statements prior to filing its Form 10-Q and that Newpoint failed to make adequate disclosure when it changed its auditor in July 2021. In a separate order pertaining to Beekmeyer and Bye, the SEC's order finds that the two executives failed to file disclosures with the Commission reflecting their beneficial ownership of Newpoint shares.

With respect to Newpoint, the SEC's order finds that Newpoint violated Section 13(a) of the Securities Exchange Act of 1934 ("Exchange Act"), along with Rules 13a-1, 13a-11, and 13a-13 thereunder and Rule 8-03 of Regulation S-X. With respect to the individuals, the SEC's order finds that Beekmeyer and Bye each violated Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 thereunder. Without admitting or denying the orders' findings, Newpoint, Beekmeyer, and Bye consented to cease-and-desist orders and the payment of civil penalties. Newpoint agreed to pay $250,000, and Beekmeyer and Bye agreed to pay $25,000 each. In addition, Beekmeyer and Bye agreed to comply with an undertaking requiring them to make the filings necessary to be compliant with Sections 13(d) and 16(a) of the Exchange Act.

The SEC's investigation was conducted by Jonathan T. Menitove, Colin D. Forbes, Patrick Noone, Rua Kelly, and Celia Moore of the SEC's Boston Regional Office.