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 and nine months ended September 30, 2021 and 2020

Revenues . The Company had no revenue during the three and nine months ended September 30, 2021 or 2020.

Cost of Revenues . The Company had no cost of revenues for the three and nine months ended September 30, 2021 or 2020.

General and Administrative expenses. The Company incurred no general and administrative expenses during the three months ended September 30, 2021 compared to $750 during the same period in 2020. The Company incurred general and administrative expenses of $20,924 during the nine months ended September 30, 2021 compared to $3,574 for the nine months ended September 30, 2020. The increase was a result of various expenses resulting from setting up the new entity.





9







                            Newpoint Financial Corp.

                               September 30, 2021

                                  (Unaudited)


Professional fees. The Company incurred $32,290 and $70,912 of professional fees during the three and nine months ended September 30, 2021 compared to $1,000 and $3,000 during the same periods in 2020, respectively. The increase in professional fees is the result of the Company incurring costs associated with consultants, transfer agent costs and accounting fees during the period.

Loss From Operations. The Company incurred an operating loss of $32,290 and $91,836 during the three and nine months ended September 30, 2021 compared to $1,750 and $6,574 during the same periods 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 during the three and nine months ended September 30, 2020 of $756 and $2,252, respectively. 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. The Company also recognized a gain on debt extinguishment of $7,805 in Q3 of 2020, no such gain has been recognized in 2021.

Net Loss . The Company incurred a net losses of $32,290 and $91,836 during the three and nine months ended September 30, 2021 compared to net income of $5,299 and a net loss of $1,021 during the same periods in 2020. The increase in net loss is a result of increased general and administrative and professional fees.

Liquidity and Capital Resources

As of September 30, 2021, the Company had cash of $0 with current assets totaling $0 and current liabilities totaling $31,730, creating a working capital deficit of $31,730. Current liabilities consisted of accounts payable and accrued liabilities totaling $31,730. There is also a long-term payable to a related party of $66,836 at September 30, 2021.

As of December 31, 2020, we had cash of $0, with current assets totaling $0 and current liabilities totaling $9,765 creating a working capital deficit of $93,765. Current liabilities consisted of accounts payable and accrued liabilities totaling $6,730, related party payables of $29,829, interest payable to a related party of $11,156 and related party debt of $46,050.

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 $66,836 during the nine months ended September 30, 2021 compared to $44 during the nine months ended September 30, 2020.

Net cash provided by financing activities was $66,836 and $0 during the nine months ended September 30, 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.





10







                            Newpoint Financial Corp.

                               September 30, 2021

                                  (Unaudited)

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