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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 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)

 

Phone number: (877) 351-3223

 

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): Yes ☐ No ☒

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 216,185 shares of common stock as of June 30, 2021.

 

 

 

 

 

 

NEWPOINT FINANCIAL CORP.

FORM 10-Q

TABLE OF CONTENTS

 

Item # Description

Page

Numbers

     
  PART I 4
     
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 14
     
ITEM 4 CONTROLS AND PROCEDURES 14
     
  PART II 15
     
ITEM 1 LEGAL PROCEEDINGS 15
     
ITEM 1A RISK FACTORS 15
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 15
     
ITEM 4 MINE SAFETY DISCLOSURES 15
     
ITEM 5 OTHER INFORMATION 15
     
ITEM 6 EXHIBITS 16
     
  SIGNATURES 17

 

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 1 FINANCIAL STATEMENTS

 

NEWPOINT FINANCIAL CORP.

 

UNAUDITED FINANCIAL STATEMENTS

 

June 30, 2021

 

CONTENTS

 

Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 (Audited) Page 5
   
Statements of Operations for the three months and six months ended June 30, 2021 and 2020 (Unaudited) Page 6
   
Statements of Changes in Stockholders’ Equity (Deficit) for the six months ended June 30, 2021 and 2020 (Unaudited) Page 7
   
Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited) Page 8
   
Notes to Financial Statements (Unaudited) Page 9

 

4

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED BALANCE SHEETS

 

    2021     2020  
    June 30,     December 31,  
    2021     2020  
ASSETS                
Current Assets:                
Cash       $ -  
Total Current Assets     -       -  
                 
TOTAL ASSETS   $ -     $ -  
                 
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     175,429          
Loan Payable - Related Party     46,050       46,050  
                 
Total Current Liabilities     269,194       93,765  
                 
Total Liabilities     269,194       93,765  
                 
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     (620,341 )     (444,912 )
                 
Total Stockholder’s Deficit     (269,194 )     (93,765 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT   $ -     $ -  

 

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

 

5

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED COMPREHENSIVE INCOME

 

    2021     2020     2021     2020  
    (Unaudited)     (Unaudited)  
    For the three months ended     For the six months ended  
    June 30,     June 30,  
    2021     2020     2021     2020  
                         
Revenues:                                
                                 
Expenses:                                
General and administrative expense     121     $ 1,794       23,950     $ 2,824  
Professional fees     51,479       500       151,479       2,000  
Total Operating Expenses     51,600       2,294       175,429       4,824  
                                 
Operating Loss     (51,600 )     (2,294 )     (175,429 )     (4,824 )
                                 
Other Income (Expense)                                
Gain on Debt Extinguishment     -       748       -       1,496  
Interest expense     -       -       -       -  
                                 
Total Other Income (Expense)     -       748       -       1,496  
                                 
Net Loss   $ (51,600 )   $ (3,042 )   $ (175,429 )   $ (6,320 )
                                 
Basic & Diluted Loss per Common Share   $ (0.24 )   $ (0.00 )   $ (0.81 )   $ (0.00 )
                                 
Weighted Average Common Shares Outstanding     216,185       69,322,426       216,185       69,322,426  

 

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

 

6

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY

For The Six Months Ended June 30, 2021

 

 

    Shares     Par Value     Shares     Par Value     Additional Paid-In Capital     Accumulated Deficit     Total Stockholders’ Deficiency  
    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     -       -       -       -       -        (17,608 )     (17,608 )
                                                         
Balance as of December 31, 2019     -       -       216,185       216     $ 350,931     $ (434,459 )   $ (83,312 )
                                                         
Net Loss for the Year Ended December 31, 2020             -                -        -      $ (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, 2020     -       -       216,185     $ 216     $ 350,931     $ (568,741 )   $ (217,594 )
                                                         
Net Loss for the Quarter Ended June 30, 2021     -       -       -        -        -      $ (51,600 )   $ (51,600 )
                                                         
Balance as of June 30, 2021     -       -       216,185     $ 216     $ 350,931     $ (620,341 )   $ (269,194 )

 

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

 

7

 

 

NEWPOINT FINANCIAL CORP.

UNAUDITED STATEMENT OF CASH FLOWS

 

    2021     2020  
    For the six months ended  
    June 30,  
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net Loss   $ (175,429 )   $ (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     (175,429 )     (48 )
                 
CASH FLOWS FROM FINANCING                
Proceeds from Loan Payable - Related Party     175,429       -  
Net Cash Provided by Financing Activities     175,429       -  
                 
Net (Decrease) Increase in Cash     175,429          
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   $ -     $ -  
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 unaudited financial statements

 

8

 

 

Newpoint Financial Corp.

Notes to Financial Statements

June 30, 2021

(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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements as of the six months ended June 30, 2021 and June 30, 2020 have been prepared in accordance with United States Generally Accepted Accounting Principles 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 June 30, 2021 and the results of operations for the six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the six months ended June 30, 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

 

None.

 

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

June 30, 2021

(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 3. Stockholders’ Deficit.

 

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.

 

10

 

 

Newpoint Financial Corp.

Notes to Financial Statements

June 30, 2021

(Unaudited)

 

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 3 – GOING CONCERN

 

The accompanying 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 revenues, has incurred net losses of $10,453 and $17,608 during the years ended December 31, 2020 and December 31, 2019. The Company has an accumulated deficit of $444,912 and $434,459 as of December 31, 2020 and December 31, 2019, and has experienced negative cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company needs to raise additional capital. 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.

 

We understand from the Directors of Newpoint Financial Corp (formally Judo Capital Corp) that the new Shareholders and Directors being put in place will ensure new capitals and revenues are put into the Company.

 

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 June 30, 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 June 30, 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 June 30, 2021 and 2020

 

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

 

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

 

General and Administrative expenses. The Company incurred $121 of general and administrative expenses during the three months ended June 30, 2021 compared to $1,794 during the same period in 2020.

 

Professional fees. The Company incurred $51,479 of professional fees during the three months ended June 30, 2021 compared to $500 during the same period in 2020. The increase in professional fees is the result of the Company incurring costs associated with consultants and transfer agent costs during the period.

 

Loss From Operations. The Company incurred an operating loss of $51,600 during the three months ended June 30, 2021 compared to $2,294 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 June 30, 2021 compared to $748 during the three months ended June 30, 2020.

 

Net Loss . The Company incurred a net loss of $51,600 during the three months ended June 30, 2021 compared to $3,042 during the same period in 2020. The increase in net loss is a result of increased general and administrative and professional fees.

 

12

 

 

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 June 30, 2021, we had cash of $0 with current assets totaling $0 and current liabilities totaling $269,194. The addition of an intercompany loan of $175,429 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.

 

Cash Flows

 

Net cash used in operating activities was $(175,429) and $(48) during the six months ended June 30, 2021 and 2020, respectively.

 

Net cash provided by financing activities was $175,429 million and $0 during the six months ended June 30, 2021 and 2020, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

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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 June 30, 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.

 

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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.

 

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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.

 

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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: September 7, 2021    
  By: /s/ Jirodhan Dominic Persad
    Jirodhan Dominic Persad, Chief Executive Officer and President
     
Dated: September 7, 2021 By: /s/ Gary Shirshac
    Gary Shirshac, Chief Financial Officer and Secretary

 

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