Current Report Filing (8-k)
03 Février 2023 - 12:08PM
Edgar (US Regulatory)
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0001445831
2023-02-01
2023-02-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February
1, 2023
Newpoint
Financial Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-54953 |
|
47-2653358 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
433
North Camden Drive, Suite 725
Beverly
Hills, CA 90210
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 877-351-3223
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)
of the Act: |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01.Change in Registrant’s Certifying Accountant.
(a)
Dismissal of independent registered public accounting firm
On
February 2, 2023, the of the Board of Directors (the “Board”) of Newpoint Financial Corp. (the “Company”) dismissed
MahoneySabol & Company, LLP (“MahoneySabol”) as the Company’s independent
registered public accounting firm, effective immediately in anticipation of the appointment of PKF O’Connor Davies, LLP (“PKF”)
as the Company’s new independent registered public accounting firm as discussed below. The decision to change the Company’s
independent registered public accounting firm from MahoneySabol to PKF was unanimously approved
by the Board.
The
reports of Mahoney Sabol & Company LLP on the consolidated financial statements of the Company for the fiscal years ended December
31, 2021 and December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that, the reports included an explanatory
paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern.
During
the fiscal years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through September 30, 2022, there were
no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and MahoneySabol on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved to MahoneySabol’s
satisfaction, would have caused MahoneySabol to make reference to the subject matter
of the disagreements in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31,
2021 and December 31, 2020 and the subsequent interim period through January 31, 2023, there were no reportable events of the type described
in Item 304(a)(1)(v) of Regulation S-K.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided MahoneySabol with
a copy of the disclosures contained in this Item 4.01 of this Form 8-K and requested that MahoneySabol
furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements
contained herein. A copy of MahoneySabol’s letter, dated February 2, 2023, is filed
as Exhibit 16.1 to this Form 8-K.
(b)
Appointment of independent registered public accounting firm
As
discussed above, the Board appointed PKF as the Company’s new independent registered public accounting firm effective as of February
2, 2023.
During
the Company’s two most recent years ended December 31, 2021 and December 31, 2020 and in the subsequent interim period through
September 30, 2022, neither the Company nor anyone on its behalf consulted PKF regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that PKF concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv)
and Item 304(a)(1)(v), respectively. The Board has authorized MahoneySabol to respond fully
to all inquiries of PKF.
Item
9.01.Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Newpoint
Financial Corp. |
|
|
|
Dated:
February 2, 2023 |
By: |
/s/
Keith Beekmeyer |
|
Name: |
Keith
Beekmeyer |
|
Title: |
Chief
Executive Officer |
NewPoint Financial (CE) (USOTC:NPFC)
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