Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 | 433 North Camden Drive | ||
Entity Address, Address Line Two | Suite 725 | ||
Entity Address, City or Town | Beverly Hills | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90210 | ||
City Area Code | (860) | ||
Local Phone Number | 574-9190 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 19,153,923 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Mahoney Sabol & Company, LLP | ||
Auditor Location | Glastonbury, Connecticut | ||
Auditor Firm ID | 264 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 5,843 | |
Total Current Assets | 5,843 | |
Other Assets: | ||
Investments | 50,000,000 | |
Credit Facility | 163,500 | |
Total Other Assets | 50,163,500 | |
TOTAL ASSETS | 50,169,343 | |
Current Liabilities: | ||
Accounts Payable | 31,730 | 6,730 |
Accounts Payable - Related Parties | 68,021 | 29,829 |
Interest Payable - Related Party | 11,156 | |
Loan Payable - Related Parties | 46,050 | |
Total Current Liabilities | 99,751 | 93,765 |
Non-Current Liabilities: | ||
Loan Payable - Related Parties | 50,163,500 | |
Total Liabilities | 50,263,251 | 93,765 |
Stockholders’ Deficit | ||
Preferred Stock, par value $0.001, 50,000,000 shares Authorized, 0 Issued or Outstanding at December 31, 2021 and December 31, 2020 | ||
Common Stock, par value $0.001, 100,000,000 shares Authorized, 19,153,923 shares Issued and Outstanding at December 31, 2021 and 216,185 shares Issued at December 31, 2020 | 19,154 | 216 |
Additional Paid-In Capital | 419,028 | 350,931 |
Accumulated Deficit | (532,090) | (444,912) |
Total Stockholders’ Deficit | (93,908) | (93,765) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 50,169,343 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,153,923 | 216,185 |
Common stock, shares outstanding | 19,153,923 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues: | ||
Expenses: | ||
General and administrative expense | 27,926 | 1,246 |
Professional fees | 59,252 | 14,012 |
Total Operating Expenses | 87,178 | 15,258 |
Operating (Loss) | (87,178) | (15,258) |
Other Income (Expense): | ||
Gain on Debt Extinguishment | 7,805 | |
Interest expense | (3,000) | |
Total Other Income (Expense) | 4,805 | |
Net Loss | $ (87,178) | $ (10,453) |
Basic & Diluted (Loss) per Common Share | $ (0.01) | $ (0.05) |
Weighted Average Common Shares Outstanding | 18,168,123 | 216,185 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 216 | $ 350,931 | $ (434,459) | $ (83,312) | |
Balance, shares at Dec. 31, 2019 | 216,185 | ||||
Net Loss | (10,453) | (10,453) | |||
Balance at Dec. 31, 2020 | $ 216 | 350,931 | (444,912) | (93,765) | |
Balance, shares at Dec. 31, 2020 | 216,185 | ||||
Net Loss | (87,178) | (87,178) | |||
Issue of Common Shares | $ 18,938 | 68,097 | 87,035 | ||
Issue of Common Shares, shares | 18,937,738 | ||||
Balance at Dec. 31, 2021 | $ 19,154 | $ 419,028 | $ (532,090) | $ (93,908) | |
Balance, shares at Dec. 31, 2021 | 19,153,923 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (87,178) | $ (10,453) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Gain on Debt Extinguishment | 7,805 | |
Changes In: | ||
Accounts Payable | 25,000 | (10,501) |
Accounts Payable - Related Party | 68,021 | 10,071 |
Interest Payable - Related Party | 3,000 | |
Net Cash Provided by (Used in) Operating Activities | 5,843 | (78) |
Net Increase (Decrease) in Cash | 5,843 | (78) |
Cash at Beginning of Year | 78 | |
Cash at End of Year | 5,843 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Income Taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Investment in Novea, Inc. financed with related party debt | 50,000,000 | |
Credit Commitment funded with related party debt | 163,500 | |
Common stock issued to settle related party payables | 87,035 | |
Reverse Stock Split 500-1 stated retroactively as of January 1, 2020 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) | 1 Months Ended | 12 Months Ended |
Jan. 19, 2021 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Reverse stock split | 500-1 reverse stock split | 500-1 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 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”) 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 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. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company had planned to operate in real estate investment activities 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. In November 2020, the Company had a 500-1 reverse stock split with FINRA and in February 2021 there was a Change of Control. All share and per share information has been retroactively adjusted to reflect the reverse stock split. On February 9, 2021, new officers and directors were elected and the name of the Company was changed to Newpoint Financial Corp. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – 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 $ 87,178 and $ 10,453 during the years ended December 31, 2021 and December 31, 2020. The Company has an accumulated deficit of $ 532,090 and $ 444,912 as of December 31, 2021 and December 31, 2020, and has experienced negative cash flows from operations. These circumstances raise some 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 to date has been financially supported by related party entities which are also owned by the principal shareholders of the Company. The Company will continue to be financially supported by related party entities until such time as the company generates sufficient cashflow to support its expense requirements or completes an external capital raising. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Cash and Cash Equivalents Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less. Investments Short-term investments, Fixed maturities and equity securities Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. Newpoint Financial Corp. Notes to Financial Statements December 31, 2021 and December 31, 2020 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment. Valuation allowance for fixed income securities Management evaluates impairment losses for all HTM securities each quarter. The HTM securities are evaluated for potential impairment on investments not measured at fair value through net earnings. Our allowance for impairment is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults. 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 December 31, 2021 and December 31, 2020, the Company has determined it does not have any uncertain tax positions. 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 7 – Stockholders’ Deficit. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted the amendments as of the December 31, 2021. There have not been any such contracts modified as of December 31, 2021. As contracts are modified through December 2022, we will assess the impact based on this guidance. Management does not expect there will be a material impact to the Company’s financial statements. 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. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 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. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 4 – INVESTMENTS On December 10, 2021, the Company entered into a stock purchase agreement with Novea Inc., a Wyoming corporation (“Novea”), whereby we acquired five hundred thousand ( 500,000 100 2.503474 ten years 50,000,000 500,000 1,251,737 10 50,000,000 As consideration for such purchase, Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc., an entity that was owned by the current controlling shareholders of the Company, issued to Novea ten (10) secured $ 5,000,000 50,000,000 (i) As of December 31, 2021, investments in debt securities include mandatorily redeemable preferred stock which is classified as held to maturity, with a term of 10 50,000,000 (ii) and (iii) - 1,251,737 10 |
CREDIT COMMITMENT
CREDIT COMMITMENT | 12 Months Ended |
Dec. 31, 2021 | |
Credit Commitment | |
CREDIT COMMITMENT | NOTE 5 – CREDIT COMMITMENT The Company (Lender) entered into a five ( 5 5,000,000 500,000 5.25 4,836,500 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE SCHEDULE OF RELATED PARTY TRANSACTION 2021 2020 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 50,000,000 $ - Newpoint Reinsurance Limited (2) 163,500 - Newpoint Capital Limited (3) 68,021 - Other related parties (4) - 87,035 Total $ 50,231,521 $ 87,035 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). The LFA provides total principal of $ 50,000,000 1 (2) Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $ 1,000,000 836,500 163,500 (3) Newpoint Capital Limited, a company registered in the United Kingdom provided $ 72,021 of related party transactions to the Company for the payment of accounting, auditor fees and consultancy fees associated with filings with the SEC for annual and quarterly reports. (4) There was a total of $ 87,035 due as a related party payable as of December 31, 2020. This consisted of a related party loan of $ 30,000 and accrued interest of $ 11,156 as well as a non-interest payable totaling $ 45,879 . |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 50,000,000 0.001 no 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. At December 31, 2021 there were 19,153,923 shares of common stock issued and outstanding and at December 31, 2020 there were 216,185 shares of common stock issued and outstanding. In November 2020, the Company had a 500-1 reverse stock split with FINRA and in February 2021 there was a Change of Control. All share and per share information has been retroactively adjusted to reflect the reverse stock split. During the year, the Company issued 18,937,738 shares to settle related party liabilities. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets, at federal rate of 21 7 SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 December 31, 2021 2020 Net operating loss carry forward $ 148,985 $ 124,575 Valuation allowance (148,985 ) (124,575 ) Net deferred tax asset $ - $ - The Company’s net operating loss carry forwards was $ 532,090 444,912 The net increase in the valuation allowance for deferred tax assets was $ 24,410 The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock. The effects of state income taxes were insignificant for the year ended December 31, 2021, and December 31, 2020. The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 28 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 December 31, 2021 2020 Income tax benefit at statutory rate $ 24,410 $ 2,927 Change in valuation allowance (24,410 ) (2,927 ) Income Tax Expense (Benefit) $ - $ - The fiscal years 2018 through 2021 remain open to examination by federal authorities and other jurisdictions in which the Company operates. We did not provide any current or deferred U.S. federal income tax provision or benefit for the year ended December 31, 2021 or December 31, 2020 due to the operating losses experienced during the years ended December 31, 2021 and December 31, 2020. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In August 2021, the Company entered into an agreement with Citadel Risk Holdings, Inc., (“CRHI”) which owns all the shares of American Millennium Insurance Co., (“AMIC”) a New Jersey based insurance company. We agreed to purchase 37.5 In November 2021, we also entered into a stock purchase agreement with Citadel Reinsurance Co Ltd, a Bermuda company to purchase 9.9 2,650,000 We are in the process of submitting the forms necessary for regulatory approval to the New Jersey Department of Banking and Insurance that encompasses the acquisition of purchase of 37.5 9.9 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents includes highly liquid instruments with original maturities of three months or less. |
Investments | Investments Short-term investments, Fixed maturities and equity securities Short-term investments comprise investments with a maturity greater than three months up to one year from the date of purchase. Short-term investments are carried at fair value, with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. Newpoint Financial Corp. Notes to Financial Statements December 31, 2021 and December 31, 2020 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Investments in debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in earnings. Debt securities held as investments that the Company classifies as held-to-maturity securities are recorded at amortized cost, net of a valuation allowance for credit losses. Investments in debt securities not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities are recorded at fair value, with the change in fair value during the period excluded from earnings and recorded net of tax as a component of other comprehensive income. Investments in Equity securities are reported at fair value with realized and unrealized gains and losses included in net earnings are reported as net realized and unrealized gains and losses, respectively. If there are no readily determinable fair values, investments in equity securities are measured at cost less impairment. |
Valuation allowance for fixed income securities | Valuation allowance for fixed income securities Management evaluates impairment losses for all HTM securities each quarter. The HTM securities are evaluated for potential impairment on investments not measured at fair value through net earnings. Our allowance for impairment is derived based on various data sources, multiple key inputs and forecast scenarios. These include default rates specific to the individual security, vintage of the security, geography of the issuer of the security, industry analyst reports, credit ratings and consensus economic forecasts. Securities that meet any one of the criteria included above will be subject to a discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis. Projected cash flows are driven primarily by assumptions regarding probability of default and the timing and amount of recoveries associated with defaults. |
Fair Value of Financial Instruments | 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 | 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 December 31, 2021 and December 31, 2020, the Company has determined it does not have any uncertain tax positions. |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment. |
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 7 – Stockholders’ Deficit. |
Reference Rate Reform | Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance only applies to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted the amendments as of the December 31, 2021. There have not been any such contracts modified as of December 31, 2021. As contracts are modified through December 2022, we will assess the impact based on this guidance. Management does not expect there will be a material impact to the Company’s financial statements. |
Recently Issued Accounting Pronouncements | 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 | 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. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 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. |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTION | SCHEDULE OF RELATED PARTY TRANSACTION 2021 2020 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 50,000,000 $ - Newpoint Reinsurance Limited (2) 163,500 - Newpoint Capital Limited (3) 68,021 - Other related parties (4) - 87,035 Total $ 50,231,521 $ 87,035 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). The LFA provides total principal of $ 50,000,000 1 (2) Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $ 1,000,000 836,500 163,500 (3) Newpoint Capital Limited, a company registered in the United Kingdom provided $ 72,021 of related party transactions to the Company for the payment of accounting, auditor fees and consultancy fees associated with filings with the SEC for annual and quarterly reports. (4) There was a total of $ 87,035 due as a related party payable as of December 31, 2020. This consisted of a related party loan of $ 30,000 and accrued interest of $ 11,156 as well as a non-interest payable totaling $ 45,879 . |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 December 31, 2021 2020 Net operating loss carry forward $ 148,985 $ 124,575 Valuation allowance (148,985 ) (124,575 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 December 31, 2021 2020 Income tax benefit at statutory rate $ 24,410 $ 2,927 Change in valuation allowance (24,410 ) (2,927 ) Income Tax Expense (Benefit) $ - $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 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 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) | $ 87,178 | $ 10,453 |
Accumulated deficit | $ 532,090 | $ 444,912 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | Dec. 10, 2021 | Dec. 10, 2021 | Dec. 31, 2021 |
Shares of common stock value | $ 87,035 | ||
Percenatge of common stock | 10.00% | ||
Debt amont | $ 50,000,000 | $ 50,000,000 | |
Debt term | 10 years | ||
Amortized cost | $ 50,000,000 | ||
Secured Debt [Member] | |||
Debt amont | $ 5,000,000 | $ 5,000,000 | |
Common Stock [Member] | |||
Number of shares issued | 18,937,738 | ||
Shares of common stock value | $ 18,938 | ||
Preferred Stock [Member] | |||
Shares of common stock value | |||
Stock purchase agreement [Member] | Novea inc [Member] | |||
Company acquired shares | 500,000 | ||
Share issued price per share | $ 100 | $ 100 | |
Number of shares issued | 1,251,737 | 1,251,737 | |
Warrants and Rights Outstanding, Term | 10 years | 10 years | |
Percenatge of common stock | 10.00% | ||
Stock purchase agreement [Member] | Novea inc [Member] | Maximum [Member] | |||
Warrants to purchase common stock | $ 50,000,000 | $ 50,000,000 | |
Stock purchase agreement [Member] | Novea inc [Member] | Common Stock [Member] | |||
Number of shares issued | 2.503474 | ||
Stock purchase agreement [Member] | Novea inc [Member] | Common Stock [Member] | Maximum [Member] | |||
Shares of common stock value | $ 50,000,000 | ||
Stock purchase agreement [Member] | Novea inc [Member] | Preferred Stock [Member] | |||
Number of shares issued | 500,000 |
CREDIT COMMITMENT (Details Narr
CREDIT COMMITMENT (Details Narrative) - USD ($) | Dec. 10, 2021 | Dec. 10, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt term | 10 years | ||
Revolving Credit Facility Agreement [Member] | Novea [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt term | 5 years | ||
Line of credit facility commitment amount | $ 5,000,000 | ||
Line of credit maximum commitment amount | $ 500,000 | $ 500,000 | |
Additional borrowing amount | $ 4,836,500 | ||
Revolving Credit Facility Agreement [Member] | Novea [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate | 5.25% | 5.25% |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | |||
Total | $ 50,231,521 | $ 87,035 | |
Newpoint Financial Corp Wyoming [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 50,000,000 | |
Newpoint Reinsurance Limted [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 163,500 | |
Newpoint Capital Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Total | 68,021 | ||
Related party transaction amount | 72,021 | ||
Other Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Total | $ 87,035 | ||
[1] | Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). The LFA provides total principal of $ 50,000,000 1 | ||
[2] | Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $ 1,000,000 836,500 163,500 |
SCHEDULE OF RELATED PARTY TRA_2
SCHEDULE OF RELATED PARTY TRANSACTION (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | |||
Related party payables | $ 50,231,521 | $ 87,035 | |
Newpoint Financial Corp Wyoming [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | [1] | $ 50,000,000 | |
Related party transaction rate | 1.00% | ||
[custom:RelatedPartyPayables-0] | 87,035 | ||
[custom:LoanPayableRelatedParty-0] | 30,000 | ||
Interest Payable | 11,156 | ||
[custom:NonInterestPayable-0] | 45,879 | ||
Newpoint Reinsurance Limted [Member] | |||
Related Party Transaction [Line Items] | |||
Related party payables | [2] | $ 163,500 | |
Newpoint Reinsurance Limted [Member] | Revolving Credit Facility Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity | 1,000,000 | ||
Addition available borrowings | $ 836,500 | ||
[1] | Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. entered into an agreement dated December 13, 2021 with the Company as part of the transaction to provide the collateral notes to Novea. In December 2021 the Company entered into a Loan Facility Agreement (the “LFA”) with NPFC SPV I, an entity owned by the Company’s principal stockholders, in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4). The LFA provides total principal of $ 50,000,000 1 | ||
[2] | Newpoint Reinsurance Limited registered under the provisions of the Nevis business Corporation 1984 Ordinance, as amended. In December 2021 the Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s principal shareholders. The RCFA provides for available borrowings up to $ 1,000,000 836,500 163,500 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jan. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Outstanding | 19,153,923 | ||
Common Stock, Shares, Issued | 19,153,923 | 216,185 | |
Stockholders' Equity, Reverse Stock Split | 500-1 reverse stock split | 500-1 | |
[custom:StockIssuedDuringPeriodSharesToSettleRelatedPartyLiabilities] | 18,937,738 | ||
Maximum [Member] | |||
Common Stock, Shares Authorized | 100,000,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 148,985 | $ 124,575 |
Valuation allowance | (148,985) | (124,575) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ 24,410 | $ 2,927 |
Change in valuation allowance | (24,410) | (2,927) |
Income Tax Expense (Benefit) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax federal rate | 21.00% | 21.00% |
Deferred tax state rate | 7.00% | 7.00% |
Net operating loss carry forward | $ 532,090 | $ 444,912 |
Increase in deferred tax assets valuation allowance | $ 24,410 | $ 2,927 |
Statutory income tax rate | 28.00% | 28.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | |
American Millennium Insurance Co [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Purchase price percentage | 37.50% | 37.50% | |
Citadel Reinsurance Co Ltd [Member] | Stock purchase agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Purchase price percentage | 9.90% | 9.90% | |
Purchase price | $ 2,650,000 |