Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | (310) | ||
Local Phone Number | 494-5954 | ||
Title of 12(g) Security | Common Stock, par value $0.001 per share | ||
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 | $ 224,100 | ||
Entity Common Stock, Shares Outstanding | 19,153,923 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 127 | ||
Auditor Name | PKF O’Connor Davis, LLP | ||
Auditor Location | New York, New York |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 934,300 | $ 5,843 |
Interest Receivable | 7,059 | |
Total Current Assets | 941,359 | 5,843 |
Other Assets | ||
Investment | 50,000,000 | |
Credit Facility Receivable | 330,800 | 163,500 |
Allowance for Credit Facility Receivable | (330,800) | |
Total Other Assets | 50,163,500 | |
TOTAL ASSETS | 941,359 | 50,169,343 |
Current Liabilities: | ||
Accounts Payable and Accrued Expense | 113,139 | 31,730 |
Loans Payable - Due to Related Parties | 2,262,076 | 68,021 |
Total Current Liabilities | 2,375,215 | 99,751 |
Non-Current Liabilities: | ||
Loans Payable – Due to Related Parties | 50,163,500 | |
Total Liabilities | 2,375,215 | 50,263,251 |
Stockholder’s Deficit | ||
Preferred Stock, par value $0.001, 50,000,000 shares Authorized,no shares Issued or Outstanding at December 30, 2022 and December 31, 2021 | ||
Common Stock, par value $0.001, 100,000,000 shares Authorized,19,153,923 shares Issued and Outstanding at December 31, 2022 and December 31,2021 | 19,154 | 19,154 |
Additional Paid-In Capital | 419,028 | 419,028 |
Accumulated Deficit | (1,872,038) | (532,090) |
Total Stockholder’s Deficit | (1,433,856) | (93,908) |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ 941,359 | $ 50,169,343 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,153,923 | 19,153,923 |
Common stock, shares outstanding | 19,153,923 | 19,153,923 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues: | ||
Expenses: | ||
Professional fees | 464,198 | 59,252 |
General and administrative expense | 168,093 | 27,926 |
Bad Debt Expense | 330,800 | |
Total Operating Expenses | 963,091 | 87,178 |
Operating Loss | (963,091) | (87,178) |
Other Income (Expense) | ||
Interest Income | 29,757 | |
Interest expense | (406,614) | |
Total Other Income (Expense) | (376,857) | |
Net Loss | $ (1,339,948) | $ (87,178) |
Basic & Diluted Loss per Common Share | $ (0.0700) | $ (0.0048) |
Weighted Average Common Shares Outstanding | 19,153,923 | 18,168,123 |
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, 2020 | $ 216 | $ 350,931 | $ (444,912) | $ (93,765) | |
Balance, shares at Dec. 31, 2020 | 216,185 | ||||
Issue of Common Shares | $ 18,938 | 68,097 | 87,035 | ||
Issue of Common Shares, shares | 18,937,738 | ||||
Net Loss | (87,178) | (87,178) | |||
Balance at Dec. 31, 2021 | $ 19,154 | 419,028 | (532,090) | (93,908) | |
Balance, shares at Dec. 31, 2021 | 19,153,923 | ||||
Net Loss | (1,339,948) | (1,339,948) | |||
Balance at Dec. 31, 2022 | $ 19,154 | $ 419,028 | $ (1,872,038) | $ (1,433,856) | |
Balance, shares at Dec. 31, 2022 | 19,153,923 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,339,948) | $ (87,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Allowance for Credit Facility Receivable | 330,800 | |
Changes In: | ||
Accounts Payable and Accrued Expenses | 81,409 | 25,000 |
Interest Receivable | (7,059) | |
Net Cash used in Operating Activities | (934,798) | (62,178) |
CASH FLOWS FROM FINANCING | ||
Loans Payable - Due to Related Parties | 1,863,255 | 68,021 |
Net Cash provided by Financing Activities | 1,863,255 | 68,021 |
Net Increase in Cash | 928,457 | 5,843 |
Cash at Beginning of Period | 5,843 | |
Cash at End of Period | 934,300 | 5,843 |
Cash paid during the year for: | ||
Interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Investment in Novea, Inc. financed with related party debt | 50,000,000 | |
Investment in Novea, Inc returned | (50,000,000) | |
Deposit paid to AMIC financed with related party debt | (1,000,000) | |
Credit Commitment funded with related party debt | 167,300 | 163,500 |
Common stock issued to settle related party payables | $ 87,035 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
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 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. On January 19, 2021, the Company had a 500-1 reverse stock split |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
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 had no 1,339,948 87,178 1,872,038 532,090 The Company to date has been financially supported by related party entities which are also owned by the majority 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, 2022 | |
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. Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $ 250,000 684,300 0 Investments Short-term investments, ixed 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. 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 current expected credit losses (“CECL”) for all Held-to-Maturity (“HTM”) securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses 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 Segment Reporting The Company’s business currently operates in one 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. 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, 2022 | |
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 is owned by the current controlling shareholders of the Company, issued to Novea on behalf of the Company ten (10) secured $ 5,000,000 50,000,000 As of December 31, 2021, investments consisted of the acquisition of redeemable preferred stock in connection with the Novea Stock purchase agreement as stated above. The Company acquired five hundred thousand ( 500,000 100 10 50,000,000 1,251,737 10 On September 30, 2022, the Company entered into a modification and release agreement with Novea, whereby the (a) Stock Purchase Agreement and (b) Warrant Purchase Agreement are hereby retroactively rescinded, cancelled and terminated in their entirety. The Company delivered to Novea for cancellation: (a) All issued certificates for 500,000 50,000,000 As consideration to the Company in exchange for agreeing to the Modification, the company retained the 1,251,737 shares of Novea Common Stock that it previously acquired in connection with the Stock Purchase Agreement. 1,593,437 10 As at December 31, 2022, management impaired the Company’s equity investment in Novea to zero On August 20, 2021, we entered into a Class A Common Stock Purchase Agreement with Citadel Risk Holdings, Inc. (“CRHI”). Under the purchase agreement, the Company agreed to purchase from CRHI 45,000 10 1 On October 24, 2021, we entered into an amended and restated Class B Common Stock Purchase Agreement with CRHI. Pursuant to the purchase agreement, the Company agreed to purchase from CRHI 10,000,000 10,000,000 On November 16, 2021, we entered into a stock purchase agreement with Citadel Reinsurance Company, which together with its affiliates owns all of the issued and outstanding shares of common stock of CRHI. Pursuant to the stock purchase agreement, the Company agreed to purchase shares representing 9.9 2,650,000 Pursuant to the agreement, we agreed to purchase Class A ordinary shares representing 100% of Citadel Reinsurance Company to be subscribed to in equal instalments of $2,500,000 paid annually for a 10-year period. On November 21, 2022, the Company entered into a Rescission agreement with Citadel Risk Holdings and Citadel Reinsurance Company Limited, which together with its affiliates owns all of the issued and outstanding shares of common stock of American Millennium Insurance Company and Citadel Reinsurance Company. Notwithstanding any of the terms and conditions contained within the agreements, agreed to cancel from inception with no further liability except as set out withing the agreement, the Class A agreement, Class B agreement, Note Issuance Agreement and the Collateral Agreement. The initial deposit of $ 1,000,000 The Company follows U.S GAAP guidance on Fair Value Measurements, which defines fair value and establishes a fair value hierarchy organized into three levels based upon the input assumptions used in pricing assets. Level 1 – Inputs have the highest reliability and are related to assets with unadjusted quoted prices in active markets. Level 2 – Inputs related to assets with quoted prices in markets that are not considered active or other than quoted prices in active markets which may include quoted prices for similar assets or liabilities or other inputs which can be corroborated by observable market data. Level 3 – Inputs are unobservable and are used to the extent that observable inputs do not exist. The Company’s investment in the common stock of Novea is considered a level 3 investment. |
CREDIT COMMITMENT
CREDIT COMMITMENT | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CREDIT COMMITMENT | NOTE 5 – CREDIT COMMITMENT The Company entered into a five ( 5 ) year revolving credit facility agreement to provide financing to Novea dated as of December 10, 2021 (“Credit Facility”). The Credit Facility provides for a revolving credit with a commitment equal to the lesser of: (i) $ 5,000,000 ; or (ii) on any amount greater than $ 500,000 , the lender shall only disburse any such excess up to the amount of 50% of the qualified receivables outstanding of the borrower, bearing interest at LIBOR plus 5.25% . During 2022 and 2021 the Company advanced $ 167,300 163,500 330,800 163,500 4,669,200 and $ 4,836,500 respectively of additional borrowings available to Novea subject to the borrowing criteria being maintained. The Company has recognized a full allowance against the $ 330,800 330,800 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND NOTE PAYABLE | NOTE 6 – RELATED PARTY TRANSACTIONS AND NOTE PAYABLE SCHEDULE OF RELATED PARTY TRANSACTION December 31, 2022 December 31, 2021 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 273,747 $ 50,000,000 Newpoint Reinsurance Limited (2) $ 263,500 $ 163,500 Newpoint Capital Limited (3) $ 1,724,829 $ 68,021 Total $ 2,262,076 $ 50,231,521 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $ 5,000,000 393,000 273,747 (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 majority shareholder. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. There is no interest charged on the RCFA. As of December 31, 2022 and December 31, 2021, the Company has additional available borrowings of $ 836,500 after it was provided $ 163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $ 100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. (3) Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $ 1,656,808 68,021 1,000,000 1,000,000 167,300 25,000 During 2022, the Company entered into consulting agreements with members of management. The Company incurred $ 60,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
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 0.001 19,153,923 18,937,738 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 December 31, 2022 2021 Net operating loss carry forward $ 230,531 $ 148,985 Allowance for Credit Facility 92,624 - Accrued expenses 76,440 - Valuation Allowance (399,595 ) (148,985 ) Net deferred tax asset $ - $ - The Company’s net operating loss carry forwards was $ 823,326 as of December 31,2022. Accordingly, there is no current tax expense for the year ended December 31, 2022 and December 31, 2021. The net increase in the valuation allowance for deferred tax assets was $ 250,610 for the year ended December 31, 2022. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. 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 2022 2021 December 31, 2022 2021 Income tax benefit at statutory rate $ 375,185 $ 24,410 Valuation allowance other (375,185 ) (24,410 ) Income Tax Expense (Benefit) $ - $ - The fiscal years 2018 through 2022 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, 2022 or December 31, 2021 due to the operating losses experienced during the years ended December 31, 2022 and December 31, 2021. 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES During 2021, the Company entered into a revolving credit commitment with Novea, Inc. The initial borrowing of the revolving credit loans under the revolving credit commitments may be an amount up to $ 500,000 5,000,000 5.25 The Company entered into a Revolving Credit Facility Agreement (the “RCFA”) with Newpoint Reinsurance Company Limited, an entity owned by the Company’s majority shareholder. The RCFA provides for available borrowings up to $ 1,000,000 836,500 163,500 The former Chief Financial Officer, Gary Shirshac, filed a lawsuit in the Superior Court Judicial District of Hartford on February 14, 2022. He named Newpoint Financial Corp. (now known as NPFC SPV I), a privately held Wyoming corporation (“Newpoint Wyoming”) licensed to do business in Connecticut (an entity affiliated with the Company) and alleged a violation of the Connecticut Wage Act. Mr. Shirshac was also the Chief Financial Officer of the Company. He was terminated from Newpoint Wyoming and the Company on December 31, 2021. He did not name the Company in the suit nor allege that the Company employed him. Mr. Shirshac denies being informed he was terminated from Newpoint Wyoming until January 31, 2022 and the matter was settled in its entirety in October 2022 for $ 33,445 On November 29, 2022, the Company filed a complaint with the United States District Court Central District of California. This action arises from Defendants Bermuda Monetary Authority (“BMA”) and its officials’ Gerald Gakundi and Susan Davis Crockwell (collectively “Defendants”) blatant, intentional bad faith malfeasance in denying Plaintiff’s Newpoint Financial Corp. application to obtain a controlling interest in a Bermudian insurance company without any, much less good, cause. The Company lodged a complaint for: 1. Tortious interference with existing and prospective economic advantage; 2. Negligent interference with existing and prospective economic advantage; 3. Trade libel; 4. Violation of business and professions code section 17200 and request for injunctive relief. The Company has sought judgement against the Defendants for punitive and exemplary damages, fees, and an injunction, enjoining the Defendants from making defamatory statements regarding the Company. The complaint filed with regard to the BMA, is likely to incur ongoing costs in relation to its legal proceedings. The company does not have a firm estimate of the expected costs as the matter is in an early stage and further disclosure of anticipated amounts may prejudice proceedings. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On March 15, 2023, the Company entered into a Loan facility agreement to lend up to $ 1,000,000 500,000 10% |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. Deposits held at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC) are insured up to $ 250,000 684,300 0 |
Investments | Investments Short-term investments, ixed 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. 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 current expected credit losses (“CECL”) for all Held-to-Maturity (“HTM”) securities each quarter. The HTM securities are evaluated for potential credit loss on investments not measured at fair value through net earnings. Our allowance for credit losses 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 |
Segment Reporting | Segment Reporting The Company’s business currently operates in one |
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. |
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, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTION | SCHEDULE OF RELATED PARTY TRANSACTION December 31, 2022 December 31, 2021 Due to Related Parties Newpoint Financial Corp (Wyoming) (1) $ 273,747 $ 50,000,000 Newpoint Reinsurance Limited (2) $ 263,500 $ 163,500 Newpoint Capital Limited (3) $ 1,724,829 $ 68,021 Total $ 2,262,076 $ 50,231,521 (1) Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $ 5,000,000 393,000 273,747 (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 majority shareholder. The RCFA provides for available borrowings up to $1,000,000 for a term of three years and an option to roll the facility. There is no interest charged on the RCFA. As of December 31, 2022 and December 31, 2021, the Company has additional available borrowings of $ 836,500 after it was provided $ 163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $ 100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. (3) Newpoint Capital Limited (a Company registered in United Kingdom) an entity owned by the Company’s majority shareholders’, paid $ 1,656,808 68,021 1,000,000 1,000,000 167,300 25,000 During 2022, the Company entered into consulting agreements with members of management. The Company incurred $ 60,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 December 31, 2022 2021 Net operating loss carry forward $ 230,531 $ 148,985 Allowance for Credit Facility 92,624 - Accrued expenses 76,440 - Valuation Allowance (399,595 ) (148,985 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 December 31, 2022 2021 Income tax benefit at statutory rate $ 375,185 $ 24,410 Valuation allowance other (375,185 ) (24,410 ) Income Tax Expense (Benefit) $ - $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 12 Months Ended | |
Jan. 19, 2021 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Entity incorporation, date of incorporation | Nov. 16, 2005 | |
Equity reverse stock split | 500-1 reverse stock split |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Revenues | ||
Net loss | 1,339,948 | 87,178 |
Accumulated deficit | $ 1,872,038 | $ 532,090 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||
Cash FDIC insured amount | $ 250,000 | |
Cash uninsured amount | $ 684,300 | $ 0 |
Income tax likelihood | 50% likelihood | |
Number of segment reporting | Integer | 1 |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 30, 2022 | Dec. 10, 2021 | Nov. 16, 2021 | Oct. 24, 2021 | Aug. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Each debt note amount | $ 330,800 | $ 163,500 | |||||
Investments | $ 50,000,000 | ||||||
Acquisition costs | $ 1,000,000 | ||||||
Deposits | $ 1,000,000 | ||||||
Common Stock [Member] | |||||||
Impacts of stock sale, shares | 18,937,738 | ||||||
Novea Inc. [Member] | |||||||
Stock issued during period shares acquisitions | 500,000 | ||||||
Warrants term | 10 years | ||||||
Percentage of common stock | 10% | ||||||
Amortized cost | $ 50,000,000 | ||||||
Novea Inc. [Member] | Citadel Reinsurance Co Ltd [Member] | |||||||
Purchase price | $ 2,650,000 | ||||||
Novea Inc. [Member] | Secured Debt [Member] | |||||||
Each debt note amount | $ 5,000,000 | ||||||
Total debt amount | $ 50,000,000 | ||||||
Novea Inc. [Member] | Common Stock [Member] | |||||||
Stock issued during period shares acquisitions | 1,251,737 | ||||||
Stock Purchase Agreement [Member] | Citadel Reinsurance Co Ltd [Member] | |||||||
Purchase price percentage | 9.90% | ||||||
Description of acquired entity | Pursuant to the agreement, we agreed to purchase Class A ordinary shares representing 100% of Citadel Reinsurance Company to be subscribed to in equal instalments of $2,500,000 paid annually for a 10-year period. | ||||||
Stock Purchase Agreement [Member] | Common Class A [Member] | Citadel Reinsurance Co Ltd [Member] | |||||||
Stock issued during period shares acquisitions | 45,000 | ||||||
Purchase price | $ 10,000,000 | ||||||
Stock Purchase Agreement [Member] | Common Class B [Member] | Citadel Reinsurance Co Ltd [Member] | |||||||
Stock issued during period shares acquisitions | 10,000,000 | ||||||
Purchase price | $ 10,000,000 | ||||||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | |||||||
Stock issued during period shares acquisitions | 500,000 | 500,000 | |||||
Price per unit | $ 100 | $ 100 | |||||
Impacts of stock sale, shares | 2.503474 | ||||||
Warrants term | 10 years | ||||||
Number of additional shares | 50,000,000 | ||||||
Percentage of common stock | 10% | 10% | |||||
Warrants to purchase common stock | 50,000,000 | 50,000,000 | |||||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | Preferred Stock [Member] | |||||||
Impacts of stock sale, shares | 500,000 | ||||||
Stock Purchase Agreement [Member] | Novea Inc. [Member] | Common Stock [Member] | |||||||
Stock issued during period shares acquisitions | 1,251,737 | 1,251,737 | |||||
Impacts of stock sale, shares | 1,593,437 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTION (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2022 | Dec. 10, 2021 | ||
Debt Instrument [Line Items] | |||||
Credit commitment payment | $ 167,300 | $ 163,500 | |||
Each debt note amount | 330,800 | 163,500 | |||
Due to related parties | 2,262,076 | 50,231,521 | |||
Deposit payment | 1,000,000 | ||||
Deposits | 1,000,000 | ||||
Cost of Goods and Services Sold | 25,000 | ||||
Consulting expenses for management costs | 60,000 | ||||
Litigation settlement | 33,445 | ||||
Newpoint Reinsurance Limted [Member] | |||||
Debt Instrument [Line Items] | |||||
Due to related parties | 163,500 | 163,500 | $ 100,000 | ||
Revolving Credit Facility Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Deposit returned to company | 1,000,000 | ||||
Revolving Credit Facility Agreement [Member] | Newpoint Reinsurance Limted [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, additional available borrowings | 836,500 | 836,500 | |||
Credit Commitment Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit commitment payment | 167,300 | ||||
Deposits | 1,000,000 | ||||
Novea Inc. [Member] | Newpoint Capital Limited [Member] | |||||
Debt Instrument [Line Items] | |||||
Due to related parties | 1,656,808 | 68,021 | |||
Novea Inc. [Member] | Revolving Credit Facility Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, additional available borrowings | 4,669,200 | 4,836,500 | |||
Newpoint Financial Corp (Wyoming) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expenses | 393,000 | ||||
Due to related parties | [1] | $ 273,747 | $ 50,000,000 | ||
Secured Debt [Member] | Novea Inc. [Member] | |||||
Debt Instrument [Line Items] | |||||
Each debt note amount | $ 5,000,000 | ||||
[1]Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $ 5,000,000 393,000 273,747 |
CREDIT COMMITMENT (Details Narr
CREDIT COMMITMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt Instrument, Face Amount | $ 163,500 | $ 330,800 | |
Allowance for doubtful accounts receivable | 330,800 | ||
Revolving Credit Facility Agreement [Member] | Novea Inc. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, term | 5 years | ||
Line of credit facility, commitment fee amount | $ 5,000,000 | 5,000,000 | |
Line of credit facility, maximum borrowing capacity | $ 500,000 | 500,000 | |
Line of credit facility, additional borrowings | $ 4,836,500 | $ 4,669,200 | |
Revolving Credit Facility Agreement [Member] | Novea Inc. [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Bearing interest percentage | 5.25% | 5.25% |
SCHEDULE OF RELATED PARTY TRA_2
SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Total | $ 2,262,076 | $ 50,231,521 | |
Newpoint Financial Corp (Wyoming) [Member] | |||
Total | [1] | 273,747 | 50,000,000 |
Newpoint Reinsurance Limted [Member] | |||
Total | [2] | 263,500 | 163,500 |
Newpoint Capital Limited [Member] | |||
Total | [3] | $ 1,724,829 | $ 68,021 |
[1]Newpoint Financial Corp (a Wyoming corporation), now known as NPFC SPV 1, Inc. which is an entity owned by the Company’s principal stockholders’, entered into a Loan Facility Agreement (the “LFA”) agreement dated December 13, 2021, with the Company in connection with the Stock Purchase Agreement between the Company and Novea (see Note 4 to the Financial Statements). On September 30, 2022, the Company entered into a modification and release agreement with Novea surrendering its claim to the ten (10), $ 5,000,000 393,000 273,747 836,500 after it was provided $ 163,500 to fund the credit commitment agreement with Novea (See Note 5 to the Financial Statements). As of December 31, 2022, no further payments have been made from Newpoint Reinsurance Limited under RCFA. In addition to the RCFA note, on October, 7, 2022 Newpoint Reinsurance Limited provided $ 100,000 to support the Company’s working capital requirements. There is no interest charged on the borrowings. The amount outstanding is expected to be repaid once the Company has the ability to generate sufficient cashflow to settle respective related party obligation. 1,656,808 68,021 1,000,000 1,000,000 167,300 25,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 19,153,923 | 19,153,923 |
Common stock, shares outstanding | 19,153,923 | 19,153,923 |
Shares issued to settle related party liabilities | 18,937,738 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 230,531 | $ 148,985 |
Allowance for Credit Facility | 92,624 | |
Accrued expenses | 76,440 | |
Valuation Allowance | (399,595) | (148,985) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ 375,185 | $ 24,410 |
Valuation allowance other | (375,185) | (24,410) |
Income Tax Expense (Benefit) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal rate | 21% | 21% |
Deferred tax state rate | 7% | 7% |
Operating loss carry forwards net | $ 823,326 | |
Valuation allowance for deferred tax assets | $ 250,610 | |
Statutory income tax rate | 28% | 28% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Revolving Credit Facility Agreement [Member] - Novea Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 10, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Line of credit maximum commitment amount | $ 500,000 | $ 500,000 |
Line of credit facility commitment amount | $ 5,000,000 | $ 5,000,000 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest rate | 5.25% | 5.25% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Loan Facility Agreement [Member] - Mutual Holdings Inc. [Member] - Subsequent Event [Member] | Mar. 15, 2023 USD ($) |
Subsequent Event [Line Items] | |
Short term loan | $ 1,000,000 |
Short term loan payment | $ 500,000 |
Short term Interest loan rate | 10% |