Strategic Acquisitions (STQN) 10-K 7 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	10 Months Ended
	Dec. 31, 2022	Mar. 06, 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	0-28963
Entity Registrant Name	STRATEGIC ACQUISITIONS INC /NV/
Entity Central Index Key	0000847942
Entity Tax Identification Number	13-3506506
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	51 JFK Parkway
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Short Hills
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	(908)
Local Phone Number	266-0541
Trading Symbol	STQN
Title of 12(g) Security	Common Stock, par value $0.001
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			$ 178,480
Entity Common Stock, Shares Outstanding		6,675,000
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Auditor Firm ID	822
Auditor Name	Michael T. Studer CPA P.C.
Auditor Location	Freeport, New York

Consolidated Balance Sheet

Consolidated Balance Sheet	Dec. 31, 2022 USD ($)
Assets
Cash	$ 241,727
Collateral receivable due from lender	2,158,254
Loan receivable	1,374,691
Accrued interest receivable	11,456
Total assets	3,786,128
Liabilities and shareholders’ equity
Accounts payable and accrued expenses	30,055
Due to related party (noninterest bearing, due on demand)	15,000
Note payable, net of unamortized origination fee of $10,704	1,377,872
Digital asset collateral due to customer	1,653,100
Deferred income tax liability	101,018
Total liabilities	3,177,045
Shareholders’ Equity
Common stock, $$0.001 par value; 50,000,000 shares authorized; 6,675,000 shares issued and outstanding as of December 31, 2022	6,675
Additional paid-in capital	353,736
Retained earnings	248,672
Total shareholders’ equity	609,083
Total liabilities and shareholders’ equity	$ 3,786,128

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical)	Dec. 31, 2022 USD ($) $ / shares shares
Statement of Financial Position [Abstract]
Debt unamortized fee | $	$ 10,704
Common stock, par value | $ / shares	$ 0.001
Common stock, shares authorized	50,000,000
Common stock, shares issued	6,675,000
Common stock, shares outstanding	6,675,000

Consolidated Statement of Opera

Consolidated Statement of Operations	10 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Revenues
Interest income	$ 25,203
Total revenues	25,203
Operating expenses
Selling, general and administrative expenses	161,574
Total operating expenses	161,574
Loss from operations	(136,371)
Other income, net
Fair value adjustment on repledged collateral	505,154
Interest expense	(15,911)
Amortization of loan origination fee	(3,182)
Total other income, net	486,061
Income before income taxes	349,690
Income taxes	101,018
Net income	$ 248,672
Net income per share - basic and diluted | $ / shares	$ 0.04
Weighted average shares outstanding - basic and diluted | shares	6,675,000

Consolidated Statement of Share

Consolidated Statement of Shareholders' Equity - 10 months ended Dec. 31, 2022 - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Mar. 15, 2022
Beginning balance, shares at Mar. 15, 2022
Sale of Common Stock	$ 3,960	346,140		350,100
Sale of common stock, shares	3,960,000
Net assets of strategic Acquisitions, Inc. (accounting acquiree in connection with reverse acquisition by Exworth Union Inc) at December 22, 2022	$ 2,715	7,596		10,311
Recapitalization for reverse merger, shares	2,715,000
Net income			248,672	248,672
Ending balance. value at Dec. 31, 2022	$ 6,675	$ 353,736	$ 248,672	$ 609,083
Ending balance, shares at Dec. 31, 2022	6,675,000

Consolidated Statement of Cash

Consolidated Statement of Cash Flows	10 Months Ended
	Dec. 31, 2022 USD ($)
Cash flows from operating activities:
Net income	$ 248,672
Adjustments to reconcile net income to net cash used in operating activities:
Fair value adjustment on repledged collateral	(505,154)
Deferred income tax expense	101,018
Amortization of loan origination fees	3,182
Changes in operating assets and liabilities:
Interest receivable	(11,456)
Accounts payable and accrued expenses	30,055
Net cash used in operating activities	(133,683)
Cash flows from investing activities:
Cash received in connection with reverse acquisition of Strategic Acquisition, Inc.	10,311
Loan receivable	(1,374,691)
Net cash used in investing activities	(1,364,380)
Cash flows from financing activities:
Net proceeds from note payable	1,374,690
Proceeds from sale of common stock	350,100
Proceeds from loan from related party	15,000
Net cash provided by financing activities	1,739,790
Net change in cash and cash equivalents	241,727
Cash, beginning of period
Cash, end of period	241,727
Supplemental disclosure of cash flow information:
Interest	8,679
Income taxes
Non-cash investing and financing activities
Non-cash collateral receivable due from lender and repledged collateral due to customer	$ 2,158,254

Organization and Nature of Oper

Organization and Nature of Operations	10 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	Note 1 Organization and Nature of Operations Organization Strategic Acquisitions, Inc. (“STQN”) was organized January 27, 1989 under the laws of the State of Nevada. On November 29, 2022, STQN incorporated a subsidiary , STQN Sub, Inc. (“STQN Sub”). Since inception to December 22, 2022, STQN did not engage in any business activities other than organizational efforts, the sale of stock, and the evaluation of potential acquisition targets with active business operations. Effective December 22, 2022, STQN completed a reverse acquisition of Exworth Union Inc (“Union”) (the “Transaction”) through a share exchange with the two shareholders of Union. To complete the Transaction, STQN issued a total of 3,960,000 59.3 1,100 100 91 74 The Transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, STQN was treated as the “acquired” company for financial reporting purposes and Union was determined to be the accounting acquirer based on the terms of the Transaction and other factors including: (i) Union’s stockholders having a majority of the voting power of the combined company and (ii) the operations of Union comprising all of the ongoing operations of the combined entity. Operations prior to the Transaction are those of Union. Subsequent to the Transaction, the Company conducts its operations through Union, a Delaware corporation, which was formed on March 16, 2022. Union provides loans that are collateralized by digital assets such as Bitcoin and will accept as collateral other types of alternative assets such as eCommerce accounts receivable, recursive payments of software as service (SAAS) subscriptions, IP and copyrights. STQN and Union are collectively referred to as the “Company”. Nature of Operations Loans made by the Company are collateralized with digital assets of such kind and in such amounts as the Company determines from time to time to be acceptable. As of December 31, 2022, the only digital asset the Company accepted as collateral was Bitcoin. The Company’s target markets are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no options to obtain a credit line or business loans from conventional financial institutions. The Company provides term loans, up to two years, to these individuals and commercial enterprises. The Company originates U.S. dollar denominated loans and offers loans to both individual and business borrowers who own digital assets and desire to borrow against such digital assets rather than selling them. Borrowers that receive loans from the Company are required to transfer a specified value of digital assets to the Company to be held as collateral and security for the repayment of the loans. Upon maturity and repayment of a borrower’s loan, the digital asset collateral is returned to the borrower. Also, under the loan agreements with borrowers, the Company has the right to repledge collateral to secure transactions, including loans that the Company maintains with third parties for capital management purposes and market neutral trading strategies to generate investment returns. See Note 6

Summary of Significant Accounti

Summary of Significant Accounting Policies	10 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 Summary of Significant Accounting Policies Basis of presentation The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the financial statements of STQN and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove a majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include calculations of the fair values of repledged borrowers’ digital asset collateral and the allowance for loan losses. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Federal Deposit Insurance Corporation (“ F 250,000 no Borrower Collateral and Custody Assets The Company requires loans to have certain collateral levels at origination and throughout the term of the loan. The loan agreement with each borrower specifies that the borrower transfers and assigns to the Company the collateral together with all rights and interests attached or accruing thereto (including without limitation accrued dividends and distributions declared, made or paid after the relevant date of delivery). Borrowers deposit the collateral into a 3 rd not not When a transfer of digital assets does not 310, Receivables 310” Allowance for Loan Losses FASB ASC 310, Receivables 310” 450 20, Contingencies Loss Contingencies 450” The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of a company’s finance receivables and loan portfolio, changes to a company’s loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of control, may Borrower Fees The Company offers U.S. Dollar loans collateralized by digital assets to a broad range of customers and generates revenue from interest income and fees earned on loans. Revenue derived from borrower fees on loans is outside the scope of ASC 606, Revenue from Contracts with Customers 606” may Income Taxes The Company follows Accounting Standards Codification subtopic 740, Income Taxes (“ASC 740”), which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities at currently enacted tax rates. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that tax position. The second step is to measure a tax position that meets the more likely than not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent period in which the threshold is met. The Company will continue to monitor its tax positions in the applicable jurisdictions and adjust this liability accordingly. The Company has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no uncertain tax positions related to federal and state income taxes existed as of December 31, 2022. Earnings per Share Basic net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding during the relevant period. Diluted net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding and dilutive securities (such as stock options, warrants and convertible debt) outstanding during the relevant period. Diluted securities having an anti-dilutive effect on dilutive net income (loss) per share are excluded from the calculation. Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of the allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The adoption of ASU 2019-12 is not expected to have a significant effect on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s initiative to reduce complexity in accounting standards. The proposed ASU eliminates certain exceptions to the general principles of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. The implementation of this new standard applies to annual reporting periods beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022, for Emerging Growth Companies. The adoption of ASU 2019-12 did not have a significant effect on the Company’s financial statements.

Fair Value Measurement

Fair Value Measurement	10 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 3 Fair Value Measurement Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. Level 2 – Valuations based on quoted prices, other than those in Level 1, for identical assets or liabilities in markets that are not active or for similar assets and liabilities for which significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued expenses, due to related party, note payable, and digital asset collateral due to customer. The fair values of cash and cash equivalents, accounts payable and accrued expenses, due to related party, and note payable approximate their stated amounts because of the short maturity of these financial instruments. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Company. The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Schedule of Fair Value Measurement December 31, 2022 Fair Value Measurements Level 1 Level 2 Level 3 Liabilities Digital asset collateral due to customer $ - $ 1,653,100 $ - The Company determined the fair value per Bitcoin to be $ 16,531

Collateralized Loans Receivable

Collateralized Loans Receivable and Allowance for Loan Losses	10 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
Collateralized Loans Receivable and Allowance for Loan Losses	Note 4 Collateralized Loans Receivable and Allowance for Loan Losses As of December 31, 2022, the Company had one loan receivable in the principal amount of $ 1,374,691 4 At the time of origination, loans are secured and over-collateralized with digital assets the Company determines from time to time to be acceptable collateral. As of December 31, 2022, the only digital asset the Company accepted as collateral was Bitcoin. Borrowers make principal payments at maturity and make interest payments quarterly. The interest rate is set by the Company and is impacted by loan terms and amounts. Once a loan application is approved, a loan is created when a borrower sends collateral to the Company’s collateral wallet (the “The Company’s Custody Wallet”) and funds are disbursed to the borrower’s bank account. During the term of the loan, the Company may repledge a borrower’s collateral and move it out of the Company’s Custody Wallet. Total borrower collateral repledged of $ 1,653,100 a portion or all of the collateral assets. The liquidation handling fee is generally 2.00 , The Company does not recognize its digital asset-backed loans extended as sale transactions as defined by FASB ASC 860. 11,456 A margin call notice is triggered when the LTV exceeds 85% of the current collateral value at which time the Company notifies the borrower to post additional collateral or make a payment to cure the margin call to reduce the LTV to under 85% within 24 hours of notice (unless the LTV reverts back to 85% within 2 business days). Schedule of Loans Receivable Future Principal Payments Receipt of Payments December 31, Future Principal Payments As Of Receipt of Payments December 31, 0 to 12 months $ - 12 to 24 months 1,374,691 Total $ 1,374,691 The LTV ratio on the one loan receivable at December 31, 2022 was 83 On December 31, 2022, the fair value of the collateral received to secure the loan receivable balance was $ 1,653,100 1,653,100 Allowance for Loan Losses An allowance for loan losses is established with respect to loans held for investment through periodic charges to the provision for loan losses. Loan losses are charged against the allowance for loan losses when management believes that the future collection of the principal of a loan is unlikely. To date, the Company does not not Management classifies loans into risk categories based on their original LTV and monitors the current LTV on a recurring basis. The allowance is subjective as it requires material estimates, including such factors as historical trends. Other qualitative factors considered may include items such as uncertainties in the digital asset market, changes in the composition of the Company’s lending portfolio, business conditions and emerging trends. Recovery of the carrying value of loans is dependent to a great extent on conditions that may be beyond the Company’s control. Although the Company has not experienced any losses on the portfolio to date, any combination of the previously described factors may affect its loan portfolio resulting in potential loan losses and could require an allowance for loan loss, which could impact future periods. As of December 31, 2022, management has not liquidated any collateral and the Company has not incurred any losses on the outstanding portfolio. The Company also over collateralizes its loans with digital assets, which allow the Company to liquidate the pledged collateral for an amount at least equal to the principal owed. As of December 31, 2022, the Company had one loan receivable and this loan had an 83 no

Collateral Receivable

Collateral Receivable	10 Months Ended
	Dec. 31, 2022
Collateral Receivable
Collateral Receivable	Note 5 Collateral Receivable Digital Asset Collateral Receivable In July 2022, the Company repledged its customer collateral by entering into a master loan agreement with a counterparty lender (see Note 6). In accordance with ASC 860, monthly 505,154 2,158,254 1,653,100

Note Payable

Note Payable	10 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Note Payable	Note 6 Note Payable On July 14, 2022, the Company entered and executed a master loan agreement with a lender. The loan has a term of 24 2.5 1,377,872 1,388,576 10,704 2,158,254 at December 31, 2022. The following table summarizes the Company’s notes payable: Schedule of Note Payable December 31, 2022 Currency Note Issued Note Balance as of December 31, 2022 Note Payable USD $ 1,388,576 $ - $ 1,388,576 Future principal repayments are as follows: Schedule of Future Principal Repayments Amount 2023 $ - 2024 1,388,576 Total $ 1,388,576

Shareholders_ Equity

Shareholders’ Equity	10 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Shareholders’ Equity	Note 7 Shareholders’ Equity On March 28, 2022 and April 3, 2022, Union issued a total of 1,000 0.10 100 On June 8, 2022, Union issued 100 3,500 350,000 Effective August 31, 2022, STQN issued a total of 150,000 1.20 On December 22, 2022, STQN completed a reverse acquisition transaction with the two shareholders of Union. (See note 1) Exworth Management received 3,600,000 1,000 360,000 100

Income Taxes

Income Taxes	10 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 Income Taxes The components of the provision for income taxes are as follows: Schedule of Provision for Income Taxes From March 16, Current $ - Deferred 101,018 Total provision for income taxes $ 101,018 The reconciliation between the statutory and effective tax rates is comprised of the following: Schedule of Reconciliation Statutory Effective Tax Rates From March 16, Computed “expected” tax expense (United States statutory rate) 21.00 % Increase (decrease) in tax expense resulting from: State tax expense, net of Federal benefit 7.92 % Effective rate 28.92 % 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 income tax assets and (liabilities) are as follows: Schedule of Deferred Income Tax Assets and Liabilities December 31, 2022 Deferred income tax assets: Net operating loss carryforwards $ 49,013 Less: Valuation allowance - Total deferred income tax assets 49,013 Deferred income tax liabilities Unrealized gain on repledged collateral fair value adjustment (150,031 ) Total deferred income tax liabilities (150,031 ) Net deferred income tax liability $ (101,018 ) In assessing the realization of deferred tax assets, management considers whether it is more likely than not For United States income tax purposes, STQN has a net operating loss carry forward of approximately $ 548,000 occurs. Income tax Union has a United States net operating loss carry forward of approximately $ 155,000

Risk and Uncertainties

Risk and Uncertainties	10 Months Ended
	Dec. 31, 2022
Risks and Uncertainties [Abstract]
Risk and Uncertainties	Note 9 Risk and Uncertainties The Company’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The significant types of financial risks to which the Company is exposed include, but are not limited to market risk, industry risk, liquidity risk, concentration risk, credit risk and digital asset risk. Certain aspects of those risks are addressed below: Concentration Risk One borrower represented 100 100 One lender represented 100 100

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	10 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
Principles of consolidation	Principles of consolidation The consolidated financial statements include the financial statements of STQN and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove a majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include calculations of the fair values of repledged borrowers’ digital asset collateral and the allowance for loan losses. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Federal Deposit Insurance Corporation (“ F 250,000 no
Borrower Collateral and Custody Assets	Borrower Collateral and Custody Assets The Company requires loans to have certain collateral levels at origination and throughout the term of the loan. The loan agreement with each borrower specifies that the borrower transfers and assigns to the Company the collateral together with all rights and interests attached or accruing thereto (including without limitation accrued dividends and distributions declared, made or paid after the relevant date of delivery). Borrowers deposit the collateral into a 3 rd not not When a transfer of digital assets does not 310, Receivables 310”
Allowance for Loan Losses	Allowance for Loan Losses FASB ASC 310, Receivables 310” 450 20, Contingencies Loss Contingencies 450” The process for determining the amount of the allowance requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of borrowers to repay their loans. Changes in economic conditions affecting borrowers, revisions to accounting rules and related guidance, new qualitative or quantitative information about existing loans, identification of additional problem loans, changes in the size or composition of a company’s finance receivables and loan portfolio, changes to a company’s loss estimation techniques including consideration of forecasted economic assumptions, and other factors, both within and outside of control, may
Borrower Fees	Borrower Fees The Company offers U.S. Dollar loans collateralized by digital assets to a broad range of customers and generates revenue from interest income and fees earned on loans. Revenue derived from borrower fees on loans is outside the scope of ASC 606, Revenue from Contracts with Customers 606” may
Income Taxes	Income Taxes The Company follows Accounting Standards Codification subtopic 740, Income Taxes (“ASC 740”), which requires the Company to use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities at currently enacted tax rates. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that tax position. The second step is to measure a tax position that meets the more likely than not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent period in which the threshold is met. The Company will continue to monitor its tax positions in the applicable jurisdictions and adjust this liability accordingly. The Company has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no uncertain tax positions related to federal and state income taxes existed as of December 31, 2022.
Earnings per Share	Earnings per Share Basic net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding during the relevant period. Diluted net income (loss) per share is calculated based upon the weighted average number of shares of common stock outstanding and dilutive securities (such as stock options, warrants and convertible debt) outstanding during the relevant period. Diluted securities having an anti-dilutive effect on dilutive net income (loss) per share are excluded from the calculation.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of the allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The adoption of ASU 2019-12 is not expected to have a significant effect on the Company’s financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which is part of the FASB’s initiative to reduce complexity in accounting standards. The proposed ASU eliminates certain exceptions to the general principles of ASC 740, Income Taxes, and simplifies income tax accounting in several areas. The implementation of this new standard applies to annual reporting periods beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2022, for Emerging Growth Companies. The adoption of ASU 2019-12 did not have a significant effect on the Company’s financial statements.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	10 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurement	The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Schedule of Fair Value Measurement December 31, 2022 Fair Value Measurements Level 1 Level 2 Level 3 Liabilities Digital asset collateral due to customer $ - $ 1,653,100 $ -

Collateralized Loans Receivab_2

Collateralized Loans Receivable and Allowance for Loan Losses (Tables)	10 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
Schedule of Loans Receivable Future Principal Payments	Schedule of Loans Receivable Future Principal Payments Receipt of Payments December 31, Future Principal Payments As Of Receipt of Payments December 31, 0 to 12 months $ - 12 to 24 months 1,374,691 Total $ 1,374,691

Note Payable (Tables)

Note Payable (Tables)	10 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Note Payable	The following table summarizes the Company’s notes payable: Schedule of Note Payable December 31, 2022 Currency Note Issued Note Balance as of December 31, 2022 Note Payable USD $ 1,388,576 $ - $ 1,388,576
Schedule of Future Principal Repayments	Future principal repayments are as follows: Schedule of Future Principal Repayments Amount 2023 $ - 2024 1,388,576 Total $ 1,388,576

Income Taxes (Tables)

Income Taxes (Tables)	10 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Provision for Income Taxes	The components of the provision for income taxes are as follows: Schedule of Provision for Income Taxes From March 16, Current $ - Deferred 101,018 Total provision for income taxes $ 101,018
Schedule of Reconciliation Statutory Effective Tax Rates	The reconciliation between the statutory and effective tax rates is comprised of the following: Schedule of Reconciliation Statutory Effective Tax Rates From March 16, Computed “expected” tax expense (United States statutory rate) 21.00 % Increase (decrease) in tax expense resulting from: State tax expense, net of Federal benefit 7.92 % Effective rate 28.92 %
Schedule of Deferred Income Tax Assets and Liabilities	Schedule of Deferred Income Tax Assets and Liabilities December 31, 2022 Deferred income tax assets: Net operating loss carryforwards $ 49,013 Less: Valuation allowance - Total deferred income tax assets 49,013 Deferred income tax liabilities Unrealized gain on repledged collateral fair value adjustment (150,031 ) Total deferred income tax liabilities (150,031 ) Net deferred income tax liability $ (101,018 )

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative)	Dec. 22, 2022 shares
Restructuring Cost and Reserve [Line Items]
Percentage of issued and outstanding common stock	59.30%
Exworth Management LLC [Member]
Restructuring Cost and Reserve [Line Items]
Sale of stock percentage of ownership before transaction	74%
Exworth Union Inc [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares issued as a part of acquisition	3,960,000
Exworth Union Inc [Member] | Exworth Management LLC [Member]
Restructuring Cost and Reserve [Line Items]
Sale of stock percentage of ownership before transaction	91%
Exworth Union Inc [Member] | Two Shareholders [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares issued as a part of acquisition	1,100
Percentage of issued and outstanding common stock	100%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Cash, FDIC insured amount	$ 250,000
Cash, FDIC uninsured amount	$ 0

Schedule of Fair Value Measurem

Schedule of Fair Value Measurement (Details)	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Digital asset collateral due to customer	$ 1,653,100
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Digital asset collateral due to customer
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Digital asset collateral due to customer	1,653,100
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Digital asset collateral due to customer

Fair Value Measurement (Details

Fair Value Measurement (Details Narrative)	Dec. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Fair value per Bitcoin	$ 16,531

Schedule of Loans Receivable Fu

Schedule of Loans Receivable Future Principal Payments (Details)	Dec. 31, 2022 USD ($)
Receivables [Abstract]
0 to 12 months
12 to 24 months	1,374,691
Total	$ 1,374,691

Collateralized Loans Receivab_3

Collateralized Loans Receivable and Allowance for Loan Losses (Details Narrative)	10 Months Ended
	Dec. 31, 2022 USD ($)
Financing Receivable, Past Due [Line Items]
Loan receivable	$ 1,374,691
Percentage of notes receivable interest	4%
Collateral balance repledged	$ 1,653,100
Liquidation handling fee	2%
Interest receivable on loans	$ 11,456
Description of current collateral value, borrower	A margin call notice is triggered when the LTV exceeds 85% of the current collateral value at which time the Company notifies the borrower to post additional collateral or make a payment to cure the margin call to reduce the LTV to under 85% within 24 hours of notice (unless the LTV reverts back to 85% within 2 business days).
Percentage of loan-to-value ratio	83%
Allowance for loan losses	$ 0
Borrower Collateral [Member].
Financing Receivable, Past Due [Line Items]
Collateral balance repledged	1,653,100
Fair value of collateral received	$ 1,653,100

Collateral Receivable (Details

Collateral Receivable (Details Narrative)	10 Months Ended
	Dec. 31, 2022 USD ($)
Collateral Receivable
Assets fair value adjustment	$ 505,154
Digital assets collateral receivable	2,158,254
Assets collateral due to customer	$ 1,653,100

Schedule of Note Payable (Detai

Schedule of Note Payable (Details)	10 Months Ended
	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Note payable	$ 1,388,576
Master Loan Agreement [Member]
Short-Term Debt [Line Items]
Note issued	1,388,576
Note payments
Note payable	$ 1,388,576

Schedule of Future Principal Re

Schedule of Future Principal Repayments (Details)	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023
2024	1,388,576
Total	$ 1,388,576

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	12 Months Ended
	Jul. 14, 2023	Dec. 31, 2022	Jul. 14, 2022
Short-Term Debt [Line Items]
Note payable, net		$ 1,388,576
Debt unamortized fee		10,704
Collateral receivable		2,158,254
Master Loan Agreement [Member]
Short-Term Debt [Line Items]
Debt term	24 months
Interest rate			2.50%
Note payable carrying amount		1,377,872
Note payable, net		1,388,576
Debt unamortized fee		10,704
Collateral receivable		$ 2,158,254

Shareholders_ Equity (Details N

Shareholders’ Equity (Details Narrative) - USD ($)					10 Months Ended
	Dec. 22, 2022	Jun. 08, 2022	Apr. 03, 2022	Mar. 28, 2022	Dec. 31, 2022	Aug. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, value, new issues					$ 350,100
Three Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants, shares						150,000
Warrant per shares						$ 1.20
World Class Global Technology PTE LTD [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued during period		100
Share price		$ 3,500
Shares issued during period, value, new issues		$ 350,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued during period					3,960,000
Shares issued during period, value, new issues					$ 3,960
Common Stock [Member] | Exworth Management LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued during period	3,600,000		1,000	1,000
Share price			$ 0.10	$ 0.10
Shares issued during period, value, new issues			$ 100	$ 100
Number of shares issued during exchange period	1,000
Common Stock [Member] | World Class Global Technology PTE LTD [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued during period	360,000
Number of shares issued during exchange period	100

Schedule of Provision for Incom

Schedule of Provision for Income Taxes (Details)	10 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Current
Deferred	101,018
Total provision for income taxes	$ 101,018

Schedule of Reconciliation Stat

Schedule of Reconciliation Statutory Effective Tax Rates (Details)	10 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Computed tax expense	21%
State tax expense, net of Federal benefit	7.92%
Effective rate	28.92%

Schedule of Deferred Income Tax

Schedule of Deferred Income Tax Assets and Liabilities (Details)	Dec. 31, 2022 USD ($)
Deferred income tax assets:
Net operating loss carryforwards	$ 49,013
Less: Valuation allowance
Total deferred income tax assets	49,013
Deferred income tax liabilities
Unrealized gain on repledged collateral fair value adjustment	(150,031)
Total deferred income tax liabilities	(150,031)
Net deferred income tax liability	$ (101,018)

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Operating Loss Carryforwards, Limitations on Use	net operating loss carry forward of approximately $548,000 at December 31, 2022 (approximately $212,000 of which expires in varying amounts from 2023 to 2037)
Operating Loss Carryforwards	$ 548,000
Exworth Union Inc [Member]
Operating Loss Carryforwards	$ 155,000

Risk and Uncertainties (Details

Risk and Uncertainties (Details Narrative) - Customer Concentration Risk [Member]	10 Months Ended
	Dec. 31, 2022
Loan Receivable [Member] | One Borrower [Member]
Concentration Risk [Line Items]
Loans receivable	100%
Interest Income [Member] | One Borrower [Member]
Concentration Risk [Line Items]
Loans receivable	100%
Notes Payable, Other Payables [Member] | One Lender [Member]
Concentration Risk [Line Items]
Loans receivable	100%
Interest Expense [Member] | One Lender [Member]
Concentration Risk [Line Items]
Loans receivable	100%