v3.25.1
NOTES PAYABLE (Details Narrative) - USD ($)
 3 Months Ended
Feb. 25, 2025
Jul. 24, 2024
May 10, 2024
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Sep. 30, 2023
Apr. 30, 2023
Debt Instrument [Line Items]                
Principal payment       $ 726,212        
Principal amount $ 325,000 $ 750,000   325,000     $ 198,128 $ 393,808
Purchase price $ 250,000              
Debt Instrument, Increase, Accrued Interest       1,816        
Debt Instrument, Unamortized Discount       135,088   $ 127,426    
Interest Expense, Operating and Nonoperating       1,816 $ 0      
Amortization of debt discount included in interest expense       28,652 0      
May Promissory Note [Member]                
Debt Instrument [Line Items]                
Professional Advisor Fee     $ 1,455,416          
Debt Interest Rate1     4.86%          
Principal Amount Outstanding       1,455,416        
Promissory Accrued Interest       71,435        
Debt Interest Rate   6.00%            
Debt Instrument, Unamortized Discount            
Convertible Note [Member]                
Debt Instrument [Line Items]                
Promissory Accrued Interest       307        
Aggregate Principal Amount   $ 750,000            
Unamortized Debt Discount       88,740        
Interest Expense Total       10,744 0      
amortization of debt discount included in interest expense       65,561 $ 0      
Debt Instrument, Unamortized Discount       88,740   $ 127,426    
July Note Conversion Shares [Member]                
Debt Instrument [Line Items]                
Debt Conversion, Description   The July Note is convertible by the holder thereof in whole or in part at any time after issuance and prior to the July Note Maturity Date into shares of Common Stock based on a conversion price (the “July Note Conversion Price”) of $1.506 per share (the “July Note Conversion Shares”), which cannot be reduced below $0.231 per share, and is subject to customary adjustments for stock splits, stock dividends, recapitalization and other similar transactions. Notwithstanding the foregoing, such conversions are subject to (i) a 4.99% beneficial ownership limitation contained in the Note, which may be increased to 9.99% upon 61 days’ prior written notice to the Company by the July Note Holder, and (ii) the Exchange Cap (as defined below). The Company has agreed to hold a meeting of its stockholders to seek approval of a waiver of the Exchange Cap - no later than ninety (90) days from July 24, 2024. Under the applicable rules of the NYSE American LLC, in no event may the Company issue to July Note Holder and any of its affiliates under the CEF Purchase Agreement (as defined below), or otherwise, more than 1,152,764 shares of Common Stock, which number of shares represents 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the CEF Purchase Agreement (the “Exchange Cap”)            
July Note Conversion Amount [Member]                
Debt Instrument [Line Items]                
Debt Conversion, Description   The July Note is redeemable by the Company in whole or in part at any time after issuance and prior to the July Note Maturity Date in cash at a price equal to 110% of the greater of (i) the July Note’s outstanding principal amount, plus all accrued but unpaid interest and late charges due under the July Note (the “July Note Conversion Amount”) being redeemed as of the date on which such redemption will occur (the “Company Optional Redemption Date”) and (ii) the product of (1) the number of July Note Conversion Shares then issuable under the July Note multiplied by (2) the highest closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding the date of the Company Optional Redemption Notice (as defined below) and ending on the trading day immediately prior to the date the Company makes the entire payment            
February Bridge Note [Member]                
Debt Instrument [Line Items]                
Debt Instrument, Unamortized Discount       $ 46,348