LOANS PAYABLE (Details Narrative) - USD ($) |
3 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
May 27, 2025 |
Jan. 27, 2025 |
Jun. 04, 2024 |
Apr. 26, 2024 |
Mar. 22, 2024 |
Sep. 20, 2023 |
Aug. 01, 2023 |
Jul. 19, 2023 |
Jun. 06, 2023 |
Mar. 31, 2025 |
Dec. 31, 2024 |
|
Short-Term Debt [Line Items] | |||||||||||
Repayment loan | $ 7,500 | $ 5,000 | $ 10,000 | $ 10,000 | $ 7,000 | $ 14,730.11 | $ 54,591 | ||||
Unpaid | $ 77,980.89 | ||||||||||
Common stock issued for conversion, shares | 24,486,568 | ||||||||||
Debt extinguishment | $ 83,380 | ||||||||||
Government notes payable | 237,420 | $ 266,118 | |||||||||
Convertible note | $ 49,643 | ||||||||||
EIDL Loans [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate | 3.75% | ||||||||||
Government loans payable | $ 500,000 | $ 500,000 | |||||||||
Loan payments term | 30 years | ||||||||||
Securities Purchase Agreement [Member] | 1800 Diagonal Lending LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt principal amount | $ 117,320 | ||||||||||
Debt instrument, maturity date | Apr. 15, 2024 | ||||||||||
Debt instrument, interest rate | 13.00% | ||||||||||
Interest expense | $ 15,251 | ||||||||||
Debt periodic payment amount | 14,730.11 | ||||||||||
Debt total payment amount | $ 132,571 | ||||||||||
Debt payment terms | The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that 1800 Diagonal may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common stock. | ||||||||||
Proceeds from notes payable | $ 100,000 | ||||||||||
Original issue discount | 12,570 | ||||||||||
Legal fees | $ 4,750 | ||||||||||
Cove Purchase Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt principal amount | $ 300,000 | ||||||||||
Debt instrument, maturity date | Jul. 22, 2024 | ||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||
Debt, description | (a) 24% per annum, or (b) the maximum amount permitted by law. The Cove Convertible Note may not be prepaid in whole or in part, except as otherwise set forth in the Cove Note. Pursuant to the terms of Cove Note, if the Cove Loan is not repaid on or before the Maturity Date, the Company is required to issue Cove Funding shares of its Common Stock, on a monthly basis (subject to a 4.99% beneficial ownership limitation), with a value of 16.67% of the principal amount of the Cove Loan outstanding as of each issuance date, plus a commitment fee equal to 5% of such outstanding principal amount, until the Cove Loan is repaid in full (collectively, the “Penalty Shares”). In addition, commencing on the Maturity Date, Cove Funding may (subject to a 4.99% beneficial ownership limitation) convert amounts due under the Cove Note into shares of the Company’s Common Stock (collectively, the “Conversion Shares”) at a conversion price equal to the lesser of (a) $0.07, or (b) the five-trading day closing price average immediately prior to the conversion date. The number of Conversion Shares issuable upon conversion of the Cove Note will be subject to adjustment from time-to-time in the event of any combination, extraordinary distribution, dilutive issuance, or similar event. Upon the occurrence of an event of default under the Cove Note, 125% of the amounts due under the Cove Note will become immediately due and payable. In addition, as long as the Company has any obligations outstanding under the Cove Note, the Company may not (among other things), without Cove Funding’s written consent, incur any senior or pari passu indebtedness, sell a significant amount of the Company’s assets, or issue equity securities in an amount greater than 10% of the Company’s outstanding Common Stock, subject to certain exceptions. | ||||||||||
Cove Purchase Agreement [Member] | First Tranches [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 187,777 | ||||||||||
Commitment fee percentage | 5.00% | ||||||||||
Commitment fee percentage | 5.00% | ||||||||||
Cove Purchase Agreement [Member] | Second Tranches [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Commitment fee percentage | 5.00% | ||||||||||
Commitment fee percentage | 5.00% | ||||||||||
First Tranches [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Proceeds from notes payable | $ 150,000 | ||||||||||
First Tranches [Member] | Second Tranches [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Proceeds from notes payable | $ 300,000 |