ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) |
Mar. 14, 2024
$ / shares
shares
|
Oct. 25, 2019
shares
|
Nov. 16, 2013
shares
|
Oct. 28, 2013 |
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reverse stock split | The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. | |||||
Accumulated deficit | $ | $ 28,869,611 | $ 26,736,403 | ||||
Series F Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Preferred stock, convertible ratio | 93 | |||||
Share Exchange Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued during period | 65,640,207 | |||||
Percentage of common shares issued and outstanding | 100.00% | |||||
Resonate Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued during period | 665,072 | |||||
Percentage of common shares issued and outstanding | 5.00% | |||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | |||||
Entourage Labs Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of shares issued during period | 665,072 | |||||
Percentage of common shares issued and outstanding | 5.00% | |||||
Agreement description | We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. | |||||
Conveyance Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of subsidiary description | (i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement. | |||||
Conveyance Agreement [Member] | Mark S. Johnson [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Equity interest percentage | 49.00% | |||||
Number of cancellation shares of common stock | 20,000 | |||||
Securities Purchase Agreement [Member] | Series C Preferred Stock [Member] | Geoffrey Selzer [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period shares new issues | 2,000,000 | |||||
Securities Purchase Agreement [Member] | Series C Preferred Stock [Member] | Jim Morrison [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share price | $ / shares | $ 10.00 |