AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC (Details Narrative) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Jun. 20, 2023 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|
| Business Acquisition [Line Items] | |||
| Principal amount | $ 1,753,500 | $ 1,852,800 | |
| Proceeds from notes payable | 1,377,500 | ||
| Senior Promissory Note [Member] | |||
| Business Acquisition [Line Items] | |||
| Principal amount | $ 575,000 | ||
| Pegasus Specialty Vehicles LLC [Member] | |||
| Business Acquisition [Line Items] | |||
| Financing closed cost | 3,000,000 | ||
| Loaned pre-closing | 435,000 | $ 970,000 | |
| Assets loan | 575,000 | ||
| Proceeds from notes payable | 500,000 | ||
| Commission fee paid to broker | 30,000 | ||
| Legal fees paid to lender | 30,000 | ||
| Due diligence fee paid to lender | $ 5,000 | ||
| Business combination description | (i) an agreeable plan to spin out the existing Company cannabis assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv) financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and the transactions contemplated; and (iv) certain other customary conditions | ||
| Pegasus Specialty Vehicles LLC [Member] | Series AA Preferred Stock [Member] | |||
| Business Acquisition [Line Items] | |||
| Number of shares issued | 623,500 | ||