SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) |
Jul. 11, 2025 |
Jul. 10, 2025 |
Jul. 01, 2025 |
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Abundia Financial LLC [Member] | |||
Subsequent Event [Line Items] | |||
Ownership percentage, parent | 46.30% | ||
ELOC Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Consideration received on transaction | $ 100,000,000 | ||
Shares issued | 300,000 | ||
Legal fees | $ 75,000 | ||
ELOC Purchase Agreement [Member] | Restricted Stock [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 156,000 | ||
Note Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Original issue discount | 8.00% | ||
Principal amount | $ 5,434,783 | ||
Maturity date | Jul. 10, 2026 | ||
Accrued interest rate | 7.00% | ||
Conversion price per share | $ 10.92 | ||
Beneficial ownership limitation provision | 4.99% | ||
Debt description | The Company is required to prepay, redeem or convert one quarter (1/4) of the initial principal and interest of the Note by each three (3) month anniversary of July 10, 2025, failure of which will result in an Event of Default (as defined in the Note). In addition, in the event of an Event of Default, the interest rate will increase to 18%, the Note Investor may require the Company to redeem the Note, and the Note Investor may convert all or a portion of the Note into shares of Common Stock at a price equal to the lower of (i) the conversion price then in effect, and (ii) 85% of the lowest volume-weighted average price of the shares of Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. | ||
Proceeds from debt | $ 5,000,000 | ||
Payments for assets | $ 8,500,000 | ||
Abundia Financial LLC [Member] | Share Exchange Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Equity, Ownership percentage | 84.60% | ||
Bower Family Holdings LLC [Member] | Share Exchange Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Equity, Ownership percentage | 10.40% | ||
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of shares | 31,778,032 | ||
Common Stock [Member] | ELOC Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 144,000 |
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- Definition Percentage of beneficial ownership limitation provision. No definition available.
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- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
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- Definition The cash outflow for purchases of and capital improvements on property, plant and equipment (capital expenditures), software, and other intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
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- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
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- Definition Carrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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