COMMITMENTS AND CONTINGENCIES	3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Contingent Commitments The Company entered into a rental agreement with a related party on August 23, 2021, for its corporate office address on 3250 Oakland Hills Court, Fairfield, California, 94534. The lease expired on August 31,2022; it was originally for one year at a rate of $2,000/month. Since its expiration there has been no formal agreement written to extend the rent arrangement, but it is informally extended on a month-to-month basis. During 2025 and 2024, a total of $24,000 was incurred for lease expense because of this. This lease arrangement is considered temporary due to the projected expansion of its business and may not be suitable within a 1-year period. The Company therefore is evaluating its lease needs on a year-to-year basis, and the lease is therefore exempt from ASC 842. Pledged Receivable In 2019, the Company agreed to pledge the collections of a specific uncollected customer invoice in the amount of $752,500 as collateral for a loan made by LarCo Holdings, LLC (“LarCo”), an unrelated party, to a vendor of the Company (the “Vendor”) and a former executive. The Company subsequently executed acknowledgments in connection with amendments to the loan dated July 2, 2019, July 8, 2020, April 1, 2021, and April 17, 2023, each confirming the same conditional undertaking: should the Company collect on the pledged invoice, in whole or in part, it would remit the proceeds of that collection to LarCo to be applied against the vendor loan. The Company has never collected on the specified customer invoice, and no amount related to the invoice was included in gross accounts receivable at March 31, 2026 and December 31, 2025. The Company is party to litigation related to this arrangement, as described below. LarCo Holdings, LLC Litigation On July 31, 2024, LarCo filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; the Vendor; certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from the 2019 private loan transaction described above, to which the Company was not a party. The Company’s undertaking in connection with that loan was conditional upon actual collection of the pledged invoice, which has not occurred. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment. On June 13, 2025, judgment on the loan was entered in LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended judgment was entered against those parties in the approximate amount of $1.57 million. The Company was not a party to, and has no liability under, that judgment. On January 15, 2026, subsequent to the balance sheet date, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims, conversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500 in respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against the co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages; and attorneys’ fees and costs. LarCo has also asserted purported rights, as a judgment creditor of the Vendor and the former executive, against amounts allegedly owed by the Company to those parties. The Company disputes that it owes any amounts subject to such claims, disputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly. The Company believes the claims asserted against it are without merit, disputes the factual premises of the fraud-related allegations, and intends to defend the matter vigorously, including through dispositive motions. The Company is evaluating all rights, remedies, claims, and counterclaims available to it arising from this matter and reserves all such rights. Management has determined that a loss related to this matter is not probable and that the amount or range of any reasonably possible loss cannot be estimated at this time, principally because dispositive motions directed at the claims that would define any such range remain to be adjudicated and the damages theories asserted are disputed. Accordingly, no loss contingency has been recorded in respect of this matter as of March 31, 2026.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

10. COMMITMENTS AND CONTINGENCIES

Contingent Commitments

The Company entered into a rental agreement with a related party on August 23, 2021, for its corporate office address on 3250 Oakland Hills Court, Fairfield, California, 94534. The lease expired on August 31,2022; it was originally for one year at a rate of $2,000/month. Since its expiration there has been no formal agreement written to extend the rent arrangement, but it is informally extended on a month-to-month basis. During 2025 and 2024, a total of $24,000 was incurred for lease expense because of this. This lease arrangement is considered temporary due to the projected expansion of its business and may not be suitable within a 1-year period. The Company therefore is evaluating its lease needs on a year-to-year basis, and the lease is therefore exempt from ASC 842.

Pledged Receivable

In 2019, the Company agreed to pledge the collections of a specific uncollected customer invoice in the amount of $752,500 as collateral for a loan made by LarCo Holdings, LLC (“LarCo”), an unrelated party, to a vendor of the Company (the “Vendor”) and a former executive. The Company subsequently executed acknowledgments in connection with amendments to the loan dated July 2, 2019, July 8, 2020, April 1, 2021, and April 17, 2023, each confirming the same conditional undertaking: should the Company collect on the pledged invoice, in whole or in part, it would remit the proceeds of that collection to LarCo to be applied against the vendor loan. The Company has never collected on the specified customer invoice, and no amount related to the invoice was included in gross accounts receivable at March 31, 2026 and December 31, 2025. The Company is party to litigation related to this arrangement, as described below.

LarCo Holdings, LLC Litigation

On July 31, 2024, LarCo filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; the Vendor; certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from the 2019 private loan transaction described above, to which the Company was not a party. The Company’s undertaking in connection with that loan was conditional upon actual collection of the pledged invoice, which has not occurred. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.

On June 13, 2025, judgment on the loan was entered in LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended judgment was entered against those parties in the approximate amount of $1.57 million. The Company was not a party to, and has no liability under, that judgment.

On January 15, 2026, subsequent to the balance sheet date, LarCo filed a First Verified Amended Complaint (the “Amended Complaint”) asserting claims against the Company for breach of contract, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraud-based claims, conversion, unjust enrichment, and aiding and abetting. As against the Company, the Amended Complaint seeks, among other things, $752,500 in respect of the pledged invoice; joint and several liability for the approximately $1.57 million judgment previously entered against the co-defendants described above; $1,875,000 asserted against all defendants in respect of certain pledged shares; punitive damages; and attorneys’ fees and costs. LarCo has also asserted purported rights, as a judgment creditor of the Vendor and the former executive, against amounts allegedly owed by the Company to those parties. The Company disputes that it owes any amounts subject to such claims, disputes the validity and enforceability of the asserted rights as against the Company, and has formally responded accordingly.

The Company believes the claims asserted against it are without merit, disputes the factual premises of the fraud-related allegations, and intends to defend the matter vigorously, including through dispositive motions. The Company is evaluating all rights, remedies, claims, and counterclaims available to it arising from this matter and reserves all such rights.

Management has determined that a loss related to this matter is not probable and that the amount or range of any reasonably possible loss cannot be estimated at this time, principally because dispositive motions directed at the claims that would define any such range remain to be adjudicated and the damages theories asserted are disputed. Accordingly, no loss contingency has been recorded in respect of this matter as of March 31, 2026.