v3.26.1
ACQUISITION (Details - Consideration paid) - USD ($)
Mar. 19, 2025
Jun. 30, 2026
Dec. 31, 2025
Business Acquisition [Line Items]      
Present value of future cash paid   $ 0 $ 990,000
Gamma Innovation LLC [Member]      
Business Acquisition [Line Items]      
Cash paid upfront [1] $ 2,000,000    
Equity consideration [2] 5,950,000    
Earn-out contingent consideration [3] 990,000    
Total consideration $ 15,558,637    
Business Combination, Contingent Consideration Arrangements, Description an additional earn-out stock consideration of 500,000 shares of our common stock, up to a total consideration of 2,500,000 shares of our common stock, may be paid upon the achievement of certain gross revenue performance targets for each trailing 12-month period beginning on March 20, 2026 and ending on March 19, 2030    
Gamma Innovation LLC [Member] | Present Value Of Future Cash Paid [Member]      
Business Acquisition [Line Items]      
Present value of future cash paid [1] $ 6,618,637    
Gamma Innovation LLC [Member] | Cash Paid And To Be Paid [Member]      
Business Acquisition [Line Items]      
Business Combination, Contingent Consideration Arrangements, Description the cash purchase price paid was $10,000,000 to be paid in five equal tranches with the initial payment made on March 19, 2025 and four subsequent payments to be made on each subsequent annual anniversary of the initial payment    
Gamma Innovation LLC [Member] | Stock Consideration Paid And To Be Paid [Member]      
Business Acquisition [Line Items]      
Business Combination, Contingent Consideration Arrangements, Description the stock consideration paid was 2,500,000 shares of restricted common stock that vest in five equal amounts beginning on March 31, 2025 and annually thereafter for the next four years    
[1] Pursuant to the Asset Purchase Agreement the cash purchase price paid was $10,000,000 to be paid in five equal tranches with the initial payment made on March 19, 2025 and four subsequent payments to be made on each subsequent annual anniversary of the initial payment. The fair value of this consideration was estimated based on the present value of the future payments. The average discount rate of 8% was based on the Company’s estimated cost of debt. The present value of future payments is recorded in other liabilities on the condensed consolidated balance sheets.
[2] Pursuant to the Asset Purchase Agreement the stock consideration paid was 2,500,000 shares of restricted common stock that vest in five equal amounts beginning on March 31, 2025 and annually thereafter for the next four years. Fair value was estimated using the Company’s stock price of $2.38 on the valuation date. The stock consideration is recorded in the condensed consolidated statements of stockholders’ equity.
[3] Pursuant to the Asset Purchase Agreement an additional earn-out stock consideration of 500,000 shares of our common stock, up to a total consideration of 2,500,000 shares of our common stock, may be paid upon the achievement of certain gross revenue performance targets for each trailing 12-month period beginning on March 20, 2026 and ending on March 19, 2030. The contingent payable was recorded in other liabilities on the condensed consolidated balance sheets.