NOTE 10 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
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1 Months Ended |
3 Months Ended |
6 Months Ended |
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Apr. 30, 2026 |
Oct. 10, 2025 |
Nov. 03, 2023 |
Jan. 07, 2021 |
Nov. 11, 2020 |
Nov. 03, 2020 |
Jan. 31, 2026 |
Jun. 30, 2026 |
Mar. 31, 2026 |
Jun. 30, 2025 |
Mar. 31, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Dec. 31, 2025 |
| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Common Stock, Shares Authorized |
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26,000,000
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26,000,000
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26,000,000
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| Common Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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$ 0.001
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| Stock Issued During Period, Shares, New Issues |
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5,384,655
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| [custom:StockIssuedDuringPeriodSharesConversionOfSeriesDPreferredStock] |
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3,983,053
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| Proceeds from Issuance of Common Stock |
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$ 168,860
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| Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture |
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$ 2,677
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$ 4,920
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$ 22,383
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$ 32,815
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| Stock Issued During Period, Value, Issued for Services |
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535,289
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| Stock Issued During Period, Value, Other |
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$ 1,886,658
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| Common Stock, Shares, Issued |
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10,052,672
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10,052,672
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4,668,017
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| Common Stock, Shares, Outstanding |
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10,052,672
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10,052,672
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4,668,017
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| Preferred Stock, Shares Authorized |
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1,200,000
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1,200,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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| Conversion of Stock, Shares Converted |
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249,918
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| [custom:SeriesDPreferredConvertedIntoCommonStockShares] |
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3,983,053
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| Preferred Class A [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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10,000
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10,000
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10,000
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10,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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| Preferred Stock, Shares Issued |
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10,000
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10,000
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10,000
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| Preferred Stock, Shares Outstanding |
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10,000
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10,000
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10,000
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| Series A Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Voting Rights |
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Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters
submitted to stockholders at a rate of 51% of the total vote of stockholders.
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| Series B Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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200,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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| Preferred Stock, Voting Rights |
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Holders
of Series B Preferred Stock do not have voting rights
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| Preferred Stock, Redemption Terms |
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Under
the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any
distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation
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| Preferred Stock, Participation Rights |
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Holders
of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual
rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated
on the basis of a 360-day year consisting of twelve 30-day months
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| Preferred Stock, Conversion Basis |
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may
convert into common stock after twelve months from the issuance date, at a conversion rate of twelve point five (12.5) shares of Common
Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales
into the market of no more than 5% previous month’s stock liquidity.
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| Preferred Class B [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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200,000
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200,000
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200,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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$ 0.001
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| Preferred Stock, Shares Issued |
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59,276
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59,276
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59,276
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| Preferred Stock, Shares Outstanding |
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59,276
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59,276
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59,276
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| Series C Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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200,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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| Preferred Stock, Redemption Terms |
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Under the Certificate of Designation, holders of Series C
Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution
upon winding up, dissolution, or liquidation of the Company, as provided in the designation
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| Preferred Class C [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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200,000
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200,000
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200,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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$ 0.001
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| Preferred Stock, Shares Issued |
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0
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0
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0
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| Preferred Stock, Shares Outstanding |
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0
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0
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0
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| Preferred Class D [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Shares Authorized |
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75,000
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100,000
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100,000
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100,000
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| Preferred Stock, Par or Stated Value Per Share |
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$ 0.001
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$ 0.001
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$ 0.001
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$ 0.001
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| Preferred Stock, Shares Issued |
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16,865
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16,865
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18,020
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| Preferred Stock, Shares Outstanding |
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16,865
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16,865
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18,020
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| Series D Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Redemption Terms |
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Liquidation Preference: Senior to common stock,
Series A Preferred Stock, and Series C Preferred Stock, and on parity with Series B Preferred Stock, in any liquidation, dissolution,
or winding up of the Company.
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Under
the Certificate of Designation, in the event of any dissolution, liquidation or winding up of the Corporation, the Holders of Series
D Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation before the holders of
the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but shall be considered on parity to the liquidation rights
of the Series B Preferred Stockholders
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| Cash Proceeds [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, Other |
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895,000
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| Proceeds from Issuance of Common Stock |
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$ 168,860
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| Nontrade Receivables |
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$ 653,076
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$ 653,076
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| Directors Issuance [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture |
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3,750
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| Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture |
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$ 7,596
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| Third Party Services [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, Issued for Services |
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129,717
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| Stock Issued During Period, Value, Issued for Services |
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$ 535,290
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| Financing Agreement [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, Other |
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373,135
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| Stock Issued During Period, Value, Other |
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$ 500,000
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| Q X T E L Dividend [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Payments of Ordinary Dividends, Noncontrolling Interest |
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$ 9,873
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174,339
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265,797
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| [custom:NoncashDividendToNoncontrollingInterest] |
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$ 150,000
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| Dividends |
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900,000
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| [custom:IntercompanyDividendEliminated] |
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459,000
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| Dividends Payable, Current |
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$ 185,076
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$ 185,076
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| M 2 B Funding Corp Purchase Agreement [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| [custom:MaximumCommitmentAmountUnderEquityPurchaseAgreement-0] |
$ 50,000,000
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| [custom:EquityPurchaseAgreementDiscountPercentage-0] |
94.00%
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| [custom:DailyMaximumPutAmountUnderEquityPurchaseAgreement-0] |
$ 500,000
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| [custom:CommitmentPeriodMaximumLengthInMonths] |
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60 months
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| [custom:DailyVolumeLeakOutRestrictionPercentage-0] |
20.00%
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| M 2 B Funding Corp Purchase Agreement [Member] | Commitment Shares [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Value, Other |
$ 1,000,000
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| Preferred Stock [Member] | Series A Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, New Issues |
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| Stock Issued During Period, Shares, Other |
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| Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture |
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| Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture |
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| Stock Issued During Period, Shares, Issued for Services |
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| Stock Issued During Period, Value, Issued for Services |
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| Stock Issued During Period, Value, Other |
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| Preferred Stock [Member] | Series B Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, New Issues |
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| Stock Issued During Period, Shares, Other |
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| Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture |
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| Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture |
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| Stock Issued During Period, Shares, Issued for Services |
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| Stock Issued During Period, Value, Issued for Services |
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| Stock Issued During Period, Value, Other |
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| Preferred Stock [Member] | Series C Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Preferred Stock, Voting Rights |
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Holders of Series C Preferred Stock do not have voting rights
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| Preferred Stock, Participation Rights |
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The holders of shares of Series C Preferred
Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available
for that purpose
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| Debt Instrument, Convertible, Terms of Conversion Feature |
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may convert into common stock after
twenty four months from the issuance date, at a conversion rate of twelve point five (12.5) shares of Common Stock for every one (1) share
of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than
5% previous month’s stock liquidity.
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| Preferred Stock [Member] | Series D Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, New Issues |
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| Stock Issued During Period, Shares, Other |
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| Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture |
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| Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture |
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| Stock Issued During Period, Shares, Issued for Services |
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| Stock Issued During Period, Value, Issued for Services |
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| Stock Issued During Period, Value, Other |
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| Preferred Stock, Voting Rights |
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Voting Rights: No voting rights, except as
required by law or for amendments to the Certificate of Designation or Articles of Incorporation that would alter the Series D Preferred
Stock’s rights.
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Holders
of Series D Preferred Stock do not have voting rights
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| Preferred Stock, Participation Rights |
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Dividend Rights: 12% cumulative dividend,
payable as, when, and if declared by the Board of Directors, calculated on a 360-day year, accruing from the date of issuance and ceasing
the day prior to conversion, with pro rata dividends for partial-year holdings.
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The holders
of shares of Series D Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute
discretion, out of funds legally available for that purpose
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| Debt Instrument, Convertible, Terms of Conversion Feature |
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Conversion Rights: Following three months
from the issuance date, the Series D Preferred Stock is convertible into common stock at a rate of 12.5 shares of common stock per share
(the “Base Shares”), subject to adjustment for stock splits, dividends, or reorganizations. Additionally, a True-Up Adjustment
mechanism applies, whereby the conversion may include additional shares based on a comparison of the original conversion price (based
on the 10-day VWAP with a 20% discount at the time of issuance) to the lowest daily VWAP during the five trading days preceding the conversion
date with a further 20% discount applied to such lowest daily VWAP (the “Adjusted Conversion Price”), with a floor of $1.00
and a maximum True-Up Ratio of 5.
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may
convert into common stock at a conversion rate of twelve point five (12.5) shares of Common Stock for every one (1) share of Series
D Preferred Stock
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| New Issuances [Member] | Series D Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, New Issues |
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248,763
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| Dividend [Member] | Series D Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, Other |
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1,623
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| Stock Issued During Period, Value, Other |
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$ 36,720
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| Settlement Of Debt [Member] | Series D Preferred Stock [Member] |
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| Accumulated Other Comprehensive Income (Loss) [Line Items] |
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| Stock Issued During Period, Shares, Other |
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247,140
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| Stock Issued During Period, Value, Other |
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$ 4,426,537
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