v3.26.3
ACQUISITION (Details - Consideration paid) - USD ($)
Mar. 19, 2025
Sep. 30, 2026
Jun. 30, 2026
Dec. 31, 2025
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Business Combination [Line Items]              
Present value of future cash paid   $ 0 $ 0 $ 990,000 $ 990,000 $ 990,000 $ 0
Gamma Innovation LLC [Member]              
Business Combination [Line Items]              
Cash paid upfront [1] $ 2,000,000            
Present value of future cash paid [1] 6,618,637            
Equity consideration [2] 5,950,000            
Earn-out contingent consideration [3] 990,000            
Total consideration $ 15,558,637            
Gamma Innovation LLC [Member] | Cash Paid And To Be Paid [Member]              
Business Combination [Line Items]              
Business combination, 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] | Equity Consideration [Member]              
Business Combination [Line Items]              
Business combination, 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.            
Gamma Innovation LLC [Member] | Earn Out Contingent Consideration [Member]              
Business Combination [Line Items]              
Business combination, 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.            
[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.