COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Jan. 04, 2024 |
Feb. 28, 2025 |
Dec. 31, 2025 |
Dec. 31, 2024 |
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| Change in fair value of contingent consideration | $ 53,151 | |||
| Contingent consideration, fair value | $ 343,148 | |||
| Contingent consideration arrangement | the Company agreed to pay additional revenue share amount equal to 18% of gross revenues for the acquired customers for 3 years following the acquisition date | |||
| Contingent consideration liability | $ 93,298 | |||
| Gross profit | 6,430,198 | $ 4,544,877 | ||
| Remaining obligations owed | 497,113 | 799,544 | ||
| Repayments of Related Party | 461,919 | 1,000 | ||
| Total Revenue | 10,730,218 | 7,862,077 | ||
| Description of revenue zen note | the principal sum of $440,000, matures on December 31, 2025, and interest on the outstanding principal balance of, and all other sums owing under the loan amount, is 11%. Upon the occurrence of an Event of Default (as defined in the RevenueZen Note), the interest rate automatically increases to the rate of 16% per annum. The loan amount is payable as follows: (i) commencing on the date that was thirty (30) days from the date of the RevenueZen Note and continuing monthly on such same day thereafter, the Company shall make an interest only payment equal to $4,033 per month and commencing on July 31, 2024 the Company shall make an interest only payment of $3,575 per month (ii) no later than June 30, 2024, the Company must make a payment of $50,000; and (iii) the entire loan amount, together with all accrued but unpaid interest thereon, shall be due and payable on December 31, 2025 | |||
| Revenue Zen Business | ||||
| Contingent Consideration Liability | 680,662 | |||
| Change in fair value of contingent consideration | 60,000 | $ 305,338 | ||
| Estimated fair value of additional earn-out payments | 986,000 | |||
| Accured Amount | 5,739 | |||
| Gross profit | $ 682,000 | 227,000 | ||
| Exercise price | $ 1.34 | |||
| Remaining obligations owed | 71,082 | |||
| Repayments of Related Party | $ 28,918 | |||
| Company revenue | 19.00% | 20.00% | ||
| Total Revenue | $ 227,000 | |||
| Description of revenue zen note | the payment terms to be paid with a cash payment of $72,000, $100,000 to be paid through profit sharing by using 30% of net operating income of RevenueZen, $100,000 in value for 79,240 stock options to purchase shares of common stock, $70,000 in Series A preferred stock, and $340,000 in a promissory note | the Company is to pay Hoang up to $60,000 in cash pursuant to the earn-out provisions of the Hoang Asset Purchase Agreement. The earn-out provisions were defined as follows, upon completion of the Closing and within three (3) years thereafter (“Earn-out Period” ends 10/3/2025), Hoang shall be eligible for two additional cash payments (i) if in any calendar month, the monthly gross revenue generated by the BWPS business is US$47,500 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 1”), payable within thirty days of the Earn-out Payment 1 being earned and (ii) if in any calendar month, the monthly gross revenue generated by the BWPS Business is US$52,000 or more, then the buyer shall pay Hoang a one-time payment of US$30,000 (“Earn-out Payment 2”), payable within thirty days of the Earn-out Payment 2 being earned | ||
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- Definition Amount of decrease from sale of accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of liability recognized arising from contingent consideration in a business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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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 Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Percentage increase (decrease) in fund net asset value, assuming reinvestment of dividends and capital gain distributions. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash outflow associated with the purchase of noncontrolling interest during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of transaction price allocated to performance obligation that has not been recognized as revenue. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
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