Date: 8/14/2026
Form: 10-Q - Quarterly Report
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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition The par value per share of security quoted in same currency as Trading currency. Example: '0.01'. No definition available.
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- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Local phone number for entity. No definition available.
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- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of asset recognized for present right to economic benefit, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, after accumulated amortization, of finite- and indefinite-lived intangible assets and capitalized cost for software to be sold, leased, or marketed. Excludes goodwill. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of long-term investments classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) |
Jun. 30, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Allowance for credit losses | $ 2,240 | $ 0 |
| Reserve inventory | 562,170 | 503,835 |
| Past due notes payable | $ 0 | $ 3,212,500 |
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 47,641,766 | 22,852,753 |
| Common stock, shares outstanding | 47,634,388 | 22,845,345 |
| Treasury stock shares | 7,378 | 7,378 |
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- Definition Notes payable periodic payment past due amount. No definition available.
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- Definition Amount of allowance for credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Face amount or stated value per share of common stock. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of valuation reserve for inventory. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition Number of previously issued common shares repurchased by the issuing entity and held in treasury. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
|
| Income Statement [Abstract] | ||||
| Net sales | $ 1,806,305 | $ 2,598,975 | $ 2,721,858 | $ 4,889,257 |
| Cost of sales | 1,653,832 | 1,496,304 | 2,957,836 | 2,886,096 |
| Gross (Loss) Profit | 152,473 | 1,102,671 | (235,978) | 2,003,161 |
| Operating expenses: | ||||
| Sales and marketing | 817,609 | 338,025 | 1,439,063 | 1,012,606 |
| General and administrative | 1,504,154 | 1,542,841 | 3,142,987 | 3,177,805 |
| Research and development costs | 219,006 | 184,494 | 346,087 | 347,963 |
| Total Operating Expenses | 2,540,769 | 2,065,359 | 4,928,137 | 4,538,374 |
| Operating Loss | (2,388,296) | (962,688) | (5,164,115) | (2,535,213) |
| Other income (expenses): | ||||
| Interest expenses, net | (434,789) | (811,214) | (819,640) | (919,412) |
| Change in fair value of derivative liability | (98,193) | 116,193 | ||
| Registration payment arrangement expense | (357,160) | (357,160) | ||
| Total other expense | (890,142) | (811,214) | (1,060,607) | (919,412) |
| Net Loss | $ (3,278,437) | $ (1,773,902) | $ (6,224,721) | $ (3,454,625) |
| Loss per share, basic | $ (0.08) | $ (0.12) | $ (0.19) | $ (0.24) |
| Loss per share, diluted | $ (0.08) | $ (0.12) | $ (0.19) | $ (0.24) |
| Weighted average of shares oustanding, basic | 39,341,651 | 14,276,150 | 33,398,188 | 14,273,878 |
| Weighted average of shares oustanding, diluted | 39,341,651 | 14,276,150 | 33,398,188 | 14,273,878 |
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- Definition Registration payment arrangement expense. No definition available.
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- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of increase (decrease) in the fair value of derivatives recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. 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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- References No definition available.
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- Definition Amount of interest expense classified as nonoperating. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of expense for research and development. Includes, but is not limited to, cost for computer software product to be sold, leased, or otherwise marketed and writeoff of research and development assets acquired in transaction other than business combination or joint venture formation or both. Excludes write-down of intangible asset acquired in business combination or from joint venture formation or both, used in research and development activity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
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- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Common stock issued on cashless (net-share) warrant exercises. No definition available.
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- Definition Distribution to affiliate. No definition available.
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- Definition Financing costs as additional note principal on default. No definition available.
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- Definition Inventory transferred to property plant and equipment. No definition available.
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- Definition Net change in right of use assets. No definition available.
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- Definition Proceeds from issuance of common stock and warrants net of offering costs. No definition available.
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- Definition Proceeds from warrant inducement exercise net of offering costs. No definition available.
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- References No definition available.
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- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, excluding effect from change in exchange rate, of increase (decrease) in cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; including, but not limited to, discontinued operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in the fair value of derivatives recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount, after refund, of cash paid to foreign, federal, state, and local jurisdictions as income tax. Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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- Definition Change in recurring obligations of a business that arise from the acquisition of merchandise, materials, supplies and services used in the production and sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The increase (decrease) during the reporting period in the value of expenditures made during the current reporting period for benefits that will be received over a period of years. Deferred charges differ from prepaid expenses in that they usually extend over a long period of time and may or may not be regularly recurring costs of operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in obligation for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from financing activity, including, but not limited to, discontinued operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from investing activity, including, but not limited to, discontinued operation. Investing activity includes, but is not limited to, making and collecting loan, acquiring and disposing of debt and equity instruments, property, plant, and equipment, and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from operating activity, including, but not limited to, discontinued operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash outflow for acquisition of machinery and equipment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from a long-term borrowing made from related parties 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: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow associated with the amount received from holders exercising their stock warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of expense related to credit loss from transactions other than loan and lease transactions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The fair value of stock issued in noncash financing activities. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Stock issued during period shares issuance of common stock upon exercise of warrants. No definition available.
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- Definition Stock issued during period shares issuance of common stock upon exercise of warrants one. No definition available.
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- Definition Stock issued during period shares public offering of common stock and issuance of equity classified warrants net. No definition available.
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- Definition Stock issued during period value issuance of common stock and warrants from warrant inducement offering net. No definition available.
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- Definition Stock issued during period value issuance of common stock and warrants from warrant inducement offering net of issuance costs. No definition available.
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- Definition Stock issued during period value issuance of common stock upon exercise of warrants. No definition available.
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- Definition Stock issued during period value issuance of common stock upon exercise of warrants one. No definition available.
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- Definition Stock issued during period value public offering of common stock and issuance of equity classified warrants net. No definition available.
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of shares issued which are neither cancelled nor held in the treasury. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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ORGANIZATION |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION | NOTE 1 – ORGANIZATION
Laser Photonics Corporation (the “Company”) was formed under the laws of Wyoming on November 8, 2019, and changed its domicile to Delaware on March 5, 2020. The Company, located in central Florida, is a vertically integrated manufacturing company for photonics-based industrial products and solutions, primarily disruptive laser cleaning technologies.
Recent Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides an optional practical expedient permitting an entity, when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, to assume that conditions as of the balance sheet date remain unchanged over the remaining life of the assets. ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2025 and is applied prospectively. The Company elected the practical expedient effective January 1, 2026. Its adoption did not have a material impact on the Company’s condensed consolidated financial statements.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the notes to financial statements of specified information about certain costs and expenses, including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments are effective for the Company’s annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is evaluating this ASU to determine its impact on the Company’s disclosures.
Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Going Concern
The accompanying condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance with FASB Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2025, included an explanatory paragraph regarding there being substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.
The Company has incurred recurring operating losses and experienced negative operating cash flows. For the six months ended June 30, 2026, the Company reported a net loss of $6,224,721 and net cash used in operating activities of $4,735,656, or approximately $0.8 million per month. As of June 30, 2026, and December 31, 2025, the Company had negative working capital of approximately $3.1 million and $7.3 million, respectively. Management expects that the Company will require additional financing to fund operations, debt service, and planned expenditures over the next twelve months, and there can be no assurance that such financing will be available on acceptable terms, or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.
The improvement in working capital during the quarter was primarily attributable to financing activities completed during the period, including a February 2026 public offering, warrant induced exercises, and repayment of outstanding obligations. The Company’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its business activities and ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital requirements through borrowing from various sources and the sale of its equity securities.
Management’s plans to address these conditions include continued capital-raising initiatives, including warrant exercises and inducement transactions completed subsequent to quarter-end that generated approximately $2.2 million of net proceeds in July 2026; active management of working capital; reduction of discretionary expenditures; and initiatives intended to increase equipment sales and improve operating cash flows. While management believes these actions may improve liquidity and support ongoing operations, there can be no assurance that such plans will be successfully implemented or that sufficient financing will be available on acceptable terms.
Accordingly, management concluded that substantial doubt regarding the Company’s ability to continue as a going concern continues to exist.
The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements and accompanying notes of Laser Photonics Corporation (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the financial statements of the Company’s wholly owned operating subsidiary, Control Micro Systems, Inc. (“CMS”). Intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements and accompanying notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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- Definition The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES. |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES.
ASC-280 Segment Reporting
The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who evaluates operating performance and allocates resources on a consolidated basis using consolidated net loss. The significant expense categories regularly provided to the CODM are those presented in the condensed consolidated statements of operations, including cost of sales, sales and marketing, general and administrative, and research and development expenses. Other segment items included in consolidated net loss consist of interest expense, the change in fair value of the derivative liability, and the liquidated damages charge. Segment assets are reported as total assets on the condensed consolidated balance sheet.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Estimates and assumptions include valuation of financial instruments, valuation of intangibles, stock-based compensation, revenue recognition, inventory valuation, depreciable lives, and deferred tax valuation allowances. Actual results could differ from these estimates.
Accounts Receivable
Trade accounts receivable are recorded net of allowance for expected credit losses. The Company extends credit to its customers in the normal course of business and performs on-going credit evaluations of its customers. The allowance is based upon an estimate of expected credit losses over the life of outstanding receivables and involves an assessment of customer creditworthiness, historical payment experience, an assumption of future expected credit losses, and the age of outstanding receivables. As of June 30, 2026, and December 31, 2025, the Company’s allowance for expected credit losses was $2,240 and $0, respectively.
Inventories
Inventories are stated at a lower cost or net realizable value using the first-in-first-out (FIFO) method. The Company has four principal categories of inventory:
Equipment parts inventory - This inventory represents components and raw materials that are currently in the process of being converted to a certifiable lot of saleable products through the manufacturing and/or equipment assembly process. Inventories include parts and components that may be specialized in nature and subject to rapid obsolescence. The Company periodically reviews the quantities and carrying values of inventories to assess whether the inventories are recoverable. Because of the Company’s vertical integration, a significant or sudden decrease in sales activity could result in a significant change in the estimates of excess or obsolete inventory valuation. The costs associated with provisions for excess quantities, technological obsolescence, or component rejections are charged to the cost of sales as incurred.
Work in process inventory - Work in process inventory consists of inventory that is partially manufactured or not fully assembled as of the date of these financial statements. This equipment, machines, parts, frames, lasers, and assemblies are items not ready for use or resale. Costs are accumulated in work in process until the items are complete and ready for sale, at which time they are transferred to finished goods inventory. Amounts in this account represent items at various stages of completion at the date of these financial statements.
Finished goods inventory - Finished goods inventory consists of inventory that is complete and ready for commercial application without further cost other than delivery and setup. Finished goods inventory includes items that have been purchased in finished form as well as units that have been fully manufactured or assembled by the Company through its production process. Finished goods inventory includes equipment, lasers, software, machines, parts, or assemblies.
Consignment inventory – Consignment inventory held at third-party locations is included in inventories on the accompanying balance sheets and is stated at the lower of cost or net realizable value. The Company retains title to consignment inventory until the inventory is sold to an end customer.
On June 30, 2026, and December 31, 2025, respectively, our inventories consisted of the following: SCHEDULE OF INVENTORY
Property, Plant, and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.
Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. Depreciation expense for the periods ended June 30, 2026 and 2025 was $187,577 and $256,473, respectively. The estimated useful lives for significant property and equipment categories are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES FOR SIGNIFICANT PROPERTY AND EQUIPMENT
Property, plant, and equipment are comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
Long-Lived Assets
Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances (“triggering events”) indicate that their carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of June 30, 2026 and 2025.
Intangible Assets
The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of trademarks and operational software and website. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of ten years.
The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. During the six-month periods ended June 30, 2026 and 2025, no indicators of impairment were identified and no impairment was recorded, related to the Company’s intangible assets. Amortization expenses for the six-month period ended June 30, 2026 and 2025 amounted to $49,128 and $319,662, respectively.
Warrants
The Company issues warrants in conjunction with its capital raise activities. The fair value of a warrant is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. The expected term represents the weighted-average period of time that warrants are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behaviour; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.
Management evaluates warrants under ASC 815, Derivatives and Hedging, including ASC 815-40 applicable to contracts in an entity’s own equity.
Warrant Inducement Transactions
The Company periodically offers holders of its outstanding equity-classified warrants the opportunity to exercise those warrants for cash in exchange for consideration consisting of a reduction in the exercise price of the existing warrants, the issuance of new warrants, or both. Where the terms of the existing warrants are modified and the warrants remain equity-classified both immediately before and immediately after the modification, the Company applies ASC 815-40-35-14 through 35-18 and measures the effect of the modification as the excess of the fair value of the modified warrants over the fair value of those warrants immediately before the modification. Because such modifications are executed to induce the imminent exercise of the outstanding warrants and to raise equity capital, the effect is recognized as an equity issuance cost charged against the proceeds of the related offering in accordance with ASC 815-40-35-17(a). Where the existing warrants are exercised at their stated exercise price and new warrants are issued as consideration for the exercise, the fair value of the new warrants is likewise treated as a cost of the related offering under SEC Staff Accounting Bulletin Topic 5.A. Under either approach the amount is recorded as a reduction of additional paid-in capital, is offset by the fair value of the warrants issued, and has no effect on net loss, net loss per share, total stockholders’ equity or cash flows.
Revenue Recognition
Under ASC Topic 606, Revenue from Contracts with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
The Company also earns revenue through affiliate arrangements. These contracts are evaluated under ASC 606 using the same five-step model. Affiliate revenue is recognized when the Company satisfies its performance obligations under the affiliate agreement, which typically occurs when the affiliate completes a qualifying transaction or when the Company provides agreed-upon services. The transaction price is determined based on the contractual terms with the affiliate, and revenue is recorded in the amount the Company expects to receive.
Revenue is then recognized for the transaction price allocated to each respective performance obligation when (or as) the performance obligation is satisfied. For our products, revenue is generally recognized upon shipment or pickup by the customer. At this stage, the title on the manufactured equipment is transferred to the customer, and the customer is responsible for transportation expenses, insurance, and any transport-related damage to the equipment in transit. We do not have any obligation to deliver beyond the collection warehouse, and it is the customers’ contractual responsibility to ensure their goods reach their destination. Revenue is recognized when control transfers in accordance with contractual terms.
Certain CMS contracts include multiple promised goods and services, such as the manufacture, delivery, and installation of laser marking and related systems. For these contracts, the Company evaluates whether the promised goods and services are distinct performance obligations, allocates the transaction price to each, and recognizes revenue for equipment upon transfer of control and revenue for delivery and installation services as those services are performed. For certain CMS projects that are customized in nature and expected to extend beyond six months, the Company recognizes revenue over time using a percentage-of-completion method. Under this method, revenue is recognized based on progress toward completion, which is generally measured based on costs incurred relative to total estimated project costs.
Refunds and returns, which are minimal, are recorded as a reduction of revenue. Payments received from customers before satisfying the above criteria are recorded as unearned income on the consolidated balance sheets.
Payments received as deposits for specific purchase orders or future laser equipment sales to customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered equipment is transferred to the customer.
All revenues are reported net of any sales discounts or taxes.
Deferred revenue primarily consists of customer deposits received for orders not yet initiated or for advance billing arrangements not yet recognized under ASC 606. Contract liabilities primarily represent billings and cash collections related to performance obligations for which revenue recognition criteria have not yet been satisfied. Management evaluates balances each reporting period to ensure classification remains appropriate.
Contract Assets and Liabilities
Given the nature of the revenue recognition process, the Company generates contract liabilities (to the extent that a customer pays on project progress before the Company fulfils its performance obligations under a contract) or contract assets (to the extent that the Company has earned by satisfying performance obligations but has not yet billed the customer). Contract assets represent a right to receive payment in the future once certain conditions are met per the terms of the contract. The balance of contract assets and liabilities as of June 30, 2026, were $84,384 and $2,667,283, respectively, and as of December 31, 2025, were $258,037 and $1,205,007, respectively. Revenue recognized for the six months ended June 30, 2026 and 2025 related to the contract liability balance as of December 31, 2025 and 2024 was $231,421 and $672,051, respectively.
Other Revenue Recognition Matters related to Distributors.
Distributors generally have no right to return unsold equipment. However, in limited circumstances, if the Company determines that distributor stock is commercially obsolete beyond the Company’s new model releases, it may accept returns and provide the distributor with credit against their trading account at the Company’s discretion under its warranty policy. This revenue is recognized on a consignment basis and transfer of control is when an item is sold to end customer at which time the Company recognizes revenue, except where contractual terms require transfer upon end-customer sale.
Share Based Compensation
The Company periodically issues share-based awards to employees, non-employees, and consultants for services rendered. Stock options vest and expire according to the terms established at the grant’s issuance date. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as an expense in the statement of operations ratably over the requisite service period or vesting period. Recognition of compensation expense for non-employees occurs in the same period and in the same manner as if the Company had paid cash for the services.
The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.
Derivatives and Liability-Classified Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each reporting date, with any increase or decrease in the fair value being recorded in the statement of operations.
To determine the number of authorized but unissued shares available to satisfy outstanding convertible securities, the Company uses a sequencing method to prioritize its convertible securities as prescribed by ASC 815-40-35, Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40-35). At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate.
Lease
The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is a lease if it conveys the right to control the use of the identified asset for a period in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets (“ROU”) represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized at the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations. The Company’s operating lease arrangements did not materially change during the six months ended June 30, 2026. Accordingly, the disclosures required under ASC 842 should be read in conjunction with the lease disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Income Taxes
The Company accounts for income taxes using the asset and liability method and establishes a valuation allowance when it is more likely than not that deferred tax assets will not be realized. The Company did not recognize an income tax benefit for the six months ended June 30, 2026, or June 30, 2025. Net operating losses generated during the six months ended June 30, 2026, resulted in a material increase in the gross deferred tax asset and corresponding valuation allowance from December 31, 2025. Following reassessment of all available evidence, management concluded that a full valuation allowance remains appropriate as of June 30, 2026. The effective tax rate was 0% for both periods presented.
Earnings (Loss)Per Share
Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted earnings (loss) per share is computed by dividing the earnings (loss) available to stockholders by the weighted-average number of shares outstanding for the period and dilutive potential shares outstanding, unless such dilutive potential shares would result in anti-dilution. For the three and six months ended June 30, 2026, the Company excluded outstanding warrants to purchase shares of common stock from the calculation of diluted loss per share because their inclusion would have been anti-dilutive. No potentially dilutive securities were outstanding during the three and six months ended June 30, 2025.
Reclassifications
Certain prior period amounts have been reclassified to align with the current-period presentation.
Correction of Previously Reported Amounts
In its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, the Company reported the consideration transferred to holders in connection with its March 2026 warrant inducement transaction as a deemed dividend of $1,512,480, presented as a deduction from net loss in arriving at loss attributable to common shareholders and reflected in loss per share attributable to common shareholders of $(0.16).
Management has subsequently determined that, under ASC 815-40-35-17(a), the consideration transferred in that transaction is properly recognized as a cost of the related equity offering and charged against the proceeds of that offering as a reduction of additional paid-in capital, rather than as a deemed dividend. Accordingly, the amounts presented in these condensed consolidated financial statements for the six months ended June 30, 2026 reflect that treatment, and the Company has applied the same treatment to its April 2026 warrant inducement transaction.
The correction has no effect on net loss, net loss per share, total assets, total liabilities, total stockholders’ deficit or any category of cash flows for any period presented. Its only effects on amounts previously reported for the three months ended March 31, 2026 are the elimination of the $1,512,480 deemed dividend, the elimination of the $(0.16) loss per share attributable to common shareholders, and corresponding changes to captions within the condensed consolidated statement of shareholders’ deficit and to the supplemental non-cash disclosures within the condensed consolidated statement of cash flows. Basic and diluted net loss per share for the three months ended March 31, 2026 remains $(0.11). Management evaluated the correction and concluded that it is not material to the previously issued financial statements. The Company will present the corrected amounts for the three months ended March 31, 2026 when those amounts are next presented on a stand-alone basis.
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- References No definition available.
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- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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ASSET ACQUISITION FROM COMMON CONTROLLED ENTITY |
6 Months Ended |
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Jun. 30, 2026 | |
| Asset Acquisition From Common Controlled Entity | |
| ASSET ACQUISITION FROM COMMON CONTROLLED ENTITY | NOTE 3 – ASSET ACQUISITION FROM COMMON CONTROLLED ENTITY
On March 31, 2025, ICT Investments, LLC (“ICT”), an affiliated company under common control, acquired inventories and machinery and equipment from ARCH Cutting Tools – Flushing, LLC (“ARCH”), related to their Beamer Laser Marking Systems (“Beamer”) product line, for total cash consideration of $255,824. The transaction was accounted for as an asset acquisition rather than a business combination, as the assets acquired did not meet the definition of a business. The purchase price was allocated to the acquired assets based on their relative cost, which resulted in recording of $238,054 of inventories and $17,770 of machinery and equipment, as of the date of acquisition.
The purchased assets were subsequently transferred to Fonon Quantum Technologies, Inc. (“FQTI”), an affiliate of both ICT and the Company.
On August 5, 2025, the Company acquired inventories and machinery and equipment associated with the Beamer Laser Marking Systems product line from FQTI.
Because the transaction was between entities under common control, the acquisition was accounted for in accordance with ASC 805-50, Transactions Between Entities Under Common Control. The acquired assets are recognized at their historical carrying amounts rather than at fair value, and no goodwill was recorded. The results of operations attributable to the acquired Beamer assets are included in the Company’s consolidated results for the six months ended June 30, 2026. Comparative prior-period financial statements were not restated.
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- Definition Asset Acquisition From Common Controlled Entity [Text Block] No definition available.
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- References No definition available.
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NOTES PAYABLE |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE | NOTE 4 – NOTES PAYABLE
Notes payable consist of the following at June 30, 2026, and December 31, 2025: SCHEDULE OF NOTES PAYABLE
Agile Capital Funding and Agile Lending
During the year ended December 31, 2025, the Company entered into three separate business loan and security agreements (the “2025 Term Loans”) with a lender for short-term loans to be provided by the lender, or the lender’s assignees (collectively, the “Lenders”) and mature seven months from the date the amounts are borrowed. The loans are secured by a blanket lien on the Company’s assets. The loans may be prepaid, subject to payment of a prepayment fee equal to the aggregate and actual amount of interest (at the contract rate of interest) that would be paid through the maturity date. The Company borrowed under three short-term borrowing arrangements during the year ended December 31, 2025, borrowing a gross amount of $4,650,000, net of fees of $225,000, which was recorded as a debt discount and is being amortized over the term of the agreements. During the year ended December 31, 2025, the Company made total repayments of $4,036,015. During the year ended December 31, 2025, the Company amortized $203,125 of the debt discount to interest expense, resulting in unamortized debt discount of $21,875 as of the year then ended. As of December 31, 2025, the Company had outstanding borrowings of $613,985, and unamortized debt discount of $21,875, resulting in net balance of $592,110. Total payments of $521,843 were made in January and February 2026 to the 2025 Term Loans. As a result, the 2025 Term Loans and accrued interest were paid off during the six months ended June 30, 2026.
On February 22, 2026, the Company entered into a separate business loan and security agreement with the same lender as the 2025 Term Loans for an additional short-term borrowing (the “2026 Term Loan”). The 2026 Term Loan, together with any assignments thereof, is provided by the lender and its assignees (collectively, the “Lenders”) and matures thirty-two weeks from the date the amounts are borrowed. The loans are secured by a blanket lien on the Company’s assets. The loans may be prepaid, subject to a prepayment fee equal to the aggregate amount of interest that would otherwise be payable through the maturity date at the contractual interest rate. During the six-month period ended June 30, 2026, the Company borrowed an aggregate gross amount of $1,775,000 under three short-term borrowing arrangements and incurred an administrative agent fee of $88,750, which was paid at closing from the proceeds of the 2026 Term Loan and recorded as a debt discount. During the six-month period ended June 30, 2026, the Company made total repayments of $878,727 of the 2026 Term Loan. As of June 30, 2026, the Company had outstanding borrowings of $896,273, and unamortized debt discount of $33,281, resulting in a net balance of $862,993.
District 2 Capital Fundor
On May 6, 2025, the Company issued a Promissory Note (the “District 2 Note”) in favor of District 2 Capital Fundor. The Company promised to pay to the order of District 2 Capital Fundor not later than six months from date of the Note, the principal amount of $362,500. This Note was issued in connection with extinguishment of Holder’s outstanding warrant dated August 19, 2024 (125,000 warrants). As of December 31, 2025, the Note had an outstanding principal balance of $362,500 and accrued interest of $19,618 and was past due. The District 2 Note and accrued interest were paid off during the six months ended June 30, 2026.
NPA Note Holders
On September 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”) with four holders pursuant to which it issued to such holders certain unsecured promissory notes (the “Notes”). The Notes are (i) in the total principal amount of $2,111,111 with an Original Issuance Discount (“OID”) equal to 10% that resulted in the Company receiving net proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid to RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc., under the terms of a Placement Agency Agreement dated September 5, 2025, between the Company and RBW, and repayment of principal and accrued and unpaid interest of $509,600 owed to Hudson Global Ventures, LLC (“Hudson Global”) under a convertible note in the principal amount of $455,000 issued under the term of a Securities Purchase Agreement dated August 27, 2025, (ii) due the earlier of three (3) months from the dates of the Notes which are all September 12, 2025, or in the event of a prior subsequent financing by the Company, the Notes at the option of the holder must be repaid in full or, if applicable, are exchangeable into the consideration in the subsequent offering, (iii) subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other amounts owing under the Notes, which amount increases by 5% every 30 days following the date of the event of default until the Notes are paid in full (the “Mandatory Default Amount”) and (iv) limited to prepayment only upon a change of control of the Company subject to payment of the Mandatory Default Amount. The Company was deemed to be in default and recorded an additional 120% of the unpaid principal amount, or $738,889. As of December 31, 2025, the loan reflects an outstanding principal balance of $2,850,000, and accrued interest of $158,175.
During the six months ended June 30, 2026, the Company satisfied and extinguished the NPA obligations in full. Settlement payments included repayment of outstanding principal of $2,850,000, accrued interest of $158,175, and other contractual amounts. The Company evaluated the extinguishment under ASC 470-50, Debt — Modifications and Extinguishments, and determined that the settlement amounts did not exceed the carrying value of the obligations as recorded at December 31, 2025. Accordingly, no gain or loss on extinguishment was recognized in the condensed consolidated statement of operations. During the six months ended June 30, 2026, the Company amortized $41,289 of deferred financing costs to interest expense related to the remaining debt obligations.
Notes payable – related party
On April 3, 2025, April 16, 2025, June 20, 2025, July 8, 2025, and July 12, 2025, the Company received from ICT Investments, the owner of the majority of outstanding shares of the Company’s common stock, unsecured loans in the principal amount of $200,000, $400,000, $20,000, $101,000, and $30,000 respectively (the “ICT Loans”). Laser Photonics issued promissory notes, with interest at $20,000, $40,000, $2,000, $10,000, and $3,000, respectively, and a maturity date of May 31, 2025, June 30, 2025, August 30, 2025, September 8, 2025, and September 12, 2025, respectively. On September 12, 2025, the Company amended the promissory notes to include a default provision that upon default, the loans bear an annual interest rate of 10% and are due on demand. The unpaid principal balance of the ICT Loans as of December 31, 2025, was $751,000, and unpaid interest as of that date was $111,623, which was included in accrued expenses in the accompanying consolidated balance sheets. The outstanding principal of these promissory notes was repaid in full during the six months ended June 30, 2026, and $50,615 of accrued interest remained unpaid as of June 30, 2026.
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- References No definition available.
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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DERIVATIVE LIABILITY |
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| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DERIVATIVE LIABILITY | NOTE 5 – DERIVATIVE LIABILITY
On August 27, 2025, pursuant to the NPA (see Note 4), the Company granted Hudson Global the right to convert 157,258 warrants, whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant. The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the conversion option should be classified as a derivative liability since it does not have an explicit limit to the number of shares to be delivered upon settlement of the conversion option. The derivative liability is remeasured to fair value at each reporting period, and the change in the fair value is recognized in earnings in the accompanying statements of operations. The Company estimated the fair value of the conversion option derivative liability using a Black-Scholes option pricing model. The fair value of the derivative liability as of June 30, 2026, was $222,709 and as of December 31, 2025, was $338,902.
During the six months ended June 30, 2026, the Company recognized a gain from changes in fair value of derivative liabilities of $116,193.
The following tables summarize the derivative liability: SCHEDULE OF DERIVATIVE LIABILITY
The following table summarizes activity related to derivative liabilities for the six months ended June 30, 2026: SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE ON A RECURRING BASIS
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- References No definition available.
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- Definition The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STOCKHOLDERS’ DEFICIT |
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| Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ DEFICIT | NOTE 6 – STOCKHOLDERS’ DEFICIT
General
The following description of the Company’s capital stock and certain provisions of its amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified in their entirety by reference to such documents, copies of which have been previously filed with the Securities and Exchange Commission. The summary below should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Preferred Stock
Common Stock
Common shares transactions
February 2026 public offering
On February 9, 2026, the Company completed a public offering of 7,142,858 shares of common stock together with Series A-1 warrants to purchase 7,142,858 shares and Series A-2 warrants to purchase 7,142,858 shares of common stock, each at an exercise price of $0.70 per share. In connection with the offering, the Company also issued to the placement agent warrants to purchase an aggregate of 557,058 shares of common stock with a 5five-year term at exercise prices of $0.875 and $3.2375 per share, with an aggregate fair value of $381,374. Gross proceeds from the offering were $5,000,001. The Company received net proceeds of approximately $4,121,272 after deducting placement agent fees, commissions, and other offering-related expenses totaling $878,728.
The Company evaluated the Series A-1, A-2, and placement agent warrants under ASC 815, Derivatives and Hedging, including ASC 815-40 related to contracts in an entity’s own equity, and concluded that such warrants qualify for equity classification. Accordingly, the fair value assigned to the warrants was recorded within stockholders’ equity at issuance and is not subsequently remeasured through earnings. Offering costs and selling concessions associated with the offering were recorded as reductions of additional paid-in capital.
Common stock issued upon exercise of warrants.
During the three months ended March 31, 2026, holders exercised an aggregate of 1,075,844 previously issued Series A-1 and Series A-2 warrants associated with the Company’s February 2026 public offering at an exercise price of $0.70 per share, resulting in the issuance of 1,075,844 shares of common stock and aggregate proceeds of $753,091. Because such warrants were classified within stockholders’ equity, no gain or loss was recognized upon exercise, and the Company recorded the issuance of common stock and the related additional paid-in capital.
Warrant Inducement Offering
March Inducement Agreements
On March 15, 2026, the Company entered into inducement agreements with certain holders of existing warrants originally issued in September 2025 at an exercise price of $3.40 per share (collectively, the “Existing Warrants”), pursuant to which such holders agreed to exercise an aggregate of 1,373,630 Existing Warrants at a reduced exercise price of $1.08 per share, resulting in gross proceeds of $1,483,520. The Company received net proceeds of $1,273,724 after deducting placement agent fees, legal expenses, and other transaction costs of $209,796, which were recorded as reductions of additional paid-in capital.
In connection with the inducement transactions, the Company issued to the exercising holders (i) Series A-3 Common Stock purchase warrants to purchase an aggregate of 1,373,630 shares of Common Stock at an exercise price of $1.08 per share, with a term of five years, and (ii) Series A-4 Common Stock purchase warrants to purchase an aggregate of 1,373,630 shares of Common Stock at an exercise price of $1.08 per share, with a term of eighteen months (collectively, the “New Warrants”). The Company also issued to the placement agent warrants to purchase an aggregate of 96,154 shares of Common Stock at an exercise price of $1.35 per share, with a 5five-year term.
The fair value of the Series A-3 and Series A-4 warrants issued to the exercising holders was $2,439,159, and the fair value of the Existing Warrants immediately before the reduction in exercise price was $926,679, in each case determined using a Black-Scholes option-pricing model as of the March 15, 2026 inducement date. The resulting incremental fair value of $1,512,480, measured in accordance with ASC 815-40-35-16, represents consideration transferred to induce the imminent exercise of the Existing Warrants and the raising of equity capital. The Company recognized that amount as a cost of the offering under ASC 815-40-35-17(a) and charged it against the proceeds of the offering as a reduction of additional paid-in capital. The amount had no effect on net loss, net loss per share or total stockholders’ equity.
The March inducement agreements required the Company to file a resale registration statement covering the shares underlying the Series A-3 and Series A-4 warrants by April 14, 2026, and to cause it to be declared effective within 60 days, or 90 days in the event of full review by the Securities and Exchange Commission. Failure to meet either deadline would obligate the Company to pay partial liquidated damages of 2.0% per month of the aggregate exercise price of those warrants, capped at 8.0%, or a maximum of $237,363, with unpaid amounts bearing interest at 18% per annum. The Company satisfied both requirements and no liability has been recorded under ASC 825-20 as of June 30, 2026.
April Inducement Agreements
On April 26, 2026, the Company entered into a warrant inducement agreement with certain holders of the Series A-1 and Series A-2 warrants issued in its February 2026 public offering (the “Existing Warrants”). The holders exercised an aggregate of 5,715,085 Existing Warrants for cash at their original exercise price of $0.70 per share, which closed on April 28, 2026, and generated gross proceeds of $4,000,560 and net proceeds of $3,569,570 after offering costs of $430,989 recorded as a reduction of additional paid-in capital.
As consideration, the Company issued unregistered Series A-5 warrants for up to 4,742,860 shares and Series A-6 warrants for up to 6,687,310 shares, each exercisable at $0.975 per share and becoming exercisable upon stockholder approval obtained on June 26, 2026 (the “April New Warrants”), together with placement agent warrants for up to 400,056 shares with a fair value of $361,801. The Company evaluated the April New Warrants and placement agent warrants under ASC 815 and concluded they qualify for equity classification; accordingly, their fair value was recorded within stockholders’ equity at issuance and is not subsequently remeasured.
The Existing Warrants were exercised at their stated exercise price of $0.70 per share and no term of the Existing Warrants was modified. The Series A-5 and Series A-6 warrants were issued solely as consideration for the exercises. Their aggregate fair value of $9,261,878, consisting of $4,270,563 for the Series A-5 warrants and $4,991,315 for the Series A-6 warrants, was determined using a Black-Scholes option-pricing model as of the April 26, 2026 inducement date and was recognized as a cost of the offering and charged against the proceeds of the offering as a reduction of additional paid-in capital. The amount had no effect on net loss, net loss per share or total stockholders’ equity.
The inducement agreement required the Company to file a resale registration statement covering the April New Warrant shares by May 26, 2026. The Company did not file until July 10, 2026, triggering partial liquidated damages of 2.0% of the aggregate exercise price per month, capped at 8.0%, or a maximum of $891,553, with unpaid amounts bearing interest at 18% per annum. The Company accounts for this registration payment arrangement under ASC 825-20 and ASC 450-20 and, as of June 30, 2026, recorded a liability of $357,160 in accrued expenses plus accrued interest of approximately $3,847, with the related charge in other expenses and interest in interest expense.
Stockholder Approval
On June 26, 2026, at a special meeting of stockholders, the Company’s stockholders approved each of the Warrant Inducement Agreements dated March 15, 2026, and April 26, 2026. As of the record date of May 13, 2026, 38,568,263 shares of common stock were outstanding and entitled to vote, and holders of 14,300,930 shares (approximately 37.08%) were represented in person or by proxy. As a result of the approval, the condition to exercisability contained in the Series A-3, A-4, A-5, and A-6 Warrants was satisfied and those warrants became exercisable in accordance with their respective terms.
Exercises of Series A-1, A-2, A-4, A-5 and A-6 Warrants
During June 2026, holders exercised an aggregate of 11,613,431 warrants, resulting in the issuance of 9,329,356 shares of common stock. Of these, 548,201 shares were issued upon cash exercises of Series A-1, A-2, and A-4 warrants for aggregate proceeds of approximately $497,637, and 8,781,155 shares were issued upon cashless (net-share) exercises of 11,065,230 Series A-1, A-2, A-5, and A-6 warrants, for which no cash proceeds were received. The exercises comprised exercises by a holder of Series A-4 Warrants on June 3 and June 8, 2026, and by a holder of Series A-5 and A-6 Warrants on June 3 and June 8, 2026. Included in the Series A-6 exercises were 1,687,308 warrants stated to have been reassigned to the exercising holder from two other holders; the Company is confirming the documentation of that reassignment. The aggregate shares issued represented approximately 24.2% of the Company’s common stock outstanding as of May 14, 2026.
By their terms and the related warrant inducement agreements, the Series A-4, A-5 and A-6 Warrants were not exercisable prior to the date the Company obtained stockholder approval. Stockholder approval was obtained on June 26, 2026 (see “Stockholder Approval” below); accordingly, the exercises described above occurred prior to the date the warrants became exercisable. In addition, the shares issued upon the cashless exercises of the Series A-5 and A-6 Warrants were not covered by an effective registration statement and did not qualify for resale under Rule 144, and the shares issued upon exercise of the Series A-4 Warrants were issued at a time when the related resale prospectus was unavailable as a result of the delayed filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026. Such shares were issued without restrictive legends.
The Company, with the assistance of counsel, is evaluating the validity of these issuances, the effect of the June 26, 2026, stockholder approval on exercises that occurred prior to that date, and whether any of the shares are subject to recall, rescission, or repurchase and cancellation. The Company, with the assistance of its counsel, is evaluating the accounting and legal consequences of these issuances, including whether any rescission, recall, repurchase, or cancellation rights affect the classification of the issued shares. Based on the information currently available, the Company has preliminarily concluded that permanent-equity classification is appropriate; however, this conclusion remains subject to completion of the Company’s evaluation and review by its counsel.
Shares issued for services
On February 24, 2026, 88,235 shares of common stock with an aggregate fair value of $75,000 were issued to iHub Inc. d/b/a The Market Link under an investor relations services agreement.
On March 13, 2026, the Company issued 11,413 shares of common stock to Hudson Global Ventures LLC pursuant to anti-dilution provisions contained in a consulting agreement dated July 8, 2025.
Shares issued for directors’ compensation
On March 26, 2026, the Company granted 60,000 shares of restricted common stock to directors with an aggregate grant-date fair value of $59,460, or $0.99 per share, as compensation for services.
A summary of equity-classified warrants activity for the six months ended June 30, 2026, is presented below: SCHEDULE OF WARRANTS ACTIVITY
The outstanding equity-classified warrants had intrinsic value of approximately $7,458,600 at June 30, 2026.
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- References No definition available.
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- Definition The entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
At June 30, 2026, ICT Investments (“ICT”), its Managing Partner Dmitriy Nikitin, and its affiliates Fonon Corporation and Fonon Technology, Inc., owns 11,373,695 shares of the Company’s common shares, or 23.88 % of the Company’s shares outstanding.
ICT Investments provides the Company accounting services and various management services on an as needed basis. During the six months ended June 30, 2026, and 2025, the Company incurred approximately $46,154 and $35,760, respectively, to ICT for accounting services.
During the six months ended June 30, 2026 and 2025, the Company paid $103,846 and $90,000, respectively, to Dmitriy Nikitin, Managing Partner of ICT Investments, for strategic advisory and business development services. Management believes the fees paid are reasonable and substantially consistent with rates that would be paid to unaffiliated third parties for comparable services. Related-party transactions are conducted on terms management believes are no less favorable to the Company than those available from unaffiliated parties.
For the six months ended June 30, 2026, and 2025, affiliate revenue totalled $0 and $391,818, respectively. Affiliate revenue is included within net sales in the accompanying condensed consolidated statements of operations.
Accounts payable due to ICT, and its affiliates, as of June 30, 2026, and December 31, 2025, were $301,150 and $349,461, respectively.
During the six months ended June 30, 2026, the Company repaid the outstanding principal and accrued interest owed to ICT Investments, an entity controlled by the holder of a majority of the Company’s outstanding common stock. As of June 30, 2026, the only remaining amount payable to ICT Investments related to these borrowings was approximately $50,615 of unpaid default fees, which are included in accrued expenses in the condensed consolidated balance sheet.
On May 7, 2026, the Company entered into a Master Services Agreement (the “MSA”) with The CFO Portal, LLC (“CFO Portal”), the principal of which, Roman Franklin, served as the Company’s Principal Financial Officer, providing for a monthly retainer of $22,500 plus event-based fees; the arrangement was accounted for as a related-party transaction. On June 24, 2026, the Company and CFO Portal terminated the MSA effective June 19, 2026, and in connection with the termination the Company paid all past-due fees and a lump-sum payment of $50,000 and agreed to continue directors’ and officers’ insurance coverage and indemnification for Mr. Franklin with respect to his prior service. During the six months ended June 30, 2026, the Company incurred approximately $104,645 under the MSA, including the termination payment, all of which was paid and expensed during the period, and no amounts were payable to CFO Portal as of June 30, 2026.
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- References No definition available.
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES
Warrant Exercise Matter
As described in Note 6, during June 2026 the Company issued 3,741,407 shares of common stock upon exercises of Series A-4, A-5, and A-6 Warrants that occurred prior to the date the warrants became exercisable, and certain of those shares were issued without registration or a restrictive legend. The Company may have contractual recourse against the exercising holders. Remedies under evaluation include the return and cancellation of shares, or the repurchase of shares in the open market and their return to the Company for cancellation. The Company may also incur other costs in connection with the matter, including in respect of the previously described registration obligations. As of June 30, 2026, the Company is unable to estimate the amount or range of any reasonably possible loss with respect to this matter, and no liability has been recorded. The Company is evaluating the matter with counsel and will record an accrual or provide further disclosure as facts develop, in accordance with ASC 450.
Settlement Agreements
In January 2025, Aegis Capital Corp. filed suit against the Company in the U.S. District Court for the Southern District of New York (Case No. 1:25-cv-00080-PKC) asserting breach of a 2024 placement agent agreement. On May 14, 2026, the parties entered into a settlement agreement under which the Company agreed to pay $300,000 — $100,000 initially and five monthly installments of $40,000 through October 2026 — in exchange for mutual releases and dismissal with prejudice, with no admission of liability. The Company recorded a $300,000 charge during the six months ended June 30, 2026. As of June 30, 2026, $160,000 remained payable and was included in accrued expenses.
In April 2026, the Company settled counterclaims in a Florida contract action (Laser Photonics, LLC v. Photon Technologies, LLC) for $68,333. The settlement was paid in full and recognized in operating expenses during the six months ended June 30, 2026, and the related action was dismissed with prejudice.
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS
On July 16, 2026, the Company entered into inducement agreements with certain holders of the Company’s outstanding Series A-5 and Series A-6 Common Stock purchase warrants (originally issued in April 2026, the “April New Warrants”), pursuant to which such holders agreed to exercise for cash an aggregate of 2,528,572 April New Warrants (400,000 Series A-5 warrants and 2,128,572 Series A-6 warrants) at their existing exercise price of $0.975 per share, resulting in aggregate gross proceeds of $2,465,357.70. The transaction closed on July 20, 2026.
As an inducement to exercise, the Company agreed to issue to the exercising holders (i) unregistered Series A-7 Common Stock purchase warrants to purchase up to an aggregate of 800,000 shares of Common Stock (equal to 200% of the Series A-5 warrants exercised), with a 5five-year term, and (ii) unregistered Series A-8 Common Stock purchase warrants to purchase up to an aggregate of 4,257,144 shares of Common Stock (equal to 200% of the Series A-6 warrants exercised), with a 24twenty-four month term (collectively, the “July New Warrants”). The July New Warrants have an exercise price of $0.975 per share and are exercisable immediately upon issuance. In connection with the transaction, the Company issued to the placement agent, H.C. Wainwright & Co., LLC, warrants to purchase up to an aggregate of 177,000 shares of Common Stock at an exercise price of $1.2188 per share, with a 5five-year term.
The Company received net proceeds of $2,186,832.66 after deducting the placement agent cash fee of $172,575 (7.0% of gross proceeds), accountable expenses of $75,000, clearing fees of $15,950, and Company legal counsel fees of $15,000, totaling $278,525.
The Company evaluated the July New Warrants and the placement agent warrants under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, and concluded that such warrants qualify for equity classification. The Existing Warrants were exercised at their stated exercise price of $0.975 per share and no term of the Existing Warrants was modified; the July New Warrants were issued solely as consideration for the exercises. The Company expects to recognize the aggregate fair value of the July New Warrants, estimated at approximately $4,975,654 as of the inducement date, as a cost of the offering, charged against the proceeds of the offering as a reduction of additional paid-in capital, for the period ending September 30, 2026. The amount is expected to have no effect on net loss or net loss per share for that period. This transaction occurred subsequent to June 30, 2026, and, accordingly, is not reflected in the accompanying condensed consolidated financial statements.
The July inducement agreements require the Company to file a resale registration statement covering the shares underlying the July New Warrants by August 15, 2026, and to cause it to be declared effective within 60 days, or 90 days in the event of full review by the Securities and Exchange Commission. Failure to meet either deadline would obligate the Company to pay partial liquidated damages of 2.0% per month of the aggregate exercise price of the July New Warrants, capped at 8.0%, or a maximum of $394,457, with unpaid amounts bearing interest at 18% per annum. No such amounts had accrued as of the date these condensed consolidated financial statements were issued.
Management evaluated subsequent events through August 14, 2026, the date these condensed consolidated financial statements were issued. |
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- References No definition available.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES. (Policies) |
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| ASC-280 Segment Reporting | ASC-280 Segment Reporting
The Company operates as a single reportable segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who evaluates operating performance and allocates resources on a consolidated basis using consolidated net loss. The significant expense categories regularly provided to the CODM are those presented in the condensed consolidated statements of operations, including cost of sales, sales and marketing, general and administrative, and research and development expenses. Other segment items included in consolidated net loss consist of interest expense, the change in fair value of the derivative liability, and the liquidated damages charge. Segment assets are reported as total assets on the condensed consolidated balance sheet.
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Estimates and assumptions include valuation of financial instruments, valuation of intangibles, stock-based compensation, revenue recognition, inventory valuation, depreciable lives, and deferred tax valuation allowances. Actual results could differ from these estimates.
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| Accounts Receivable | Accounts Receivable
Trade accounts receivable are recorded net of allowance for expected credit losses. The Company extends credit to its customers in the normal course of business and performs on-going credit evaluations of its customers. The allowance is based upon an estimate of expected credit losses over the life of outstanding receivables and involves an assessment of customer creditworthiness, historical payment experience, an assumption of future expected credit losses, and the age of outstanding receivables. As of June 30, 2026, and December 31, 2025, the Company’s allowance for expected credit losses was $2,240 and $0, respectively.
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| Inventories | Inventories
Inventories are stated at a lower cost or net realizable value using the first-in-first-out (FIFO) method. The Company has four principal categories of inventory:
Equipment parts inventory - This inventory represents components and raw materials that are currently in the process of being converted to a certifiable lot of saleable products through the manufacturing and/or equipment assembly process. Inventories include parts and components that may be specialized in nature and subject to rapid obsolescence. The Company periodically reviews the quantities and carrying values of inventories to assess whether the inventories are recoverable. Because of the Company’s vertical integration, a significant or sudden decrease in sales activity could result in a significant change in the estimates of excess or obsolete inventory valuation. The costs associated with provisions for excess quantities, technological obsolescence, or component rejections are charged to the cost of sales as incurred.
Work in process inventory - Work in process inventory consists of inventory that is partially manufactured or not fully assembled as of the date of these financial statements. This equipment, machines, parts, frames, lasers, and assemblies are items not ready for use or resale. Costs are accumulated in work in process until the items are complete and ready for sale, at which time they are transferred to finished goods inventory. Amounts in this account represent items at various stages of completion at the date of these financial statements.
Finished goods inventory - Finished goods inventory consists of inventory that is complete and ready for commercial application without further cost other than delivery and setup. Finished goods inventory includes items that have been purchased in finished form as well as units that have been fully manufactured or assembled by the Company through its production process. Finished goods inventory includes equipment, lasers, software, machines, parts, or assemblies.
Consignment inventory – Consignment inventory held at third-party locations is included in inventories on the accompanying balance sheets and is stated at the lower of cost or net realizable value. The Company retains title to consignment inventory until the inventory is sold to an end customer.
On June 30, 2026, and December 31, 2025, respectively, our inventories consisted of the following: SCHEDULE OF INVENTORY
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| Property, Plant, and Equipment | Property, Plant, and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.
Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. Depreciation expense for the periods ended June 30, 2026 and 2025 was $187,577 and $256,473, respectively. The estimated useful lives for significant property and equipment categories are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES FOR SIGNIFICANT PROPERTY AND EQUIPMENT
Property, plant, and equipment are comprised of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
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| Long-Lived Assets | Long-Lived Assets
Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances (“triggering events”) indicate that their carrying value may not be recoverable. Impairment is measured by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of June 30, 2026 and 2025.
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| Intangible Assets | Intangible Assets
The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of trademarks and operational software and website. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of ten years.
The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. During the six-month periods ended June 30, 2026 and 2025, no indicators of impairment were identified and no impairment was recorded, related to the Company’s intangible assets. Amortization expenses for the six-month period ended June 30, 2026 and 2025 amounted to $49,128 and $319,662, respectively.
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| Warrants | Warrants
The Company issues warrants in conjunction with its capital raise activities. The fair value of a warrant is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date. The expected term represents the weighted-average period of time that warrants are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behaviour; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.
Management evaluates warrants under ASC 815, Derivatives and Hedging, including ASC 815-40 applicable to contracts in an entity’s own equity.
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| Warrant Inducement Transactions | Warrant Inducement Transactions
The Company periodically offers holders of its outstanding equity-classified warrants the opportunity to exercise those warrants for cash in exchange for consideration consisting of a reduction in the exercise price of the existing warrants, the issuance of new warrants, or both. Where the terms of the existing warrants are modified and the warrants remain equity-classified both immediately before and immediately after the modification, the Company applies ASC 815-40-35-14 through 35-18 and measures the effect of the modification as the excess of the fair value of the modified warrants over the fair value of those warrants immediately before the modification. Because such modifications are executed to induce the imminent exercise of the outstanding warrants and to raise equity capital, the effect is recognized as an equity issuance cost charged against the proceeds of the related offering in accordance with ASC 815-40-35-17(a). Where the existing warrants are exercised at their stated exercise price and new warrants are issued as consideration for the exercise, the fair value of the new warrants is likewise treated as a cost of the related offering under SEC Staff Accounting Bulletin Topic 5.A. Under either approach the amount is recorded as a reduction of additional paid-in capital, is offset by the fair value of the warrants issued, and has no effect on net loss, net loss per share, total stockholders’ equity or cash flows.
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| Revenue Recognition | Revenue Recognition
Under ASC Topic 606, Revenue from Contracts with Customers, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
The Company also earns revenue through affiliate arrangements. These contracts are evaluated under ASC 606 using the same five-step model. Affiliate revenue is recognized when the Company satisfies its performance obligations under the affiliate agreement, which typically occurs when the affiliate completes a qualifying transaction or when the Company provides agreed-upon services. The transaction price is determined based on the contractual terms with the affiliate, and revenue is recorded in the amount the Company expects to receive.
Revenue is then recognized for the transaction price allocated to each respective performance obligation when (or as) the performance obligation is satisfied. For our products, revenue is generally recognized upon shipment or pickup by the customer. At this stage, the title on the manufactured equipment is transferred to the customer, and the customer is responsible for transportation expenses, insurance, and any transport-related damage to the equipment in transit. We do not have any obligation to deliver beyond the collection warehouse, and it is the customers’ contractual responsibility to ensure their goods reach their destination. Revenue is recognized when control transfers in accordance with contractual terms.
Certain CMS contracts include multiple promised goods and services, such as the manufacture, delivery, and installation of laser marking and related systems. For these contracts, the Company evaluates whether the promised goods and services are distinct performance obligations, allocates the transaction price to each, and recognizes revenue for equipment upon transfer of control and revenue for delivery and installation services as those services are performed. For certain CMS projects that are customized in nature and expected to extend beyond six months, the Company recognizes revenue over time using a percentage-of-completion method. Under this method, revenue is recognized based on progress toward completion, which is generally measured based on costs incurred relative to total estimated project costs.
Refunds and returns, which are minimal, are recorded as a reduction of revenue. Payments received from customers before satisfying the above criteria are recorded as unearned income on the consolidated balance sheets.
Payments received as deposits for specific purchase orders or future laser equipment sales to customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered equipment is transferred to the customer.
All revenues are reported net of any sales discounts or taxes.
Deferred revenue primarily consists of customer deposits received for orders not yet initiated or for advance billing arrangements not yet recognized under ASC 606. Contract liabilities primarily represent billings and cash collections related to performance obligations for which revenue recognition criteria have not yet been satisfied. Management evaluates balances each reporting period to ensure classification remains appropriate.
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| Contract Assets and Liabilities | Contract Assets and Liabilities
Given the nature of the revenue recognition process, the Company generates contract liabilities (to the extent that a customer pays on project progress before the Company fulfils its performance obligations under a contract) or contract assets (to the extent that the Company has earned by satisfying performance obligations but has not yet billed the customer). Contract assets represent a right to receive payment in the future once certain conditions are met per the terms of the contract. The balance of contract assets and liabilities as of June 30, 2026, were $84,384 and $2,667,283, respectively, and as of December 31, 2025, were $258,037 and $1,205,007, respectively. Revenue recognized for the six months ended June 30, 2026 and 2025 related to the contract liability balance as of December 31, 2025 and 2024 was $231,421 and $672,051, respectively.
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| Other Revenue Recognition Matters related to Distributors | Other Revenue Recognition Matters related to Distributors.
Distributors generally have no right to return unsold equipment. However, in limited circumstances, if the Company determines that distributor stock is commercially obsolete beyond the Company’s new model releases, it may accept returns and provide the distributor with credit against their trading account at the Company’s discretion under its warranty policy. This revenue is recognized on a consignment basis and transfer of control is when an item is sold to end customer at which time the Company recognizes revenue, except where contractual terms require transfer upon end-customer sale.
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| Share Based Compensation | Share Based Compensation
The Company periodically issues share-based awards to employees, non-employees, and consultants for services rendered. Stock options vest and expire according to the terms established at the grant’s issuance date. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as an expense in the statement of operations ratably over the requisite service period or vesting period. Recognition of compensation expense for non-employees occurs in the same period and in the same manner as if the Company had paid cash for the services.
The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.
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| Derivatives and Liability-Classified Instruments | Derivatives and Liability-Classified Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each reporting date, with any increase or decrease in the fair value being recorded in the statement of operations.
To determine the number of authorized but unissued shares available to satisfy outstanding convertible securities, the Company uses a sequencing method to prioritize its convertible securities as prescribed by ASC 815-40-35, Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40-35). At each reporting date, the Company reviews its convertible securities to determine their classification is appropriate.
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| Lease | Lease
The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is a lease if it conveys the right to control the use of the identified asset for a period in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets (“ROU”) represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized at the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations. The Company’s operating lease arrangements did not materially change during the six months ended June 30, 2026. Accordingly, the disclosures required under ASC 842 should be read in conjunction with the lease disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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| Income Taxes | Income Taxes
The Company accounts for income taxes using the asset and liability method and establishes a valuation allowance when it is more likely than not that deferred tax assets will not be realized. The Company did not recognize an income tax benefit for the six months ended June 30, 2026, or June 30, 2025. Net operating losses generated during the six months ended June 30, 2026, resulted in a material increase in the gross deferred tax asset and corresponding valuation allowance from December 31, 2025. Following reassessment of all available evidence, management concluded that a full valuation allowance remains appropriate as of June 30, 2026. The effective tax rate was 0% for both periods presented.
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| Earnings (Loss)Per Share | Earnings (Loss)Per Share
Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted earnings (loss) per share is computed by dividing the earnings (loss) available to stockholders by the weighted-average number of shares outstanding for the period and dilutive potential shares outstanding, unless such dilutive potential shares would result in anti-dilution. For the three and six months ended June 30, 2026, the Company excluded outstanding warrants to purchase shares of common stock from the calculation of diluted loss per share because their inclusion would have been anti-dilutive. No potentially dilutive securities were outstanding during the three and six months ended June 30, 2025.
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| Reclassifications | Reclassifications
Certain prior period amounts have been reclassified to align with the current-period presentation.
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| Correction of Previously Reported Amounts | Correction of Previously Reported Amounts
In its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, the Company reported the consideration transferred to holders in connection with its March 2026 warrant inducement transaction as a deemed dividend of $1,512,480, presented as a deduction from net loss in arriving at loss attributable to common shareholders and reflected in loss per share attributable to common shareholders of $(0.16).
Management has subsequently determined that, under ASC 815-40-35-17(a), the consideration transferred in that transaction is properly recognized as a cost of the related equity offering and charged against the proceeds of that offering as a reduction of additional paid-in capital, rather than as a deemed dividend. Accordingly, the amounts presented in these condensed consolidated financial statements for the six months ended June 30, 2026 reflect that treatment, and the Company has applied the same treatment to its April 2026 warrant inducement transaction.
The correction has no effect on net loss, net loss per share, total assets, total liabilities, total stockholders’ deficit or any category of cash flows for any period presented. Its only effects on amounts previously reported for the three months ended March 31, 2026 are the elimination of the $1,512,480 deemed dividend, the elimination of the $(0.16) loss per share attributable to common shareholders, and corresponding changes to captions within the condensed consolidated statement of shareholders’ deficit and to the supplemental non-cash disclosures within the condensed consolidated statement of cash flows. Basic and diluted net loss per share for the three months ended March 31, 2026 remains $(0.11). Management evaluated the correction and concluded that it is not material to the previously issued financial statements. The Company will present the corrected amounts for the three months ended March 31, 2026 when those amounts are next presented on a stand-alone basis. |
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- Definition Contract Assets and Liabilities [Policy Text Block] No definition available.
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| X | ||||||||||
- Definition Correction of Previously Reported Amounts [Policy Text Block] No definition available.
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| X | ||||||||||
- Definition Warrant Inducement Transactions [Policy Text Block] No definition available.
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| X | ||||||||||
- Definition Warrants [Policy Text Block] No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for its derivative instruments and hedging activities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for leasing arrangement entered into by lessee. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Disclosure of accounting policy for property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for segment reporting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy for accounts receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES. (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF INVENTORY | On June 30, 2026, and December 31, 2025, respectively, our inventories consisted of the following: SCHEDULE OF INVENTORY
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| SCHEDULE OF ESTIMATED USEFUL LIVES FOR SIGNIFICANT PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES FOR SIGNIFICANT PROPERTY AND EQUIPMENT
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| SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
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- Definition Schedule of Property Plant and Equipment Estimated Useful Life [Table Text Block] No definition available.
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- References No definition available.
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- Definition Tabular disclosure of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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NOTES PAYABLE (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF NOTES PAYABLE | Notes payable consist of the following at June 30, 2026, and December 31, 2025: SCHEDULE OF NOTES PAYABLE
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. No definition available.
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DERIVATIVE LIABILITY (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF DERIVATIVE LIABILITY | The following tables summarize the derivative liability: SCHEDULE OF DERIVATIVE LIABILITY
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| SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table summarizes activity related to derivative liabilities for the six months ended June 30, 2026: SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE ON A RECURRING BASIS
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of derivative liabilities at fair value. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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STOCKHOLDERS’ DEFICIT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF WARRANTS ACTIVITY | A summary of equity-classified warrants activity for the six months ended June 30, 2026, is presented below: SCHEDULE OF WARRANTS ACTIVITY
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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ORGANIZATION (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Dec. 31, 2025 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
| Net loss | $ 3,278,437 | $ 1,773,902 | $ 6,224,721 | $ 3,454,625 | |
| Net cash used in operating activities | 4,735,656 | $ 2,192,704 | |||
| Net cash used in operating activities other | 800,000 | ||||
| Working capital | $ 3,100,000 | 3,100,000 | $ 7,300,000 | ||
| Warrant exercise and inducement transactions | $ 2,200,000 | ||||
| X | ||||||||||
- Definition Warrant exercise and inducement transactions. No definition available.
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| X | ||||||||||
- Definition Working capital. No definition available.
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activity, including, but not limited to, discontinued operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activity, classified as other, in reconciling net income to reflect cash provided by (used in) operating activity when indirect cash flow method is applied. No definition available.
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SCHEDULE OF INVENTORY (Details) - USD ($) |
Jun. 30, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Equipment parts | $ 1,162,586 | $ 1,098,427 |
| Finished goods | 407,404 | 460,676 |
| Work in process | 132,985 | 193,498 |
| Consignment inventory | 38,361 | 38,361 |
| Inventory reserve | (562,170) | (503,835) |
| Total inventory, net | $ 1,179,167 | $ 1,287,127 |
| X | ||||||||||
- Definition Inventory consignment. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Gross amount of unprocessed materials to be used in manufacturing or production process and supplies that will be consumed. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of valuation reserve for inventory. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Indicates method of allocating cost over useful life in systematic and rational manner for property, plant, and equipment. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Useful life of property, plant, and equipment, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) |
Jun. 30, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | $ 3,909,484 | $ 3,811,510 |
| Accumulated depreciation | (2,873,893) | (2,686,316) |
| Property, plant and equipment, net | 1,035,591 | 1,125,194 |
| Machinery and Equipment [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | 1,990,867 | 2,000,867 |
| Sales Demonstration Units [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | 1,040,545 | 1,040,545 |
| Office Furniture And Computer Equipment [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | 389,257 | 389,257 |
| Vehicles [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | 122,276 | 112,276 |
| Leasehold Improvements [Member] | ||
| Property, Plant, and Equipment [Line Items] | ||
| Total cost | $ 366,539 | $ 268,565 |
| X | ||||||||||
- Definition Amount of accumulated depreciation, depletion, and amortization of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount, before accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount, after accumulated depreciation, depletion, and amortization, of property, plant, and equipment. Includes, but is not limited to, land and land improvement; building; machinery and equipment; furniture and fixture; and work of art, historical treasure, or similar asset classified as collection. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES. (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2026 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Dec. 31, 2025 |
|
| Accounting Policies [Abstract] | ||||
| Allowance estimated credit losses | $ 2,240 | $ 0 | ||
| Depreciation expense | 187,577 | $ 256,473 | ||
| Impairment of intangible assets | 49,128 | 319,662 | ||
| Contract Assets | 84,384 | 258,037 | ||
| Contract Liabilities | 2,667,283 | $ 1,205,007 | ||
| Contract liability balance | $ 231,421 | $ 672,051 | ||
| Income tax effective tax rate | 0.00% | 0.00% | ||
| Loss per share - basic before deemed dividend | $ (0.11) | |||
| Loss per share - diluted before deemed dividend | $ (0.11) | |||
| X | ||||||||||
- Definition Earnings per share basic deemed dividend No definition available.
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| X | ||||||||||
- Definition Earnings per share diluted deemed dividend No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of allowance for credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of impairment loss for finite- and indefinite-lived intangible assets and capitalized cost for software to be sold, leased, or marketed. Excludes goodwill. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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ASSET ACQUISITION FROM COMMON CONTROLLED ENTITY (Details Narrative) - ICT Investments [Member] |
Mar. 31, 2025
USD ($)
|
|---|---|
| Cash Consideration | $ 255,824 |
| Allocated to acquired inventory | 238,054 |
| Allocated to acquired machinery and equipment | $ 17,770 |
| X | ||||||||||
- Definition Amount of tangible and intangible assets other than cash transferred by acquirer as part of consideration transferred in business combination. Includes, but is not limited to, business or subsidiary, or both, of acquirer transferred to former owner of acquiree. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of inventory acquired in business combination and recognized at acquisition date, classified as current. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of property, plant, and equipment acquired in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Details
|
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) |
Jun. 30, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Nonrelated Party [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total notes payable, net of debt discount | $ 862,993 | $ 3,804,610 |
| District 2 Capital Fundor [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total notes payable, net of debt discount | 362,500 | |
| Agile Capital Funding and Agile Lending [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total notes payable, net of debt discount | 896,273 | 613,985 |
| NPA Note Holders [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total notes payable, net of debt discount | 2,850,000 | |
| Debt Discount [Member] | ||
| Short-Term Debt [Line Items] | ||
| Total notes payable, net of debt discount | $ 33,281 | $ 21,875 |
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
NOTES PAYABLE (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2026 |
Feb. 09, 2026 |
Jan. 31, 2026 |
Sep. 12, 2025 |
Jul. 12, 2025 |
Jul. 08, 2025 |
Jun. 20, 2025 |
Apr. 16, 2025 |
Apr. 03, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Dec. 31, 2025 |
May 06, 2025 |
Aug. 19, 2024 |
|
| Short-Term Debt [Line Items] | ||||||||||||||
| Amortization of debt discount | $ 77,344 | $ 71,008 | ||||||||||||
| Aggregate gross amount | $ 4,121,272 | |||||||||||||
| Principal amount | 2,850,000 | |||||||||||||
| Accrued interest | 158,175 | |||||||||||||
| Deferred financing costs | 41,289 | |||||||||||||
| ICT Investments [Member] | ||||||||||||||
| Short-Term Debt [Line Items] | ||||||||||||||
| Interest rate | 10.00% | |||||||||||||
| Unsecured loan balance | $ 30,000 | $ 101,000 | $ 20,000 | $ 400,000 | $ 200,000 | $ 751,000 | ||||||||
| Interest balance | $ 3,000 | $ 10,000 | $ 2,000 | $ 40,000 | $ 20,000 | 50,615 | 111,623 | |||||||
| Maturity date | Sep. 12, 2025 | Sep. 08, 2025 | Aug. 30, 2025 | Jun. 30, 2025 | May 31, 2025 | |||||||||
| Hudson Global Ventures LLC [Member] | ||||||||||||||
| Short-Term Debt [Line Items] | ||||||||||||||
| Principal amount | $ 455,000 | 2,850,000 | ||||||||||||
| Accrued interest | 158,175 | |||||||||||||
| Debt instrument, description | subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other amounts owing under the Notes, which amount increases by 5% every 30 days | |||||||||||||
| Accrued and unpaid interest | $ 509,600 | |||||||||||||
| Interest rate | 120.00% | |||||||||||||
| Unpaid principal amount | $ 738,889 | |||||||||||||
| Note Purchase Agreement [Member] | ||||||||||||||
| Short-Term Debt [Line Items] | ||||||||||||||
| Principal amount | $ 2,111,111 | |||||||||||||
| Debt instrument, description | equal to 10% that resulted in the Company receiving net proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid to RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc | |||||||||||||
| Net proceeds deductions for expenses | $ 1,129,400 | |||||||||||||
| Business Loan and Security Agreement [Member] | ||||||||||||||
| Short-Term Debt [Line Items] | ||||||||||||||
| Short term borrowing | 4,650,000 | |||||||||||||
| Principal amount | 225,000 | |||||||||||||
| Repayments of debt | 4,036,015 | |||||||||||||
| Amortization of debt discount | 203,125 | |||||||||||||
| Unamortized debt discount | 21,875 | |||||||||||||
| Long term borrowing | 896,273 | 613,985 | ||||||||||||
| Unamortization of debt discount | 33,281 | 21,875 | ||||||||||||
| Net balance | 862,993 | 592,110 | ||||||||||||
| Repayments of long term debt | $ 521,843 | $ 521,843 | ||||||||||||
| Aggregate gross amount | 1,775,000 | |||||||||||||
| Administrative agent fee | 88,750 | |||||||||||||
| Repayments of debt | 878,727 | |||||||||||||
| District 2 Capital Fundor [Member] | ||||||||||||||
| Short-Term Debt [Line Items] | ||||||||||||||
| Principal amount | 362,500 | |||||||||||||
| Principal amount | $ 362,500 | |||||||||||||
| Warrant outstanding | 125,000 | |||||||||||||
| Accrued interest | $ 19,618 | |||||||||||||
| X | ||||||||||
- Definition Amount of fee payable for administrative service provided, including, but not limited to, salary, rent, and overhead costs. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- 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://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The carrying amount of deferred costs. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Cash received for fees during the current period. This element excludes cash proceeds from license fees. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The remaining balance of debt issuance expenses that were capitalized and are being amortized against income over the lives of the respective bond issues. This does not include the amounts capitalized as part of the cost of the utility plant or asset. No definition available.
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of uncollateralized debt obligations (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SCHEDULE OF DERIVATIVE LIABILITY (Details) |
6 Months Ended | 12 Months Ended | |
|---|---|---|---|
|
Aug. 27, 2025
shares
|
Jun. 30, 2026
USD ($)
shares
|
Dec. 31, 2025
USD ($)
shares
|
|
| Business Combination [Line Items] | |||
| Number of warrants | shares | 157,258 | 157,258 | 157,258 |
| Fair value of derivative liability | $ | $ 222,709 | $ 338,902 | |
| Measurement Input, Share Price [Member] | |||
| Business Combination [Line Items] | |||
| Expected dividend yield | 1.65 | 2.57 | |
| Measurement Input, Risk Free Interest Rate [Member] | |||
| Business Combination [Line Items] | |||
| Expected dividend yield | 4.17 | 3.55 | |
| Measurement Input, Price Volatility [Member] | |||
| Business Combination [Line Items] | |||
| Expected dividend yield | 162.7 | 150 | |
| Measurement Input, Expected Term [Member] | |||
| Business Combination [Line Items] | |||
| Expected dividend yield | 4.16 | 4.66 | |
| Measurement Input, Expected Dividend Rate [Member] | |||
| Business Combination [Line Items] | |||
| Expected dividend yield | 0 | 0 |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Value of input used to measure derivative liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
| Fair value of derivative liabilities at December 31, 2025 | $ 338,902 | |||
| Change in fair value of derivative liabilities | $ 98,193 | (116,193) | ||
| Fair value of derivative liabilities at June 30, 2026 | $ 222,709 | $ 222,709 | ||
| X | ||||||||||
- Definition Amount of increase (decrease) in the fair value of derivatives recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
DERIVATIVE LIABILITY (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Feb. 09, 2026 |
Aug. 27, 2025 |
Jun. 30, 2026 |
Dec. 31, 2025 |
|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
| Conversion of warrants | 157,258 | 157,258 | 157,258 | |
| Fair value of derivative liability | $ 222,709 | $ 338,902 | ||
| Changes in fair value of derivative liabilities | $ 381,374 | $ 116,193 |
| X | ||||||||||
- Definition The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock warrants. No definition available.
|
| X | ||||||||||
- Definition The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of non-option equity instruments exercised by participants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares under non-option equity instrument agreements that were either cancelled or expired. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Net number of non-option equity instruments granted to participants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of equity instruments other than options outstanding, including both vested and non-vested instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Weighted average price of options that were either forfeited or expired. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average price at which option holders acquired shares when converting their stock options into shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 26, 2026 |
May 13, 2026 |
Apr. 26, 2026 |
Mar. 26, 2026 |
Mar. 15, 2026 |
Mar. 13, 2026 |
Feb. 24, 2026 |
Feb. 09, 2026 |
Jun. 30, 2026 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 08, 2026 |
May 14, 2026 |
Dec. 31, 2025 |
|
| Class of Stock [Line Items] | ||||||||||||||
| Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
| Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||
| Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||
| Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
| Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
| Common stock, shares issued | 47,641,766 | 47,641,766 | 22,852,753 | |||||||||||
| Common stock, shares outstanding | 38,568,263 | 47,634,388 | 47,634,388 | 22,845,345 | ||||||||||
| Number of shares issued | 7,142,858 | |||||||||||||
| Issuance of warrants | 557,058 | |||||||||||||
| Warrant term | 5 years | |||||||||||||
| Fair value of warrants | $ 381,374 | $ 116,193 | ||||||||||||
| Gross proceeds | 5,000,001 | |||||||||||||
| Net proceeds | 4,121,272 | |||||||||||||
| Other transaction costs | $ 878,728 | |||||||||||||
| Common stock issued upon exercise of warrants, value | 753,091 | |||||||||||||
| Offering cost | $ (2,420,701) | |||||||||||||
| Accrued expenses | $ 993,323 | 993,323 | $ 918,328 | |||||||||||
| Shares issued for services | 14,300,930 | |||||||||||||
| Stock issued for vote and holders percentage | 37.08% | |||||||||||||
| Proceeds of warrants | 1,250,728 | |||||||||||||
| Common stock shares outstanding percentage | 24.20% | |||||||||||||
| Shares issued for services, value | 75,000 | |||||||||||||
| Intrinsic value | $ 7,458,600 | $ 7,458,600 | ||||||||||||
| iHub Inc [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Shares issued for services | 88,235 | |||||||||||||
| Shares issued for services, value | $ 75,000 | |||||||||||||
| Hudson Global Ventures LLC [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Shares issued for services | 11,413 | |||||||||||||
| Holders [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 11,613,431 | 11,613,431 | ||||||||||||
| Common stock, shares issued | 9,329,356 | |||||||||||||
| Director [Member] | Restricted Stock [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Common stock, shares issued | 60,000 | |||||||||||||
| Common stock, value issued | $ 59,460 | |||||||||||||
| Share price | $ 0.99 | |||||||||||||
| Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 5,715,085 | |||||||||||||
| Exercise price | $ 0.70 | $ 1.35 | ||||||||||||
| Fair value of warrants | $ 9,261,878 | |||||||||||||
| Gross proceeds | 4,000,560 | |||||||||||||
| Warrants exercises shares | 96,154 | |||||||||||||
| [custom:ClassOfWarrantOrRightTerm] | 5 years | |||||||||||||
| Net proceeds | 3,569,570 | |||||||||||||
| Offering costs | $ 430,989 | |||||||||||||
| Common Stock [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Common stock issued upon exercise of warrants, shares | 1,075,844 | |||||||||||||
| Common stock issued upon exercise of warrants, value | $ 1,076 | |||||||||||||
| Offering cost | ||||||||||||||
| Shares issued for services | 99,648 | |||||||||||||
| Shares issued for services, value | $ 99 | |||||||||||||
| Minimum [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Exercise price | $ 0.875 | |||||||||||||
| Maximum [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Exercise price | 3.2375 | |||||||||||||
| Series A-1 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Exercise price | 0.70 | |||||||||||||
| Series A-2 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Exercise price | $ 0.70 | |||||||||||||
| Series A-1 and Series A-2 [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Exercise price | $ 0.70 | $ 0.70 | ||||||||||||
| Common stock issued upon exercise of warrants, shares | 1,075,844 | |||||||||||||
| Existing Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 1,373,630 | |||||||||||||
| Exercise price | $ 3.40 | |||||||||||||
| Fair value of warrants | $ 926,679 | |||||||||||||
| Other transaction costs | $ 209,796 | |||||||||||||
| Reduced exercise price | $ 1.08 | |||||||||||||
| Gross proceeds | $ 1,483,520 | |||||||||||||
| Proceeds from issuance of warrants net | 1,273,724 | |||||||||||||
| Offering cost | $ 1,512,480 | |||||||||||||
| Liquidated damages percentage | 2.00% | |||||||||||||
| Aggregate exercise price percentage | 8.00% | |||||||||||||
| Unpaid amounts | $ 237,363 | |||||||||||||
| Bearing interest percentage | 18.00% | |||||||||||||
| Series A-3 Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 1,373,630 | |||||||||||||
| Exercise price | $ 1.08 | |||||||||||||
| Fair value of warrants | $ 2,439,159 | |||||||||||||
| Series A-4 Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 1,373,630 | |||||||||||||
| Exercise price | $ 1.08 | |||||||||||||
| Fair value of warrants | $ 2,439,159 | |||||||||||||
| Series A-5 Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 4,742,860 | |||||||||||||
| Exercise price | $ 0.975 | |||||||||||||
| Fair value of warrants | $ 4,270,563 | |||||||||||||
| Series A-6 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Warrants exercises shares | 1,687,308 | |||||||||||||
| Series A-6 Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 6,687,310 | |||||||||||||
| Exercise price | $ 0.975 | |||||||||||||
| Fair value of warrants | $ 4,991,315 | |||||||||||||
| April New Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 400,056 | |||||||||||||
| Fair value of warrants | $ 361,801 | |||||||||||||
| April New Warrants [Member] | Inducement Agreement [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Liquidated damages percentage | 2.00% | |||||||||||||
| Aggregate exercise price percentage | 8.00% | |||||||||||||
| Unpaid amounts | $ 891,553 | |||||||||||||
| Bearing interest percentage | 18.00% | |||||||||||||
| Accrued expenses | $ 357,160 | |||||||||||||
| Accrued interest | $ 3,847 | |||||||||||||
| Series A-1, A-2, and A-4 [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Shares issued for services | 548,201 | |||||||||||||
| Proceeds of warrants | $ 497,637 | |||||||||||||
| SeriesA-1, A-2, A-5 and A-6 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Warrants exercises shares | 8,781,155 | 8,781,155 | ||||||||||||
| Warrants exercises shares | 11,065,230 | |||||||||||||
| Series A-1 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 7,142,858 | |||||||||||||
| Series A-2 Warrants [Member] | ||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||
| Issuance of warrants | 7,142,858 | |||||||||||||
| X | ||||||||||
- Definition Aggregate exercise price percentage. No definition available.
|
| X | ||||||||||
- Definition Class of warrant or right term. No definition available.
|
| X | ||||||||||
- Definition Common stock shares outstanding percentage. No definition available.
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| X | ||||||||||
- Definition Liquidated damages percentage. No definition available.
|
| X | ||||||||||
- Definition Proceeds from exercise of warrants net. No definition available.
|
| X | ||||||||||
- Definition Proceeds from issuance of shares and warrants net. No definition available.
|
| X | ||||||||||
- Definition Stock issued during period shares issuance of common stock upon exercise of warrants. No definition available.
|
| X | ||||||||||
- Definition Stock issued during period value issuance of common stock upon exercise of warrants. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of other increase (decrease) in additional paid in capital (APIC). No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a set, unchanging rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Costs incurred in connection with the offering and selling of additional partner interest. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of expense classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow associated with the amount received from holders exercising their stock warrants. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition The number of shares issued or sold by the subsidiary or equity method investee per stock transaction. No definition available.
|
| X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Definition Intrinsic value of outstanding award under share-based payment arrangement. Excludes share and unit options. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Per share decrease in exercise price of warrant. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
6 Months Ended | |||||
|---|---|---|---|---|---|---|
Jun. 24, 2026 |
May 07, 2026 |
Jun. 30, 2026 |
Jun. 30, 2025 |
May 14, 2026 |
Dec. 31, 2025 |
|
| Related Party Transaction [Line Items] | ||||||
| Common stock shares outstanding percentage | 24.20% | |||||
| Net affiliate sales | $ 0 | $ 391,818 | ||||
| Master Services Agreement [Member] | ||||||
| Related Party Transaction [Line Items] | ||||||
| Monthly fees | $ 22,500 | |||||
| Repaid fees amount | $ 50,000 | |||||
| Payment of expenses | 104,645 | |||||
| ICT Investments [Member] | ||||||
| Related Party Transaction [Line Items] | ||||||
| Incurred expenses | 46,154 | 35,760 | ||||
| Accounts payable related parties | 301,150 | $ 349,461 | ||||
| Repayments of notes payable | 50,615 | |||||
| Dmitriy Nikitin [Member] | ||||||
| Related Party Transaction [Line Items] | ||||||
| Monthly fees | $ 103,846 | $ 90,000 | ||||
| Fonon Technology, Inc [Member] | ICT Investments [Member] | ||||||
| Related Party Transaction [Line Items] | ||||||
| New shares issued | 11,373,695 | |||||
| Common stock shares outstanding percentage | 23.88% | |||||
| X | ||||||||||
- Definition Common stock shares outstanding percentage. No definition available.
|
| X | ||||||||||
- Definition Related party transaction expenses from transactions with related party. No definition available.
|
| X | ||||||||||
- Definition Revenue from contract with customer excluding assessed tax for affiliate. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of principal of debt repaid. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of transactions with related party during the financial reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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- Details
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| X | ||||||||||
- Details
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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
6 Months Ended | |||
|---|---|---|---|---|
May 14, 2026 |
May 13, 2026 |
Jun. 30, 2026 |
Apr. 30, 2026 |
|
| Class of Warrant or Right [Line Items] | ||||
| Issuance of cash exercises shares | 14,300,930 | |||
| Settled counterclaims amount | $ 68,333 | |||
| Settlement Agreement [Member] | ||||
| Class of Warrant or Right [Line Items] | ||||
| Agreed to pay | $ 300,000 | |||
| Initial payment | 100,000 | |||
| Installments payment | $ 40,000 | |||
| Charge amount | $ 300,000 | |||
| Accrued expenses | $ 160,000 | |||
| Series A-4, A-5 and A-6 Warrants [Member] | ||||
| Class of Warrant or Right [Line Items] | ||||
| Issuance of cash exercises shares | 3,741,407 |
| X | ||||||||||
- Definition Fair value portion of accrued expenses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of bankruptcy claim settled. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of annual principal payment for debt instrument. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the required periodic payments including both interest and principal payments. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the required periodic payments applied to interest. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the required periodic payments applied to principal. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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SUBSEQUENT EVENTS (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Aug. 15, 2026 |
Jul. 20, 2026 |
Jul. 16, 2026 |
May 26, 2026 |
Apr. 26, 2026 |
Mar. 15, 2026 |
Feb. 09, 2026 |
Jun. 30, 2026 |
Jun. 30, 2025 |
Jun. 30, 2026 |
Jun. 30, 2025 |
|
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 557,058 | ||||||||||
| Warrant term | 5 years | ||||||||||
| Accountable expenses | $ 2,540,769 | $ 2,065,359 | $ 4,928,137 | $ 4,538,374 | |||||||
| Aggregate fair value | $ 381,374 | $ 116,193 | |||||||||
| April New Warrants [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 400,056 | ||||||||||
| Aggregate fair value | $ 361,801 | ||||||||||
| Inducement Agreement [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 5,715,085 | ||||||||||
| Exercise price | $ 0.70 | $ 1.35 | |||||||||
| Gross proceeds | $ 4,000,560 | ||||||||||
| Warrant term | 5 years | ||||||||||
| Net proceeds | 3,569,570 | ||||||||||
| Aggregate fair value | $ 9,261,878 | ||||||||||
| Inducement Agreement [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 177,000 | ||||||||||
| Exercise price | $ 1.2188 | ||||||||||
| Warrant term | 5 years | ||||||||||
| Net proceeds | $ 2,186,832.66 | ||||||||||
| Cash fee | $ 172,575 | ||||||||||
| Gross proceeds percentage | 7.00% | ||||||||||
| Accountable expenses | $ 75,000 | ||||||||||
| Clearing fees | 15,950 | ||||||||||
| Legal counsel fees | 15,000 | ||||||||||
| Fees amount | $ 278,525 | ||||||||||
| Inducement Agreement [Member] | April New Warrants [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Liquidated damages percentage | 2.00% | ||||||||||
| Aggregate exercise price percentage | 8.00% | ||||||||||
| Unpaid amounts | $ 891,553 | ||||||||||
| Bearing interest percentage | 18.00% | ||||||||||
| Inducement Agreement [Member] | April New Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 2,528,572 | ||||||||||
| Exercise price | $ 0.975 | ||||||||||
| Gross proceeds | $ 2,465,357.70 | ||||||||||
| Inducement Agreement [Member] | Series A-5 Warrants [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 4,742,860 | ||||||||||
| Exercise price | $ 0.975 | ||||||||||
| Aggregate fair value | $ 4,270,563 | ||||||||||
| Inducement Agreement [Member] | Series A-5 Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 400,000 | ||||||||||
| Warrants exercised percentage | 200.00% | ||||||||||
| Inducement Agreement [Member] | Series A-6 Warrants [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 6,687,310 | ||||||||||
| Exercise price | $ 0.975 | ||||||||||
| Aggregate fair value | $ 4,991,315 | ||||||||||
| Inducement Agreement [Member] | Series A-6 Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 2,128,572 | ||||||||||
| Warrants exercised percentage | 200.00% | ||||||||||
| Inducement Agreement [Member] | Series A-7 Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 800,000 | ||||||||||
| Warrant term | 5 years | ||||||||||
| Inducement Agreement [Member] | Series A-8 Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 4,257,144 | ||||||||||
| Warrant term | 24 months | ||||||||||
| Inducement Agreement [Member] | July New Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Exercise price | $ 0.975 | ||||||||||
| Aggregate fair value | $ 4,975,654 | ||||||||||
| Inducement Agreement [Member] | Existing Warrants [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Warrant issued | 1,373,630 | ||||||||||
| Exercise price | $ 3.40 | ||||||||||
| Gross proceeds | $ 1,483,520 | ||||||||||
| Aggregate fair value | $ 926,679 | ||||||||||
| Liquidated damages percentage | 2.00% | ||||||||||
| Aggregate exercise price percentage | 8.00% | ||||||||||
| Unpaid amounts | $ 237,363 | ||||||||||
| Bearing interest percentage | 18.00% | ||||||||||
| Inducement Agreement [Member] | Existing Warrants [Member] | Subsequent Event [Member] | |||||||||||
| Subsequent Event [Line Items] | |||||||||||
| Liquidated damages percentage | 2.00% | ||||||||||
| Aggregate exercise price percentage | 8.00% | ||||||||||
| Unpaid amounts | $ 394,457 | ||||||||||
| Bearing interest percentage | 18.00% | ||||||||||
| X | ||||||||||
- Definition Aggregate exercise price percentage. No definition available.
|
| X | ||||||||||
- Definition Class of warrant or right term. No definition available.
|
| X | ||||||||||
- Definition Clearing fees. No definition available.
|
| X | ||||||||||
- Definition Liquidated damages percentage. No definition available.
|
| X | ||||||||||
- Definition Percentage of gross proceeds. No definition available.
|
| X | ||||||||||
- Definition Percentage of warrants exercised. No definition available.
|
| X | ||||||||||
- Definition Proceeds from issuance of shares and warrants net. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a set, unchanging rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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