RESTRUCTURED AUGUST NOTE PAYABLE (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|---|
Nov. 20, 2023 |
Aug. 17, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2023 |
Nov. 04, 2022 |
Jan. 01, 2016 |
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| Debt Instrument [Line Items] | |||||||||
| Debt instrument interest rate percentage | 12.00% | 2.00% | |||||||
| Exit fee percent | 15.00% | ||||||||
| Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructured August Note decreased the principal to $1,748,667, less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). | ||||||||
| Extended maturity date | Jun. 30, 2024 | ||||||||
| Loss in extinguishment | $ 2,383,088 | $ 2,383,088 | |||||||
| Restructured august note payable | 2,410,000 | 2,410,000 | $ 2,400,000 | ||||||
| Change in fair value of restructed debt | (3,180,000) | $ (1,594,515) | (2,512,366) | $ (1,594,515) | |||||
| Restructured August Note [Member] | |||||||||
| Debt Instrument [Line Items] | |||||||||
| Debt discount and accrued interest | 1,933,000 | ||||||||
| Loss in extinguishment | 157,000 | ||||||||
| Restructured august note payable | 2,410,000 | 2,410,000 | 2,400,000 | ||||||
| Change in fair value of restructed debt | 10,000 | $ 467,000 | |||||||
| Revalued debt amount | 342,000 | 342,000 | |||||||
| Maximum [Member] | |||||||||
| Debt Instrument [Line Items] | |||||||||
| Debt instrument face amount | $ 272,000 | $ 272,000 | |||||||
| Securities Purchase Agreement [Member] | |||||||||
| Debt Instrument [Line Items] | |||||||||
| Debt instrument face amount | $ 5,433,333 | ||||||||
| Debt instrument interest rate percentage | 12.00% | ||||||||
| Debt instrument unamortized discount | $ 433,333 | ||||||||
| Debt instrument transaction expense | 10,000 | ||||||||
| Proceeds from debt | 1,100,000 | ||||||||
| Escrow deposit | 3,900,000 | ||||||||
| Debt instrument, fair value | $ 3,400,000 | ||||||||
| Exit fee percent | 15.00% | ||||||||
| Debt instrument, redemption, percentage | 15.00% | ||||||||
| Debt instrument outstanding face amount | $ 816,500 | ||||||||
| Increase in outstanding balance, percentage | 10.00% | ||||||||
| Debt instrument, payment terms | Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale | ||||||||
| Payments for debt | $ 3,000,000 | ||||||||
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- Definition Debt instrument exit fee percentage. No definition available.
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- Definition Debt instrument outstanding amount. No definition available.
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- Definition Description for uplisted term and trigger events. No definition available.
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- Definition Increase in outstanding balance percentage. No definition available.
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- Definition Restructured august note payable No definition available.
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- Definition Transaction expense No definition available.
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- Definition Fair value portion of accrued expenses. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- 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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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- 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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- 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/exampleRef
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- Definition Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Percentage price of original principal amount of debt at which debt can be redeemed by the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The designation of funds furnished by a borrower to a lender to assure future payments of the borrower's real estate taxes and insurance obligations with respect to a mortgaged property. Escrow deposits may be made for a variety of other purposes such as earnest money and contingent payments. This element excludes replacement reserves which are an escrow separately provided for within the US GAAP taxonomy. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition For a debtor, the aggregate gain (loss) recognized on the restructuring of payables arises from the difference between the book value of the debt before the restructuring and the fair value of the payments on the debt after restructuring is complete. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- 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
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