NOTE 14. INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, and the enhanced disclosure requirements of ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, adopted for the fiscal year ended December 31, 2025. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

 

Components of Income Tax Expense

 

The Company’s operations are entirely domestic. For the years ended December 31, 2025 and 2024, the provision for income taxes was $0 as the Company incurred net losses in both periods and maintains a full valuation allowance against its net deferred tax assets.

 

SCHEDULE OF PROVISION FOR INCOME TAXES 

    2025    2024 
    December 31, 
    2025    2024 
Current :          
Federal  $-   $- 
State and local   -    - 
Total current   -    - 
Deferred:          
Federal   -    - 
State and local   -    - 
Total deferred   -    - 
Total provision for income taxes  $-   $- 

 

Effective Tax Rate Reconciliation

 

The following table presents a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate in accordance with ASU 2023-09:

 

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE 

   December 31,   December 31, 
   2025   2025(%)   2024   2024(%) 
Pre-tax loss  $(101,274,530)   100%  $(6,856,226)   100%
Tax benefit at statutory federal rate   (21,263,006)   -21%   (1,439,807)   -21%
State and local income taxes - federal   (5,568,882)   -5.5%   (377,092)   -5.5%
Non-deductible impairment charges   3,326,880    3.3%   -    0%
Non-deductible loss on debt extinguishment   791,799    0.8%   -    0%
Change in valuation allowance   22,719,071    22.4%   1,816,900    26.5%
Effective income tax rate  $-    0%  $-    0%

 

Deferred Tax Assets and Liabilities

 

SCHEDULE OF DEFERRED TAX ASSETS

   2025   2024 
Deferred tax assets:          
Net operating loss carry forwards  $25,304,718   $2,585,647 
Accrued exp and other liabilities   1,331,849    946,190 
Capitalized software   488,563    428,775 
Total gross deferred tax assets   27,125,130    3,960,612 
Deferred tax liabilities:          
None   -    - 
Total gross deferred tax liabilities   -    - 
Net deferred tax asset before valuation allowance   27,119,268    3,960,612 
Less : Valuation allowance   (27,125,130)   (3,960,612)
Net deferred tax asset  $-   $- 

 

 

Net Operating Loss Carryforwards

 

As of December 31, 2025, the Company had estimated federal and state net operating loss carryforwards of approximately $85 million. These losses were generated in tax years ending after December 31, 2017 and carry forward indefinitely pursuant to the Tax Cuts and Jobs Act of 2017, subject to an annual utilization limitation of 80% of taxable income.

 

Tax Year  Book Loss   Permanent
difference
   Est. Tax NOL   Expiration
2022  $5,250   $-   $5,250   Indefinite
2023   2,895,684    -    2,895,684   Indefinite
2024   6,856,226    -    6,856,226   Indefinite
2025   101,274,530    15,542,188    85,732,342   Indefinite
Total  $111,031,690   $15,542,188   $95,489,502    

 

Valuation Allowance

 

The Company has established a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024, as management has determined that it is more likely than not that the net deferred tax assets will not be realized based on the Company’s history of operating losses and current financial position. The valuation allowance increased by $23,164,519 during the year ended December 31, 2025, primarily reflecting the increase in net operating loss carryforwards, impairment-related temporary differences, and accrued expenses arising during the period.

 

   2025   2024 
Balance, beginning of year  $3,960,612   $- 
Increase:          
Current year NOL generated   22,719,071    2,585,647 
Accrued expenses and other current liabilities   385,660    946,190 
Capitalized software   59,788    428,775 
Balance, end of year  $27,125,130   $3,960,612 

 

The Company has evaluated its tax positions in accordance with ASC 740-10 and has determined that there are no material unrecognized tax benefits as of December 31, 2025 and 2024.

 

In accordance with ASU 2023-09, the Company discloses that no income taxes were paid at the federal or state level during the years ended December 31, 2025 and 2024.

 

Historical Timeline

Fiscal YearFiled
2025Mar 20, 2026Showing above
2024Mar 25, 2025

About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.