INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Income Tax Disclosure [Abstract] |
|
| SCHEDULE OF INCOME LOSS BEFORE PROVISION FOR INCOME TAX |
Income/(loss)
before provision for income taxes consisted of the following:
SCHEDULE
OF INCOME LOSS BEFORE PROVISION FOR INCOME TAX
| | |
Year ended December 31,
2025 | | |
Year ended December 31,
2024 | |
| United States | |
$ | (15,723,636 | ) | |
$ | (23,753,863 | ) |
|
| SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) |
The
federal and state income tax provision (benefit) is summarized as follows:
SCHEDULE
OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT)
| | |
| Year ended
December 31,
2025 | | |
| Period from
March 16, 2024
(inception)
through
December 31,
2024 | |
| Current | |
| | | |
| | |
| Federal | |
$ | - | | |
$ | - | |
| State* | |
| - | | |
| - | |
| Other | |
| - | | |
| - | |
| Total current tax expense | |
| - | | |
| - | |
| | |
| | | |
| | |
| Deferred | |
| | | |
| | |
| Federal | |
| - | | |
| - | |
| State | |
| - | | |
| - | |
| Other | |
| - | | |
| - | |
| Total deferred tax expense | |
| - | | |
| - | |
| | |
| | | |
| | |
| Total tax expense | |
$ | - | | |
$ | - | |
|
| SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES |
The
tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| | |
December 31, 2025 | | |
December 31, 2024 | |
| Deferred tax assets: | |
| | | |
| | |
| Start-up expenses | |
$ | 2,193,428 | | |
$ | 2,469,389 | |
| Land development costs | |
| - | | |
| - | |
| Net operating loss | |
| 4,929,276 | | |
| 2,442,165 | |
| Capital loss carryforward | |
| 216,247 | | |
| - | |
| Accruals and other | |
| 113,472 | | |
| 696 | |
| Stock based compensation | |
| 1,245,853 | | |
| 1,623,724 | |
| Accrued bonuses | |
| 379,692 | | |
| 289,460 | |
| Bridge loan discount | |
| - | | |
| 375,240 | |
| Total deferred tax assets | |
| 9,077,968 | | |
| 7,200,674 | |
| | |
| | | |
| | |
| Deferred tax liabilities: | |
| | | |
| | |
| Fixed assets | |
| (967 | ) | |
| (495 | ) |
| Total deferred tax liabilities | |
| (967 | ) | |
| (495 | ) |
| | |
| | | |
| | |
| Valuation allowance | |
| (9,077,001 | ) | |
| (7,200,179 | ) |
| Net deferred taxes | |
$ | - | | |
$ | - | |
|
| SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS |
Net
operating losses and tax credit carryforwards as of the Financial Statement Date December 31, 2025, are as follows:
SCHEDULE
OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS
| | |
Amount | | |
Expiration Years |
| | |
| | |
|
| Net operating losses, federal (Post December 31, 2017) | |
$ | 22,503,903 | | |
Do Not Expire |
| Net operating losses, state | |
| 6,438,506 | | |
2044 |
Capital loss carryforward | |
| 1,029,745 | | |
2030 |
|
| SCHEDULE OF EFFECTIVE TAX RATE OF COMPANY’S PROVISION (BENEFIT) |
The
effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
SCHEDULE
OF EFFECTIVE TAX RATE OF COMPANY’S PROVISION (BENEFIT)
| | |
Year ended December 31, 2025 | | |
Year ended December 31, 2024 | |
| | |
| | |
| |
| Statutory rate | |
| 21.00 | % | |
| 21.00 | % |
| State tax | |
| | % | |
| 1.44 | % |
| SPAC exploration expenses | |
| - | % | |
| - | |
| SAFE note expenses | |
| | % | |
| -0.84 | % |
| Change in valuation allowance | |
| -11.98 | % | |
| -25.77 | % |
| Start up costs | |
| - | % | |
| 8.06 | % |
| Other | |
| 0.16 | % | |
| -1.20 | % |
| Earn out shares value adjustment | |
| 0.71 | % | |
| 3.60 | % |
| Warrant liability value adjustment | |
| 1.88 | % | |
| - | % |
| Success based fees | |
| - | % | |
| 2.78 | % |
| Stock based compensation | |
| -11.81 | % | |
| -2.37 | % |
| Sale of investments | |
| 0.19 | % | |
| - | % |
| Legal fees associated with stock issuance | |
| -0.15 | % | |
| -6.70 | % |
| Total | |
| - | | |
| - | |
The
effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows (in
dollars):
| | |
Year ended
December 31, 2025 | | |
Year ended
December 31, 2024 | |
| | |
| | |
| |
| Statutory rate | |
$ | (3,301,963 | ) | |
$ | (4,988,311 | ) |
| State tax | |
| - | | |
| (343,105 | ) |
| SPAC exploration expenses | |
| - | | |
| - | |
| SAFE note expenses | |
| - | | |
| 200,550 | |
| Change in valuation allowance | |
| 1,884,111 | | |
| 6,122,057 | |
| Start up costs | |
| - | | |
| (1,914,151 | ) |
| Other | |
| (25,490 | ) | |
| 285,233 | |
| Earn out shares value adjustment | |
| (110,880 | ) | |
| (856,002 | ) |
| Warrant liability value adjustment | |
| (295,932 | ) | |
| - | |
| Success based fees | |
| - | | |
| (661,500 | ) |
| Stock based compensation | |
| 1,856,609 | | |
| 563,884 | |
| Sale of investments | |
| (29,600 | ) | |
| - | |
| Legal fees associated with stock issuance | |
| 23,145 | | |
| 1,591,345 | |
| Total | |
$ | - | | |
$ | - | |
|