Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2025

Intangible Assets and Goodwill [Abstract]

12. INTANGIBLE ASSETS AND GOODWILL

Intangible assets, which were recorded during the year ended December 31, 2025 in connection with the NAHD and Giant acquisitions (Note 11), is comprised of customer relationships, developed technology and trade names, and consisted of the following as of December 31, 2025:

	Trade Names			Developed Technology			Customer Relationships
Balance at December 31, 2024	$	-		$	-		$	-
Additions		1,100,000			1,700,000			3,300,000
Amortization expense		(46,904	)		(155,072	)		(163,726	)
Balance at December 31, 2025	$	1,053,096		$	1,544,928		$	3,136,274
Estimated useful lives		10 to 15 years			10 years			10 to 17 years

Amortization expense recognized on intangible assets during the year ended December 31, 2025 was $365,702. Amortization expense related to intangible assets was recorded within general and administrative expenses in the accompanying consolidated statements of operations.

Estimated future amortization expense for intangible assets held at December 31, 2025 is as follows:

Year ending December 31,	Total
2026	$	528,235
2027		528,235
2028		528,235
2029		528,235
2030		528,235
Thereafter		3,093,123
Total	$	5,734,298

The Company tests goodwill for impairment at the reporting unit level annually as of December 31, and more frequently if events or circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company has three reporting units, goodwill is allocated to the reporting unit that benefits from the synergies arising from each acquisition.

Changes in the carrying amount of goodwill during the year ended December 31, 2025 were as follows:

	Construction		SaaS		Oil & Gas		Total
Balance at December 31, 2024	$	-	$	-	$	-	$	-
Acquired		1,864,121		15,585,308		-		17,449,429
Impairments		-		-		-		-
Balance at December 31, 2025	$	1,864,121	$	15,585,308	$	-	$	17,449,429

The Company performed its annual goodwill impairment assessment as of December 31, 2025. For each reporting unit, the Company elected to perform a qualitative assessment to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount.

In performing this assessment, the Company considered the adverse conditions affecting the consolidated entity, including the substantial doubt about its ability to continue as a going concern described in Note 2, the consolidated gross loss, negative working capital, the full-cost ceiling write-down within the oil and gas operations, and the decline in the Company’s common stock price during the year. The Company determined that these conditions arose principally at the corporate holding-company level and within the oil and gas operations, which are not reporting units to which goodwill is assigned, and that they were not indicative of a decline in the fair value of the Construction and SaaS reporting units that carry goodwill.

The Company also considered the following factors specific to the reporting units carrying goodwill:

●

The SaaS and Construction reporting units were acquired during 2025, approximately 10 to 1 months prior to the testing date. The purchase prices in these arm’s-length transactions established the fair value of the acquired businesses in close proximity to the testing date, and management is not aware of events or changes in circumstances specific to these businesses since their acquisition that would indicate a decline in fair value below carrying amount.

●

Both reporting units have continued to perform as expected since acquisition. The operating losses reflected in the segment information are consistent with management’s plans for growth-stage businesses and were anticipated at the acquisition date; they do not represent unanticipated deterioration in the reporting unit’s performance.

●

As a corroborating indicator of fair value, the Company compared the aggregate carrying amount of its reporting units to the fair value of the consolidated entity implied by its market capitalization. The Company’s market capitalization substantially exceeded the aggregate carrying amount of its reporting units as of the testing date - notwithstanding the stockholders’ deficit at the consolidated level, which is attributable to corporate-level indebtedness rather than to the operating reporting units - indicating that the fair value of the reporting units exceeded their respective carrying amounts.

Based on the totality of these factors, the Company concluded that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount, and accordingly no goodwill impairment was recognized.