Note 10 – Income Taxes
The Company’s net deferred tax assets are as follows:
| As of December 31, | ||||||||
| 2016 | 2015 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryovers | $ | 133,545 | $ | 3,302 | ||||
| Other | 50,569 | - | ||||||
| Total deferred tax assets | 184,114 | 3,302 | ||||||
| Valuation allowance | (184,114 | ) | (3,302 | ) | ||||
| Deferred tax assets, net of allowance | $ | - | $ | - | ||||
The income tax provision (benefit) consists of the following:
| For the Period From | ||||||||
| For the Year Ended | September 21, 2015 (Inception) | |||||||
| December 31, 2016 | to December 31, 2015 | |||||||
| Federal | ||||||||
| Current | $ | - | $ | - | ||||
| Deferred | (180,812 | ) | (3,302 | ) | ||||
| State and Local | ||||||||
| Current | - | - | ||||||
| Deferred | - | - | ||||||
| Change in Valuation allowance | 180,812 | 3,302 | ||||||
| Income tax provision (benefit) | $ | - | $ | - | ||||
As of December 31, 2016, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of approximately $393,000 available to offset future taxable income. These NOLs expire beginning in 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change of control as defined under the regulations.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2016, the change in the valuation allowance was approximately $181,000.
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
| For the Period From | ||||||||
| For the Year Ended | September 21, 2015 (Inception) | |||||||
| December 31, 2016 | to December 31, 2015 | |||||||
| Statutory federal income tax rate | (34.0 | )% | (34.0 | )% | ||||
| State and local taxes, net of federal benefit | 0.0 | % | 0.0 | % | ||||
| Merger and acquisition cost | 21.0 | % | 0.0 | % | ||||
| Other | 0.5 | % | 0.0 | % | ||||
| Change in valuation allowance | 12.6 | % | 34.0 | % | ||||
| Income tax provision (benefit) | (0.1 | )% | 0.0 | % | ||||