What changed in this filing

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Item 1. Financial Statements

2022-05-13 compared with 2021-11-10 · 366 added, 323 removed, 196 unchanged (78% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2022

December 31, 2021

Current Assets:

Accounts receivable, net

of allowance for doubtful accounts of $ 4,980 and $ 0 , respectively

Prepaid expenses and deferred

offering costs

Cash and cash equivalents

Investment in debt securities

Accounts receivable, net of allowance for doubtful accounts of $ 3,121

and $ 5,665 ,

Prepaid expenses and other

Total Current Assets

Fixed assets, net of accumulated depreciation

of $ 238,528 and $ 143,818 , respectively

Intangible assets, net

of accumulated amortization of $ 967,897 and $ 472,944 , respectively

Liabilities and Stockholders’

Equity (Deficit)

Fixed assets, net of accumulated depreciation of $ 384,447 and $ 284,216 , respectively

Goodwill and other indefinite lived intangibles

Other intangible assets, net of accumulated amortization of $ 1,442,814 and $ 1,205,379 , respectively

Operating lease right of use asset

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

Accounts payable and accrued

liabilities, related parties

Notes payable, net of discount

of $ 0 and $ 75,000 , respectively

payable - related party

Accounts payable and accrued liabilities

Borrowings under revolving line of credit

Loans payable

Operating lease liabilities

Total Current Liabilities

Notes payable - net of current portion

Notes payable - net

of current portion - related party

Loans payable, net of current portion

Operating lease liabilities, net of current portion

Total Liabilities

Commitments and Contingencies (Note 10)

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001

Stockholders’ Equity

Preferred stock, $ .0001 par value;

50,000,000 shares authorized;

- 0 - shares issued and outstanding

Common stock, $ .0001 par

Common stock, $ .0001 par value;

500,000,000 shares authorized;

25,926,923 and 17,199,912 shares issued and outstanding at September 30, 2021 and December

31, 2020, respectively

26,312,131 and 26,243,474 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid in capital

( 13,685,693 )

Accumulated deficit

( 20,605,906 )

Stockholders’ Equity (Deficit)

( 17,339,396 )

Liabilities and Stockholders’ Equity (Deficit)

Accumulated other comprehensive loss

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Operations

Three Months Ended

TOTAL REVENUES

3 unchanged sentences

Depreciation and amortization

COSTS AND EXPENSES

TOTAL COSTS AND EXPENSES

OPERATING LOSS

1 unchanged sentence

( 1,235,811 )

( 3,000,910 )

OTHER INCOME AND EXPENSES

Interest income

Interest expense

LOSS BEFORE INCOME TAXES

1 unchanged sentence

( 1,348,155 )

PROVISION FOR INCOME TAXES

$ ( 3,266,510 )

FOR INCOME TAXES

$ ( 1,348,155 )

NET LOSS PER SHARE

Basic and diluted

Basic and diluted weighted average number of common shares outstanding

Comprehensive Loss:

$ ( 3,266,510 )

$ ( 1,348,155 )

Other comprehensive loss:

Change in fair value of debt securities

Total comprehensive loss

$ ( 3,313,796 )

LOSS PER SHARE

Basic and diluted

Basic and diluted weighted

average number of common shares outstanding

$ ( 1,348,155 )

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Stockholders’ Equity (Deficit)

Preferred stock

Additional Paid-in

Comprehensive

Stockholder’s Equity

1 unchanged sentence

$ ( 7,956,000 )

Shares issued (net of subscription receivable)

Initial public offering, net of

expenses, shares

Stock based compensation

Stock based compensation, shares

Options granted

Sale of shares

Sale of shares, shares

Debt discount

Debt discount, shares

Issuance of acquisition shares

Issuance of acquisition shares, shares

Issuance of shares for technology

Issuance of shares for technology, shares

Issuance of bonus shares

Issuance of bonus shares, shares

Issuance of bonus and settlement shares

Issuance of bonus and settlement shares, shares

Warrants and shares to lender

Warrants and shares to lender, shares

Balance March 31, 2020

( 1,481,744 )

1 unchanged sentence

Options granted

Sale of shares

( 1,964,771 )

Balance June 30, 2020

$ ( 3,049,651 )

$ ( 176,903 )

Stock based compensation

Options granted

Balance September 30,

$ ( 3,773,835 )

$ ( 562,383 )

Balance December 31, 2020

$ ( 7,956,000 )

( 1,481,744 )

Stock based compensation

Options granted

Debt discount

5 unchanged sentences

$ ( 1,782,437 )

Stock based compensation

Options granted

Sale of shares

Issuance of shares for technology

Issuance of bonus shares

( 2,007,935 )

Balance June 30, 2021

$ ( 11,312,090 )

Balance December 31, 2021

$ ( 17,339,396 )

Initial public offering, net of

Stock based compensation

Options granted

Issuance of acquisition shares

Issuance of bonus and settlement shares

Warrants and shares to lender

Consideration for acquisition

Other comprehensive loss

( 3,266,510 )

Balance September 30,

Balance March 31, 2022

$ ( 20,605,906 )

2 unchanged sentences

Consolidated Statements of Cash Flows

September 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 1,348,155 )

Adjustments to reconcile net loss to net cash

provided by/(used in) operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Warrants and shares to lender

Change in fair market value

Loss on settlement

Depreciation and amortization

Amortization of debt discount

Amortization of bond premium

Bad debt expense

PPP loan forgiveness

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and deferred offering costs

Prepaid expenses and other

Operating lease assets and liabilities

Accounts payable and accrued expenses

Accounts payable and

accrued expenses - related party

Accounts payable and accrued expenses - related party

Net cash used in operating activities

1 unchanged sentence

Cash flows from investing activities:

Acquisition of fixed

Acquisition of business

Acquisition of fixed assets

( 1,271,548 )

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from Initial Public Offering

Initial Public Offering expenses

( 1,592,798 )

Proceeds from issuance of common stock

Cash flows from financing activities:

Borrowings under line of credit

Proceeds from issuance of debt

1 unchanged sentence

Repayment of debt

( 2,172,010 )

Repayment of related

( 1,848,399 )

Repayment of related party debt

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

cash at end of period

( 2,989,493 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents cash at end of period

Noncash investing and financing activity:

Debt discount

Acquisition of Neighborhood Fuel

Issuance of acquisition, bonus and settlement

Vehicles acquired with notes

Shares issued for technology

Issuance of acquisition, bonus and settlement shares

Supplemental disclosure of cash flow information:

4 unchanged sentences

to Consolidated Financial Statements

the nine months ended September 30, 2021 and 2020

the three months ended March 31, 2022 and 2021

Nature of Organization and Summary of Significant Accounting Policies

4 unchanged sentences

Its wholly-owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.

Public Offering

September 2021, the Company issued 7,187,500 shares in its initial public offering (“IPO”) at a price of $ 4.00 per share,

for net proceeds of approximately $ 25,250,000 after deducting underwriting discounts and commissions of $ 2,406,250 and expenses of $ 1,093,750 .

Immediately prior to the IPO, all shares of stock then outstanding converted into an aggregate of 18,750,000 shares of common stock following

a one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders.

Interim Financial Statements

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are adequate for interim reporting, these interim financial statements should be read in conjunction with the consolidated audited financial

statements and notes thereto as of and for the year ended December 31, 2020 included in the Company’s final prospectus dated September

14, 2021, filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Company’s Registration

Statement on Form S-1 (File No.

333-256691), filed with the SEC.

In the opinion of management, all adjustments and eliminations, consisting

of normal recurring adjustments, necessary for a fair representation of the Company’s financial statements for the interim period

reported, have been included.

The results for the three and nine months ended September 30, 2021, are not necessarily indicative of results

to be expected for the year ending December 31, 2021, or for any other interim period or for any future year.

statements and notes thereto as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 9, 2022.

In the opinion of management,

all adjustments and eliminations, consisting of normal recurring adjustments, necessary for a fair representation of the Company’s

financial statements for the interim period reported, have been included.

The results for the three months ended March 31, 2022, are

not necessarily indicative of results to be expected for the year ending December 31, 2021, or for any other interim period or for any

preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates

3 unchanged sentences

and assumptions made by management include allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation

lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used

in Black-Scholes valuation models related to stock options and warrants.

Actual results could differ from those estimates as the current

economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used in Black-Scholes

valuation models related to stock options and warrants.

Actual results could differ from those estimates as the current economic environment

has increased the degree of uncertainty inherent in these estimates and assumptions.

and Cash Equivalents

Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.

At September 30, 2021 and December 31, 2020, the Company had $ 20,650,989 and $ 882,870 in cash and cash equivalents, respectively, of

which $ 250,000 was federally insured.

At March 31, 2022 and December 31, 2021, the Company had $ 10,571,774 and $ 13,561,266 in cash and cash equivalents, respectively.

Available-for-sale

debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a

component of other comprehensive income (loss).

Realized gains and losses and charges for other-than-temporary impairments are

included in determining net income, with related purchase costs based on the first-in, first-out method.

The Company evaluates its

available-for-sale-investments for possible other than-temporary impairments by reviewing factors such as the extent to which, and

length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial

condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover.

For impairments that are other-than temporary, an impairment loss is recognized in earnings equal to the difference between the

investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made.

fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent

recoveries in fair value.

following is a summary of the unrealized gains, losses, and fair value by investment type as of March 31, 2022:

Schedule of Unrealized Gains, Losses, and Fair Value

Amortized Cost

Gross Unrealized

Gross Unrealized Losses

Corporate bonds

Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad

4 unchanged sentences

Accounts are written off against the allowance after all attempts to collect a receivable have failed.

At September 30, 2021 and December 31, 2020, the allowance was $ 4,980 and $ 0 respectively in the consolidated financial statements.

At March 31, 2022 and December 31, 2021, the allowance was $ 3,121

respectively in the consolidated financial statements.

is valued at the lower of the inventory’s cost or market using the first-in, first-out method.

2 unchanged sentences

consists solely of fuel.

At September 30, 2021 and December 31, 2020, the allowance was $ 0 in the consolidated financial statements.

Cost of sales includes the cost of fuel sold and wages paid to drivers.

At March 31, 2022 and December 31, 2021, the allowance was $ 0 in the consolidated financial statements.

of sales includes the cost of fuel sold and wages paid to drivers.

Concentrations

the nine months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 58 % and 31 % of revenue, respectively.

For the three months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 60 % and 49 % of revenue,

respectively.

Company had one customer that made up 39 % of accounts receivable as of September 30, 2021, and 68 % accounts receivable as of December

the three months ended March 31, 2022 and 2021, the Company had one customer that made up approximately 49 % and 55 % of revenue, respectively.

Company had three customers that made up 27 %, 22 % and 10 % of accounts receivable as of March 31, 2022, and two customers that made up

37 % and 23 % of accounts receivable as of December 31, 2021.

Company purchases substantially all of its fuel from one vendor.

Offering Costs

Company includes offering costs directly associated with its IPO in prepaid expenses and deferred offering costs in the consolidated

balance sheet.

Deferred offering costs were offset against additional paid in capital upon completion of the offering.

As of September

30, 2021 and December 31, 2020, the Company recorded $ 0 and $ 153,597 respectively, to deferred offering costs.

Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”)

assets and operating lease liabilities in our consolidated balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

The Company uses an incremental borrowing rate based on the estimated rate of interest for

collateralized borrowing over a similar term of the lease payments at commencement date.

The lease payments used to determine the Company’s

operating lease asset may include lease incentives and stated rent increases.

Our lease term may include the option to extend or terminate

the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for lease payments is recognized on

a straight-line basis over the lease term.

costs are expensed as incurred.

The Company incurred advertising costs for the nine months ended September 30, 2021 and 2020 of approximately

$ 86,775 and $ 24,136 , respectively.

The Company incurred advertising costs for the three months ended September 30, 2021 and 2020 of approximately

The Company incurred advertising costs for the three months ended March 31, 2022 and 2021 of approximately

$ 188,591 and $ 24,837 , respectively.

10 unchanged sentences

FASB ASC 260, Earnings per Share , requires a dual presentation of basic and diluted earnings per

Any instruments that would have an anti-dilutive effect have been excluded from the computation

of earnings per share.

The number of such shares excluded from the computations of diluted loss per share are as follows:

of Shares Excluded from the Computations of Diluted Loss Per Share

Any instruments that would have an anti-dilutive effect have been excluded from the computation of earnings per share.

of such shares excluded from the computations of diluted loss per share are as follows The number of such shares excluded from the computations

of diluted loss per share are calculated under the treasury stock method for the three months ended March 31, 2021 and 2020, respectively:

Schedule of Shares Excluded from the Computations of Diluted Loss Per Share

Three months ended

Stock options

under treasury stock method

Acquisition and bonus shares

Shares Excluded from the Computations of Diluted Loss Per Share

Reclassifications

reclassifications of prior year amounts have been made to be consistent with the current year presentation.

Going concern

Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States

2 unchanged sentences

the Company has relied on loans from stockholders and others as well as stock sales to fund its activities to date.

For the nine months

ended September 30, 2021, the Company had a net loss of $ 5,729,693 .

At September 30, 2021, the Company had an accumulated deficit of

$ 13,685,695 and a working capital surplus of $ 19,513,448 .

The Company anticipates that it will continue to incur losses in future

periods until the Company is successful in significantly increasing its revenues, if ever.

However, the Company has mitigated the previously

reported going concern issue by raising approximately $ 25,250,000 in net proceeds from its Initial Public Offering.

For the quarter ended

March 31, 2022, the Company had a net loss of $ 3,266,510 .

At March 31, 2022, the Company had an accumulated deficit of $ 20,605,906 and

a working capital surplus of $ 12,747,827 .

The Company anticipates that it will continue to generate operating losses and use cash in

operations through the foreseeable future.

September 2021, the Company completed its Initial Public Offering and raised $ 25,250,000

in net proceeds after deducting the underwriting

discount and offering expenses.

The Company expects that its cash on hand will fund its operations for approximately 12-14 months

after the issuance date of these financial statements.

However, since inception, the Company’s operations have primarily been funded

through proceeds received in equity and debt financings.

The Company anticipates that it will need to raise additional capital in order

to fund its operations.

There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain

profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required

to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds

will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to

enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances that, in the event that we require additional financing, such financing will be available on terms which are

favorable to us, or at all.

If we are unable to raise additional funding to meet our working capital needs in the future, we will be

forced to delay, reduce or cease our operations.

Related Party Transactions

the nine months ended September 30, 2021 and 2020, Company issued 26,573 and 106,291 shares of common stock to executives as a signing

bonus, respectively, and recorded related stock-based compensation expense of $ 100,000 and $ 400,000 , respectively.

the three months ended March 31, 2021, Company issued 26,573 shares of common stock to an executive as a signing bonus and recorded related

stock compensation expense of $ 100,000 .

During the three months ended March 31, 2022, the Company issued 160,219 shares of restricted

stock and 396,511 stock options to executives.

Total stock compensation expense of $ 475,000 is being recorded over the vesting period.

In addition, 22,321 shares of vested stock and 125,951 vested stock options were granted to a former executive for which stock compensation

expense of $ 112,500 was recorded.

The aforementioned grants were made pursuant to the Company’s 2020 Incentive Compensation

Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc.

Pursuant to the Consulting Agreement, Balance

Labs will provide consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance

Labs is providing consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance

with, negotiating and entering agreements with potential fleet, residential, marine and corporate customers that Balance Labs has relationships

Balance Labs will also assist with the Company’s expansion efforts.

Under the Consulting Agreement, in payment of

services that Balance Labs had already provided, the Company issued Balance Labs 265,728 shares of its common stock in November

Upon the completion of the Company’s IPO, the Company made a one-time payment of $ 200,000 to Balance Labs.

During the first

year of the term of the Consulting Agreement, the Company will pay Balance Labs $ 25,000 per month.

In the second year of the agreement,

the payment will decrease to $ 22,500 per month.

On each anniversary of the initial term and the renewal terms the Company will issue

Balance Labs 132,905 shares of its common stock.

Balance Labs is also assisting with the Company’s expansion efforts.

Under the Consulting Agreement, in payment of services

that Balance Labs had already provided, the Company issued Balance Labs 265,728 shares of its common stock in November 2020.

completion of the Company’s IPO, the Company made a one-time payment of $ 200,000 to Balance Labs.

During the first year of the

term of the Consulting Agreement, the Company paid Balance Labs $ 25,000 per month.

In the second year of the agreement, the payment decreased

to $ 22,500 per month.

On November 18, 2021 and each anniversary of the initial term and the renewal terms, the Company will issue Balance

Labs 132,905 shares of its common stock.

The term of the Consulting Agreement is for two years.

The President, CEO, CFO

and Chairman of the Board of Balance Labs is also the former president of the Company and beneficially owns approximately 26 % of the

Company’s common stock as of September 30, 2021.

The President, CEO, CFO and Chairman

of the Board of Balance Labs is also the former president of the Company and beneficially owns approximately 26 % of the Company’s

common stock as of March 31, 2021.

Company is party to a technology license agreement with Fuel Butler LLC, which is owned 20 % by an executive of the Company.

All related party debt was repaid in September 2021.

assets consisted of the following:

of Fixed Assets

Schedule of Fixed Assets

March 31, 2022

December 31, 2021

Fixed assets:

Leasehold improvements

Office furniture

Office equipment

Vehicle construction in process

Total fixed assets

Accumulated depreciation

Fixed assets, net

expense totaled $ 94,710 and $ 77,076 for the nine months ended September 30, 2021 and 2020, respectively.

Depreciation expense totaled

$ 35,504 and $ 37,314 for the three months ended September 30, 2021 and 2020, respectively.

expense totaled $ 100,230 and $ 28,760 for the three months ended March 31, 2022 and 2021, respectively.

Intangible Assets

assets consisted of the following:

of Intangible Assets

Schedule of Intangible Assets

March 31, 2022

December 31, 2021

Indefinite lived intangible assets:

2 unchanged sentences

Customer list

Loading rack license

Technology license

Total other intangible assets

Total other intangible

Accumulated amortization

( 1,442,814 )

( 1,205,379 )

Total other intangible assets, net

April 7, 2021, the Company entered into a Technology License Agreement, under which the Company licensed certain proprietary technology.

3 unchanged sentences

Upon completion

of the Company’s IPO, 186,010 shares were due to the licensor and the related amount of $ 700,000 is included in accounts payable

and accrued liabilities – related parties.

The Company will issue up to 730,752 additional shares to the licensor upon the achievement

of certain milestones.

In addition, the Company has granted stock options for 531,456 shares at an exercise price of $ 3.76 per share

that will become exercisable for three years after the end of the fiscal year in which certain sales levels are achieved using the licensed

The Company has the option for four years after the achievement of certain milestones to either acquire the technology or

acquire the licensor for the purchase price of 1,062,913 of its common shares.

Until the Company exercise one of these options, it will

share with the licensor 50% of pre-revenue costs and 50% of the net revenue, as defined, from the use of the technology.

expense on intangible assets totaled $ 494,953 and $ 247,159 for the nine months ended September 30, 2021 and 2020, respectively.

expense on intangible assets totaled $ 202,484 and $ 89,984 for the three months ended September 30, 2021 and 2020, respectively.

amortization schedule for intangible assets as of September 30, 2021 is as follows:

of Amortization for Intangible Assets

2021 (October-December)

of the Company’s IPO, 186,010 shares were issued to the licensor.

The Company will issue up to 730,752 additional shares to the

licensor upon the achievement of certain milestones.

In addition, the Company has granted stock options for 531,456 shares at an exercise

price of $ 3.76 per share that will become exercisable for three years after the end of the fiscal year in which certain sales levels

are achieved using the licensed technology.

The Company has the option for four years after the achievement of certain milestones to

either acquire the technology or acquire the licensor for the purchase price of 1,062,913 of its common shares.

Until the Company exercise

one of these options, it will share with the licensor 50% of pre-revenue costs and 50% of the net revenue, as defined, from the use of

the technology.

See Note 11 for

details of intangibles from an acquisition during the three months ended March 31, 2022.

expense on intangible assets totaled $ 237,434 and $ 89,984 for the three months ended March 31, 2022 and 2021, respectively.

amortization schedule for intangible assets as of March 31, 2022 is as follows:

Schedule of Future Amortization Expense for Intangible Assets

2022 (April to December)

Accounts Payable and Accrued Liabilities

Company had accounts payable and accrued liabilities as follows:

of Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued

Schedule of Accounts Payable and Accrued Liabilities

March 31, 2022

December 31, 2021

Accounts Payable and Accrued Liabilities:

Accounts payable

Accrued payroll

Accrued expenses

Total Accounts Payable

and Accrued Liabilities

Accounts Payable and Accrued

Liabilities – Related Parties:

Settlement payable

Acquisition consideration

payable in shares

Shares payable to technology

and performance bonus payable in shares

Total Accounts Payable

and Accrued Liabilities, Related Parties

Notes Payable

Total Accounts Payable and Accrued Liabilities

Line of Credit

December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty

Agreement (the “Line of Credit”) with City National Bank of Florida.

Pursuant to the revolving Line of Credit, the Company

may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank.

The Credit Limit was approximately

$ 12.1 million and $ 16.2

million at March 31, 2022 and December 31, 2021, respectively.

Outstanding borrowings were $ 152,500

and $ 0 as of March

31, 2022 and December 31, 2021, respectively.

To secure the repayment of the Credit Limit, the Bank will have a first priority lien and

continuing security interest in the securities held in the Company’s investment portfolio with the Bank.

The amount outstanding

under the Line of Credit shall bear interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect

Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was 1.75 %

at March 31, 2022 and 1.5 0%

at December 31, 2021.

The Bank may, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding.

Company has entered into various loans for the purchase of vehicles in the ordinary course of business.

Each loan is secured by the vehicle

that is financed.

One of the lenders has provided a commercial line of credit of $ 2.4 million, under which approximately $ 1.3 million

remained available as of March 31, 2022 for the financing of vehicles under retail installment contracts before June 30, 2022.

loans under the commercial line of credit and from other sources have interest rates that range from 3.5 % to 7.4 % (primarily 3.5 %).

November 24, 2020, the Company issued a note payable in the amount of $ 1,000,000 ;

3 unchanged sentences

of the terms of the loan, the note holder was issued 100,000 shares of common stock.

The Company exercised the option to extend

the loan from April 21, 2021, to August 21, 2021, and issued 10,000 shares to the note holder for each monthly extension.

The Company exercised the option to extend the loan

from April 21, 2021, to August 21, 2021, and issued 10,000 shares to the note holder for each monthly extension.

March 10, 2021, the Company borrowed a total of $ 300,000 and issued promissory notes for $ 100,000 to each of three related parties.

4 unchanged sentences

Company’s common stock for a total of 30,000 shares.

April 16, 2021, the Company issued a promissory note to a lender for $ 1,166,000 , including $ 66,000 of interest at the rate of 8 % per

The loan maturity was the earlier of January 16, 2022 or two weeks after the Company’s initial public offering.

the loan matured earlier than January 16, 2022 , the full amount of interest for the nine-month term was due.

As additional

consideration for the loan, the Company granted the lender 400,000 shares in stock warrants, each of which may be exchanged for one share

common stock of the stock offered to the public in the Company’s initial public offering, at a price of 125 % of the offering price

of such initial public offering.

Such warrants may, be need not, be exercised by the lender for a period of three years from their issuance.

June 25, 2021, the Company issued promissory notes to two related parties for $ 265,958 each, including an original issue discount of

The notes each bore interest at 1 % per month on the unpaid principal balance.

The notes matured on the earlier of December 25,

2021 , or the consummation of the Company’s initial public offering.

July 26, 2021, the company issued promissory notes to two related parties for $ 132,979 each, including an original issue discount of

The notes bore interest at 1 % per month on the unpaid principal balance.

The notes matured on the earlier of January 26, 2022 ,

or the consummation of the Company’s initial public offering.

August 18, 2021, the Company issued a promissory note to a related party in the amount of $ 265,000 , including an original issue discount

of $ 15,000 .

The note bore interest at 12 % per year and all interest accrued until the Maturity date.

The maturity date of the note was

August 18, 2022 , however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal

and interest through August 18, 2022, was immediately due and payable within two business days of such occurrence.

August 19, 2021, the Company issued a promissory note to a lender in the amount of $ 265,000 , including an original issue discount of

The note bore interest at 12 % per year and all interest accrued until the Maturity date.

The maturity date of the note was

August 19, 2022 , however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 19, 2022, was immediately due and payable within two business days of such occurrence.

debt except for vehicle loans was repaid in September 2021 after the consummation of the Company’s IPO.

Amounts remaining

in debt discount were included in interest expense.

of debt as of September 30, 2021 are as follows:

of Maturities of Long-Term Debt

2021 (September to December)

April 20, 2020, the Company received loan proceeds in the amount of $ 154,673 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to

qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.

The loans and accrued

interest are forgivable after eight weeks provided the borrower uses the loan proceeds for eligible purposes, including payroll, benefits,

rent and utilities, and maintains its payroll levels.

The amount of loan forgiveness will be reduced if the borrower terminates employees

or reduces salaries during the eight-week period.

September 17, 2021, 100 % of the PPP loan in the amount of $ 154,673 and accrued interest was forgiven by the SBA, and no repayment

Shareholders Equity

of debt as of March 31, 2022 are as follows:

Schedule of Maturities of Long-Term Debt

2022 (April to December)

shares include 500 million common shares and 50 million preferred shares.

Immediately prior to the Company’s IPO in September 2021, all shares of common stock then outstanding converted into an

aggregate of 18,750,000 shares of common stock following a one for 3.763243 reverse stock split approved by the Company’s board

of directors and its shareholders.

On August 1, 2020, the Company’s

board of directors approved the EzFill Holdings, Inc.

2020 Equity Incentive Plan (Plan), which plan has also been approved by the Company’s

shareholders.

The Company has reserved 1,913,243 of its outstanding shares of common stock for issuance under the Plan.

Participation

in the Plan will continue until the benefits to which the participants are entitled have been paid in full.

the nine months ended September 30, 2021, 30,559 shares of common stock were sold for cash proceeds of $ 115,000 .

the nine months ended September 30, 2021 and 2020, Company issued 26,573 and 106,291 shares of common stock to executives as a signing

bonus, respectively, and recorded related stock-based compensation expense of $ 100,000 and $ 400,000 , respectively.

the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 345,000 and $ 582,000 , respectively

related to shares granted for sponsorships and $ 310,000 and $ 0 , respectively related to shares granted to Board members and consultants.

April 11, 2019, the Company entered into an employment agreement with a former owner of a business sold to the Company.

Stock compensation

of $ 57,063 was recognized for the nine months ended September 30, 2021 and 2020, respectively, based on the fair value

of shares at April 11, 2019.

the nine months ended September 30, 2021, the Company issued 502,835 shares related to accrued bonuses, acquisitions and settlements

that had previously been accrued in 2020.

Options and Warrants

following table represents option activity during the nine months ended September 30, 2021:

of Option Activity

Weighted Average

Immediately prior to the Company’s IPO in September

2021, all shares of common stock then outstanding converted into an aggregate of 18,750,000 shares of common stock following a one

for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders .

August 1, 2020, the Company’s board of directors approved the EzFill Holdings, Inc.

2020 Equity Incentive Plan (Plan), which plan

has also been approved by the Company’s shareholders.

The Company has reserved 1,913,243 of its outstanding shares of common stock

for issuance under the Plan.

the three months ended March 31, 2021, the Company issued 54,474 shares of common stock to executives and other employees as a signing

The Company recorded stock-based compensation expense of $ 205,000 .

the three months ended March 31, 2021, the Company issued 16,807 and 26,573 shares of common stock for sponsorship and consulting services,

respectively.

The Company recorded stock-based compensation expense of $ 163,249 .

the three months ended March 31, 2021, the Company issued 159,437 shares related to an acquisition that had previously been accrued in

the three months ended March 31, 2022, the Company issued 10,000 shares to a consultant for services rendered over the preceding three

During the three

months ended March 31, 2022, the Company issued 40,323 shares to the sellers of the assets of Full Service Fueling.

total of 237,500

shares of restricted stock were granted

to employees during the three months ended March 31, 2022.

The restricted shares vest over periods from two to three years and are being

recognized as expense on a straight-line basis over the vesting period of the awards.

A total expense of $ 368,162

was recorded for the three months ended March

31, 2022 related to restricted shares.

A summary of the restricted stock activity is presented as follows:

Schedule of Restricted Stock Activity

Weighted Average

Contractual Term

Vested and Exercisable at December

Vested and Exercisable

at September 30, 2021

to certain sponsorship agreements, during the nine months ended September 30, 2021, 27,239 stock options were granted.

As of September

30, 2021, there was a total of 175,384 stock options outstanding, all vested, of which 74,404 were granted to founders in connection

with promissory notes issued by the Company and 100,980 granted in connection with sponsorship agreements.

The options are exercisable

for five years from the dates of grant, which were from July 2019 to September 2021.

The options all vested immediately upon grant and

have exercise prices ranging from $ 0.64 to $ 2.26 .

The options with sponsors could terminate earlier than five years if certain conditions

One of the sponsorship agreements was terminated effective February 2021.

The remaining sponsor received 1,550 options per month

until the Company completed its IPO, after which the sponsor will be granted fully vested shares for $ 3,500 per month based on

the closing share price on the date of each grant.

fair value of the stock options granted during the nine months ended September 30, 2021, of $ 74,733 was determined using the Black-Scholes

option pricing model with the following assumptions:

i) risk free interest rate of approximately 2 %, ii) expected life of 5 years, iii)

dividend yield of 0 %, iv) expected volatility of approximately 79 %.

intrinsic value of options outstanding at September 30, 2021 and December 31, 2020 was approximately $ 350,000 and $ 307,000 , respectively.

Outstanding at

December 31, 2021

March 31, 2022

Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate.

The reduction of stock compensation

expense related to the forfeitures was $ 1,221 for the three months ended March 31, 2022.

stock compensation expense related to restricted stock was approximately $ 709,000 as of March 31, 2021, which will be recognized over

a weighted-average period of 0.74 years.

Options and Warrants

following table represents stock option activity during the three months ended March 31, 2022:

of Stock Option Activity

Remaining Contractual

Exercise Price

Outstanding at December 31, 2021

Options granted

Outstanding at March 31, 2022

Exercisable at March 31, 2022

During the three months ended March 31, 2022, the Company granted a total of 522,462 stock options to executives with an exercise price of $ 1.26 and a term of 8 years .

The options vest 1/3 per year after each of the first three years.

The fair value of the stock options of $ 350,000 was determined using the Black-Scholes option pricing model with the following assumptions:

Schedule of Fair Value Assumptions

March 31, 2022

Unrecognized stock

compensation expense related to stock options was approximately $ 243,000 as of March 31, 2021, which will be recognized over a weighted-average

period of 2.75 years .

underwriter’s representatives for the Company’s IPO received warrants to purchase up to 359,375 shares.

are exercisable from March 14, 2022 until September 14, 2026 at an exercise price of $ 5.00 per share.

amount of approximately $ 198,000 was included in interest expense for the third quarter of 2021 for 106,291 warrants issued to

a lender that became exercisable upon the Company’s IPO.

The warrants are exercisable until September 14, 2024 , at $ 5.00 per share.

Commitments and Contingencies

The warrants are

exercisable from March 14, 2022 until September 14, 2026 at an exercise price of $ 5.00 per share.

April 2021, the Company issued 106,291 warrants to a lender in connection with a loan that has been repaid.

The warrants are exercisable

until September 14, 2024 , at $ 5.00 per share.

intrinsic value of options and warrants outstanding at March 31, 2022 and December 31, 2021 was $ 0 and $ 0 , respectively.

and Contingencies

Company is subject to litigation claims arising in the ordinary course of business.

3 unchanged sentences

for potential insurance or third-party recoveries.

As of September 30, 2021, and December 31, 2020, the Company is not aware of any litigation,

As of March 31, 2022, and December 31, 2021, the Company is not aware of any litigation,

pending litigation, or other transactions that would require accrual or disclosure under GAAP.

Company is renting office space on a short-term arrangement and the related lease commitment is not material to the consolidated financial

income before taxes was negative for the nine months ended September 30, 2021.

Tax expense for the nine months ended September 30, 2021

and 2020 was $ 0 .

December 3, 2021, the Company signed a lease for 5778 square feet of office space, for occupancy

January 1, 2022.

The lease term is 39 months and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses

and sales tax.

The base rent of $ 14,743 including sales tax was abated for months 1, 13 and 25 of the lease and is subject to a 3% increase.

An initial Right of Use (“ROU”) asset of $ 735,197 was recognized as a non-cash asset addition with the adoption of the lease

accounting standard.

Cash paid for amounts included in the present value of operating lease liabilities was $ 50,577 for the quarter ended

March 31, 2022, and is included in cash flows from operating activities in the accompanying consolidated statement of cash flows.

operating lease expense for this lease was $ 61,444 for the quarter ended March 31, 2022 and is included in operating expenses in the

consolidated statements of operations.

minimum payments under non-cancellable leases as of March 31, 2022 were as follows:

Schedule of Future Minimum Payments Under Non-Cancellable Leases

Future Minimum Payments

2022 (April 1 to December 31)

Total undiscounted operating leases payments

Imputed interest

Present Value of Operating Lease Liabilities

Other Information

Weighted-average remaining lease term

Weighted-average discount rate

a practical expedient, short-term leases with an initial term of 12 months or less are excluded from the consolidated balance sheets

and charges from these leases are expensed as incurred.

The Company has

offices at several of its operations locations under leases that are cancellable upon short notice.

Total rent expense for these leases

(including the prior headquarters office) was $ 36,852 and $ 9,227 for the quarters ended March 31, 2022 and 2021, respectively.

income before taxes was negative for the three months ended March 31, 2022.

Tax expense for the three months ended March 31, 2022 and

2021 was $ 0 .

Company reviews its filing positions for all open tax years in all U.S.

7 unchanged sentences

and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.

Subsequent Events

March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling

service provider, for (a) a net amount of $ 321,250 cash after a credit of $ 3,750 , and (b) 40,323 common shares, with a value of $ 50,000

based upon the Company’s closing stock price on the NASDAQ on the date immediately preceding the Closing Date.

Further, the Purchase

Agreement includes provisions wherein the Company agrees to utilize Seller’s affiliate Palmdale Oil Company, Inc.

as one if its main fuel suppliers throughout the state of Florida, with preferred pricing on all fuel purchases.

Palmdale will also provide

the Company with access to vehicle parking at their locations throughout the state in order to support the expansion of the Company’s

mobile fueling business.

This acquisition was considered an acquisition of a business under ASC 805.

summary of the purchase price allocation at fair value is below.

Schedule of Purchase Price Allocation at Fair Value

Customer list

Loading rack license

Other identifiable intangibles

Purchase Allocation

purchase price was paid as follows:

of Business Acquisitions by Acquisition Issued or Issuable

Purchase Allocation

vehicles and the identifiable intangibles will be depreciated and amortized over their estimated useful lives.

Transaction costs related

to the acquisition were not material.

results of operations for the quarter ended March 31, 2022 include approximately $ 13,000 of revenue and $ 3,000 net loss related to the

acquired business since the March 11, 2022 acquisition date.

accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc.

and Full Service Fueling

for the year ended December 31, 2021 assuming the acquisition occurred on January 1, 2021.

of Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2021

Summary Statement of Operations

EzFill Holdings

Full Service Fueling

$ ( 9,383,397 )

$ ( 122,507 )

$ ( 9,505,904 )

Net Loss per common share – basic and diluted

Weighted average common shares – basic and diluted

Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued.

completion of the Company’s IPO, 186,010 shares were due to the licensor of technology to the Company.

were issued on October 15, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements