What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-21 compared with 2023-05-04 · 1293 added, 633 removed, 133 unchanged (94% of the section changed)

1 unchanged sentence

Holdings, Inc.

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

Holdings, Inc.

and Subsidiary

Consolidated Balance Sheets

March 31, 2023

June 30, 2023

December 31, 2022

Current Assets

Cash and cash equivalents

Investment in debt securities

Accounts receivable, net of allowance for doubtful accounts of $ 2,716 and $ 0 , respectively

Prepaid expenses and other

Accounts receivable - net

Prepaids and other

Total Current Assets

Fixed assets, net of accumulated depreciation of $ 1,407,767 and $ 1,134,680 , respectively

Property and equipment - net

Operating lease - right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable and accrued liabilities

Borrowings under revolving line of credit

Loans payable - current

Operating lease liabilitie - current

Accounts payable and accrued expenses

Line of credit

Notes payable – net

Notes payable – related party

Operating lease liability

Total Current Liabilities

Loans payable, net of current portion

Operating lease liabilities, net of current portion

Long Term Liabilities

Notes payable

Operating lease liability

Total Long Term Liabilities

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001 par value;

5,000,000 shares authorized;

0 shares issued and outstanding

Common stock, $ .0001 par value;

Stockholders’ Equity

Preferred stock - $ 0.0001

shares authorized none issued and outstanding, respectively

Common stock - $ 0.0001

par value, 50,000,000

shares authorized 3,791,332

3,350,577 and 3,335,674 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively

shares issued and 3,641,332

shares outstanding at June 30, 2023 and 3,335,674 shares issued and outstanding at December 31, 2022

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive loss

Total Stockholders’ Equity

Total Redeemable Common Stock and Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

accompanying notes are an integral part of these unaudited consolidated financial statements

Holdings, Inc.

Consolidated Statements of Operations

Three Months Ended

TOTAL REVENUES

COSTS & EXPENSES

and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Costs and Expenses

Cost of sales

Operating expenses

General and administrative expenses

Depreciation and amortization

Total Costs and Expenses

OPERATING LOSS

Loss from operations

( 2,162,264 )

( 3,866,503 )

OTHER INCOME AND EXPENSES

( 4,469,446 )

( 7,136,260 )

Other income (expense)

Interest income

Interest and other expense

LOSS BEFORE INCOME TAXES

Interest expense

Loss on sale of marketable debt securities

Total other income (expense) - net

$ ( 2,468,811 )

$ ( 3,872,670 )

PROVISION FOR INCOME TAXES

$ ( 4,817,582 )

$ ( 7,139,180 )

NET LOSS PER SHARE

Basic and diluted

Basic and diluted weighted average number of common shares outstanding

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

Comprehensive loss:

1 unchanged sentence

$ ( 3,872,670 )

Other comprehensive loss:

$ ( 4,817,582 )

$ ( 7,139,180 )

Change in fair value of debt securities

2 unchanged sentences

$ ( 3,889,878 )

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

$ ( 4,817,582 )

$ ( 7,203,674 )

accompanying notes are an integral part of these unaudited consolidated financial statements

Holdings, Inc.

Consolidated Statements of Stockholders’ Equity

Comprehensive

Stockholder’s

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30,

Preferred Stock

Other Comprehensive

Stockholders’

December 31, 2022

$ ( 34,845,161 )

based compensation – related party

based compensation – other

Consideration

for acquisition

comprehensive loss

Stock based compensation - related parties

Stock based compensation - other

Stock sold for cash (ATM) - net of offering costs

Cash paid for direct offering costs

Unrealized gain on debt securities

( 2,348,771 )

2 unchanged sentences

( 37,193,932 )

Stock based compensation - related parties

Stock based compensation - other

Stock issued as debt issue costs

Stock issued as debt issue costs (contingent shares)

Unrealized gain on debt securities

( 2,468,811 )

June 30, 2023

$ ( 39,662,743 )

Preferred Stock

Other Comprehensive

Stockholders’

December 31, 2021

$ ( 17,339,396 )

based compensation – related party

based compensation – other

sold under ATM

comprehensive loss

Stock based compensation - related party

Stock based compensation - other

Stock sold for cash (ATM) - net

Consideration for acquisition

Unrealized loss on debt securities

( 3,266,510 )

2 unchanged sentences

( 20,605,906 )

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

Holding, Inc.

Balance, value

( 20,605,906 )

Stock based compensation - other

Unrealized loss on debt securities

( 3,872,670 )

June 30, 2022

$ ( 24,478,576 )

Balance, value

$ ( 24,478,576 )

accompanying notes are an integral part of these unaudited consolidated financial statements

Holdings, Inc.

and Subsidiary

Consolidated Statements of Cash Flows

Three Months Ended

Cash flows from operating activities:

For the Six Months Ended June 30,

Operating activities

$ ( 4,817,582 )

$ ( 7,139,180 )

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

Stock based compensation

Adjustments to reconcile net loss to net cash used in operations

Depreciation and amortization

Amortization of bond premium and realized loss on investments

Amortization of bond premium and realized loss on investments in debt securities

Amortization of operating lease - right-of-use asset

Amortization of debt discount

Bad debt expense

Stock issued for services

Stock issued for services - related parties

Changes in operating assets and liabilities

(Increase) decrease in

Accounts Receivable

Prepaid expenses and other

Operating lease assets and liabilities

Prepaids and other

Increase (decrease) in

Accounts payable and accrued expenses

Operating lease liability

Net cash used in operating activities

1 unchanged sentence

( 6,028,287 )

Cash flows from investing activities:

Maturity and sale of debt securities

Investing activities

Proceeds from sale of marketable debt securities

Acquisition of business

Acquisition of fixed assets

Purchase of fixed assets - net of refunds on prior purchases

( 3,020,706 )

Net cash used in investing activities

Net cash used provided by (used in) investing activities

( 2,840,239 )

Cash flows from financing activities:

Borrowings under line of credit

Proceeds from issuance of common stock – ATM

Proceeds from issuance of debt

Repayment of debt

Financing activities

Proceeds from line of credit

Proceeds from loans payable

Proceeds from loan payable - related party

Proceeds from stock issued for cash

Cash paid for direct offering costs

Repayments on loans payable

Repayments on loan payable - related party

Net cash provided by financing activities

Net change in cash and cash equivalents

( 1,562,212 )

Net decrease in cash

( 6,166,374 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents cash at end of period

Noncash investing and financing activity:

Cash - beginning of period

Cash - end of period

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for taxes

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

Holdings, Inc.

Cash paid for income tax

Supplemental disclosure of non-cash investing and financing activities

Debt discount

Adjust note balance for actual borrowings

accompanying notes are an integral part of these unaudited consolidated financial statements

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

the three months ended March 31, 2023 and 2022

Nature of Organization and Summary of Significant Accounting Policies

of Organization

Holdings, Inc.

(the Company) was incorporated on March 28, 2019, in the State of Delaware and operates in Florida providing an on-demand

1 - Organization and Nature of Operations

and Nature of Operations

Holding, Inc.

and Subsidiary (“EzFill,” “EHI,” “we,” “our” or “the Company”),

and its operating subsidiary, was incorporated on March 28, 2019 , in the State of Delaware and operates in Florida providing an on-demand

mobile gas delivery service.

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

Interim Financial Statements

Company has prepared these financial statements in accordance with GAAP for interim financial statements.

Accordingly, these statements

do not include all information and footnote disclosures required for annual statements.

While management believes the disclosures presented

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, 2022, included in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2022, 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, 2023, are

not necessarily indicative of results to be expected for the year ending December 31, 2023, 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

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at

the date of financial statements and the reported amounts of revenues and expenses during the reporting period.

The significant estimates

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.

and Cash Equivalents

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

At March 31, 2023, and December 31, 2022, the Company had $ 504,581 and $ 2,066,793 in cash and cash equivalents, respectively.

of Presentation

accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial statements (“U.S.

GAAP”) and with the instructions to Form 10-Q and

Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

Accordingly, they do not contain

all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial

the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the

results of operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2023 are

not necessarily indicative of the operating results for the full fiscal year or any future period.

unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 20, 2023.

acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all

adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated

financial position and the consolidated results of its operations for the periods presented.

and Going Concern

Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations.

has relied on a related party for funding its operations over the past couple of months.

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 financing will be available on terms which

are favorable, or at all.

If the Company is unable to raise additional funding to meet its working capital needs in the future, it will

be forced to delay, reduce, or cease its operations.

Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

reflected in the accompanying consolidated financial statements, for the six months June 30, 2023, the Company had:

loss of $ 4,817,582 ;

cash used in operations was $ 3,898,769

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

at June 30, 2023, the Company had:

Accumulated deficit of $ 39,662,743

Stockholders’ equity of $ 1,799,365 ;

Working capital deficit of $ 1,394,150

manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements.

The Company has cash on hand

of $ 1,359,333 at June 30, 2023.

Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues

from the sales of its products and services to achieve profitable operations.

In making this assessment we performed a comprehensive

analysis of our current circumstances including:

our financial position, our cash flows and cash usage forecasts for the twelve months

ended June 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent

to the date that these financial statements are issued.

consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going

Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern

and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

strategic plans include the following:

Seeking to expand into new markets,

Collaborations with other operating businesses;

other businesses to enhance or complement our current business model while accelerating our

2 - Summary of Significant Accounting Policies

of Consolidation

consolidated financial statements have been prepared in accordance with U.S.

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

All intercompany transactions and balances have been eliminated.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities

assumed are recorded at their respective fair values at the acquisition date.

fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed

based on their respective fair values.

Goodwill represents the excess of the purchase price over the estimated fair values of the assets

acquired and liabilities assumed.

judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles.

Fair value and useful

life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in

computing present values.

These judgments may materially impact the estimates used in allocating acquisition date fair values to assets

acquired and liabilities assumed, as well as the Company’s current and future operating results.

Actual results may vary from these

estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement

period or upon a final determination of asset and liability fair values, whichever occurs first.

Adjustments to fair values of assets

and liabilities made after the end of the measurement period are recorded within the Company’s operating results.

Note 9 regarding acquisition and related impairment during the year ended December 31, 2022.

Segments and Concentrations

Company uses the “management approach” to identify its reportable segments.

The management approach requires companies to

report segment financial information consistent with information used by management for making operating decisions and assessing performance

as the basis for identifying the Company’s reportable segments.

The Company manages its business as one reportable segment.

in the United States accounted for 100% of our revenues.

We do not have any property or equipment outside of the United States.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues

and expenses during the reported period.

Actual results could differ from those estimates, and those estimates may be material.

estimates during the six months ended June 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables,

inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives

related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation

allowance on deferred tax assets.

and Uncertainties

Company operates in an industry that is subject to intense competition and changes in consumer demand.

The Company’s operations

are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business

Company has experienced, and in the future may experience, variability in sales and earnings.

The factors expected to contribute to this

variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets

in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection

with the Company’s distribution of the product.

These factors, among others, make it difficult to project the Company’s operating

results on a consistent basis.

Value of Financial Instruments

Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements .

ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements.

Fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific

asset or liability.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring

basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining

three tiers are defined as follows:

1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace

for identical or similar assets and liabilities;

3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were liquidated during 2023).

determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment.

Level 3 valuations

often involve a higher degree of judgment and complexity.

Level 3 valuations may require the use of various cost, market, or income valuation

methodologies applied to unobservable management estimates and assumptions.

Management’s assumptions could vary depending on the

asset or liability valued and the valuation method used.

Such assumptions could include estimates of prices, earnings, costs, actions

of market participants, market factors, or the weighting of various valuation methods.

The Company may also engage external advisors

to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments

is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable

and accrued expenses – related party, are carried at historical cost.

At June 30, 2023 and December 31, 2022, respectively, the

carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities

at fair value (“fair value option”).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable

unless a new election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument

should be reported in earnings at each subsequent reporting date.

The Company did not elect to apply the fair value option to any outstanding

financial instruments.

and Cash Equivalents and Concentration of Credit Risk

purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months

or less at the purchase date and money market accounts to be cash equivalents.

June 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents.

Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent

account balances exceed the amount insured by the FDIC, which is $ 250,000 .

June 30, 2023 and December 31, 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured

Available-for-sale

1 unchanged sentence

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.

The 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, 2023:

Schedule of Unrealized Gains, Losses, and Fair Value

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.

or discounts on debt are amortized straight line over the term.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

The 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 at June 30, 2023 and December 31, 2022, respectively:

of Unrealized Gains, Losses, and Fair Value

June 30, 2023

Amortized Cost

Gross Unrealized Losses

Corporate Bonds

losses on bonds sold and amortization of bond premium during the quarter ended March 31, 2023 were $ 14,341 and $ 7,396 respectively.

During the quarter ended March 31, 2023, proceeds were received for bonds totaling $ 320,000

that matured and bonds totaling approximately $ 831,000 that were sold.

The bonds remaining at March 31, 2023 mature during 2023.

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

debt expense when deemed necessary.

The Company records an allowance for doubtful accounts that is based on historical trends, customer

knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate

of future potential recoverability.

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

At March 31, 2023, and December 31, 2022, the allowance was $ 2,716 and $ 0 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.

Management compares the cost of

inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower.

December 31, 2022

Amortized Cost

Gross Unrealized Losses

Corporate Bonds

losses, including amortization of bond premiums on these debt securities were $ 34,556 and $ 26,072 at June 30, 2023 and 2022, respectively.

the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 matured.

remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 .

Upon liquidation

of all debt securities the Company’s other comprehensive income (loss) account was reduced to $ 0 .

June 30, 2023 and December 31, 2022, respectively, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable

through quote prices in active markets for identical assets.

receivable are stated at the amount management expects to collect from outstanding customer balances.

Credit is extended to customers

based on an evaluation of their financial condition and other factors.

Interest is not accrued on overdue accounts receivable.

does not require collateral.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical

collection information and existing economic conditions.

Accounts determined to be uncollectible are charged to operations when that

determination is made.

following is a summary of the Company’s accounts receivable at June 30, 2023 and December 31, 2022:

of Accounts Receivable

June 30, 2023

December 31, 2022

Accounts receivable

allowance for doubtful accounts

Accounts receivable - net

was bad debt expense of $ 79,357 and $ 10,888 for the three months ended June 30, 2023 and 2022, respectively.

was bad debt expense of $ 82,478 and $ 14,898 for the six months ended June 30, 2023 and 2022, respectively.

debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements

of operations.

consists solely of fuel.

At March 31, 2023, and December 31, 2022, the allowance was $ 0 and $ 0 in the consolidated financial statements.

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

is stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.

were no provisions for inventory obsolescence for the three and six months ended June 30, 2023 and 2022, respectively.

June 30, 2023 and December 31, 2022, the Company had inventory of $ 130,341 and $ 151,248 , respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Concentrations

the three months ended March 31, 2023, and 2022, the Company had one customer that made up approximately 21 % and 49 % of revenue, respectively.

Company had one customer that made up 41 % of accounts receivable as of March 31, 2023, and one customer that made up 47 % of accounts

receivable as of December 31, 2022.

Company purchases substantially all of its fuel from three vendors.

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.

Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective

of Concentration Of Risk

Six Months Ended June 30

Year Ended December 31,

Six Months Ended June 30

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of Long-lived Assets including Internal Use Capitalized Software Costs

evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances

indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived

Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible

assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative

to expected operating results;

significant changes in the use of the assets;

significant negative industry or economic trends;

in the Company’s business strategy.

In determining if impairment exists, the Company estimates the undiscounted cash flows to be

generated from the use and ultimate disposition of these assets.

impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to

be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

were no impairment losses for the three and six months ended June 30, 2023 and 2022, respectively.

and Equipment

and equipment is stated at cost less accumulated depreciation.

Depreciation is provided on the straight-line basis over the estimated

useful lives of the assets.

for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations.

property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective

accounts with the resulting gain or loss reflected in operations.

reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount

of the asset may not be recoverable.

were no impairment losses for the three and six months ended June 30, 2023 and 2022, respectively.

HOLDING, INC.

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Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No.

480, (“ASC 480”),

“ Distinguishing Liabilities from Equity” and FASB ASC Topic No.

815, (“ASC 815”) “Derivatives and

Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in

the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative

The Company uses a binomial pricing model to determine fair value of these instruments.

conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated

and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock

at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment.

instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities

at the fair value of the instrument on the reclassification date.

June 30, 2023 and December 31, 2022, the Company had no derivative liabilities.

certain notes issued, the Company may provide the debt holder with an original issue discount.

The original issue discount is recorded

as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated

Statements of Operations.

issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the

underlying debt instrument, in the Consolidated Statements of Operations.

of Use Assets and Lease Obligations

Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over

the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental

borrowing rate.

HOLDING, INC.

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renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements

exceed that of the initial lease term, and the performance of the business remains strong.

Therefore, the Right of Use Asset and Lease

Liability may include an assumption on renewal options that have not yet been exercised by the Company.

The Company’s operating

leases contained renewal options that expire at various dates with no residual value guarantees.

Future obligations relating to the exercise

of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to

be exercised.

Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of

leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant

economic penalty to the Company if the option is not exercised.

Management reasonably plans to exercise all options, and as such, all

renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability

that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease

within a particular currency environment.

Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership.

Revenue is recognized

at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships.

Accounting Standards Update (“ASU”) No.

2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue

from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales

incentives, discounts, rebates, and amounts collected on behalf of third parties.

performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under

The Company’s contracts with its customers do not include multiple performance obligations.

The Company recognizes revenue

when a performance obligation is satisfied by transferring control over a product or service to a customer.

The amount of revenue recognized

reflects the consideration the Company expects to be entitled to in exchange for such products or services.

HOLDING, INC.

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following represents the analysis management has considered in determining its revenue recognition policy.

the contract with a customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial

substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable

based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s

ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or,

in the case of a new customer, published credit and financial information pertaining to the customer.

the performance obligations in the contract

obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable

of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily

available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services

is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised services, the Company

must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract.

If these criteria are not met the promised services are accounted for as a combined performance obligation.

the transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services

to the customer.

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration

that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending

on the nature of the variable consideration.

Variable consideration is included in the transaction price if, in the Company’s judgment,

it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

None of the Company’s

contracts contain a significant financing component.

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the transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract

with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a

specific part of the contract.

For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised

in a series of distinct services that forms part of a single performance obligation.

Contracts that contain multiple performance obligations

require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless

the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service

that forms part of a single performance obligation.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the

standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines

related to the performance obligations.

revenue when or as the Company satisfies a performance obligation

Company satisfies performance obligations either over time or at a point in time.

Revenue is recognized at the time the related performance

obligation is satisfied by transferring a promised service to a customer.

following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams.

revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable.

Additionally, all contract consideration

is fixed and determinable at the initiation of the contract.

Performance obligations are satisfied when a delivery is completed or a

membership fee has been paid.

Therefore, revenue is recognized at a point in time.

each of our revenue streams we only have a single performance obligation.

Liabilities (Deferred Revenue)

liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue.

Upon completion

of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer

deposit is relieved and revenue is recognized.

December June 30, 2023 and December 31, 2022, the Company had deferred revenue of $ 0 and $ 0 , respectively.

HOLDING, INC.

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following represents the Company’s disaggregation of revenues for the six months ended June 30, 2023 and 2022:

of Disaggregation of Revenue

Months Ended June 30,

of sales primarily include fuel costs and wages paid to our drivers.

Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”.

this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases

of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse.

The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not

that some portion, or all, of the deferred tax assets will not be realized.

The effect on deferred taxes of a change in tax rates is

recognized as income or loss in the period that includes the enactment date.

Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”.

that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position

will be sustained upon examination by the tax authorities.

As of June 30, 2023 and December 31, 2022, respectively, the Company had no

uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

Company recognizes interest and penalties related to uncertain income tax positions in other expense.

No interest and penalties related

to uncertain income tax positions were recorded for the three months ended June 30, 2023 and 2022, respectively.

the three and six months ended June 30, 2023, the Company generated net losses.

At June 30, 2023, the Company has an estimated income

tax liability of $ 0 .

HOLDING, INC.

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costs are expensed as incurred.

The Company incurred advertising costs for the three months ended March 31, 2023 and 2022 of $ 39,607

and $ 188,591 , respectively.

Company accounts for income taxes in accordance with ASC 740, Income Taxes , (“ASC 740”) which prescribes a recognition

threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken

in a tax return.

ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period,

disclosure and transition.

loss per share

loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.

Diluted earnings

per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or

converted during the period.

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.

following potential common shares were excluded from the calculation of diluted net loss per share for the periods indicated because

including them would have had an anti-dilutive effect:

Schedule of Shares Excluded from Computations of Diluted Loss Per Share

Three months ended

Advertising costs are included as a component of general and administrative expense in the consolidated

statements of operations.

Company recognized $ 21,737 and $ 457,330 in marketing and advertising costs during the three months ended June 30, 2023 and 2022, respectively.

Company recognized $ 80,377 and $ 685,475 in marketing and advertising costs during the six months ended June 30, 2023 and 2022, respectively.

Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the

fair value-based method.

Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized

over the service period, which is usually the vesting period.

This guidance establishes standards for the accounting for transactions

in which an entity exchanges its equity instruments for goods or services.

It also addresses transactions in which an entity incurs liabilities

in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by

the issuance of those equity instruments.

Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the

fair value of options.

fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services

is completed (measurement date) and is recognized over the vesting periods.

determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model:

interest rate;

life of option

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connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase

shares of its common stock.

The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the

holder and are classified as equity awards.

The Company measures the fair value of warrants issued for compensation using the Black-Scholes

option pricing model as of the measurement date.

However, for warrants issued that meet the definition of a derivative liability, fair

value is determined based upon the use of a binomial pricing model.

issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital

of the common stock issued.

All other warrants (for services) are recorded at fair value and expensed over the requisite service period

or at the date of issuance if there is not a service period.

and Diluted Earnings (Loss) per Share and Reverse Stock Split

to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of

shares of common stock outstanding for the periods presented.

earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents

and potentially dilutive securities outstanding during the period.

dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants

(using the treasury stock method), and convertible notes.

These common stock equivalents may be dilutive in the future.

the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents

upon conversion would be anti-dilutive.

HOLDING, INC.

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following potentially dilutive equity securities outstanding as of June 30, 2023 and 2022 were as follows:

of Dilutive Equity Securities Outstanding

Stock options

Going Concern

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

of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations.

the Company has relied on equity and debt financings to fund its activities to date.

For the quarter ended March 31, 2023, the Company

had a net loss of $ 2,348,771 .

At March 31, 2023, the Company had an accumulated deficit of $ 37,193,932 .

The Company anticipates that

it will continue to generate operating losses and use cash in operations through the foreseeable future.

Company anticipates that it will need to raise additional capital in the next 1-2 months in order to continue 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 financing will be available on terms which are favorable, or at all.

If the Company is unable to raise additional funding to meet

its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.

Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Related Party Transactions

the three months ended March 31, 2022, the Company issued 20,027 shares of restricted stock and 49,564 stock options to executives.

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

In addition, 2,790 shares of vested stock and

15,744 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 Equity Incentive Plan.

the three months ended March 31, 2023, the Company issued 54,825 stock options to an executive in lieu of cash salary for a value of

The aforementioned grant was made pursuant to the Company’s 2022 Equity Incentive Plan.

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

Pursuant to the Consulting Agreement, Balance

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 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 33,216 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 16,613 shares of its common stock.

The term of the Consulting Agreement was for two years and expired on November 18, 2022.

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, 2023.

February 10, 2023, the Board of Directors appointed Daniel Arbour as a non-independent director.

Arbour’s term will continue

until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal.

Arbour will not serve on any of the Board’s committees.

Upon appointment as a Board member, Mr.

Arbour was granted 10,417 restricted

shares with a value of $ 40,000 that will vest at the next annual shareholder meeting.

Arbour will receive a Board equivalent stock

fee of $ 130,000 .

Stock compensation will be based on a specific dollar amount translated into a specific number of shares of stock.

grant equivalent shares will be granted annually at the Company’s annual meeting date and will fully vest in 12 months or one day

before the following yearʼs annual meeting, whichever is sooner.

Grants will be based on the closing price of the Company on the

effective date of the grant, or the Company’s annual shareholder meeting date.

On February 15, 2023, the Company entered into a

consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”).

Arbour is the principal and founder of Mountain Views.

Pursuant to the Consulting Agreement, Mountain Views agrees to provide services

as an outsourced chief revenue officer.

The Company will pay Mountain Views $ 13,000 per month and cover certain other expenses.

of the Consulting Agreement is for twelve months from the effective date however, either party may terminate the Consulting Agreement

on two weeks written notice to the other party.

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

assets consisted of the following:

Schedule of Fixed Assets

March 31, 2023

December 31, 2022

Fixed assets:

Total common stock equivalents

and stock options included as commons stock equivalents represent those that are fully vested and exercisable.

Note 5 regarding the Company’s 150,000 shares of redeemable common stock (temporary equity), which are not considered common stock

equivalents until the related contingency is resolved.

on the potential common stock equivalents noted above at June 30, 2023, the Company has sufficient authorized shares of common stock

( 50,000,000 ) to settle any potential exercises of common stock equivalents.

April 27, 2023, the Company executed a 1-for-8 reverse stock split and decreased the number of shares of its authorized common stock

from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000 to 5,000,000 .

As a result, all share and per share amounts

have been retroactively restated to the earliest period presented.

are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are

controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management,

members of the immediate families of principal owners of the Company and its management and other parties with which the Company may

deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one

of the transacting parties might be prevented from fully pursuing its own separate interests.

Party Agreement with Company owned by Daniel Arbour

February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy

Ltd (“Mountain Views”).

Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal

and founder of Mountain Views.

Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief

revenue officer.

Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 USD per month and cover other

certain expenses.

The term of the Consulting Agreement is for twelve months from the Effective Date however, either party may terminate

the Consulting Agreement on two weeks written notice to the other party.

May 15, 2023, EzFill Holdings, Inc.

(the “Company”) and Mountain Views Strategy Ltd.

(“Mountain Views”) entered

into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting

As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal

and founder of Mountain Views.

Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 per

Party Agreement with Company owned by Avishai Vaknin

April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”) with

Telx Computers Inc.

Avishai Vaknin is the Chief Executive Officer of Telx and its sole shareholder.

to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails

overseeing all matters relating to the Company’s technology.

Pursuant to the Services Agreement, the Company will pay Telx $ 10,000

USD per month and cover other pre-approved expenses.

The term of the Services Agreement is for twelve months from the Effective Date

however, the Company may terminate the Services Agreement with written notice to the other party.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards

to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s

Codification.

We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations,

stockholders’ equity, cash flows, or presentation thereof.

Management has evaluated all recent accounting pronouncements issued

through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not

yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit

Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting

guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities

to provide disclosures about current period gross write-offs by year of origination.

Also, ASU 2022-02 updates the requirements related

to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures

for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

ASU 2022-02 was effective

for the Company January 1, 2023.

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial

guidance was adopted on January 1, 2023.

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated

financial statements.

March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit

Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting

guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities

to provide disclosures about current period gross write-offs by year of origination.

Also, ASU 2022-02 updates the requirements related

to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures

for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

ASU 2022-02 was effective

for the Company January 1, 2023.

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial

guidance was adopted on January 1, 2023.

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated

financial statements.

Reclassifications

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no material

effect on the consolidated results of operations, stockholders’ equity, or cash flows.

HOLDING, INC.

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3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

Lives (Years)

Leasehold improvements

2 unchanged sentences

Vehicle construction in process

Total fixed assets

Property Plant And Equipment Gross

Accumulated depreciation

1 unchanged sentence

( 1,134,680 )

Fixed assets, net

expense totaled $ 273,087 and $ 100,230 for the three months ended March 31, 2023, and 2022, respectively.

Total property and equipment - net

April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the

10 unchanged sentences

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 132,864 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.

the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of 132,864 of its

common shares.

Until the Company exercises 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.

Under the Technology Agreement, the Company licensed proprietary technology

12 unchanged sentences

impairment loss of $ 1,987,500 was included in impairment loss during the year ended December 31, 2022.

Note 11 for details of intangibles from an acquisition during the three months ended March 31, 2022.

was considered impaired, and the Company recognized an impairment loss of $ 166,838 , or the remaining balance of goodwill, during the

year ended December 31, 2022.

This loss was primarily due to the fall in the Company’s stock price and the decrease of the Company’s

market capitalization as well as past operating performance.

As a consequence, management forecasts were revised, and additional risk

factors were applied.

The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and

expected present value of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 .

expense on intangible assets totaled $ 0 and $ 237,434 for the three months ended March 31, 2023, and 2022, respectively.

Note 9 for details of intangibles from an acquisition during the year ended December 31, 2022.

HOLDING, INC.

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Additionally,

goodwill was considered impaired, and the Company recognized an impairment loss of $ 166,838 , or the remaining balance of goodwill, during

the year ended December 31, 2022.

This loss was primarily due to the fall in the Company’s stock price and the decrease of the

Company’s market capitalization as well as past operating performance.

As a consequence, management forecasts were revised, and

additional risk factors were applied.

fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value of

future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 .

and amortization expense for the three months ended June 30, 2023 and 2022 was $ 277,608 and $ 230,535 , respectively.

and amortization expense for the six months ended June 30, 2023 and 2022 was $ 550,695 and $ 330,766 , respectively.

amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.

4 – Accounts Payable and Accrued Liabilities

Company had accounts payable and accrued liabilities as follows:

payable and accrued liabilities were as follows at June 30, 2023 and December 31, 2022, respectively:

of Accounts Payable and Accrued Liabilities

March 31, 2023

December 31, 2022

Accounts Payable and Accrued Liabilities:

Accounts payable

1 unchanged sentence

Accrued interest

Total Accounts Payable and Accrued Liabilities

Line of Credit

Accounts payable

The following represents a summary of the Company’s

debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit,

including key terms, and outstanding balances at June 30, 2023 and December 31, 2022, respectively.

Payable – Related Parties and Redeemable Common Stock

of Notes Payable and Related Parties and Redeemable Common Stock

Related Party

Issuance date of note

Maturity date

Interest rate #1

5 % - in the first month

Interest rate #2

13 % - beginning second month

Balance - December 31, 2022

Original issue discount

Amortization of debt discount

Balance - June 30, 2023

Company executed a six-month (6) note payable with a face amount of $ 1,500,000 , less an original issue discount of $ 150,000 , along with

an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000 ), resulting in net proceeds of $ 1,210,000 .

The $ 290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest expense in the accompanying

consolidated statements of operations.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

connection with obtaining this debt, the Company also committed 250,000 shares of common stock to the lender as additional interest expense

(commitment fee).

Under the terms of the agreement, only 100,000 shares of common stock were required to be issued on the commitment

date resulting in a fair value of $ 256,000 ($ 2.56 /share), based upon the quoted closing price.

The Company recorded this amount as a

debt discount which is being amortized over the life of the note .

remaining 150,000 commitment fee shares are deemed to be redeemable common stock (temporary equity), having a stated redemption value

If the Company repays the note at the maturity date ( October 2023 ), these shares are returnable.

If the note is extended past

the maturity date, these shares will then be issued to the lender and valued at the quoted closing price on the note extension date as

additional interest expense and amortized over the remaining term of that note.

150,000 shares of redeemable common stock are considered contingently returnable shares and therefore, in accordance with ASC 260-10-45-12C

and ASC 260-10-45-13, contingently issuable shares (outstanding common shares that are contingently returnable are treated in the same

manner as contingently issuable shares), including shares issuable for little or no consideration, are included in the denominator for

basic EPS only when the contingent condition has been met and there is no longer a circumstance in which those shares would not be issued.

At June 30, 2023, these 150,000 shares of redeemable common stock have been excluded from the calculation of both basic and diluted earnings

June 30, 2023, and the date of these consolidated financial statements, while the Company believes it will repay the loan at the maturity

date (no extension would be needed), the contingency has not yet been resolved.

note also contains a conversion feature only upon an event of default.

The conversion feature is equal to the greater of (a) $ 0.74 and

(b) the lower of (i) the average VWAP over the ten (10) trading day period preceding conversion.

Additionally, the note contains an anti-dilution

right in the form of a ratchet feature.

If at the time of eligible conversion (only if Company is in default) common stock is sold or

other debt is converted into common stock at a price lower than the defined conversion price under the terms of this note, the conversion

price of this note will be reduced to the lower amount.

Company has determined that in the event of default, the note will be treated as a derivative liability subject to fair value and related

mark to market adjustments at each reporting period.

unamortized debt discount at June 30, 2023 was $ 328,200 .

lender has a greater than 10 % controlling interest in the Company’s outstanding common stock.

entity controlled by a majority stockholder (approximately 24 % common stock ownership) advanced working capital funds (net proceeds of

$ 250,000 ) to the Company.

April 2023, note principal of $ 262,500 along with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid.

Payable (non-vehicles)

following is a summary of the Company’s note payable (non-vehicles) at June 30, 2023 and December 31, 2022, respectively:

of Noted Payable Non - vehicles

Issuance date of note

Maturity date

December 2024

Interest rate

Balance - December 31, 2022

Face amount of note

Debt discount /issuance costs

Amortization of debt discount

Balance - June 30, 2023

Company executed a note payable with a face amount of $ 275,250 .

Under the terms of the agreement, the lender will withhold 8.9 % of the

Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the

$ 275,250 (interest is $ 25,250 or approximately 10 % of the note amount).

The $ 25,250 is considered a debt issuance cost and is being amortized

over the life of the note to interest expense in the accompanying consolidated statements of operations.

The Company received net proceeds

of $ 250,000 .

HOLDING, INC.

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unamortized debt discount at June 30, 2023 was $ 24,511 .

Payable - Vehicles

following is a summary of the Company’s notes payable for its vehicles at June 30, 2023 and December 31, 2022, respectively:

of Notes Payable Vehicles

2022 - December 2023

2024 - November 2025

2025 - May 2027

Company executed various vehicle notes with third parties as follows:

of Notes Payable with Third Parties

Balance - December 31, 2021

Acquisition of vehicles in exchange for notes payable

Balance - December 31, 2022

Balance - June 30, 2023

HOLDING, INC.

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following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter

of Maturities of Long Term Debt

For the Year Ended December 31,

Notes Payable - Related Parties

Notes Payable

2023 (6 Months)

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 $ 1.0 million

and $ 3.0 million at March 31, 2023, and December 31, 2022, respectively.

Outstanding borrowings were $ 1.0 million and $ 1.0 million as

of March 31, 2023, and December 31, 2022, 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

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 Credit Limit was approximately $ 1,000,000 and $ 3,000,000 at June 30, 2023 and December 31, 2022, respectively.

borrowings under the line of credit were $ 1,000,000 and $ 3,000,000 at June 30, 2023 and December 31, 2022, respectively.

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 Company liquidated its entire position in the investment portfolio

during the second quarter of 2023.

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 each day.

Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was 6.25 % at March 31, 2023, and 5.75 %

at December 31, 2022.

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 $ 4.0 million, under which approximately $ 2.6 million

and $ 2.4 million remained available as of March 31, 2023 and December 31, 2022, respectively, for the financing of vehicles under retail

installment contracts through May 31, 2023.

The vehicle loans under the commercial line of credit and from other sources have interest

rates that range from 3.5 % to 9.0 % (primarily 3.5 %).

of debt as of March 31, 2023, are as follows:

of Maturities of Long-Term Debt

2023 (April to December)

Shareholders Equity

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

2020 Equity Incentive Plan (2020 Plan), which

plan has also been approved by the Company’s shareholders.

The Company has reserved 239,155

of its outstanding shares of common stock for

issuance under the 2020 Plan.

On June 3, 2022, the Company’s board of directors approved the EzFill Holdings, Inc.

Incentive Plan (2022 Plan), which plan has also been approved by the Company’s shareholders.

The Company has reserved 325,000

of its outstanding shares of common stock for

issuance under the 2022 Plan.

the three months ended March 31, 2022, the Company issued 1,250 shares to a consultant for services rendered over the preceding three

the three months ended March 31, 2022, the Company issued 5,040 shares to the sellers of the assets of Full Service Fueling.

February 17, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales

Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares (the “Shares”)

of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), having an aggregate offering price

of up to $ 2,096,000 , subject to the terms and conditions of the Sales Agreement.

The Company filed a prospectus supplement to its registration

statement on Form S-3 (File No.

333-268960) offering the Shares.

Under the Sales Agreement, the Sales Agent may sell the Shares in sales

deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended

(the “Securities Act”).

The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all

of the Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein.

The Company will pay the

Sales Agent a fixed commission rate of 3.0 % of the aggregate gross proceeds from the sale of the Shares pursuant to the Sales Agreement

and has agreed to provide the Sales Agent with customary indemnification and contribution rights.

The Company also agreed to reimburse

the Sales Agent the fees and expenses of the Sales Agent including but not limited to the fees and expenses of the counsel to the Sales

Agent, payable upon the execution of the Sales Agreement, in an amount not to exceed $ 50,000 .

In addition, the Company will reimburse

the Sales Agent upon request for such costs, fees and expenses incurred in connection with the Sales Agreement in an amount not to exceed

$ 7,500 on a quarterly basis for the first three quarters of each year and $ 10,000 for the fourth quarter of each year.

During the three

months ended March 31, 2023, a total of 8,393 shares were sold under the Sales Agreement for gross proceeds of $ 26,601 .

related to the ATM were offset against capital up to the amount and the excess is included in operating expenses.

The Sales Agreement

was terminated on March 24, 2023.

the three months ended March 31, 2023, the Company issued 10,417 shares of restricted stock to a director that will vest at the next

annual shareholder meeting and is recording stock compensation expense of $ 40,000 .

The aforementioned grant was made pursuant

to the Company’s 2022 Incentive Compensation Plan.

summary of the restricted stock activity is presented as follows:

of Restricted Stock Activity

Outstanding at

December 31, 2022

March 31, 2023

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

stock compensation expense related to restricted stock was approximately $ 124,000 as of March 31, 2023, which will be recognized over

a weighted-average period of 0.6 years.

Options and Warrants

following table represents stock option activity during the three months ended March 31, 2023:

of Stock Option Activity

Number of Options

Weighted Average

Exercise Price

Weighted Average Remaining Contractual Term

Outstanding at December 31, 2022

Options granted

Options forfeited

Outstanding at March 31, 2023

Exercisable at March 31, 2023

January 23, 2023, the Company entered into an agreement (the “Consulting Agreement”) with a consultant (the “Consultant”).

For a term of two years unless terminated sooner as provided in the Consulting Agreement (the “Term”), the Consultant has

agreed to provide the Company with certain services including, but not limited to, increasing the Company’s customer base through

assembly of a contract sales team, assisting the Company in reducing its current operating expenses and assisting the Company with franchising

its business.

In exchange for its services, the Consultant received options to purchase 200,000 restricted shares of the Company’s

common stock (the “Options”).

The Options’ exercise prices, vesting requirements, and expiration dates were set forth

in an option agreement between the Consultant and the Company.

At the end of the Term, unless extended by the parties in writing, all

unvested Options will immediately expire.

In conjunction with the Consulting Agreement, the Consultant entered into several Non-Qualified

Stock Option Agreements (“Option Agreements”) with the Company.

The first Option Agreement is for 62,500 option shares that

have an exercise price of $ 4.80 per share and an expiration date five years from the vesting date.

The second Option Agreement is for

50,000 option shares that have an exercise price of $ 8.00 per share and an expiration date five years from the vesting date.

Option Agreement is for 50,000 option shares that have an exercise price of $ 10.00 per share and an expiration date five years from the

vesting date.

The fourth Option Agreement is for 37,500 option shares that have an exercise price of $ 14.00 per share and an expiration

date five years from the vesting date.

Within each of the aforementioned Option Agreements, 90% of the vesting is related to performance conditions and 10% time-based vesting.

Stock compensation recorded in the three months ended March 31, 2023 related to time-based

options as the achievement of the performance conditions is not yet probable.

the three months ended March 31, 2023, the Company issued 54,824 stock options to an executive in lieu of cash salary for a value of

The aforementioned grant was made pursuant to the Company’s 2022 Equity Incentive Plan.

fair value of the stock options was determined using the Black-Scholes option pricing model with the following assumptions:

Schedule of Fair Value Assumptions

Three Months Ended

March 31, 2023

Valuation assumptions:

Risk-free rate

Expected volatility

Expected term (years)

Dividend yield

stock compensation expense related to stock options was approximately $ 135,000 as of March 31, 2023, which will be recognized over a

weighted-average period of 1.8 years.

underwriter’s representatives for the Company’s IPO received warrants to purchase up to 44,922 shares.

The warrants are

exercisable from March 14, 2022 , until September 14, 2026 , at an exercise price of $ 40.00 per share.

April 2021, the Company issued 13,286 warrants to a lender in connection with a loan that has been repaid.

The warrants are exercisable

until September 14, 2024 , at $ 40.00 per share.

intrinsic value of options and warrants outstanding at March 31, 2023, and December 31, 2022 was $ 0 and $ 0 , respectively.

compensation expense for the three months ended March 31, 2023 totaled approximately $ 192,000 , consisting of $ 50,000 related to options

granted to an executive and approximately $ 3,000 related to options granted to consultants during the quarter, as well as $ 139,000 related

to restricted stock and options granted in prior periods.

On April 27, 2023, the Company executed a 1-for-8 reverse stock split and

decreased the number of shares of its authorized common stock from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000

to 5,000,000 .

Refer to Note 11 for details of the reverse stock split.

As a result, all share activity has been restated as if the reverse

stock split had been consummated as of the beginning of the respective period.

interest rate on the Line of Credit was 6.50 % at June 30, 2023, and 5.75 % at December 31, 2022.

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

2023, no demand has been made by the bank for repayment.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

6 – Fair Value of Financial Instruments

Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate

level in which to classify them for each reporting period.

This determination requires significant judgments to be made.

Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2023.

As noted above, all of the

Company’s corporate bonds were measured at fair value at December 31, 2022.

7 – Commitments and Contingencies

have entered into various operating lease agreements, including our corporate headquarters.

We account for leases in accordance with

ASC Topic 842:

Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease

liability on the balance sheet for all leases with terms longer than 12 months.

Leases are classified as either financing or operating,

with classification affecting the pattern of expense recognition in the statement of operations.

In addition, a lessor is required to

classify leases as either sales-type, financing or operating.

A lease will be treated as a sale if it transfers all of the risks and

rewards, as well as control of the underlying asset, to the lessee.

If risks and rewards are conveyed without the transfer of control,

the lease is treated as financing.

If the lessor does not convey risk and rewards or control, the lease is treated as operating.

if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement,

which is the date when the underlying asset is made available for use by the lessor.

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

payments over the lease term.

Lease right-of-use assets and liabilities at commencement are initially measured at the present value of

lease payments over the lease term.

We generally use our incremental borrowing rate based on the information available at commencement

to determine the present value of lease payments except when an implicit interest rate is readily determinable.

We determine our incremental

borrowing rate based on market sources including relevant industry data.

HOLDING, INC.

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have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and

non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct

sales-type leases and production equipment classes embedded in supply agreements.

From a lessor perspective, the timing and pattern of

transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately,

would be classified as an operating lease.

have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception

and do not contain purchase options or renewal terms that we are reasonably certain to exercise.

All other lease assets and lease liabilities

are recognized based on the present value of lease payments over the lease term at commencement date.

Because most of our leases do not

provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date

in determining the present value of lease payments.

leases, where we are the lessee, do not include an option to extend the lease term.

For purposes of calculating lease liabilities, lease

term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component

of general and administrative expenses, in the accompanying consolidated statements of operations.

operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments

were fixed at lease inception.

We calculate the present value of future lease payments based on the index or rate at the lease commencement

Differences between the calculated lease payment and actual payment are expensed as incurred.

June 30, 2023 and December 31, 2022, respectively, the Company had no financing leases as defined in ASC 842, “Leases.”

December 3, 2021, the Company signed a lease for 5778 square feet of office space, for occupancy effective January 1, 2022.

term is 39 months, and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses and sales tax.

initial 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% annual 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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2023 and 2022, respectively:

Schedule of Operating Lease assets

and Liabilities

lease - right-of-use asset - non-current

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

The components of lease expense were as follows:

Schedule of Components of Lease Expense

Operating lease costs

Amortization of right-of-use operating lease

Lease liability expense

in connection with obligation repayment

Total operating lease

Supplemental cash flow information related

to operating leases was as follows:

Operating cash outflows

from operating lease (obligation payment)

Right-of-use asset obtained

in exchange for new operating lease liability

HOLDING, INC.

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minimum lease payments under non-cancellable leases for the years ended December 31 were as follows:

of Future Minimum Payments Under Non-Cancellable Leases

2023 (6 months)

Total undiscounted cash flows

amount representing

Present value of operating lease liability

current portion

of operating lease liability

Long-term operating

lease liability

2023, the Company executed employment agreements with certain of its officers and directors.

These agreements contain various compensation

arrangements pertaining to the issuance of stock and cash.

The stock portion of the compensation contains vesting provisions and are

recorded as earned.

more information on these agreements see related Form 8K’s filed on:

10, 2023 (Non-Independent Director),

19, 2023 (Chief Technology Officer);

24, 2023 (Interim Chief Executive Officer)

Contingencies

– Legal Matters

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 March 31, 2023, and December 31, 2022, the Company is not aware of any litigation,

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

December 3, 2021, the Company signed a lease for 5778 square feet of office space, for occupancy effective January 1, 2022.

term is 39 months, and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses and sales tax.

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% annual increase.

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

Cash paid for amounts included in the present value of operating lease liabilities was $ 51,461 for the three months ended March

31, 2023, and is included in cash flows from operating activities in the accompanying consolidated statement of cash flows.

The operating

lease expense for this lease was $ 61,444 for the three months ended March 31, 2023, and is included in operating expenses in the consolidated

statements of operations.

minimum payments under non-cancellable leases as of March 31, 2023, were as follows:

of Future Minimum Payments Under Non-Cancellable Leases

Future Minimum Payments

2023 (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.

Company has offices at several of its operating locations under leases that are cancellable upon short notice.

Total rent expense for

these leases (including the prior headquarters office) was approximately $ 25,370 and $ 36,852 for the three months ended March 31, 2023,

and 2022, respectively.

income before taxes was negative for the three months ended March 31, 2023.

Tax expense for the three months ended March 31, 2023, and

2022, was $ 0 and $ 0 .

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

federal and state jurisdictions where the Company is required

The tax years subject to examination include the years 2019 and forward.

are no uncertain tax positions that would require recognition in the consolidated financial statements.

If the Company incurs an income

tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax

liability would be reported as income taxes.

The Company’s conclusions regarding uncertain tax positions may be subject to review

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

As of June 30, 2023, and December 31, 2022, the Company is not aware of any litigation,

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

8 – Stockholders’ Equity

June 30, 2023 and December 31, 2022, respectively, the Company had two (2) classes of stock:

shares authorized

issued and outstanding

value - $ 0.0001

senior to any other class of preferred stock

preference – none

of redemption - none

shares authorized

share issued and 3,641,332 shares outstanding at June 30, 2023, and 3,335,674 shares issued and outstanding at December 31, 2022

value - $ 0.0001

at 1 vote per share

and Incentive Plans

Schedule 14A Information Statements filed with the US Securities and Exchange Commission for complete details of the Company’s

Stock Incentive Plans.

Transactions for the Six Months Ended June 30, 2023

Issued for Cash

Company sold 8,393

shares of common stock for $ 25,803

– 3.53 /share)

through at the market

sales via a sales agent who was eligible for commissions of 3 % for any sales of common stock made.

The Company also paid $ 25,803 in related

expenses as direct offering costs in connection with the sale of these shares.

Issued for Services – Related Parties

Company issued 197,265 shares of common stock for services rendered, having a fair value of $ 450,428 ($ 2.12 /share), based upon the quoted

closing trading price.

HOLDING, INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

Issued for Debt Issuance Costs

Company issued 100,000 shares of common stock in connection with the issuance of a note payable (See Note 5), having a fair value of

$ 256,000 ($ 2.56 /share), based upon the quoted closing trading price.

Transactions for the Year Ended December 31, 2022

Issued for Services – Related Parties

The Company issued 45,932 shares of common stock to certain officers

and directors for services rendered, having a fair value of $ 1,309,524 ($ 28.51 /share), based upon the quoted closing trading price.

recipients were subject to vesting provisions in connection with their restricted stock grants, and in certain cases, for any individual

that was terminated, related shares may have received accelerated vesting.

Issued for Services

Company issued 4,268 shares of common stock for services rendered, having a fair value of $ 102,759 ($ 24.08 /share), based upon the quoted

closing trading price.

Issued for Acquisition

Company issued 5,040 shares of common stock in connection with the acquisition of Full Service Fueling, having a fair value of $ 50,000

($ 9.92 /share), based upon the quoted closing trading price.

Stock and Related Vesting

summary of the Company’s nonvested shares (due to service based restrictions) as of June 30, 2023 and December 31, 2022, is presented

Schedule of Company Nonvested Shares

Weighted Average

Balance - December 31, 2021

Cancelled/Forfeited

Balance - December 31, 2022

Balance - June 30, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company has issued various equity grants to board directors, officers, consultants and employees.

These grants typically contain a vesting

period of one to three years and require services to be performed in order to vest in the shares granted.

Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price.

These amounts

are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative

expenses in the accompanying consolidated statements of operations.

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

Any unvested share based

compensation is reversed on the date of forfeiture, which is typically due to service termination.

June 30, 2023, unrecognized stock compensation expense related to restricted stock was $ 572,560 , which will be recognized over a weighted-average

period of 0.56 years

option transactions for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows:

of Stock Option Activity

Outstanding - December 31,

Vested and Exercisable - December 31,

Unvested and non-exercisable - December

Cancelled/Forfeited

Outstanding - December 31, 2022

Vested and Exercisable - December 31,

Unvested and non-exercisable - December

Cancelled/Forfeited

Outstanding - June 30, 2023

Vested and Exercisable - June 30, 2023

Unvested and non-exercisable - June 30,

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Months Ended June 30, 2023

Company granted 254,825 stock options, having a fair value of $ 73,920 .

the total, 54,825 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000 .

These options were fully

vested on the grant date.

remaining 200,000 options were granted to consultants for a project that was cancelled during the third quarter of 2023.

the Company recorded a grant date fair value of $ 23,920 , of which $ 5,980 was recognized during the six months ended June 30, 2023.

previously recorded stock based compensation will be reversed during the third quarter of 2023.

fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions:

Schedule of Fair Value Assumptions

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

Ended December 31, 2022

Company granted 71,558 stock options, having a fair value of $ 357,400 .

the total, 65,308 stock options were granted to certain former officers and directors for services to be rendered, having a fair value

of $ 350,000 .

these total options granted, 28,572 options were fully vested ($ 153,125 ), the remaining 36,736 were subject to cancellation due to termination

In 2023, the Company reversed previously recorded stock based compensation of $ 9,375 , which was reversed due to non-vesting

in these service based grants.

Due to some of these options being cancelled during the third quarter of 2023, an additional $ 14,063 will

also be reversed due to non-vesting in those service based grants.

remaining 6,250 stock options were granted to a consultant for services to be rendered, having a fair value of $ 7,400 .

Only 3,125 options

having a fair value of $ 3,700 vested.

The remaining 3,125 options ($ 3,700 ) will not vest and no additional compensation was recorded.

fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions:

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

compensation expense for the three months ended June 30, 2023 and 2022 was $ 646 and $ 22,135 , respectively.

For the three months ended June 30, 2023, the Company

recorded a reduction in stock-based compensation expense of $ 9,375 to a former officer and board member who was terminated and the related

stock options which were unvested.

An additional $ 7,031 was recorded to officer and board members who vested in their previously issued

grants (net reduction of $ 2,344 ).

The Company also recorded stock-based compensation

of $ 2,990 for third party option grant recipients.

For the three months ended June 30, 2022, the Company recorded stock-based

compensation expense of $ 22,135 to former officers and board members.

compensation expense for the six months ended June 30, 2023 and 2022 was $ 71,276 and $ 128,646 , respectively.

For the six months ended June 30, 2023, the Company

recorded a reduction in stock-based compensation expense of $ 9,375 to a former officer and board member who was terminated and the related

stock options which were unvested.

An additional $ 73,438 was recorded to officers and board members who vested in their previously issued

grants (net expense of $ 64,063 ).

The Company also recorded stock-based compensation

of $ 7,213 for third party option grant recipients.

For the six months ended June 30, 2022, the Company recorded stock-based

compensation expense of $ 128,646 to former officers and board members.

of June 30, 2023, compensation cost related to the unvested options not yet recognized was $ 0 .

activity for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows:

of Stock Warrant Activity

Outstanding - December 31,

Vested and Exercisable - December 31,

Unvested - December 31, 2021

Cancelled/Forfeited

Outstanding - December 31, 2022

Vested and Exercisable - December 31,

Unvested - December 31, 2022

Cancelled/Forfeited

Outstanding - June 30, 2023

Vested and Exercisable - June 30, 2023

Unvested and non-exercisable - June 30,

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

9 – Acquisition

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) 5,040 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.

based upon the quoted closing price.

Further, the Purchase Agreement includes provisions wherein the Company agrees to utilize Seller’s

affiliate Palmdale Oil Company, Inc.

(“Palmdale”) 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:

of Purchase Price Allocation at Fair Value

Schedule of Purchase Price Allocation at Fair Value

Consideration paid

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired

Customer list

Loading rack license

Loading rach license

Other identifiable intangibles

purchase price was paid as follows:

of Business Acquisitions by Acquisition Issued or Issuable

Purchase Allocation

Total assets acquired

vehicles are being depreciated over their estimated useful lives.

The intangibles were written off as impaired during 2022.

costs related to the acquisition were not material.

Goodwill of $ 36,856 is primarily related to factors such as synergies

and market share.

Goodwill is not deductible for tax purposes.

Transaction costs related to the acquisition were not material.

of the remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022.

At June 30, 2023, the vehicles acquired

are still in service.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

10 – Subsequent Events

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

April 4, 2023, EzFill Holdings, Inc.

(the “Company” or “Borrower”) entered into a promissory note (the “Promissory

Note”) with The Farkas Group, Inc.

(the “Lender”).

Michael Farkas is the beneficial owner of approximately 26 % of the

Company’s common stock and is the sole shareholder and President of the Lender.

The Promissory Note has a principal sum of $ 262,500

including original issue discount of $ 12,500 and matures on April 4, 2024 (the “Maturity Date”).

The unpaid principal balance

of the Promissory Note from time to time outstanding has a fixed rate of interest equal to 5 % per annum for the first month and after

the first month will begin to accrue interest on the entire balance at 13 % per annum.

All interest will accrue until the Maturity Date.

Unless the Promissory Note is otherwise accelerated, or extended in accordance with its terms and conditions, the entire outstanding

principal balance of the Promissory Note plus all accrued interest shall be due and payable in full on the Maturity Date.

Notwithstanding

this, upon Borrower completing a capital raise (debt or equity) of at least $ 750,000 the entire outstanding principal and interest shall

be immediately due and payable.

If Borrower pays the amount due under the Promissory Note prior to April 4, 2024, the interest for the

entire term shall be immediately due and payable:

if paid prior to May 4, 2023, this will be calculated at 5 %.

The loan was repaid

on April 20, 2023 for the amount of $ 275,625 , including interest.

April 19, 2023, EzFill Holdings, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial

commitment fee in the amount of $ 700,000 in the form of 250,000 shares (the “Commitment Fee Shares”) of the Company’s

common stock (the “Common Stock”) and (ii) a promissory note in the aggregate principal amount of $ 1,500,000 (the “Note”).

If the Note is repaid in full on or prior to October 19, 2023, the Company can redeem 150,000 of the Commitment Fee Shares for an amount

payable by the Company to the Buyer in cash of $ 8.00 .

Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares

were issued at a value of $ 700,000 , the Note was issued in a principal amount of $ 1,500,000 for a purchase price of $ 1,350,000 , resulting

in an original issue discount of $ 150,000 .

The net proceeds received by the Company from the Investor for the issuance of the Commitment

Fee Shares and Note was $ 1,260,000 , due to a reduction in the $ 1,350,000 purchase price as a result of broker, legal, and transaction

The Purchase Agreement includes additional Company obligations including obligations to satisfy the current public information

requirements under SEC Rule 144(c) and obligations with respect to the use of proceeds from the sale of securities under the Purchase

Pursuant to the terms of the Purchase Agreement, the Company granted the Investor certain rights to accept the securities

issued in certain future Company financings in lieu of the securities issued pursuant to the Purchase Agreement.

The Note matures on

October 19, 2023, six (6) months after the Original Issue Date, and provides for interest to accrue at an interest rate equal to 10 %

per annum, or, upon an Event of Default, as defined in the Note, the lesser of (i) 18 % per annum, and (ii) the maximum amount permitted

under law (the “Default Interest”).

The Investor shall have the right, only following an Event of Default and ending on the

date of payment of the default, to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other

amounts under the Note into fully paid and non-assessable shares of the Company’s Common Stock, as such Common Stock exists on

the date of issuance of the shares underlying the Note, or any shares of capital stock or other securities of the Company into which

such Common Stock shall thereafter be changed or reclassified (the “Conversion Shares”).

The conversion price shall equal

(x) until the date of approval of the holders of a majority of the Company’s outstanding voting Common Stock:

(a) if and to the

extent legally required, to amend the Company’s Articles of Incorporation to increase the number of authorized shares of Common

Stock by at least the number of shares equal to the number of shares of Common Stock issuable under the transaction documents, or (b)

to ratify and approve all of the transactions contemplated by the transaction documents, including the issuance of all of the Commitment

Fee Shares issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules and regulations

of the Nasdaq (or any successor entity) (“Shareholder Approval”) the greater of (a) $ 0.74 (the “Nasdaq Minimum Price”),

and (b) the lower of the average VWAP over the ten (10) Trading Day period either (i) ending on date of conversion of the Note or (ii)

the date thereof and (y) following the date of the Shareholder Approval, the lower of the average VWAP over the ten (10) Trading Day

period either (i) ending on date of conversion of the Note or (ii) the date thereof to the extent the Conversion Price of the Company’s

Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders

to reduce the par value to the lowest value possible under law.

The Note is subject to adjustment upon certain events such as distributions

and mergers, and has anti-dilution protections for issuance of securities by the Company at a price that is lower than the then-current

conversion price except for certain exempt issuances.

In addition, if, at any time while the Note is issued and outstanding, the Company

issues any convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of common stock, then the Investor will be entitled to acquire, upon the terms applicable to such sales, the aggregate number

of shares it could have acquired if the Note had been converted.

The Note also contains certain negative covenants, including prohibitions

on incurrence of indebtedness without the Investor’s consent, sales of assets, stock repurchases, and distributions.

may not convert the Note into an amount of shares of Common Stock that would result in the beneficial ownership by the Investor and its

affiliates of greater than 9.99 % of the number of shares of Common Stock outstanding.

The Note may be prepaid at any time.

The Note includes

customary Events of Default, including, among other things, payment defaults, covenant breaches, breaches of certain representations

and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading.

Event of Default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts

due under the Note and accrual of interest as described above, as well as the conversion of the Note.

The Company entered into a security

agreement with the Investor (the “Security Agreement”) pursuant to which the Company granted the Investor a security interest

in all of the Company’s assets, securing the Company’s obligations under the Purchase Agreement and Note.

April 19, 2023, EzFill Holdings, Inc.

(the “Company”), entered into an employment agreement (the “Agreement”)

with Avishai Vaknin.

Pursuant to the Agreement, Mr.

Vaknin will act as the Company’s Chief

Technology Officer.

The term (“Term”) of the Agreement is for three years.

In lieu of a cash salary, Mr.

be entitled to Performance Based Restricted Stock Units (“PBRS”).

The amount of PBRS issued to Mr.

Vaknin will be up to 325,000

shares of the Company’s restricted common stock, which issuance is subject to the availability of such shares under the Company’s

Equity Incentive Plan.

Vesting of the PBRS will be based on achievement of the performance indicators (“Performance Indicators”)

identified in Schedule I of the Agreement.

On the first anniversary of Mr.

Vaknin’s employment, he will begin to receive a salary

of $ 150,000 per year.

On the second anniversary of Mr.

Vaknin’s employment, this amount will increase to $ 200,000 per year.

cash salary will be paid unless he meets all “time-based” Performance Indicators set forth in Schedule I of the Agreement

within the first year of employment with the Company.

Beginning on the six-month anniversary of Mr.

Vaknin’s employment start date

(“Employment Start Date”), upon meeting pre-determined periodic Key Performance Indicators (“KPIs”) every calendar

year, he will be eligible for a target annual cash bonus of up to $ 150,000 , as adjusted from time to time (pro-rated for the first year

of employment).

Beginning on the six-month anniversary of his Employment Start date as a “C” level executive of the Company,

provided the Company has sufficient available securities, Mr.

Vaknin will be entitled to receive equity awards under the Company’s

Incentive Plan, (the “Incentive Plan”).

The aggregate annual award value under the Incentive Plan will be equal to a target

of up to $ 350,000 worth of Equity Awards, as adjusted from time to time, (the “Grant”), which will be pro-rated for the first

A partial Grant will be possible if some but not all KPIs are achieved or other achievements outside of the KPIs are deemed to

justify a Grant.

On April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”)

with Telx Computers Inc.

Vaknin is the Chief Executive Officer of Telx and its sole shareholder.

the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails overseeing

all matters relating to the Company’s technology.

Pursuant to the Services Agreement, the Company will pay Telx $ 10,000 USD per

month and cover other pre-approved expenses.

The term of the Services Agreement is for twelve months from the Effective Date however,

the Company may terminate the Services Agreement with written notice to the other party.

April 24, 2023, the Company entered into an employment agreement (the “Levy Agreement”) with Yehuda Levy.

Pursuant to the

Levy Agreement, Mr.

Levy will act as the Company’s interim CEO for an initial term of one year (“Term”), which may

be extended by the company and Mr.

Levy in writing, if not extended then the term shall continue on a month-to-month basis.

time CEO is chosen, Mr.

Levy’s title shall be converted to Chief Operating Officer for the remainder of the term at the same salary.

For his position as interim CEO, Mr.

Levy will receive an annual base salary of $ 200,000 , less applicable taxes, deductions, and withholdings,

and subject to periodic review (“Base Salary”).

Upon presentation of appropriate documentation in accordance with the Company’s

expense reimbursement policies, the Company will reimburse Mr.

Levy for the reasonable business expenses incurred in connection with

his employment.

Upon meeting pre-determined periodic Key Performance Indicators (“KPIs”) every calendar year, Mr.

be eligible for a target annual cash bonus of up to $ 50,000 , as adjusted from time to time, which will be pro-rated for the first year.

As a “C” level executive of the Company, and provided the Company has sufficient available securities Mr.

Levy will be entitled

to receive equity awards under the Company’s Incentive Plan (the “Incentive Plan”).

The aggregate annual award value

under the Incentive Plan will be equal to a target of up to $ 50,000 worth of Equity Awards, as adjusted from time to time, (the “Grant”),

which will be pro-rated for the first year.

A partial Grant will be possible if some but not all KPIs are achieved or other achievements

outside of the KPIs are deemed to justify a Grant.

April 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight

(1-for-8) reverse split (the “Reverse Split”), and decreasing the number of shares of its authorized common stock from 500,000,000

shares to 50,000,000 (the “Common Stock Decrease”) and its preferred stock from 50,000,000 to 5,000,000 (the “Preferred

Stock Decrease”).

The Reverse Split, Common Stock Decrease and Preferred Stock Decrease became effective on April 27, 2023.

a result of the Reverse Split, every 8 shares of the Company’s issued and outstanding common stock shall have automatically converted

into one share of common stock, without any change in the par value per share and began trading on a post-split basis under the Company’s

existing trading symbol, “EZFL,” when the market opened on April 27, 2023.

A total of approximately 3,600,577 shares of common

stock were issued and outstanding immediately after the Reverse Split.

No fractional shares will be outstanding following the Reverse

Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional

fraction of a share of common stock to round up to the next whole share.

In addition, effective as of the same time as the Reverse Split,

proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of common stock

subject to such options or warrants and the exercise price thereof.

of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

to June 30, 2023, the Company executed employment and consulting agreements with certain of its officers and directors.

These agreements

contain various compensation arrangements pertaining to the issuance of stock and cash.

The stock portion of the compensation contains

vesting provisions and are recorded as earned.

July 24, 2023, Jack Levine notified the Company that he was resigning as a member of the Board of Directors (the “Board”)

of the Company, effective as of July 24, 2023.

Jack Levine’s resignation as a director does not reflect any disagreement with

the Company on any matter relating to the Company’s operations, policies, or practices.

July 25, 2023, Arthur Levine notified the Company that he was resigning as the Chief Financial Officer (“CFO”) of the Company,

effective as of July 25, 2023.

Arthur Levine’s resignation as CFO does not reflect any disagreement with the Company on any

matter relating to the Company’s operations, policies, or practices.

July 28, 2023, Messrs.

Allen Weiss, Luis Reyes, and Mark Lev notified the Company that each was resigning as a member of the Board of

the Company, effective as of July 28, 2023.

The resignation as a director of each of Mr.

Allen Weiss, Mr.

Luis Reyes and Mr.

does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

August 1, 2023, the Board appointed Mr.

Michael Handelman as the CFO of the Company.

Handelman’s employment began on August

Michael Handelman , age 64, has served as an independent consultant with chief financial officer duties since July 2015.

July 2015, he has managed the securities reporting, year-end and interim closings, consolidated financial reporting, financial planning

and day-to-day accounting operations of companies and their subsidiaries.

From February 2011 to June 2015, Mr.

Handelman was the CFO

of a biopharmaceutical company.

Handelman holds a Bachelor of Science in accounting and holds an inactive certified public accountant

on August 1, 2023, the Board appointed Mr.

Bennett Kurtz to the Board an independent director.

Kurtz has been the president and chief

executive officer of Kurtz Financial Group, a privately held venture capital/investment banking firm, since July 2001.

From January 2020

to March 2023, Mr.

Kurtz was the CFO of First Phosphate Corp., he now serves as the chief administrative officer.

as a member of the Board will continue until its expiration or renewal at the Company’s next annual meeting of shareholders or

until his earlier resignation or removal.

information concerning the events of July 28, 2023 and August 1, 2023 have been furnished with the Company’s Current Report on

Form 8-K, as filed with the SEC on August 3, 2023.

August 4, 2023, the Board appointed Messrs.

Jack Leibler;

and Yehuda Levy to the Board, effective August 4, 2023.

has appointed both Messrs.

Leibler and Oppen to serve as independent board members.

Jack Leibler, age 83, previously served as an adjunct professor at New York University.

Leibler graduated from Yale Law

School and was admitted to the state bar of New York in 1965.

From 1965 to 1972, Mr.

Leibler worked at various law firms.

Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs.

Upon retiring from the Port Authority of New York and New Jersey, Mr.

Leibler began a consulting company, consulting large private interests

through 2013.

Since 2016, Mr.

Leibler has been retired.

Leibler’s term as a member of the Board will continue until its expiration

or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal.

Sean Oppen, age 49, has been a managing member of Strategic Exchange Management, LLC since 2002.

Oppen has experience in evaluating

international investment and lending opportunities in small to medium size businesses.

Levy, age 30, has been serving as the Company’s interim chief executive officer since April 24, 2023.

He is the founder of EzFill

FL, LLC, which was sold to the Company in 2019.

Since then, Mr.

Levy has served in various roles at the Company;

most recently, he acted

as the Company’s Vice-President of Operations.

connection with their service on the Board, Messrs.

Leibler and Oppen will receive $ 130,000 worth of the Company’s common stock

annually, which stock compensation will be based on a specific dollar amount translated into a specific number of shares of stock.

Leibler and Oppen services as board members will begin on August 4, 2023 and for this year will be pro-rated on an annual

basis from August 4, 2023.

Board compensation may be modified from time to time as determined by the Company’s compensation committee.

information concerning the events of August 4, 2023 have been furnished with the Company’s Current Report on Form 8-K, as filed

with the SEC on August 10, 2023.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Payable Related Party

July 2023, an entity controlled by a majority stockholder (approximately 24 % common stock ownership) advanced $ 440,000 in working capital

funds (net of an original discount of $ 40,000 resulting in net proceeds of $ 400,000 ).

note bears interest at 8 % for the first nine (9) months, then increases to 18 % and is due in September 2023.

The note will automatically

be extended in two (2) month increments at the option of the lender.

In the event of a capital raise of at least $ 2,000,000 all unpaid

principal and accrued interest will be due.

the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due.

The lender will have the

option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days.

August 2023, an entity controlled by a majority stockholder (approximately 24 % common stock ownership) advanced $ 440,000 in working capital

funds (net of an original discount of $ 40,000 resulting in net proceeds of $ 400,000 ).

note bears interest at 8 % for the first nine (9) months, then increases to 18 % and is due in October 2023.

The note will automatically

be extended in two (2) month increments at the option of the lender.

In the event of a capital raise of at least $ 3,000,000 all unpaid

principal and accrued interest will be due.

the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due.

The lender will have the

option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days.

into Material Definitive Agreement Related Party

August 10, 2023, the Company , the members (the “Members”) of Next Charging LLC (“Next

Charging”) and Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange

Agreement”), pursuant to which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging

(the “Membership Interests”) in exchange for the issuance (the “Share Exchange”)

by the Company to the Members of shares of Common Stock, par value $ 0.0001 per share, of the Company (the

“Common Stock”).

Upon consummation of the transactions contemplated by the Exchange Agreement (the “Closing”

and, the date of the Closing, the “Closing Date”), Next Charging will become a wholly-owned subsidiary of the Company.

Charging is a renewable energy company formed by Michael D.

Next Charging has plans to develop and deploy wireless electric vehicle

charging technology coupled with battery storage and solar energy solutions.

Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman

of the Company.

Farkas is the managing member and CEO of Next Charging.

Farkas is also the beneficial owner of approximately

24 % of the Company’s issued and outstanding common stock.

Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate

of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares

of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and

(iv) compliance with the rules and regulations of The Nasdaq Stock Market.

the Closing, all of the Membership Interests will be exchanged for 100,000,000 shares of Common Stock (“Exchange Shares”),

which shall be apportioned between the Members pro rata.

16,000,000 Exchange Shares will vest on the Closing Date, and the remaining

84,000,000 Exchange Shares (the “Restricted Shares”) will be subject to vesting or forfeiture.

The Restricted Shares will

vest, if at all, according to the following schedule:

Restricted Shares will vest upon the Company completing the acquisition of the acquisition target as set forth in the Exchange Agreement’s

disclosure schedules;

of the Restricted Shares will vest upon the Company completing the acquisition of the second acquisition target as set forth in the

Exchange Agreement’s disclosure schedules;

every $ 20,000,000 of proceeds received by the Company following the Closing from (i) any issuance of its equity securities or debt

or through the receipt of grants, rebates or subsidies received from utilities, government agencies, quasi government

agencies, or granting/rebate authorities, calculated collectively, an additional 10,000,000 Restricted Shares shall vest .

additional 10,000,000 Restricted Shares will vest for each of the first three traditional gas station and rest-stop/service station

or other income-producing property that will offer fuel and electric vehicle charging centers, in each case which (i) has reasonable

space available to develop and deploy the systems proposed to be developed and deployed by the Company at such location and (ii)

serve the purpose of generating revenue from fuel, electric vehicle charging and solar and battery storage systems (the “ Fueling

Stations ”) purchased by the Company following the Closing as a direct result of the occurrence of the Exchange Agreement

and the transactions therein ;

additional 5,000,000 Restricted Shares will vest upon each subsequent Fueling Station purchased by the Company following the closing

as a direct result of the occurrence of the Exchange Agreement and the transactions therein, beyond the three Fueling Stations ;

Restricted Shares will vest for each solar, wireless electric vehicle charging, and/or battery storage, system, being systems in

which energy is stored in order to reduce load and capacities on the electrical grid, deployed as a standalone system and not as

a fuel station (which shall mean that the system is deployed and operational as a standalone system and not as a fuel station) by

the Company following the Closing ;

Restricted Shares will vest upon the deployment by the Company of the first beta of dynamic wireless EV charging following the Closing ;

Restricted Shares will vest upon the sale by the Company to a residential customer of the first wireless EV charging station that

is developed based on intellectual property owned by the Company at such time, with such sale following the Closing .

of the representations, warranties or covenants of the parties to the Exchange Agreement will survive the Closing.

information set forth above is qualified in its entirety by reference to the Exchange Agreement which is incorporated by reference herein

and was attached as Exhibit 10.1 to the Company’s Form 8K filed on August 16, 2023

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