What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-14 compared with 2023-08-21 · 533 added, 486 removed, 940 unchanged (52% of the section changed)

8 unchanged sentences

and Subsidiary

Consolidated Balance Sheets

June 30, 2023

Balance Sheets

September 30, 2023

December 31, 2022

9 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

Line of credit

Notes payable - net

Notes payable – related party

Notes payable - related parties - net

Notes payable - net

Operating lease liability

1 unchanged sentence

Long Term Liabilities

Notes payable

Notes payable - net

Operating lease liability

3 unchanged sentences

Stockholders’ Equity

Preferred stock - $ 0.0001

Preferred stock - $ 0.0001 par value;

5,000,000 shares authorized none issued and outstanding, respectively

Common stock - $ 0.0001

par value, 50,000,000

shares authorized 3,791,332

shares issued and 3,641,332

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

Common stock - $ 0.0001 par value, 50,000,000 shares authorized 3,962,461 shares issued and 3,812,461

shares outstanding at September 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 Redeemable Common Stock and Stockholders’ Equity

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Statements of Operations and Comprehensive Loss

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Costs and Expenses

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and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30,

Statements of Changes in Stockholders' Equity

the Three and Nine Months Ended September 30, 2023

Preferred Stock

Other Comprehensive

Comprehensive

Stockholders’

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Stock based compensation - other

Stock issued as debt issue costs

Stock issued as debt issue costs (contingent shares)

Stock issued as debt issue costs - related party

Stock issued as debt issue costs (contingent shares) - related party

Unrealized gain on debt securities

3 unchanged sentences

( 39,662,743 )

Stock based compensation - related parties

Stock based compensation - other

Stock issued as debt issue costs - related party

Stock issued for services

( 2,226,738 )

September 30, 2023

$ ( 41,889,481 )

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

Holdings, Inc.

and Subsidiary

Statements of Changes in Stockholders' Equity

the Three and Nine Months Ended September 30, 2022

Preferred Stock

Other Comprehensive

Comprehensive

Stockholders’

10 unchanged sentences

( 20,605,906 )

Notes payable - net

Unrealized loss on debt securities

( 3,872,670 )

June 30, 2022

( 24,478,576 )

Balance, value

4 unchanged sentences

( 4,076,409 )

June 30, 2022

September 30, 2022

$ ( 28,554,985 )

4 unchanged sentences

and Subsidiary

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

Statements of Cash Flows

For the Nine Months Ended

September 30,

Operating activities

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Bad debt expense

Warrants issued for services rendered

Stock issued for services

6 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Operating lease liability

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Proceeds from line of credit

Proceeds from loans payable

Proceeds from loan payable - related party

Proceeds from notes payable

Proceeds from notes payable - related party

Proceeds from stock issued for cash

Cash paid for direct offering costs

Repayments on loans payable

Repayments on line of credit

( 1,000,000 )

Repayments on notes payable

Repayments on loan payable - related party

2 unchanged sentences

( 1,661,563 )

( 8,983,669 )

Cash - beginning of period

5 unchanged sentences

Debt discount

Realized gains on sale of investments in debt securities - elimination of AOCL

Adjust note balance for actual borrowings

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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.

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

the results of operations and cash flows for the periods presented.

The results of operations for the nine months ended September 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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

and Going Concern

reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2023, the Company

loss of $ 7,044,320 ;

cash used in operations was $ 5,439,667

Additionally,

at September 30, 2023, the Company had:

deficit of $ 41,889,481

Stockholders’

equity of $ 137,506 ;

capital deficit of $ 3,103,544

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

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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

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.

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.

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.

The Company had cash on hand

of $ 405,230 at September 30, 2023.

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

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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.

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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

to expand into new markets,

Collaborations

with other operating businesses;

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

2 - Summary of Significant Accounting Policies

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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

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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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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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.

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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.

estimates during the nine months ended September 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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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

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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).

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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

At September 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.

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

9 unchanged sentences

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.

September 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

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

insured limits.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Available-for-sale

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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

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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:

following is a summary of the unrealized gains, losses, and fair value by investment type at September 30, 2023 and December 31, 2022,

respectively:

of Unrealized Gains, Losses, and Fair Value

June 30, 2023

September 30, 2023

Amortized Cost

Gross Unrealized Losses

Gross Unrealized

Corporate Bonds

1 unchanged sentence

Amortized Cost

Gross Unrealized Losses

Gross Unrealized

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.

losses, including amortization of bond premiums on these debt securities were $ 34,556 and $ 26,072 at September 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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

in the elimination of the historical accumulated other comprehensive loss balance.

December 31, 2022, 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.

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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

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determination is made.

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

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

of Accounts Receivable

June 30, 2023

September 30, 2023

December 31, 2022

2 unchanged sentences

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.

was bad debt expense of $ 1,086 and $ 2,040 for the three months ended September 30, 2023 and 2022, respectively.

was bad debt expense of $ 83,564 and $ 16,938 for the nine months ended September 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.

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.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

consists solely of fuel.

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

method of inventory valuation.

Management assesses the recoverability of its inventory and establishes reserves on a quarterly basis.

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

September 30, 2023 and December 31, 2022, the Company had inventory of $ 183,271 and $ 151,248 , respectively.

Concentrations

1 unchanged sentence

of Concentration Of Risk

Six Months Ended June 30

Nine Months Ended September 30

Nine Months Ended

Year Ended December 31,

Six Months Ended June 30

HOLDING, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30

of Long-lived Assets including Internal Use Capitalized Software Costs

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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.

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

and Equipment

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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.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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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.

at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate

recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities).

In connection with any extinguishments of equity

based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability

balance extinguished..

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.

September 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.

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underlying debt instrument, in the Consolidated Statements of Operations.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of Use Assets and Lease Obligations

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borrowing rate.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Currently, the Company only

has single performance obligations.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

the transaction price

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contracts contain a significant financing component.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

the transaction price to performance obligations in the contract

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related to the performance obligations.

The Company’s contracts have a distinct single performance obligation and there are no

contracts with variable consideration.

revenue when or as the Company satisfies a performance obligation

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Therefore, revenue is recognized at a point in time.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

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

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

of Disaggregation of Revenue

Nine Months Ended September 30,

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

HOLDING, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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”.

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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.

As of September 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.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

the three and nine months ended September 30, 2023, the Company generated net losses.

At September 30, 2023, the Company has an estimated

income tax liability of $ 0 .

costs are expensed as incurred.

1 unchanged sentence

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 recognized $ 20,020 and $ 488,288 in marketing and advertising costs during the three months ended September 30, 2023 and 2022,

respectively.

Company recognized $ 68,740 and $ 1,072,089 in marketing and advertising costs during the nine months ended September 30, 2023 and 2022,

respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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life of option

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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upon conversion would be anti-dilutive.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

of Dilutive Equity Securities Outstanding

Stock options

September 30, 2023

September 30, 2022

Stock options (vested)

Warrants (vested)

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

Note 5 regarding the Company’s 150,000 shares of common stock issued to a lender, of which shares are considered issued but not

The related contingency was resolved in October 2023.

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

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

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have been retroactively restated to the earliest period presented.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

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

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.

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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.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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 (“Vaknin”) is the Chief Operating Officer of Telx and its sole

Pursuant 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.

connection with this agreement, Vaknin is entitled to receive up to 325,000 shares of common stock.

At September 30, 2023, 130,000 shares

have vested, the remaining 190,000 shares remain unvested.

See Note 10 regarding share exchange agreement with

Next Charging, LLC.

Accounting Standards

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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.

for creditors with respect to loan refinancing’s and restructurings for borrowers experiencing financial difficulty.

ASU 2022-02 was effective

4 unchanged sentences

financial statements.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

2 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

3 – Property and Equipment

1 unchanged sentence

of Property and Equipment

Estimated Useful

September 30, 2023

December 31, 2022

Lives (Years)

37 unchanged sentences

Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022.

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

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

HOLDING, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Additionally,

7 unchanged sentences

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.

and amortization expense for the three months ended September 30, 2023 and 2022 was $ 278,442 and $ 226,724 , respectively.

and amortization expense for the nine months ended September 30, 2023 and 2022 was $ 829,137 and $ 1,277,108 , 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

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

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

of Accounts Payable and Accrued Liabilities

September 30, 2023

December 31, 2022

Accounts payable

1 unchanged sentence

Accrued interest

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

Accounts payable and Accrued Liabilities

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2023 and December

31, 2022, respectively.

Payable – Related Parties

of Notes Payable and Related Parties and Redeemable Common Stock

Notes #4 - #9

Related Party

Issuance date of note

Maturity date

September 2023

July 2023 - September 2023

Maturity date - initial

September 2023 - November 2023

Maturity date - as amended

See discussion below

Interest rate #1

5 % - in the first month

5 % - first month

8 % - first nine months

Interest rate #2

13 % - beginning second month

18 % - beginning tenth month

Balance - December 31, 2022

Original issue discount

( 1,188,900 )

Amortization of debt discount

Balance - June 30, 2023

Balance - September 30, 2023

#1 and related Loss on Debt Extinguishment

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

2 unchanged sentences

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

4 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

If the Company repaid the note at the maturity date (October 2023), these shares would be returnable.

September 30, 2023, these 150,000 shares 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

1 unchanged sentence

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.

At September 30, 2023, these 150,000 shares of have been excluded from the calculation of both basic and diluted earnings per share.

October 2023 (the initial maturity date), the Company executed a loan extension with the lender.

In connection with extending the due

date from October 2023 to April 2024, the 150,000 shares were deemed earned on that date.

Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that

the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted

in an extinguishment of the debt.

Specifically,

on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater

than 10% different from the present value of the remaining cash flows under the original debt instrument.

to September 30, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

of Loss on Debt Extinguishment

Fair value of debt and common stock on extinguishment date *

Fair value of debt subject to modification

Loss on debt extinguishment

* The Company valued the

issuance of the 150,000 commitment

shares at $ 291,000 ,

based upon the quoted closing trading price on the date of modification ($ 1.94 /share).

to September 2023, and in connection with the modification, the contingency is considered resolved.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

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.

Company has determined that in the event of default, the note will be treated as a derivative liability subject to financial reporting

at fair value and related mark to market adjustments in subsequent reporting periods.

September 30, 2023, no events of default had occurred.

unamortized debt discount related to this note at September 30, 2023 was $ 8,951 .

lender is considered a related party since it has a greater than 5 % controlling interest in the Company’s outstanding common stock.

entity controlled by a majority stockholder (approximately 20 % common stock ownership) advanced working capital funds (net proceeds of

1 unchanged sentence

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company executed a six-month (6) note payable with a face amount of $ 600,000 , less an original issue discount of $ 60,000 , along with

an additional $ 28,900 in transaction related fees (total debt discount and issue costs in cash of $ 88,900 ), resulting in net proceeds

of $ 511,100 .

connection with obtaining this note, the Company also issued 150,000 shares of common stock to the lender having a fair value of $ 406,500 ,

based upon the quoted closing trading price ($ 2.71 /share).

issuance of these shares resulted in an additional debt issue cost.

In total, the Company recorded debt discounts/issuance costs of $ 495,400

which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

the note is initially due in March 2024, the Company has the right to extend the note by an additional six-months (6) to September 2024.

the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 and the lower of the

average VWAP over the ten (10) preceding trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading

days or a floor price of $ 0.20 .

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Note #1), all of the

notes with this lender will be considered in default.

September 30, 2023, no events of default had occurred.

unamortized debt discount related to this note at September 30, 2023 was $ 413,741 .

lender is considered a related party since it has a greater than 5 % controlling interest in the Company’s outstanding common stock.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,485,000 , less original issue discounts of $ 135,000 ,

resulting in net proceeds of $ 1,350,000 .

notes are initially due two-months (2) from their issuance dates.

If the notes reach maturity and are still outstanding, the notes and

related accrued interest will automatically renew for successive two-month (2) periods under the same terms as noted above ( 8 % interest

1 st nine-months (9) then 18 % each month thereafter).

lender is required to issue in writing any event of default.

If an event of default occurs, all outstanding principal and accrued interest

will be multiplied by 150% and become immediately due.

Additionally, if the Company raises $ 3,000,000 (debt or equity based), the entire

outstanding principal and accrued interest are immediately due.

Finally, in an event of default, the lender has the right to convert

any or all of the outstanding principal and accrued interest into common stock equal to the average closing price over the ten (10) trading

days ending on the date of conversion.

In the event such a conversion were to occur, which can only happen by default, the Company would

evaluate the potential for recording derivative liabilities.

At September 30, 2023, the Company is not in default on any of these notes

and believes its in compliance with all terms and conditions of the notes.

unamortized debt discount related to these notes at September 30, 2023 was $ 16,311 .

lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 % stockholder in the Company.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

of Notes Payable Non - Vehicles

Issuance date of note

6 unchanged sentences

Amortization of debt discount

Balance - June 30, 2023

Balance - September 30, 2023

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

6 unchanged sentences

of $ 250,000 .

unamortized debt discount at September 30, 2023 was $ 19,690 .

HOLDING, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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

of Notes Payable Vehicles

Maturity Date

Interest Rate

September 30, 2023

December 31, 2022

2024 - November 2025

2025 - May 2027

4.9 % - 7.44 %

0.9 % - 9.05 %

current portion

Company executed various vehicle notes with third parties as follows:

3 unchanged sentences

Balance - December 31, 2022

Balance - June 30, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Balance - September 30, 2023

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

4 unchanged sentences

2023 (3 Months)

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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.

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

borrowings under the line of credit were $ 0 and $ 3,000,000 at September 30, 2023 and December 31, 2022, respectively.

line of credit was repaid in September 2023 for $ 1,008,813 (principal of $ 1,000,000 plus accrued interest of $ 8,813 ).

secure the repayment of the Credit Limit, the Bank had 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.

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

interest rate on the Line of Credit was 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

In connection with the repayment of the line of credit, no further advances had been made and the bank closed the

line of credit.

6 – Fair Value of Financial Instruments

2 unchanged sentences

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.

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

As noted above, all

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

7 – Commitments and Contingencies

23 unchanged sentences

borrowing rate based on market sources including relevant industry data.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

11 unchanged sentences

in determining the present value of lease payments.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

7 unchanged sentences

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.”

September 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.

6 unchanged sentences

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

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

respectively:

of Operating Lease assets and Liabilities

September 30, 2023

December 31, 2022

Operating 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

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

September 30, 2023

September 30, 2022

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

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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.

5 unchanged sentences

Total undiscounted cash flows

amount representing

amount representing interest

Present value of operating lease liability

current portion

of operating lease liability

Long-term 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.

5 unchanged sentences

10, 2023 (Non-Independent Director),

19, 2023 (Chief Technology Officer);

24, 2023 (Interim Chief Executive Officer)

19, 2023 (Chief Technology Officer) (“CTO”);

24, 2023 (Interim Chief Executive Officer) (“ICEO”)

February 2023, the Company’s non-independent director received 10,417 shares of common stock, having a fair value of $ 40,000 , based

upon the quoted closing price ($ 3.84 /share).

This expense was recorded as a component of general and administrative expenses for the

nine months ended September 30, 2023.

April 2023, the Company’s CTO was entitled to receive up to 325,000 shares of common stock, subject to vesting provisions for services

These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 2.56 /share).

the nine months ended September 30, 2023, the CTO vested in 130,000 shares of common stock, having a fair value of $ 198,178 , This expense

was recorded as a component of general and administrative expenses for the nine months ended September 30, 2023.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

June and August 2023, the Company granted various board directors an aggregate 220,840 shares of common stock having a fair value of

$ 455,000 on the grant date based upon the quoted closing trading price ($ 1.98 - $ 2.21 /share).

All shares will vest in June 2024 at the

Company’s annual meeting.

of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

Company has filed several Form 8K’s during July and August 2023 related to the hiring and termination of various officers, directors

and board members.

Contingencies

5 unchanged sentences

for potential insurance or third-party recoveries.

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

As of September 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:

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

shares authorized

4 unchanged sentences

of redemption - none

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

shares issued and 3,812,461 shares outstanding at September 30, 2023, and 3,335,674 shares issued and outstanding at December 31,

value - $ 0.0001

3 unchanged sentences

Stock Incentive Plans.

Transactions for the Six Months Ended June 30, 2023

Transactions for the Nine Months Ended September 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.

Company sold 8,393 shares of common stock for $ 25,803 ($ 3.06 – 3.53 /share) through at the market (“ATM”) 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.

Company issued an aggregate 191,623 shares of common stock to a Company officer as well various board members for services rendered,

having a fair value of $ 502,761 ($ 1.75 – $ 3.51 /share), based upon the quoted closing trading price.

The issuance of these shares

was pursuant to vesting.

Issued for Services

Company issued 25,000 shares of common stock to a consultant for services rendered, having a fair value of $ 119,750 ($ 4.79 /share), based

upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party

Company issued 250,000 shares of common stock in connection with the issuance of a note payable (See Note 5), having a fair value of

$ 662,500 ($ 2.56 - $ 2.71 /share), based upon the quoted closing trading price.

The lender holds a greater than 5 % controlling interest

in the Company.

HOLDING, INC.

1 unchanged sentence

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.

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.

The 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

5 unchanged sentences

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

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

presented below:

Schedule of Company Nonvested Shares

Weighted Average

Non-Vested Shares

Balance - December 31, 2021

1 unchanged sentence

Balance - December 31, 2022

Balance - June 30, 2023

HOLDING, INC.

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Cancelled/Forfeited

Balance - September 30, 2023

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

1 unchanged sentence

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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:

September 30, 2023, unrecognized stock compensation expense related to restricted stock was $ 515,051 , which will be recognized over a

weighted-average period of 0.19 years

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

of Stock Option Activity

Stock Options

Exercise Price

Outstanding - December 31, 2021

6 unchanged sentences

Cancelled/Forfeited

Outstanding - June 30, 2023

Vested and Exercisable - June 30, 2023

Unvested and non-exercisable - June 30,

Outstanding - September 30, 2023

Vested and Exercisable - September 30, 2023

Unvested and non-exercisable - September 30, 2023

HOLDING, INC.

1 unchanged sentence

TO CONSOLIDATED FINANCIAL STATEMENTS

Months Ended June 30, 2023

Months Ended September 30, 2023

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

3 unchanged sentences

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.

the Company recorded a grant date fair value of $ 23,920 .

All previously recorded stock based compensation ($ 7,973 ) was 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:

4 unchanged sentences

Risk free interest rate

September 30, 2023, the Company determined that all outstanding options previously granted were held by former officers, directors and

None of these individuals had timely exercised their options post termination in an allowable time period.

Ended December 31, 2022

5 unchanged sentences

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.

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

also 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 .

2 unchanged sentences

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:

HOLDING, INC.

AND SUBSIDIARY

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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)

2 unchanged sentences

Risk free interest rate

compensation expense for the nine months ended September 30, 2023 and 2022 included those amounts associated with vesting of common stock

and options of $ 569,519 and $ 1,145,472 , respectively with various officers and directors.

These amounts also included a reduction related

to common stock and stock options for individuals who were terminated and did not vest in their awards, in which the Company recorded

previously recognized expense.

These amounts were insignificant.

the totals above, $ 553,994 and $ 694,524 were for related parties for the nine months ended September 30, 2023 and 2022, respectively.

HOLDING, INC.

1 unchanged sentence

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:

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

of Stock Warrant Activity

7 unchanged sentences

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

Outstanding - September 30, 2023

Vested and Exercisable - September 30, 2023

Unvested and non-exercisable - September 30, 2023

9 – Acquisition

10 unchanged sentences

of a business under ASC 805.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

13 unchanged sentences

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

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.

At September 30, 2023, the vehicles

acquired are still in service.

10 – Material Definitive Agreement as Amended and Reverse Acquisition

into Material Definitive Agreement Related Party – as Amended and Restated

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 up to 100,000,000 shares of common stock.

HOLDING, INC.

1 unchanged sentence

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.

agreement was amended on November 2, 2023, as follows:

shares of common stock will vest upon the closing of the acquisition of Next Charging,

shares of common stock will vest upon the acquisition of the first target;

shares of common stock will vest upon the Company commercially deploying the third solar,

wireless electric vehicle charging, microgrid, and/or battery storage system.

an additional condition to be satisfied prior to the Closing, Next Charging is also required to take actions to record the assignment

to itself of a patent mentioned in the Amended and Restated Exchange Agreement.

Charging is a renewable energy company formed by Michael D.

10 unchanged sentences

(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

the time of closing, there will be a change in control, in a transaction treated as a reverse acquisition.

Form 8-K filed on November 2, 2023 for additional information.

11 – Subsequent Events

Payable Related Party – Material Stockholder greater than 5%

October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000 , less an original issue discount of

$ 48,000 , resulting in net proceeds of $ 272,000 .

connection with obtaining this note, the Company also issued 260,000 shares of common stock to the lender having a fair value of $ 539,760 ,

based upon the quoted closing trading price ($ 2.076 /share).

issuance of these shares resulted in an additional debt issue cost.

In total, the Company recorded debt discounts/issuance costs of $ 587,760

which is being amortized over the life of the note to interest expense.

the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 and the lower of the

average VWAP over the ten (10) preceding trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading

days or a floor price of $ 0.20 .

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default, all of the notes with

this lender will be considered in default.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

Payable Related Party – Material Stockholder greater than 20%

November 2023, an entity controlled by a majority stockholder (approximately 20 % common stock ownership) advanced $ 165,000 in working

capital funds (net of an original discount of $ 15,000 resulting in net proceeds of $ 150,000 ).

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 $ 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.

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