What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-03-20 · 555 added, 620 removed, 249 unchanged (83% of the section changed)

is a leading on-demand fuel delivery company in Florida and the only mobile fueling company that combines on-demand fills and subscription

services which fill customer vehicles on routine intervals.

The emergence of the digital technology, GPS-Based / On-Demand consumer deliveries,

and the sharp increase in home delivery of products and services during the COVID-era are trends expected to continue in the post-COVID

The increased adoption rate of such ‘at home’ or ‘at work’ delivery of products and services has become

the method both individual and commercial customers prefer.

provides customers in Florida the ability to have fuel delivered to their vehicles (cars, trucks, and specialty vehicles) without

is an on-demand fuel delivery company in South Florida and the only mobile fueling company that combines on-demand fills and subscription

services which fill customer vehicles on routine intervals for the consumer, fleet, marine and other specialty markets.

The emergence

of digital technology, GPS-Based / On-Demand consumer deliveries, and the sharp increase in home delivery of products and services during

the COVID-era are trends expected to continue in the post-COVID economy.

The increased adoption rate of such ‘at home’ or

‘at work’ delivery of products and services has become the method both individual and commercial customers prefer.

provides customers in South Florida the ability to have fuel delivered to their vehicles (cars, trucks, and specialty vehicles) without

having to leave the comfort of their home, office, and job site.

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high demand cases in vehicle operations.

individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle

EzFill Mobile Delivery Truck

For CONSUMERS, EzFill services individual “consumer” customers directly at their residences or places of work.

In the consumer vertical, EzFill customers sign-up for EzFill services individually, or as part of employer which offer discounted

EzFill services to their employees as an employee benefit while at work at offices, in office parks or on-job locations.

Fuel deliveries

are completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries.

the COMMERCIAL vertical, EzFill provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars,

livery operators, and job sites.

Deliveries for the commercial vertical are completed during down-times, when the majority of commercial

vehicles are at designated locations.

This method also allows EzFill to complete multiple fills at once, while providing the commercial

customers the benefit of a fleet of fueled vehicles ready for operations on any given morning.

These are individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets .

CONSUMERS, EzFill services individual “consumer” customers directly at their residences or places of work.

consumer vertical, EzFill customers sign-up for EzFill services individually, or as part of an employer which offers discounted EzFill

services to their employees as an employee benefit while at work at offices, in office parks or on-job locations.

Fuel deliveries are

completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries .

the COMMERCIAL vertical, EzFill provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars, livery

operators, and job sites.

Deliveries for the commercial vertical are completed during down-times, when the majority of commercial vehicles

are at designated locations.

This method also allows EzFill to complete multiple fills at once, while providing the commercial customers

the benefit of a fleet of fueled vehicles ready for operations on any given morning .

the SPECIALTY vertical, EzFill adapts to each market based on the type of vehicles that can benefit from “at location”

fuel delivery.

In EzFill’s home market, Florida, their “specialty” vertical services hundreds of boat owners at

the marinas at which they are docked.

EzFill’s specialty market also includes equipment rental companies, construction job

sites, agricultural operations, motorsports events and recreational vehicle grounds.

In EzFill’s home market, Florida, their “specialty” vertical services hundreds of boat owners at their

homes or at marinas at which they are docked.

EzFill’s specialty market also includes equipment rental companies, construction

job sites, agricultural operations, motorsports events and recreational vehicle grounds.

Model – Resolving Pain Points in the Consumer and Commercial Fuel Customer Markets

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major issues with the status of the industry, such as :

People find going to the gas station inconvenient.

Leaving the house, a little late in the morning on an empty tank means coming

late to the office or stopping for gas on your way home after a long day.

This number does not include the time it takes to drive

to and from the gas station.

Our solution saves our customers time and shaves time off of our customers commutes to and

Our Mobile Fueling Truck brings a convenient fueling solution that we expect to disrupt the current industry by saving

our customers time and helping them to avoid the stress of not having a full tank of gas.

People find going to the gas station inconvenient and time consuming.

Leaving the house a little late in the morning on an empty

tank means arriving late to the office or stopping for gas on your way home after a long day is inconvenient.

This number does not

include the time it takes to drive to and from the gas station.

Our solution saves our customers valuable time and shaves time off

of our customers’ commutes to and from work.

Our Mobile Fueling Truck brings a convenient fueling solution that is disrupting

the current industry by saving our customers valuable time and helping them to avoid the stress of not having a full tank of gas .

Driver Expense.

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According to Shell’s

research, 48% of fleet managers think that improving practices to tackle fraud could reduce a fleet’s fuel spend by more than

5% and 14% of fleet managers believe it would reduce fuel spend by more than 10%.

EzFill’s solution tackles fraud head on by

taking the drivers out of the equation.

EzFill brings the gas directly to our customers fleets and reduces the risk of driver related

research, 48% of fleet managers think that improving practices to tackle fraud could reduce a fleets fuel spend by more than 5% and

14% of fleet managers believe it would reduce fuel spend by more than 10%.

EzFill’s solution tackles fraud head on by taking

the drivers out of the equation.

EzFill brings the gas directly to our customers fleets and reduces the risk of driver related fuel

The rising cost of real estate in major metros, over the past couple of years has caused many gas stations to close their

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Product Offerings

provide gas delivery via our Mobile Fueling Trucks in the greater South Florida area as well as in the West Palm Beach, Jacksonville,

Tampa, and Orlando areas, and expect to soon begin fueling in other areas in Florida.

Our goal is to service all our customers across

all our lines of business at predictable locations during vehicle downtimes.

Our fleet currently includes 24 Mobile Fueling Trucks that

we utilize to deliver fuel directly to our customers.

We have three major lines of business and to our knowledge we are the only company

in the space which fuels all three verticals:

provide gas delivery via our Mobile Fueling Trucks in the greater South Florida area as well as in the Tampa and Orlando areas and expect

to soon begin fueling in other areas in Florida.

Our goal is to service all our customers across all our lines of business at predictable

locations during vehicle downtimes.

Our fleet currently includes 24 Mobile Fueling Trucks that we utilize to deliver fuel directly to

our customers.

We have three major lines of business and to our knowledge we are the only company in the space which fuels all three

CONSUMERS AT HOME AND AT WORK

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to our residential customers, so they can live with the comfort of knowing that they will never be without a full tank of gas when they

Additionally, because of our lower operational costs, our competitive pricing keeps our residential customers from having to

travel out of their neighborhood for lower gas prices.

Our residential customers currently pay a delivery fee or they have the option

to pay a monthly subscription for unlimited deliveries.

We currently offer delivery to residential customers in Miami-Dade, Broward,

and Palm Beach counties, as well as the Tampa area.

Our service is a great new amenity for condominiums, which has been widely used by

residents of the buildings we service and has been enhancing residents’ experience.

entering agreements with local and national businesses, we work directly with businesses HR departments to offer employee perks, and

fuel employees’ cars while they are working .

This is a new and creative benefit for employers to offer, enabling their employees

Additionally, our competitive pricing keeps our residential customers from having to travel out of their neighborhood for lower

Our residential customers currently pay a delivery fee of $4.99 for each delivery or they have the option to pay $9.99 per

month for unlimited deliveries.

We may increase these prices in the future.

We currently offer delivery to residential customers in Miami-Dade,

Broward, and Palm Beach counties, as well as the Orlando and Tampa areas, and expect to soon begin deliveries in other parts of Florida.

Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been

enhancing residents’ experience .

entering agreements with local and national businesses, we work directly with businesses human resource departments to offer employee

perks, and fuel employees’ cars while they are working .

This is a creative benefit for employers to offer, enabling their employees

to have their cars filled, stress free.

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was making unauthorized charges on their fleet card).

fuel fleets at night, so they are ready to go the next day.

This way, drivers stay on the road when and where they are needed most, instead

of spending idle time at a gas station.

EzFill also reduces a driver’s Off Route Time, saving a company money as well as wear and

tear on the company vehicles.

The technology provided, including a customized Dashboard, monitors the fleet and simplifies invoicing

for every customer.

cost analysis makes this point even greater especially when taking in to account that EzFill’s prices are competitive with the

local gas station.

This product offering is sold with zero fees, our fleet customers pay only for

the gas they consume.

We may charge delivery fees to fleet customers in the future .

SPECIALTY MARKETS

delivers fuel directly to other, market-specific personal and commercial vehicles.

In our home market, the prevalence of boats and boat

owners was the first specialty market we developed, particular to the south Florida area which is the base of our services.

stations are some of the highest priced in the country.

We offer low prices and pre-scheduling so our marine customers can get affordable

fuel whenever they need it.

delivers fuel directly to other, market-specific personal and commercial vehicles and tanks.

In our home market, the prevalence of boats

and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services.

Marina gas stations are some of the highest priced in the country.

We offer low prices and pre-scheduling so our marine customers can

get affordable fuel whenever they need it.

The same is true for the markets which we have targeted to enter.

In these markets we find similar, market-specific

vehicles which our future customers use for;

construction or agricultural purposes, personal or recreational vehicle use, motorsports,

or other sporting events where a large concentration of vehicles can be serviced at specific locations.

In these markets we find

similar, market-specific vehicles which our future customers use for;

construction or agricultural purposes, personal or recreational

vehicle use, or sporting events where a large concentration of vehicles can be serviced at specific locations .

addition to our individual, residential customers, we also have structured relationships with property management companies and builders

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Norwegian Cruise Lines, Carnival Cruise Lines, Royal Caribbean, Telemundo, Loreal, Y Green, and more.

Our services are very flexible,

and our residential customers do not have to sign any long-term commitments with us and can decide not to use our service whenever they

Customers we have signed up through

our corporate offerings may also be customers of our residential offering.

Our services are very flexible, and our residential customers

do not have to sign any long-term commitments with us and can decide not to use our service whenever they choose.

commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading

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our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats

at customers’ homes and recently began serving marine customers in the Tampa area.

We are a preferred delivery partner for a mobile

application with thousands of boat-owner users.

We have recently begun developing this line of business and it is growing, mostly through

existing customer outreach and strategic partnerships with marinas.

at customers’ homes.

We are a preferred delivery partner for a mobile application with thousands of boat-owner users.

We have recently

begun developing this line of business and it is growing, mostly through existing customer outreach and strategic partnerships with marinas.

Systems, IT, User Interface and Experience

software systems provide us logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to effectively

service clusters of customers in a specific area or zip code.

At the front end of our system, we employ an app-based approach that provides

all our customers with an easy-to-engage user interface and ordering system.

Customers are able to select the times and locations of

their on-demand or routinely scheduled fills and manage their account on their mobile device and in the future on a computer browser

via our customer portal.

the back end of our system, we have built a proprietary admin control dashboard where we aggregate customer orders based on their location

and expected gallon demand for their vehicles.

The aggregation of customer orders based on these variables triggers a truckload fill

of one of our mobile tankers designated for each of the customer orders our system generates.

software systems provide us with logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to

effectively service clusters of customers in a specific area or zip code.

At the front end of our system, we employ an app-based approach

that provides all our customers with an easy-to-engage user interface and ordering system.

Customers are able to select the times and

locations of their on-demand or routinely scheduled fills and manage their account on their mobile device or desktop system.

the back end of our system, we aggregate customer orders based on their location and expected gallon demand for their vehicles.

The aggregation

of customer orders based on these variables triggers a truckload fill of one of our mobile tankers designated for each of the customer

orders our system generates.

software and IT systems have been developed and customized in-house to provide cost-saving efficiencies which produce higher margins

than traditional, gas station fuel margins.

are planning to expand our software capabilities with a routing system built from the ground up specific for the on-demand business EzFill

This system will use AI and machine learning algorithms that will, among other things, automatically generate outbound “fill

reminder” communications to customers based on their recorded usage amounts and time intervals.

Collecting this data allows us

to be reactive with our customers instead of proactive.

are planning to expand our software capabilities using AI and machine learning algorithms that will, among other things, automatically

generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.

Mobile Application

EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

The goal when

building the app was to order gas in four easy steps.

The EzFill App provides a quick and easy registration process.

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where to deliver the fuel.

A central location for updating payment methods, redeem promo codes and earning free credits by referring friends, family, and colleagues.

Fuel Delivery:

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to check the previous fuel delivery requests and bills.

We plan on soon rolling out our new EzFill Unlimited Loyalty Program.

We believe that a loyalty program will allow our customers

to remain sticky while strengthening the relationship with our brand.

Market Opportunity

provided by Statista indicates that there are about 275 million registered cars in the United States as of 2018.

According to the US

Energy Information Administration, as of May 2022 there was an average of approximately 39 million fill-ups per day.

According to Statista.com,

in 2021, US gas stations produced revenues of roughly 583 billion dollars.

EzFill wants to take advantage of the growing number of US

drivers and the dwindling number of gas stations by bringing the gas directly to the consumers.

We feel that our service is years in

the making and solves many problems posed by the legacy gas station.

EzFill presents a new way for Americans to get gas:

the office, wherever, on demand.

provided by Statista indicates that there are about 286 million registered cars in the United States as of Q1 2023.

According to the

US Energy Information Administration, in 2022 the US used approx.

369 million gallons of fuel per day, with Florida utilizing nearly

21 million gallons per day.

According to Statista.com, in 2022, US gas stations produced revenues of roughly 738 billion dollars.

wants to take advantage of the growing number of US drivers and the dwindling number of gas stations by bringing the gas directly to

the consumers.

We feel that our service is years in the making and solves many problems posed by the legacy gas station.

EzFill presents

a new way for Americans to get gas:

at home, at the office, wherever, on demand.

on-demand market continues to grow.

According to a study conducted by rockresearch.com, in 2019 the on-demand market was $110 billion,

growing by 18% from the previous year (according to PwC research that number is expected to grow to $335 billion by 2025).

The same study

by rockresearch.com indicates that participation in the on-demand market has tripled since 2016, with an estimated 64+ million consumers

purchasing on-demand goods or services.

EzFill believes that the on-demand market will continue to grow and expand into new areas, such

as the gasoline market.

On-demand companies are operating and growing in the:

& Delivery Services

Delivery Services

believes that the on-demand market will continue to grow and this growth will benefit its gas delivery model.

believe our market opportunity is to expand into major MSAs across the continental U.S.

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we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market.

strategy we developed begins with sales in our fleet category, preferably a larger anchor tenant, to build a base of business in the

target city, while developing and strengthening our delivery operations.

Next, after launch, we build outwards from our anchor tenant

and depot to secure corporate and landlord agreements which will allow us to begin marketing our services to their employees and tenants.

These agreements include fueling at large office parks during daytime hours and fueling at residential buildings during nighttime hours.

strategy we developed begins with sales in our fleet category to build a base of business in the target city, while developing and strengthening

our delivery operations.

Next, after launch, we secure corporate and landlord agreements to allow us to begin marketing our services

to their employees and tenants.

These agreements include fueling at large office parks during daytime hours and fueling at residential

buildings during nighttime hours.

generate business through establishing corporate and landlord partnerships, we then leverage companies’ internal communication

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We coordinate with our

partners to set up organic marketing efforts and on-site activations with our brand ambassadors to help increase recognition and assist

users with downloading the app and setting up their accounts.

partners to set up organic marketing efforts with our brand ambassadors to help increase recognition and assist users with downloading

the app and setting up their accounts.

Growth Strategy

strategy is to leverage our established business relationships and generate organic methods of acquiring new markets.

This has given

us significant brand recognition by the consumer and has enabled us to acquire competitor territories.

As we continue to develop our

business relationships and expand our geographic footprint in Florida, our goal is to open in new markets along the east coast.

strategy is to leverage our established business partnerships and generate organic methods of acquiring new markets.

This has given us

significant brand recognition by the consumer and has enabled us to acquire competitor territories.

In doing so, we have generated a

substantial presence and footprint in the regional area in which we operate.

As we continue to develop our business relationships and

expand our geographic footprint in Florida, our goal is to open in new markets along the east coast.

current focus is on expanding its geographic footprint.

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and through acquisitions of existing companies in the space.

We make our expansion decisions based off research into optimal target markets

where public transportation is less prevalent, leading to more residents owning cars and the areas where a demand for lifestyle improving

technology is present.

We make our expansion decisions based off of research into optimal target

markets where public transportation is less prevalent, leading to more residents owning cars and the areas where a demand for lifestyle

improving technology is present.

We also consider State/City/County regulations when assessing new areas to expand into.

We are targeting high

potential locations with the least regulations on mobile fuel delivery.

We are targeting

high potential locations with the least regulations on mobile fuel delivery.

currently has strategic partnerships with businesses across industries such as property management, parking solutions services, travel

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License Agreement

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

under which the Company licensed certain proprietary technology.

Under the terms of the license, the Company issued 265,728 shares of

its common stock to the Licensor upon signing.

The Company also issued 332,160 shares to the Licensor in May 2021 upon the filing of

a patent application related to the licensed technology.

Upon completion of the Company’s IPO, 186,010 shares were issued to the

The Company will issue up to 730,752 additional shares to the Licensor upon the achievement of certain milestones.

the Company has granted stock options for 531,456 shares at an exercise price of $3.76 per share that will become exercisable for three

years after the end of the fiscal year in which certain sales levels are achieved using the licensed technology.

The Company has the

option for four years after the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase

price of 1,062,913 of its common shares.

Until the Company exercise one of these options, it will share with the Licensor 50% of pre-revenue

costs and 50% of the net revenue, as defined, from the use of the technology.

the Technology Agreement, the Company licenses proprietary technology that it believes will enable the Company to expand its services

into certain highdensity areas like New York City.

The Company does not expect any significant revenue from this agreement in 2023.

Fuel Butler has delivered a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from

our failure to issue equity securities to Fuel Butler.

We have been in communications with Fuel Butler regarding the termination of the

Technology Agreement and continue to believe that the Company is in compliance with the Technology Agreement and that the Technology

Agreement continues to be in force.

While we contest Fuel Butler’s claims of breach and contend that in fact Fuel Butler is in

breach, we have communicated to Fuel Butler that we wish to terminate the Technology Agreement.

We have sent a proposal to Fuel Butler

whereby we will cease utilizing the Technology and Fuel Butler will return any shares it received under the Technology Agreement.

to date, the Company has not had further communications with Fuel Butler regarding this matter.

Currently, the Company does not expect

to expand into the state of New York for the foreseeable future.

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

Company licensed certain proprietary technology.

Under the terms of the license, the Company issued 33,216 shares of its common stock

to the Licensor upon signing.

The Company also issued 41,520 shares to the Licensor in May 2021 upon the filing of a patent application

related to the licensed technology.

Upon completion of the Company’s IPO, 23,251 shares were issued to the Licensor.

will issue up to 91,344 additional shares to the Licensor upon the achievement of certain milestones.

In addition, the Company has granted

stock options for 66,432 shares at an exercise price of $3.76 per share that will become exercisable for three years after the end of

the fiscal year in which certain sales levels are achieved using the licensed technology.

The Company has the option for four years after

the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of 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

that it believed would enable the Company to expand its services to provide its fuel service in high density areas.

Fuel Butler has delivered

a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity

securities to Fuel Butler.

The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement

and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues

to be in force.

While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the

Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement.

The Company has sent a proposal to Fuel

Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement.

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

is a mobile fuel delivery service and competes with other local fuel delivery companies and gas stations.

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day to maximize the efficiency of each mobile fueling truck.

To our knowledge, there are no significant mobile fueling competitors in

the markets we currently serve.

distinguish ourselves from our competitors by:

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of the economy.

According to Inside Climate News, less than 5% of the vehicles sold in the U.S.

According to way.com 6% of the vehicles sold in the U.S.

in 2022 were electric vehicles.

However, with the planned acquisition

of NextNRG, EzFill hopes to be prepared for the electric future.

Additionally,

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area we are able to transition seamlessly to areas with higher demand.

industry has certain government regulations, EzFill is dedicated to ensuring that we are always operating in a way that is in compliance

NextNRG Acquisition and Perceived Impact on EzFill

The Company into an exchange agreement dated as of August 10, 2023, as amended by the amended and restated exchange agreement dated November

2, 2023 (the “Exchange Agreement”) with the members (“Members”) of Next Charging LLC (now known as NextNRG Holding

and referred to as “NextNRG”), and Michael D.

Farkas, as the representative of the Members (“Members’ Representative”),

with respect to the acquisition of 100% of the membership interest of the Members in NextNRG Charging (“Membership Interests”).

In exchange for the acquisition of the Membership Interests by the Company, the Exchange Agreement contemplates issuance of 100,000,000

shares of Common Stock of the Company (“Exchange Shares”), to the Members.

The holders of a majority of the Company’s

common stock approved the NextNRG transaction.

However, the closing of the transaction is subject to various closing conditions and there

cannot be any assurance that the transaction will close.

NextNRG transaction discussed below, while approved by our shareholders and management, has not closed yet.

EzFill cannot tell

you whether the deal will close with any certainty.

The discussion below is theoretical and only applicable if the deal closes.

Additionally,

even if the deal closes, EzFill cannot tell you with any certainty that it will be able to properly integrate NextNRG, or that

the integrated entities will be able to achieve the lofty milestones set forth in the transaction agreement, or that the achievement

of any of the milestones will lead to the success of the combined entities.

the transaction closes, post transaction EzFill will continue normal operations and the below is expected to be added as additional lines

There will likely be a new organizational structure as a result of the requirement of the Exchange Agreement to appoint

Farkas to our board of directors as Executive Chairman

of NextNRG Holding Corp’s Business

General Nature and Scope of NextNRG’s Business

NextNRG (formerly Next Charging LLC) is a developmental stage company working on solutions in the renewable energy/wireless electric

vehicle (“EV”) charging space.

NextNRG has plans to develop and deploy smart microgrids coupled with renewable

energy generation, battery storage and wireless EV charging solutions all over the United States, and eventually

NextNRG believes that its merger with the Company/ EzFill is a component in its business plan and acquisition strategy.

EzFill has many

fleet customers that are already beginning the transition to electric vehicles, and by offering wireless EV charging solutions NextNRG

can assist these fleet owners with their transition to EV.

LLC (“NextNRG”), a subsidiary of NextNRG, is a development stage company working on solutions in the renewable

energy/wireless EV charging space.

NextNRG’s solutions are expected to be supported by exclusive licenses to seven patented

technologies developed by Florida International University (“FIU”) which it acquired from Stat-EI Inc.

These technologies were tested on the largest smart

grid dataset in the world.

The patents target two different renewable energy industry sectors - smart microgrids/Virtual power

plants (“VPP”), and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs.

licenses purchased from SEI are exclusive and worldwide, and require milestone payments of $75,000 upon the achievement of $2.0 million in

net revenues and an annual royalty payment of $50,000 in 2024, $60,000 in 2025 and $75,000 for each year thereafter (in the case of

microgrid technologies) and $40,000 in 2024, $50,000 in 2025 and $60,000 for each year thereafter (in the case of the wireless

charging technologies), subject to the receipt of change of control fee ($350,000 in the case of microgrid technologies and $300,000

in the case of the wireless charging technologies).

main drivers of renewable energy can be summarized in the following points:

global need for energy;

costs of renewable energy plants;

aiming to decrease pollution from fossil fuel;

will to use clean and sustainable energy sources;

and subsidies.

NextNRG believes that through strategic deployment it should be able to build and operate clean energy systems on commercial properties,

schools and municipal buildings.

The electricity will help customers gain access to electricity where not otherwise available, reduce

electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles.

NextNRG expects its primary product offering will be entering into leases or easements with building or landowners and revenue

contracts to sell the power generated by the solar energy system to those landowners, or various commercial, utility, municipal and community

solar off-takers.

In addition to the sale of clean power, NextNRG plans to address customer needs through wireless EV charging

and energy storage offerings, and where applicable, the delivery of gasoline.

primary challenge that the renewable sources market faces is the uncertainty around energy generation.

This problem leads to system supply/demand

imbalances that can interrupt power and increase costs.

The second challenge is the cost of building renewable energy microgrids.

To address this challenge,

NextNRG hopes to capitalize on government incentives currently available for the deployment of renewable energy solutions.

believes its offerings will provide multiple advantages to future customers relative to the status quo, such as:

electricity bills :

Once established, this process should allow for solar energy credits

to get directly applied to a customer’s utility bill, which should allow them to realize

immediate savings.

accessibility of clean electricity :

Through deployment of microgrid and solar solutions

it believes it should be able to provide clean electricity to customers who otherwise would

not have been able to construct on-site solar (e.g.

apartment and condominium customers).

This increases the total addressable market and enables energy security for all.

clean energy ecosystem :

Demand for clean sources of electricity is anticipated to only increase.

NextNRG plans to support

future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems

as well as wireless EV charging stations.

It expects that its expansion of product offerings will allow it to support even more customers

in this transition.

simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other small power grids.

FIU’s technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies.

serve as an effective platform for integrating distributed energy resources (“DERs”) and achieving optimal performance in

reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities’ electrification systems.

Additionally, they achieve cost savings through peak shaving and selling excess power to offtakers.

Upon satisfaction of related license obligations, NextNRG will benefit from a license to four patented

technologies which enable the creation of smart microgrids and virtual power plants (“VPP”).

The algorithms used to secure

the patents were developed with the support and research of Federal agencies and have been tested and proven on the infrastructure of

the largest renewable energy company in the world.

Certain of the above technologies are currently being utilized with approximately

6 million of a renewable energy company’s customers.

The combined technologies are referred to as the Next Smart Microgrid and

potential products based on these technologies are explained in more detail below

RenCast Predictor

RenCast predictor is an online tool which can be independently installed with current and

new solar systems using an open API architecture.

It can be deployed as a software as a service

(“SaaS”) or on-premises depending on customer needs.

The RenCast predictions

are based on weather parameters coupled with past and future data.

Its use of global data

sources improves its output accuracy.

RenCast uses ML based systems and methods to forecast

renewable energy generation using weather station and sensor data

RenCast Predictor’s renewable energy generation forecast includes a 5-minute, 15-minute,

1-hour, or 7-day prediction with up to 93% accuracy.

The system includes weather sensors

and imaging cameras.

Weather parameters include wind speed, wind direction, ambient temperature,

precipitation, atmosphere turbidity, and translucency.

The forecaster receives this data

from a geo-satellite feed, estimates the cloud cover, and derives the cloud shading profile.

The processor receives and uses aggregation data to forecast renewable energy generation.

RenCast Predictor uses the web service API to implement photovoltaic (“PV”)-generation forecasts into the algorithms

(e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

Microgrid Controller

Smart Microgrid Controller integrates and synthesizes systems and AI/ML from multiple power

sources to create a comprehensive overview of which source the microgrid should be pulling

its energy from.

Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use.

As smaller versions of main energy

grids, microgrids can operate in grid-connected and “island” mode as needed.

For example, when severe weather affects

the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities.

and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid.

the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

Battery State of Charge (“SOC”) System

Battery SOC provides AI/ML systems to forecast SOC of the systems’ lithium-ion batteries.

system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system

batteries’ SOC.

The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate,

voltage, current, and SOC percentage to the ML model and forecast the battery’s SOC using an optimizer and ML model.

The parameters

from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s)

before forecasting.

The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable

medium, and the battery analyzer.

This enables the customer to always be informed on the stored energy and health of each battery

in the system.

storage is vital.

It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil

Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues

associated with renewable power sources.

This equipment can dramatically improve electrification in rural areas, on tribal lands, and

in low-income communities in-need of clean, reliable power.

Battery energy storage systems provide a versatile and scalable solution

for energy storage and power management, load management, backup power, and improved power quality.

Portable Emergency AC Energy (“PEACE”) Controller

Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies

to provide a mobile source of renewable power in the case of local energy interruption.

controller’s short-term goal is to provide uninterrupted clean energy to consumers

during and after natural disasters to power emergency appliances, and for daily use to reduce

the energy costs.

Long-term the controllers can be scaled up as medium-to-large scale power

hubs to provide grid services and network resilience.

power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems.

PEACE can also

provide power when users do not have sufficient solar energy for their needs.

The supplier includes an inverter to create seamless

three-way connection between a PV cell or system, an energy storage unit, and the power grid.

Additionally, PEACE includes a web

application that displays the location, battery SOC, power generation, local weather systems, and charts.

RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy

microgrid into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%.

NextNRG’s smart microgrid solution aggregates accurate estimates of future energy generation and SOC and programs the Smart

Microgrid Controller to optimize the energy use based on the customer’s needs.

Controller (“VPP”)

HOPES controller is still under development.

HOPES controller will allow microgrids in different locations to communicate and control

to facilitate VPP applications and provide a VPP concept for grid-connected renewable energy

software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration

scenarios into the grid.

The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy

generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and

dispatch on-demand.

The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids.

Additionally it will integrate renewable energies to the grid.

The HOPES controller connects individual plants to build a VPP that

transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system

HOPES Controller will be able to:

short-term forecasting of the power generated by the renewable energy power plant.

a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable

energy curtailment and increase the renewable energy hosting capacity.

renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based

transformation model and cooperative game theoretic modeling.

predictive smart load control to effectively use renewable energy and hybrid energy modules

to address critical and deferrable loads and minimize system instabilities.

functionalities for energy pricing and economics of the grid-connected renewable energy to

ensure feasibility of intelligence and visibility of renewable energy.

with utility-level applications like distributed energy resource management systems and advanced distribution management systems

to optimize existing renewable energy power plants.

first deployments of the NextNRG Smart Microgrid are expected to be on tribal land in the United States.

The reason NextNRG

is targeting tribal land is because, in 2022, the U.S.

Energy Department’s Office of Indian Energy issued a report citing that

nearly 17,000 tribal homes were without electricity, with most being in southwestern states and in Alaska.

Assistant Secretary for Indian

Bryan Newland testified before Congress that 1 in 5 homes on the Navajo Nation and more than one-third of homes on the neighboring

Hopi reservation are without electricity.

Our goal is to work with the Native American Tribes to reduce this number to zero

each location where the NextNRG Smart Microgrid is deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s

wireless EV charging solutions.

These solutions are explained in more detail below.

wireless charging offers several benefits:

definition, the number one benefit of wireless EV charging is that there are no wires.

owners do not need to carry heavy charging cables or plug their cars in at every charging

station, alleviating range anxiety.

charging cables can become damaged over time, particularly in extreme heat and cold areas,

which can be hazardous to the vehicle and its owner.

No wires mean less risk, and replacing

cables is expensive, too.

charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes

a reality, it will be extremely convenient as well.

NextNRG’s primary patent covers an electric vehicle charging station, designed as a bumper, that ensures proper alignment between

the vehicle’s battery charger and the charger pad in the charging station.

sensors detect the vehicle’s position as it parks.

built-in radio frequency receiver identifies the vehicle through a unique code.

the system verifies payment with a server, an internal processor activates wireless, inductive

entire setup offers a seamless integration of sleek design, precise vehicle detection, and

secure payment verification for efficient charging.

NextNRG’s parking bumper patent is the integration of a networked wireless charging

bumper with a contactless payment system, and advanced communication protocols and encryption

NextNRG is in the process of purchasing the exclusive license for three patents in the wireless power transfer (“WPT”)

space - two for the static transfer of energy and one for the dynamic transfer of energy:

licensed WPT solutions are based on a unique analog architecture.

The static solution also provides a bi-direction (grid to vehicle and

vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power failure.

date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a

laboratory environment at FIU.

NextNRG expects for this static WPT solution to automate EV charging such that drivers do not need

to do anything to charge.

There are no cables inside or outside of the car.

NextNRG expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited

range for EVs without plugging-in or stopping for recharging.

These solutions will revolutionize the future of transportation systems.

NextNRG is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

NextNRG’s solutions are not expected to be affected by rain, snow, ice, dust, or dirt.

They will be a clean and safe way to charge

NextNRG expect that its bidirectional WPT systems will support connecting grid-to-vehicle (“G2V”) and vehicle-to-grid

It also plans for its systems to be able to integrate with the grid to help create a resilient network to handle

disaster conditions.

For example, during a hurricane in areas with power outages, EVs with V2G capability would be able to power hospitals,

homes, and other critical infrastructure to create a reliable, longer lasting energy source.

NextNRG believes that it is positioning itself to be able to offer a combination of:

(i) wireless charging outputs from 25kwh;

bi-directional wireless charging;

and (iii) both static and dynamic wireless EV charging.

microgrid, solar, and EV Charging markets in the U.S.

have been growing steadily with the presence of key players engaged in research

and development to increase efficiency and decrease the cost of the components.

NextNRG believes the confluence of multiple clean

energy trends creates a significant market opportunity.

According to the U.S.

Energy Information Administration (“EIA”),

spends $400 billion on electricity each year, of which $200 billion is spent on C&I.

An additional $98 billion of investment

will be required to meet the country’s 2030 sustainability goals.

Renewable energy microgrids have proven an effective tool to

help communities respond to natural disasters, and support countries who depend on foreign oil supplies.

It may be necessary to rapidly

increase the scale and scope of renewable generation assets in the U.S.

in order to meet the various targets and commitments set by corporations

and governments.

and Collaborations

Agreement with Florida International University

has purchased has exclusive licenses to a portfolio of seven patents owned by FIU.

is be obligated to pay fixed royalty payments for the licenses to FIU on an annual basis.

The terms of the licenses shall continue

for the life of the patents or until terminated by either party, pursuant to the terms of the licenses.

NextNRG will also have

certain performance obligations pursuant to the terms of the licenses.

NextNRG is the owner of US Patent No.

10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment

licenses from FIU relate to the following U.S.

patents covering wireless electric vehicle charging:

US Patents Numbered:

licenses from FIU relate to the following U.S.

patents covering smart microgrid technology:

US Patents Numbered:

and 11022720.

NextNRG has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,”

“NextCharging,” “NextNRG,” “NextNRG,” and the Next logo.

NextNRG owns the domain names:

NextCharging.com and NextNRG.com

NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes

where it conducts business, it expects to compete primarily with regulated utilities.

As a result, it has developed and is committed

to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry.

It believes these efforts

help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national

and regional policy environment.

operate its systems, NextNRG will need to obtain interconnection permission from the applicable local primary electric utility.

Depending on the size of the solar energy system and local law requirements, interconnection permission will be provided by the local

utility directly to NextNRG and/or future customers.

In almost all cases, interconnection permissions are issued on the basis of

a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over

net metering policies.

As such, no additional regulatory approvals are required once interconnection permission is given.

NextNRG’s future operations will be subject to stringent and complex federal, state and local laws, including regulations governing

the occupational health and safety of our employees and wage regulations.

For example, it is subject to the requirements of the federal

Occupational Safety and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee

health and safety.

NextNRG endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems

to promote solar energy in the form of rebates, tax credits, payments for renewable energy credits (“RECs”) associated with

renewable energy generation and exclusion of solar energy systems from property tax assessments.

These incentives should enable NextNRG to lower the price it will charge future customers for energy from, and to lease, solar energy systems, helping to catalyze

customer acceptance of solar energy as an alternative to utility-provided power.

In addition, for some investors, the acceleration of

depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment

Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing

federal tax benefits for renewable energy.

The IRA extended the existing framework for investment tax credits (“ITC”) offered

by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) for the installation of certain solar

power facilities owned for business purposes.

Prior to the IRA, if construction on the facility began before January 1, 2020, the amount

of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional

step downs in later years.

Projects placed in service before January 1, 2022 are still set at 26%.

However, with the enactment of the

IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so

long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power

facilities installed in 2033 and to 22% for solar power facilities installed in 2034;

and for those solar power facilities installed

in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed.

The prevailing wage rates also must be paid for alteration

and repair during the 5 years after a project is placed in service.

to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship

requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United

States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach

55% for projects which begin construction in 2027 or later.

to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage

and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal

Revenue Service (the “IRS”).

Solar (and certain related storage) facilities that are less than 5 MWac that are either located

in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income

economic benefit project qualify.

For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households

receive at least one-half of the financial benefits.

The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements

for allocation of the ITC bonus.

The IRA also included additional incentives, including in relation to stand-alone storage and claiming

interconnection costs under the ITC in certain situations.

Additionally,

the Inflation Reduction Act has secured historic levels of funding specifically for Tribal Nations and Native communities, including

$32 billion in the American Rescue Plan, $13 billion in the Bipartisan Infrastructure Law, and more than $720 million in the IRA.

Department of Energy’s Clean Energy for Low Income Communities Accelerator partnered with state and local leaders that committed

$335 million to help 155,000 low-income households access renewable energy and efficiency to save up to 30% or more on energy bills.

addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property

tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits.

Approximately thirty states

and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal)

that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable

energy sources, such as solar energy systems, by a specified date.

To prove compliance with such mandates, utilities must surrender solar

renewable energy credits (“SRECs”) to the applicable authority.

Solar energy system owners such as our investment funds often

are able to sell SRECs to utilities directly or in SREC markets.

While there are numerous federal, state and local government incentives

that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on NextNRG’s business.

Manufacturing

NextNRG plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety

of manufacturers and suppliers.

If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated

demand reduces or ceases production, it may be difficult to quickly identify and qualify alternatives on acceptable terms.

equipment prices may increase in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other

Eventually, NextNRG believes it will be manufacturing some, if not all, of its products in-house.

industry has certain government regulations, EzFill is dedicated to ensure that we are always operating in a way that is in compliance

with all applicable regulations.

Registration :

Our company is required to be registered with the Department of Transportation to transport and dispense hazardous

We are required to be registered with the Department of Transportation to transport and dispense hazardous materials.

EzFill as a company is registered to transport and dispense hazardous material.

12 unchanged sentences

any new location.

costs of compliance includes general liability insurance, workman’s comp.

costs of compliance includes general liability insurance, workers’ comp.

insurance, vehicle insurance, meters and registers maintenance

22 unchanged sentences

(formed in March of 2019) which purchased certain assets of EzFill FL LLC’s mobile fueling business.

is located and operates in South Florida.

principal executive offices are located at 2999 NE 191 st Street, Suite 500, Aventura, FL 33180, and our telephone number is

305-791-1169.

is headquartered in South Florida.

principal executive offices are located at 67 NW 183 rd Street, Miami, FL 33169, and our telephone number is 305-791-1169.

Our website address is ezfl.com.

Information contained on, or accessible through, our website is not a part of this 10K

or the registration statement of which it forms a part.

Ezfl.com, EZFL, EzFill, and other trade names, trademarks, or service marks of EzFill appearing in this 10K are the property of EzFill.

Trade names, trademarks, and service marks of other companies appearing in this 10K are the property of their respective holders.

Information contained on, or accessible through, our website is not a part of this Annual Report on

EzFill, and other trade names, trademarks, or service marks of EzFill appearing in this Annual Report are the property of EzFill.

names, trademarks, and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective

Capital Resources

of March 10, 2023, we had a total of approximately 53 employees, all of whom were full-time.

None of our employees are covered by a collective

bargaining agreement, and we consider our relations with our employees to be good.

lease office space at 2999 NE 191 st Street, Aventura, FL 33180 and pay approximately $22,000 per month, including operating

expenses and taxes.

of April 1, 2024, we had a total of approximately 54 employees, all of whom were full-time.

None of our employees are covered by

a collective bargaining agreement, and we consider our relations with our employees to be good.

lase office space at 2999 NE 191 st Street,

Aventura, FL 33180 and pay approximately $21,800 per month, including operating expenses and taxes, we currently sublet this property

at a rate of $16,000 per month.

We lease our current office space at 67 NW 183 rd Street

and pay $6,955 per month.

Additionally, we have office space and parking for our trucks at our fuel supplier located at 2965 E.

Hialeah, FL 33013.

We also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida.

our current office space is sufficient to meet our needs.

Ave., Hialeah, FL 33013.

We also have access to parking for our trucks at various locations

of Palmdale Oil Company in Florida.

We believe our current office space is sufficient to meet our needs.

time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.

is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business.

the date of this 10K, management believes that there are no claims against us, which it believes will result in a material adverse

effect on our business or financial condition.

investment in our securities involves a high degree of risk.

You should carefully consider the risks described below as well as other

information provided to you in this document, including information in the section of this document entitled “Information Regarding

Forward Looking Statements.” If any of the following risks actually occur, the Company’s business, financial condition or

results of operations could be materially adversely affected, the value of the Company’s Common Stock could decline, and you may

lose all or part of your investment.

business, financial condition or operating results could be materially adversely affected by any of these risks.

In such case, the trading

price of our common stock could decline, and our stockholders may lose all or part of their investment in our securities.

Related to Our Business

business and results of operations have

been, and may continue to be, impacted by the global COVID -19 pandemic.

coronavirus pandemic and the resulting macroeconomic trends have had, and may continue to have, an adverse impact on our operations,

our customers’ demand for our products and services, our ability to find new clients, and our revenue.

This is due in part to restrictions

such as social distancing requirements, stay at home orders, the shutdown of non-essential businesses and the impact these restrictions

have had on peoples’ and companies’ driving habits and their need for gasoline for their personal cars, fleets, and boats.

For example, we have noted that we have not had the number of car fills at office parks compared to prior periods, even as pandemic-related

restrictions have been lifted.

The reduced number of office park fills has been largely offset by increased sales to delivery service

Therefore, our current customers may not need our services as often and we may have trouble attracting new customers.

customers need less gas and we have trouble finding new customers, this may negatively impact our operations and revenues.

geopolitical conditions could adversely affect our results of operations.

geopolitical conditions, including the invasion of Ukraine, sanctions, and other potential impacts on this region’s economic environment

and currencies, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns,

and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations

Specifically, terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy,

adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the price of our fuel

and our ability to obtain fuel.

and litigation risks may not be covered by insurance.

operations are subject to all of the operating hazards and risks normally incidental to handling, storing, transporting and otherwise

providing combustible liquids such as gasoline for use by consumers.

These risks could result in substantial losses due to personal injury

and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events,

including acts of terrorism.

Additionally, environmental contamination could result in future legal proceedings.

There can be no assurance

that our insurance coverage will be adequate to protect us from all material expenses related to pending and future claims or that such

levels of insurance would be available in the future at economical prices.

Moreover, defense and settlement costs may be substantial,

even with respect to claims and investigations that have no merit.

If we cannot resolve these matters favorably, our business, financial

condition, results of operations and future prospects may be materially adversely affected.

climate change laws and regulations and the market response to these changes may negatively impact our operations.

regulation of greenhouse (GHG) emissions, from products such as petroleum and diesel, could impose significant additional costs on us,

our suppliers, and our customers.

Some states have adopted laws and regulations regulating the emission of GHGs for some industry sectors.

Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition.

adoption of additional federal or state climate change legislation or regulatory programs to reduce emissions of GHGs could also require

us or our suppliers to incur increased capital and operating costs, with resulting impact on product price and demand.

The impact of

new legislation and regulations will depend on a number of factors, including (i) which industry sectors would be impacted, (ii) the

timing of required compliance, (iii) the overall GHG emissions cap level, (iv)the allocation of emission allowances to specific sources,

and (v) the costs and opportunities associated with compliance.

At this time, we cannot predict the effect that climate change regulation

may have on our business, financial condition or operations in the future.

auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern.

If we are unable

to continue as a going concern, our securities will have little or no value.

CPA’s, PLLC, our independent registered public accounting firm for the fiscal year ended December 31, 2022, has included an explanatory

paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2022,

indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern.

If we are unable

to improve our liquidity position, we may not be able to continue as a going concern.

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

As further set

forth below, we anticipate that we will need significant additional capital by March 31, 2023, or we may be required to curtail or cease

order to continue as a going concern, we will need significant additional capital by March 31, which we may be unable to obtain.

generated from our operations are not presently sufficient to sustain our operations.

Therefore, we will need to raise additional capital

in the future to continue our operations.

We anticipate that our principal sources of liquidity will only be sufficient to fund our activities

through March 31, 2023.

In order to have sufficient cash to fund our operations beyond March 31, 2023, we will need to raise additional

equity or debt capital.

There can be no assurance that additional funds will be available when needed from any source or, if available,

will be available on terms that are acceptable to us.

We will be required to pursue sources of additional capital through various

means, including debt or equity financings.

Future financings through equity investments are likely to be dilutive to existing stockholders.

Also, the terms of securities we may issue in future capital transactions may be more favorable for new investors.

Newly issued securities

may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive

awards under equity employee incentive plans, which may have additional dilutive effects.

Further, we may incur substantial costs in

pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses

and other costs.

We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible

notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such

factors as the capital markets and our history of losses, which could impact the availability or cost of future financings.

If the amount

of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our

capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security

resulting from cyber security attacks or other events, or we encounter other unforeseen difficulties in the operation of our information

technology systems, our operations could be disrupted, our business and reputation may suffer, and our internal controls could be adversely

the ordinary course of business, we rely on information technology systems, including the Internet and third-party hosted services, to

support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) our proprietary

business information and that of our suppliers and business partners, (iii) personally identifiable information of our customers and

employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities.

In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting

purposes and to comply with financial reporting, legal, and tax requirements.

Despite our security measures, our information technology

systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, sabotage, or other disruptions.

of our information technology systems, or temporary interruptions in the operation of our information technology systems, misappropriation

of data, or breaches of security could have a material adverse effect on our business, financial condition, results of operations, and

the efficient execution of our business is dependent upon the proper functioning of our internal systems.

Any significant failure or

malfunction of this information technology system may result in disruptions of our operations.

Our results of operations could be adversely

affected if we encounter unforeseen problems with respect to the operation of this system.

fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product.

for fuel are subject to volatile fluctuations in response to changes in supply and other market conditions.

During periods of high fuel

costs our prices generally increase.

High prices can lead to customer conservation and attrition, resulting in reduced demand for our

fuel prices may also result in less demand for our product.

fuel prices may lead to us being unable to attract customers due to the fact that we charge a delivery price that may make our pricing

less competitive.

in commodity market prices may have a negative effect on our gross margin.

current fuel supplier agreements set terms and establishes formulas based on Oil Price Information Service (OPIS) pricing as of the time

of wholesale acquisition, and we do not store inventory.

OPIS is a leading source for worldwide petroleum pricing.

There is a mark-up

for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model.

Cost of goods sold includes

direct labor, including drivers.

Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.

decline of the retail fuel market may impact our potential to get new customers.

retail gasoline industry has been declining over the past several years, with no or modest growth or decline in total demand foreseen

in the next several years.

Accordingly, we expect that year-to-year industry volumes will be principally affected by weather patterns.

Therefore, our ability to grow within the industry is dependent on our ability to acquire other retail distributors and to achieve internal

growth, which includes the success of our sales and marketing programs designed to attract and retain customers.

Any failure to retain

and grow our customer base would have an adverse effect on our results.

in the fuel delivery industry may negatively impact our operations.

compete with other mobile fuel delivery companies nationwide.

There is little to no barrier to entry and therefore, our competition in

the industry may grow.

Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’

Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis.

addition, we cannot predict the effect that the development of alternative energy sources might have on our operations.

We compete for

customers against suppliers of electricity.

Electricity is becoming a competitor of fuel.

The convenience and efficiency of electricity

make it an attractive energy source for vehicle drivers.

The expansion of the electric vehicle industry may have a negative impact on

our customer base.

trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us.

to the hazardous nature and flammability of our product, we face the risk of a simple accident causing serious damage to life and property.

Additionally, a spill of our product may result in environmental damage, the liability for which our Company may not be able to overcome.

If we are involved in a spill, leak, fire, explosion or other accident involving hazardous substances or if there are releases of fuel

or fuel products we own or are transporting, our operations could be disrupted and we could be subject to material liabilities, such

as the cost of investigating and remediating contaminated properties or claims by customers, employees or others who may have been injured,

or whose property may have been damaged.

These liabilities, to the extent not covered by insurance, could have a material adverse effect

on our business, financial condition and results of operations.

Some environmental laws impose strict liability, which means we could

have liability without regard to whether we were negligent or at fault.

addition, compliance with existing and future environmental laws regulating fuel storage terminals, fuel delivery vessels and/or storage

tanks that we own or operate may require significant capital expenditures and increased operating and maintenance costs.

The remediation

and other costs required to clean up or treat contaminated sites could be substantial and may not be covered by insurance.

cash flow and net income may decrease if we are forced to comply with new governmental regulation surrounding the transportation of fuel.

are subject to various federal, state, and local safety, health, transportation, and environmental laws and regulations governing the

storage, distribution, and transportation of fuel.

It is possible we will incur increased costs as a result of complying with new safety,

health, transportation and environmental regulations and such costs will reduce our net income.

It is also possible that material environmental

liabilities will be incurred, including those relating to claims for damages to property and persons.

current dependence on a single fuel supplier increases our risk of an interruption in fuel supply, impacting our operations.

we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from two principal suppliers

We do not have a written agreement with the largest supplier, and as such, if fuel from this source was interrupted, the

cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on

a short-term basis, our earnings could be negatively affected.

This supplier is also a shareholder in the Company.

profitability is subject to fuel pricing and inventory risk.

retail fuel business is a “margin-based” business in which gross profits are dependent upon the excess of the sales price

over the fuel supply costs.

Fuel is a commodity, and, as such, its unit price is subject to volatile fluctuations in response to changes

in supply or other market conditions.

We have no control over supplies, commodity prices or market conditions.

Consequently, the unit

price of the fuel that we and other marketers purchase can change rapidly over a short period of time, including daily.

of a major customer could result in a decrease in our future sales and earnings.

any given quarter or year, sales of our products may be concentrated in a few major customers.

We anticipate that a limited number of

customers in any given period may account for a substantial portion of our total net revenue for the foreseeable future.

risks associated with this concentration, including increased credit risks for these and other customers and the possibility of related

bad debt write-offs, could negatively affect our margins and profits.

Additionally, the Company does not have any long-term agreements

with its customers.

All customer agreements are cancelable at any time by either party and as such there cannot be any assurance that

any customer will continue to use the Company’s services.

The loss of a major customer, whether through competition or consolidation,

or a termination in sales to any major customer, could result in a decrease of our future sales and earnings.

operate in a new industry segment and may be subject to new and existing laws, regulations and oversight

Company operates in a new industry segment, on-demand mobile fuel delivery, in which new state and local law adoptions are occurring.

Effective December 31, 2020, Florida adopted Florida Fire Prevention Code (“Code”) Section 42.12 recognizing and setting

various requirements for the consumer on-demand mobile fuel delivery business.

Permitting authority is contemplated under an “Authority

Having Jurisdiction” (“AHJ”).

Other pre-existing Code provisions similarly contemplate AHJ permitting for commercial

mobile fueling.

Miami-Dade County, where most of our business is conducted adopted the Code by reference.

Unlike some other states and

counties, neither Florida nor Miami-Dade County have designated an AHJ for mobile fueling.

Miami-Dade’s extensive permitting and

fee schedule does not contemplate or assert permitting authority over mobile fueling, consumer or commercial.

We may be subject to oversight,

including audits, in existing or future areas of operation.

If we cannot comply with the Code, or County, State or Federal rules and

regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose

the ability to service those areas and our earnings could be affected.

License Agreement with Fuel Butler may be terminated and as such our expansion plans into the state of New York may be delayed

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

the Technology Agreement, the Company licensed proprietary technology that the Company believes will allow the Company to provide its

fuel service in high density areas like New York City.

Fuel Butler has delivered a purported notice of termination of the Technology

Agreement based on certain alleged breaches arising from our failure to issue equity securities to Fuel Butler.

We have been in communications

with Fuel Butler regarding the termination of the Technology Agreement and continue to believe that the Company is in compliance with

the Technology Agreement and that the Technology Agreement continues to be in force.

While we contest Fuel Butler’s claims of breach

and contend that in fact Fuel Butler is in breach, we have communicated to Fuel Butler that we wish to terminate the Technology Agreement.

We have sent a proposal to Fuel Butler whereby we will cease utilizing the Technology and Fuel Butler will return any shares it received

under the Technology Agreement.

However, to date, the Company has not had further communications with Fuel Butler regarding this matter.

Currently, the Company does not expect to expand into the state of New York for the foreseeable future.

Related to Ownership of Our Common Stock

stock price is expected to fluctuate significantly.

common stock was approved for listing on The Nasdaq Capital Market under the symbol “EZFL” and began trading on September

There can be no assurance that an active trading market for our shares will be sustained.

The market price of shares of our

common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control,

or anticipated fluctuations in our financial condition and operating results;

developments affecting supply and demand for oil and gas and an increase or decrease in the price of fuel;

or anticipated changes in our growth rate relative to our competitors;

from existing companies in the space or new competitors that may emerge;

of new or updated research or reports by securities analysts;

in the valuation of companies perceived by investors to be comparable to us;

price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

or departures of key management or technology personnel;

or other developments related to proprietary rights, including intellectual property, litigation matters, and our ability to obtain

patent protection for our technologies;

or expectation of additional debt or equity financing efforts;

of our common stock by us, our insiders or our other stockholders;

economic and market conditions.

and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless

of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock and may otherwise

negatively affect the liquidity of our common stock.

In addition, the stock market in general has experienced extreme price and volume

fluctuations that have often been unrelated or disproportionate to the operating performance of the Company.

majority of the Company’s common stock is held by a small number of shareholders.

beneficial owners control approximately 49.7% of our outstanding common stock as of March 10, 2023.

As a result, these shareholders are

able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate

transactions, including business combinations.

In addition, the occurrence of sales of a large number of shares of our common stock,

or the perception that these sales could occur, may affect our stock price and could impair our ability to obtain capital through an

offering of equity securities.

Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity

of our common stock, which can in turn affect the market price of our common stock.

Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the

State of Delaware as the exclusive forum for certain litigation, including any derivative actions, which could limit our stockholders’

ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees.

Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum,

the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought

on behalf of the Company;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee

of the Company to the Company or the Company’s stockholders;

(iii) any action asserting a claim against the Company arising pursuant

to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the

or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine.

extent that any such claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates

exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations

Furthermore, Section 22 of the Securities Act of 1933, as amended, provides for concurrent jurisdiction for federal and state

courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder,

and as such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits.

The choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage

such lawsuits against us and our directors, officers and other employees.

By agreeing to these provisions, however, stockholders will

not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Furthermore, the

enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged

in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable

or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could

adversely affect our business and financial condition.

have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future.

Consequently,

any gains from an investment in our common stock will likely depend on whether the price of our common stock increases.

have not paid dividends on any of our classes of capital stock to date and we currently intend to retain our future earnings, if any,

to fund the development and growth of our business.

In addition, the terms of any future indebtedness

we may incur could preclude us from paying dividends.

As a result, capital appreciation, if any, of our common stock will be your sole

source of gain from an investment in our common stock for the foreseeable future.

Consequently, in the foreseeable future, you will likely

only experience a gain from your investment in our common stock if the price of our common stock increases.

to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002

(“Sarbanes-Oxley Act”) could cause our financial reports to be inaccurate.

are required pursuant to Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting and to assess and

report on the effectiveness of those controls.

This assessment includes disclosure of any material weaknesses identified by our management

in our internal control over financial reporting.

Although we prepare our financial statements in accordance with accounting principles

generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly

traded securities.

If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to

report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our

internal controls over financial reporting.

In either case, we could become subject to regulatory sanction or investigation.

these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

management has concluded that our internal controls over financial reporting were, and continue to be, effective, as of December 31,

If we are not able to maintain effective internal control over financial reporting, our financial statements, including related

disclosures, may be inaccurate, which could have a material adverse effect on our business.

we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited

public market for our shares and make obtaining future debt or equity financing more difficult for us.

previously reported, on May 20, 2022, the “Company received a letter from the Listing Qualifications

Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing

bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the prior 30 consecutive

business days, the Company no longer met the requirement to maintain a minimum bid price of $1 per share (the “Minimum Bid Price

Requirement”), as set forth in Nasdaq Listing Rule 5450(a)(1).

November 17, 2022, the Company received a letter from Nasdaq informing it that although the Company’s common stock has not regained

compliance with the minimum $1.00 bid price per share requirement, the Staff has determined that the Company is eligible for an additional

180 calendar day period, or until May 15, 2023, to regain compliance.

The Staff’s determination was based on the Company meeting

the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing

on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure

the deficiency during the second compliance period by effecting a reverse stock split ( the “Reverse Stock Split), if necessary.

at any time before May 15, 2023, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of,

subject to the Staff’s discretion, 10 consecutive business days, Nasdaq will provide written notification that the Company has

achieved compliance with the Minimum Bid Price Requirement.

Company will continue to monitor the closing bid price of its Common Stock and will consider its available options to resolve the deficiency

and regain compliance with the Minimum Bid Price Requirement within the allotted compliance period.

If the Company does not regain compliance

within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting.

The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

There can be no assurance that the Company

will regain compliance with the Minimum Bid Price Requirement.

the Company fails to regain compliance with Nasdaq’s Listing Rules, we could be subject to suspension and delisting proceedings.

If our securities lose their status on The NASDAQ Capital Market, our securities will likely trade in the over-the-counter market.

our securities were to trade on the over-the-counter market, selling our securities could be more difficult because smaller quantities

of securities would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced.

In addition, in the event our securities are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage

broker-dealers from effecting transactions in our securities, further limiting the liquidity of our securities.

These factors could result

in lower prices and larger spreads in the bid and ask prices for our securities.

Such delisting from The NASDAQ Capital Market and continued

or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or

debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other

transactions.

Reverse Stock Split could result in a significant devaluation of the Company’s market capitalization and trading price of the Common

Stock, and we cannot assure you that a Reverse Stock Split will increase our stock price and have the desired effect of increasing the

market price of the Common Stock such that the market price of our Common Stock meets Nasdaq’s Minimum Bid Price Requirement.

Company may effect a reverse stock split (the “Reverse Stock Split”) to regain compliance with the Minimum Bid Price Requirement.

The Company’s Board expects that a Reverse Stock Split of the outstanding Common Stock will increase the market price of the Common

However, the Company cannot be certain whether the Reverse Stock Split would lead to a sustained increase in the trading price

or the trading market for the Common Stock.

The history of similar stock split combinations for companies in like circumstances is varied.

There is no assurance that:

market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of

pre-split shares of Common Stock outstanding before the Reverse Stock Split;

Reverse Stock Split will result in a per share price that will attract brokers and investors, including institutional investors,

who do not trade in lower priced securities;

Reverse Stock Split will result in a per share price that will increase the Company’s ability to attract and retain employees

and other service providers;

market price per post-split share will be sufficient to satisfy the Minimum Bid Price Requirement and

Reverse Stock Split will increase the trading market for the common Stock, particularly if the stock price does not increase as a

result of the reduction in the number of shares of Common Stock available in the public market.

market price of the Common Stock will also be based on the Company’s performance and other factors, some of which are unrelated

to the number of shares outstanding.

If the Reverse Stock Split is consummated and the trading price of the Common Stock declines, the

percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than

what would occur in the absence of the Reverse Stock Split.

Furthermore, the liquidity of the Common Stock could be adversely affected

by the reduced number of shares that would be outstanding after the Reverse Stock Split and this could have an adverse effect on the

price of the Common Stock.

If the market price of the shares of Common Stock declines subsequent to the effectiveness of the Reverse

Stock Split, this will detrimentally impact the Company’s market capitalization and the market value of the Company’s public

Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater

transaction costs per share to sell.

Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of Common Stock on a post-split

These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round

lots” of even multiples of 100 shares.

Reverse Stock Split may not help generate additional investor interest.

can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment

funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds.

As a result, the

trading liquidity of our Common Stock may not necessarily improve.

equity research analysts issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

trading market for our common stock may be affected by the research and reports that equity research analysts publish about us and our

We do not control these analysts.

The price of our common stock could decline if one or more equity analysts downgrade our

common stock or if analysts issue other unfavorable commentary or cease publishing reports about us or our business.

have elected to take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under

the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies.

a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under

the JOBS Act.

As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise

applicable generally to public companies.

These provisions include:

two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly

reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

disclosure about our executive compensation arrangements;

non-binding advisory votes on executive compensation or golden parachute arrangements;

from the auditor attestation requirement in the assessment of our internal control over financial reporting and delaying the adoption

of new or revised accounting standards that have different effective dates for public and private companies until those standards

apply to private companies.

have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years

or such earlier time that we are no longer an emerging growth company.

We would cease to be an emerging growth company if we have more

than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more

than $1 billion of non-convertible debt over a three-year period.

We may choose to take advantage of some but not all of these reduced

We have not taken advantage of any of these reduced reporting burdens in this 10K, although we may choose to do so in

future filings.

If we do, the information that we provide stockholders may be different than you might get from other public companies

that comply with public company effective dates.

stock offerings in the future may dilute your percentage ownership of our company.

our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock

or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock

options or warrants.

The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

Unresolved Staff Comments

the date of this Annual Report, management believes that there are no claims against us, which it believes will result in a material

adverse effect on our business or financial condition.

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-K

Item 1. Business