What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-03-20 · 1584 added, 780 removed, 105 unchanged (96% of the section changed)

2 unchanged sentences

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity (Deficit)

Statements of Cash Flows

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EzFill

Holdings, Inc.

and Subsidiary

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of EzFill Holdings, Inc.

and Subsidiary (the Company) as of December 31, 2023 and 2022, and the related consolidated statements

of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year

period ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company suffered a net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are also described in Note 1.

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

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and the significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a

matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated,

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Revenue Recognition

As discussed in Note 2 to

the consolidated financial statements, the Company recognizes revenue upon the delivery of fuel and monthly on monthly membership fees

in an amount that reflects the consideration the Company expects to receive in exchange for the products and services.

Auditing management’s evaluation of agreements

with customers involves significant judgement, given the fact that some agreements require managements evaluation and allocation of the

transaction price and transfer of goods to the customer.

To evaluate the appropriateness and accuracy of the

assessment by management, we evaluated management’s assessment in relationship to the relevant agreements and management’s

disclosure in the consolidated financial statements.

M&K CPAS, PLLC

have served as the Company’s auditor since 2020

The Woodlands, Texas

April 1, 2024

PCAOB ID # 2738

Holdings, Inc.

and Subsidiary

Balance Sheets

in debt securities

receivable - net

Current Assets

Cash and cash equivalents

Investment in debt securities

Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 5,665 , respectively

Prepaid expenses and other

Total Current Assets

Fixed assets, net of accumulated depreciation of $ 1,134,680 and $ 284,216 , respectively

Goodwill and other indefinite lived intangibles

Other intangible assets, net of accumulated amortization of $ 0 and $ 1,205,379 , respectively

Operating lease right of use asset

Liabilities and Stockholders’ Equity (Deficit)

and equipment - net

lease - right-of-use asset

Operating lease - right-of-use asset - related party

lease - right-of-use asset

and Stockholders’ Equity (Deficit)

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - net

payable - related parties - net

payable - net

lease liability

Operating lease liability - related party

lease liability

Current Liabilities

Accounts payable and accrued liabilities

Loans payable - current

Borrowings under revolving line of credit

Operating lease liabilities

Total Current Liabilities

Loans payable - net of current portion

Operating lease liabilities, net of current portion

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001 and $ .0001 par value;

50,000,000 and 50,000,000 shares authorized;

- 0 - and - 0 - shares issued and outstanding

Common stock, $ .0001 and $ .0001 par value;

500,000,000 and 500,000,000 shares authorized;

26,685,392 and 26,243,474 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Additional paid in capital

Accumulated deficit

Term Liabilities

lease liability

Operating lease liability - related party

lease liability

Long Term Liabilities

and Contingencies

Stockholders’

Equity (Deficit)

stock - $ 0.0001 par value;

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

stock - $ 0.0001 par value, 50,000,000 shares authorized 4,776,531 and 3,335,674 shares issued and outstanding, respectively

Common stock issuable

paid-in capital

( 45,317,050 )

( 34,845,161 )

Accumulated other comprehensive loss

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

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

other comprehensive loss

Stockholders’ Equity (Deficit)

( 1,906,206 )

Liabilities and Stockholders’ Equity (Deficit)

Holdings, Inc.

and Subsidiary

Statements of Operations and Comprehensive Loss

Year ended December 31,

TOTAL REVENUES

COSTS & EXPENSES

Cost of sales

Operating expenses

Impairment of goodwill and intangible assets

Impairment of fixed assets

Depreciation and amortization

TOTAL COSTS AND EXPENSES

OPERATING LOSS

the Years Ended December 31,

and administrative expenses

and amortization

costs and expenses

from operations

( 8,824,560 )

( 17,486,279 )

OTHER INCOME AND EXPENSES

Interest income

Interest expense

LOSS BEFORE INCOME TAXES

income (expense)

( 1,719,296 )

on sale of marketable debt securities - net

other income (expense) - net

( 1,647,329 )

PROVISION FOR INCOME TAXES

$ ( 10,471,889 )

$ ( 17,505,765 )

NET LOSS PER SHARE

Basic and diluted

Basic and diluted weighted average number of common shares outstanding

Comprehensive Loss:

per share - basic and diluted

average number of shares - basic and diluted

Comprehensive

$ ( 10,471,889 )

$ ( 17,505,765 )

Other comprehensive loss:

Change in fair value of debt securities

Total comprehensive loss

in fair value of debt securities

comprehensive loss:

$ ( 10,471,889 )

$ ( 17,545,282 )

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

Holdings, Inc.

Statements of Stockholders’ Equity (Deficit)

Preferred stock

and Subsidiary

of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2023

Common Stock Issuable

Comprehensive

Stockholder’s

Balance December 31, 2020

Stockholders’ Equity

$ ( 34,845,161 )

based compensation - related parties

based compensation - other

sold for cash (ATM) - net of offering costs

paid for direct offering costs

gain on debt securities

issued as debt issue costs - related party

issued for services

on debt extinguishment - related party

( 10,471,889 )

Initial public offering, net of expenses

Stock based compensation – related party

Stock based compensation – other

Options granted

Debt discount, related parties

Issuance of acquisition shares

Issuance of bonus and settlement shares

Warrants and shares to lender

Issuance of shares for technology

Sale of shares

Other comprehensive loss

( 10,471,889 )

$ ( 45,317,050 )

Balance December 31, 2021

$ ( 1,906,206 )

Stock based compensation – related party

Stock based compensation - other

Consideration for acquisition

Other comprehensive loss

Holdings, Inc.

and Subsidiary

Statements of Changes in Stockholders’ Equity

the Year Ended December 31, 2022

Comprehensive

Stockholders’

$ ( 17,339,396 )

based compensation - related party

based compensation- other

sold for cash (ATM) - net

Consideration

for acquisition

loss on debt securities

( 17,505,765 )

Balance December 31, 2022

( 17,505,765 )

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

Holding, Inc.

$ ( 34,845,161 )

Holdings, Inc.

and Subsidiary

Statements of Cash Flows

Year ended December 31,

Cash flows from operating activities:

the Years Ended December 31,

$ ( 10,471,889 )

$ ( 17,505,765 )

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Stock based compensation

Warrants and shares to lender

to reconcile net loss to net cash used in operations

Depreciation and amortization

Impairment of goodwill and other intangible assets

Impairment of fixed assets

Amortization of bond premium and realized loss on investments

Amortization of debt discount, related party

Impairment of goodwill and other intangible assets

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

Amortization of operating lease - right-of-use asset

Amortization of operating lease - right-of-use asset - related party

Amortization of debt discount

Bad debt expense

PPP loan forgiveness

Changes in operating assets and liabilities:

Warrants issued for services rendered

Stock issued for services

Stock issued for services - related parties

Loss on debt extinguishment - related party

in operating assets and liabilities

(Increase) decrease in

Accounts Receivable

Prepaid expenses and other

Operating lease assets and liabilities

Prepaids and other

Increase (decrease) in

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Net cash used in operating activities

( 11,599,581 )

( 6,306,761 )

Cash flows from investing activities:

Maturity of debt securities

Acquisition of business

Acquisition of fixed assets

( 3,258,417 )

( 1,998,151 )

Acquisition of intangible assets

Purchase of debt securities

Operating lease liability

Operating lease liability - related party

cash used in operating activities

( 6,643,397 )

Net cash used in investing activities

( 11,599,581 )

from sale of marketable debt securities

of fixed assets - net of refunds on prior purchases

( 3,258,417 )

Cash flows from financing activities:

Proceeds from Initial Public Offering

Initial Public Offering expenses

cash used provided by (used in) investing activities

( 2,428,481 )

Borrowings under line of credit

Proceeds from issuance of common stock

Proceeds from issuance of debt and loans

Proceeds from issuance of related party debt

Repayment of debt

from line of credit

from notes payable

from notes payable - related parties

from stock issued for cash

paid for direct offering costs

on line of credit

( 1,000,000 )

Repayment of related party debt

on notes payable

on loan payable - related party

cash provided by financing activities

decrease in cash

( 1,839,808 )

Net cash provided by financing activities

Net change in cash and cash equivalents

( 11,494,473 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents cash at end of period

Noncash investing and financing activities:

Debt discount

Issuance of acquisition, bonus, and settlement shares

Shares issued for technology

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for taxes

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

Holdings, Inc.

- beginning of year

- end of year

disclosure of cash flow information

paid for interest

paid for income tax

disclosure of non-cash investing and financing activities

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

up notes payable and vehicle balances for actual borrowings

asset obtained in exchange for new operating lease liability – related party

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

the years ended December 31, 2022 and 2021

Nature of Organization and Summary of Significant Accounting Policies

of Organization

Holdings, Inc.

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

on-demand mobile gas delivery service.

31, 2023 AND 2022

1 - Organization and Nature of Operations

and Nature of Operations

Holding, Inc.

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

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

mobile gas delivery service.

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

of Presentation

Company’s financial statements are presented on the accrual basis of accounting principles generally accepted in the United States

of America (“GAAP”) and include the years ended December 31, 2022 and 2021.

Public Offering

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

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

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

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

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

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

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

The significant estimates

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

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

valuation models related to stock options and warrants.

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

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

and Cash Equivalents

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

At December 31, 2022 and 2021, the Company had $ 2,066,793 and $ 13,561,266 in cash and cash equivalents, respectively, of which $ 250,000

was federally insured.

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

in the United States of America (“U.S.

and Going Concern

reflected in the accompanying consolidated financial statements, for the year ended December 31, 2023, the Company had:

loss of $ 10,471,889 ;

cash used in operations was $ 6,643,397

Additionally,

at December 31, 2023, the Company had:

deficit of $ 45,317,050

Stockholders’

deficit of $ 1,906,206 ;

capital deficit of $ 5,210,669

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

has relied on related parties for the debt based funding of its operations.

There is no assurance that the Company will be able to obtain

funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds the Company might raise will enable

the Company to complete its initiatives or attain profitable operations.

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

and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will depend on many

factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

can be no assurances that financing will be available on terms which are favorable, or at all.

If the Company is unable to raise additional

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

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

The Company had cash on hand

of $ 226,985 at December 31, 2023.

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

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

In making this assessment we performed a comprehensive

analysis of our current circumstances including:

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

ended December 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

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

to the date that these financial statements are issued.

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

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

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

strategic plans include the following:

into new and existing markets (commercial and residential),

additional debt and/or equity based financing,

Collaborations

with other operating businesses for strategic opportunities;

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

2 - Summary of Significant Accounting Policies

of Consolidation

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

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

All intercompany transactions and balances have been eliminated.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

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

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

based on their respective fair values.

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

acquired and liabilities assumed.

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

Fair value and useful

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

computing present values.

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

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

results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities

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

Adjustments to

fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating

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

Segments and Concentrations

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

The management approach requires companies to

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

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

The Company manages its business as one reportable segment.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

of Estimates and Assumptions

financial statements in conformity with U.S.

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

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

and expenses during the reported period.

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

in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and other

assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

estimates during the years ended December 31, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables,

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

related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain

tax positions, and the valuation allowance on deferred tax assets.

and Uncertainties

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

The Company’s operations

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

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

The factors expected to contribute to this

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

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

with the Company’s distribution of the product.

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

results on a consistent basis.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Value of Financial Instruments

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

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

Fair value is defined

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

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

asset or liability.

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

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

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

three tiers are defined as follows:

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

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

for identical or similar assets and liabilities;

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

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

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

Level 3 valuations

often involve a higher degree of judgment and complexity.

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

methodologies applied to unobservable management estimates and assumptions.

Management’s assumptions could vary depending on the

asset or liability valued and the valuation method used.

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

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

The Company may also engage external advisors

to assist us in determining fair value, as appropriate.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

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

At December 31, 2023 and 2022, respectively, the carrying

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

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

at fair value (“fair value option”).

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

unless a new election date occurs.

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

should be reported in earnings at each subsequent reporting date.

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

financial instruments.

and Cash Equivalents and Concentration of Credit Risk

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

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

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

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

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

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

Available-for-sale

1 unchanged sentence

of other comprehensive income (loss).

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

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

Premiums or discounts on debt are amortized straight

line over the term.

The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing

factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis,

the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its

market value to recover.

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

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

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

recoveries in fair value.

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

Schedule of Unrealized Gains, Losses, and Fair Value

Amortized Cost

Gross Unrealized

Corporate bonds

Amortized Cost

Gross Unrealized

Corporate bonds

losses on bonds during the years ended December 31, 2022 and 2021 were $ 5,255 and $ 0 , respectively.

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

The corporate bonds remaining at December 31,

2022 mature during 2023.

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

debt expense when deemed necessary.

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

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

of future potential recoverability.

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

At December 31, 2022 and December 31, 2021, the allowance was $ 0 and $ 5,665 respectively in the consolidated financial statements.

Concentrations

the year ended December 31, 2022, the Company had two customers that made up approximately 32 % and 11 % of revenue.

For the year ended

December 31, 2021, the Company had one customer that made up approximately 58 % of revenue.

Company had two customers that made up 47 % and 8 % of accounts receivable as of December 31, 2022, and 37 % and 23 % of accounts receivable

as of December 31, 2021.

Company purchases substantially all of its fuel from three vendors.

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

Management compares the cost of

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

gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs

based on the first-in, first-out method.

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent

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

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

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

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

The fair value of the investment

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

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

of Unrealized Gains, Losses, and Fair Value

the year ended December 31, 2023, the Company received proceeds of $ 2,130,116 in connection with the sale and liquidation of its remaining

investment portfolio.

losses, including amortization of bond premiums on these debt securities were $ 34,556 and $ 52,096 for the years ended December 31, 2023

and 2022, respectively.

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

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

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

December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices

in active markets for identical assets.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

Credit is extended to customers

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

Interest is not accrued on overdue accounts receivable.

does not require collateral.

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

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

collection information and existing economic conditions.

Accounts determined to be uncollectible are charged to operations when that

determination is made.

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

of Accounts Receivable

allowance for doubtful accounts

receivable - net

was bad debt expense of $ 83,564 and $ 17,489 for the years ended December 31, 2023 and 2022, respectively.

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

of operations.

consists solely of fuel.

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

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

Offering Costs

Company includes offering costs directly associated with its IPO and anticipated share offerings in prepaid expenses and other costs

in the consolidated balance sheet.

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

As of December 31, 2022, and 2021, the Company recorded $ 129,635 and $ 0 respectively, to deferred offering costs.

Equipment and Depreciation

and equipment are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of the related

Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.

cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any

gain or loss is recorded in the year of disposal.

and Intangible Assets

Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles-

Goodwill and Other (“ASC 350”).

The acquisition method of accounting requires that assets acquired and liabilities assumed

be recorded at their fair values on the date of a business acquisition.

The consolidated financial statements and results of operations

reflect an acquired business from the completion date of an acquisition.

The judgments that the Company makes in determining the estimated

fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income

in periods following an asset acquisition.

The Company generally uses either the income, cost or market approach to aid in their conclusions

of such fair values and asset lives.

The income approach presumes that the value of an asset can be estimated by the net economic benefit

to be received over the life of the asset, discounted to present value.

The cost approach presumes that an investor would pay no more

for an asset than its replacement or reproduction cost.

The market approach estimates value based on what other participants in the market

have paid for reasonably similar assets.

Although each valuation approach is considered in valuing the assets acquired, the approach

ultimately selected is based on the characteristics of the asset and the availability of information.

Company amortizes finite lived intangible assets over their estimated useful lives, which range between two and five years.

Schedule of Amortization Finite Lived Intangible Assets Useful Life

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts

may not be recoverable.

Determining whether an impairment has occurred typically requires various estimates and assumptions, including

determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur,

their amount and the asset’s residual value, if any.

In turn, measurement of an impairment loss requires a determination of fair

value, which is based on the best information available.

The Company uses quoted market prices when available and independent appraisals

and management estimates of future operating cash flows, as appropriate, to determine fair value.

Value of Financial Instruments

carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity

of these items and current payment expected.

These fair value estimates are subjective in nature and involve uncertainties and matters

of significant judgment, and therefore cannot be determined with precision.

Changes in assumptions could significantly affect these estimates.

The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments.

825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between market participants.

It also requires disclosure about how fair value

is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on

significant levels of inputs as follows:

prices in active markets for identical assets or liabilities.

prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant

to the fair value measurement.

carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis.

assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.

assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

The Company measures its available for sale securities on a recurring basis based on level 1 prices.

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

method of inventory valuation.

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

were no provisions for inventory obsolescence for the years ended December 31, 2023 and 2022, respectively.

December 31, 2023 and 2022, the Company had inventory of $ 134,057 and $ 151,248 , respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Concentrations

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

of Concentration of Risk

Ended December 31,

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

of Long-lived Assets including Internal Use Capitalized Software Costs

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

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

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

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

to expected operating results;

significant changes in the use of the assets;

significant negative industry or economic trends;

in the Company’s business strategy.

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

generated from the use and ultimate disposition of these assets.

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

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

were no impairment losses for the year ended December 31, 2023.

note 3 for discussion of impairments of long lived assets.

and Equipment

and equipment is stated at cost less accumulated depreciation.

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

useful lives of the assets.

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

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

accounts with the resulting gain or loss reflected in operations.

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

of the asset may not be recoverable.

were no impairment losses for the year ended December 31, 2023.

note 3 for discussion of impairments of long lived assets.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

480, (“ASC 480”),

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

815, (“ASC 815”) “Derivatives and

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

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

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

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

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

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

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

In connection with any extinguishments of equity

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

balance extinguished.

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

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

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

Issue Discounts and Other Debt Discounts

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

The original issue discount is recorded

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

Statements of Operations.

Additionally,

the Company may issue common stock with certain notes issued, which are recorded at fair value.

These discounts are also recorded as

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

the Consolidated Statements of Operations.

combined debt discounts can not exceed the face amount of the debt issued.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

underlying debt instrument, in the Consolidated Statements of Operations.

of Use Assets and Lease Obligations

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

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

borrowing rate.

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

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

Therefore, the Right of Use Asset and Lease

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

The Company’s operating

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

Future obligations relating to the exercise

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

be exercised.

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

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

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

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

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

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

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

within a particular currency environment.

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

4 unchanged sentences

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

incentives and amounts collected on behalf of third parties.

A performance obligation is a promise in a contract to transfer a distinct

good or service to a customer and is the unit of account under Topic 606.

The Company’s contracts with its customers do not include

multiple performance obligations.

The Company recognizes revenue when a performance obligation is satisfied by transferring control over

a product or service to a customer.

The amount of revenue recognized reflects the consideration the Company expects to be entitled to

in exchange for such products or services.

Company determines if an arrangement is a lease at inception.

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

assets and operating lease liabilities in our consolidated balance sheets.

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

payments arising from the lease.

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

value of lease payments over the lease term.

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

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

The lease payments used to determine the Company’s

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

Our lease term may include the option to extend or terminate

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

Lease expense for lease payments is recognized on

a straight-line basis over the lease term.

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

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

The Company recognizes revenue

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

The amount of revenue recognized

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

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

the contract with a customer

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

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

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

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

The Company applies judgment in determining the customer’s

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

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

the performance obligations in the contract

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

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

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

is separately identifiable from other promises in the contract.

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

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

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

the transaction price

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

to the customer.

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

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

on the nature of the variable consideration.

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

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

of the Company’s contracts contain a significant financing component.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

the transaction price to performance obligations in the contract

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

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

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

specific part of the contract.

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

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

Contracts that contain multiple performance obligations

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

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

that forms part of a single performance obligation.

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

obligation is sold separately.

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

account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.

revenue when or as the Company satisfies a performance obligation

is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

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

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

Additionally, all contract consideration

is fixed and determinable at the initiation of the contract.

the Company only has two separate and distinct single performance obligations in its contractual arrangements.

the Company generally recognizes membership revenues at the end of each month after services have been rendered.

There are no prepaid

membership revenues.

the Company recognizes fuel sales each month after delivery has occurred.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Liabilities (Deferred Revenue)

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

Upon completion

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

deposit is relieved and revenue is recognized.

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

following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and 2022:

of Disaggregation of Revenue

Ended December 31,

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

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

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

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

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

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

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

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

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

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

will be sustained upon examination by the tax authorities.

of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure

in the financial statements.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

No interest and penalties related

to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022, respectively.

the years ended December 31, 2023 and 2022, respectively, the Company generated net losses, resulting in an estimated income tax liability

of Deferred Tax Assets

Company’s deferred income tax assets include certain future tax benefits.

The Company records a valuation allowance against any

portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that

some portion or all of the deferred income tax asset will not be realized.

Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances

on a quarterly basis, or more frequently if events indicate that a review is required.

In determining the requirement for a valuation

allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset

is considered, along with all other available positive and negative evidence.

categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified.

The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation

date, recent pretax losses and/or expectations of future pretax losses.

factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited

future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

duration of statutory carry forward periods;

and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

of temporary differences and predictability of reversal patterns of existing temporary differences;

sensitivity of future forecasted results to commodity prices and other factors.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable,

such as cumulative losses in recent years.

The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its

cumulative results in recent years.

However, a cumulative three year loss is not solely determinative of the need for a valuation allowance.

The Company also considers all other available positive and negative evidence in its analysis.

December 31, 2023 and 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting

in a net carrying amount of $ 0 .

costs are expensed as incurred.

The Company incurred advertising costs for the year ended December 31, 2022, and 2021 of approximately

$ 1,182,815 and $ 216,946 , respectively.

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

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

in a tax return.

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

disclosure, and transition.

Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued and those issued

to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument,

whichever is more reliably measurable.

Compensation expense from stock awards is expensed over the service period.

Forfeitures are recognized

as they occur.

loss per share

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

Diluted earnings

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

converted during the period.

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

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

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

Schedule of Shares Excluded from Computations of Diluted Loss Per Share

Stock options under treasury stock method

accounting pronouncements

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) .

ASU 2016-02 requires lessees to recognize lease assets and lease

liabilities on the balance sheet and requires expanded disclosures about leasing arrangements.

ASU 2016-02 is effective for fiscal years

beginning after December 15, 2018, and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted.

ASU 2016-02 and additional ASUs are now codified as ASC 842, Leases .

ASC 842 supersedes the lease accounting guidance in ASC 840

Leases and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts.

It also requires additional disclosures about leasing arrangements.

Topic 842 was effective January 1, 2020, and was adopted with the

Company’s office lease that began on January 1, 2022.

June 2016, the FASB issued ASU No.

2016-13, “ Financial Instruments—Credit Losses (Topic 326).” The standard

introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses

and will apply to trade receivables.

The new guidance will be effective for the Company’s annual and interim periods beginning

after December 15, 2022.

The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial

other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Going Concern

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

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

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

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

For the year ended

December 31, 2022, the Company had a net loss of $ 17,505,765 .

At December 31, 2022, the Company had an accumulated deficit of $ 34,845,161 .

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

September 2021, the Company completed its Initial Public Offering and raised $ 25,250,000 in net proceeds after deducting the underwriting

discount and offering expenses.

The Company anticipates that it will need to raise additional capital by March 31, 2023, in order to continue

to fund its operations.

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

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

profitable operations.

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

to fund working capital and capital expenditures.

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

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

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

There can be no assurances that financing will be available on terms which are favorable, or at all.

If the Company is unable to raise

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

The Company’s management has concluded that there is substantial

doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may

result from the outcome of this uncertainty.

Related Party Transactions

the year ended December 31, 2021, the Company issued 26,573 shares to an executive as a signing bonus.

The Company also issued 53,144

signing shares and 104,093 restricted shares to directors.

the year ended December 31, 2022, the Company issued 182,540 shares of restricted stock and 522,462 stock options to executives.

in these amounts are 75,893 shares of stock and 125,951 stock options granted to two former executives for which vesting was accelerated

upon their termination.

The Company also granted a total of 776,761 restricted shares to directors during the year ended December 31,

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

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

Pursuant to the Consulting Agreement, Balance

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

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

Balance Labs also assisted with the Company’s expansion efforts.

Under the Consulting Agreement, in payment of services that

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

Upon the completion

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

During the first year of the term of the

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

In the second year of the agreement, the payment decreased to

$ 22,500 per month.

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

Labs 132,905 shares of its common stock.

The term of the Consulting Agreement is for two years and expired on November 18, 2022, without

being renewed.

The President, CEO, CFO and Chairman of the Board of Balance Labs is also the former president of the Company and beneficially

owns approximately 26 % of the Company’s common stock as of December 31, 2022.

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

assets consisted of the following:

Schedule of Fixed Assets

Estimated Useful Lives

December 31, 2022

December 31, 2021

Fixed assets:

Leasehold improvements

Office furniture

Office equipment

Vehicle construction in process

Total fixed assets

Accumulated depreciation

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

statements of operations.

Company recognized $ 136,582 and $ 1,364,168 in marketing and advertising costs during the years ended December 31, 2023 and 2022, respectively.

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

fair value-based method.

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

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

This guidance establishes standards for the accounting for transactions

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

It also addresses transactions in which an entity incurs liabilities

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

the issuance of those equity instruments.

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

fair value of options.

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

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

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

interest rate;

life of option

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

shares of its common stock.

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

holder and are classified as equity awards.

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

option pricing model as of the measurement date.

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

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

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

of the common stock issued.

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

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

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

earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders

by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued.

available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating

Losses are not allocated to participating securities.

Common shares outstanding and certain other shares committed to be,

but not yet issued, include restricted stock and restricted stock units (“RSUs”) for which no future service is required.

earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported.

earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and

dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding

and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period

(stock options, warrants, convertible preferred stock, and convertible debt).

shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid

or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under

the two-class method of earnings per share.

shares of common stock are excluded from the denominator in computing net loss per share.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively,

and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition

of a participating security.

RSUs granted under an executive compensation plan are not considered participating securities as the rights

to dividend equivalents are forfeitable.

following potentially dilutive equity securities outstanding as of December 31, 2023 and 2022 were as follows:

of Dilutive Equity Securities Outstanding

options (vested)

common stock equivalents

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

on the potential common stock equivalents noted above at December 31, 2023, the Company has sufficient authorized shares of common stock

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

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

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

As a result, all share and per share amounts

have been retroactively restated to the earliest period presented in the accompanying consolidated financial statements.

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

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

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

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

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

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

Note 4 which includes accrued interest payable – related parties.

Note 5 for a discussion of related party debt.

Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer.

Note 8 for a discussion of equity transactions with certain officers and directors.

Note 10 regarding expected share exchange agreement with NextNRG Holding Corp.

Note 11 for a discussion of the Company’s debt arrangements.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Party Agreement with Company owned by Daniel Arbour

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

Ltd (“Mountain Views”).

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

and founder of Mountain Views.

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

revenue officer.

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

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

However, either party may terminate the

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

May 15, 2023, EzFill Holdings, Inc.

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

(“Mountain Views”) entered

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

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

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

and founder of Mountain Views.

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

Party Agreement with Company owned by Avishai Vaknin

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

Telx Computers Inc.

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

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

generally entails overseeing all matters relating to the Company’s technology.

Pursuant to the Services Agreement, the Company

will pay Telx $ 10,000 USD per month and cover other pre-approved expenses.

The term of the Services Agreement is for twelve months from

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

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

At December 31, 2023, 260,000 shares

have vested, the remaining 65,000 shares will vest in April 2024 ( 32,500 shares) and April 2025 ( 32,500 shares), respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Accounting Standards

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

Codification.

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

stockholders’ equity, cash flows, or presentation thereof.

Management has evaluated all recent accounting pronouncements issued

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

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

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

Losses (Topic 326):

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

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

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

Also, ASU 2022-02 updates the requirements related

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

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

guidance was adopted on January 1, 2023.

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

financial statements.

November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment disclosure requirements, primarily through enhanced

disclosures about significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is evaluating the impact this

will have on the Company’s consolidated financial statements and disclosures.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU

ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation

of rate reconciliation categories and income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after

December 15, 2024, on either a prospective or retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact

of ASU 2023-09 on its consolidated financial statements and related disclosures.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

are various other updates recently issued, most of which represented technical corrections to the accounting literature or application

to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations

or cash flows.

Reclassifications

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

These reclassifications had no material

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

3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

Plant And Equipment Gross

( 2,242,866 )

Fixed assets, net

expense totaled $ 850,464 and $ 140,398 for the years ended December 31, 2022, and 2021, respectively.

Company recorded impairment of $ 258,114 related to materials purchased for construction of delivery vehicles to reduce the carrying value

of vehicle construction in progress to the expected realizable value.

Intangible Assets

assets consisted of the following:

Schedule of Intangible Assets

December 31, 2022

December 31, 2021

Indefinite lived intangible assets:

Total indefinite lived intangible assets

Other intangible assets:

Customer list

Loading rack license

Technology license

Total other intangible assets

Accumulated amortization

( 1,134,680 )

Total other intangible assets, net

property and equipment - net

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

5 unchanged sentences

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

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

In addition, the Company has granted

stock options for 531,456 shares at an exercise price of $ 3.76 per share that will become exercisable for three years after the end of

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

The Company has the option for four years after

the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of 1,062,913 of

its common shares.

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

of the net revenue, as defined, from the use of the technology.

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.

The impairment loss of $ 1,987,500 is included in Accumulated Amortization

as of December 31, 2022.

was going to 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 $ 30.08 per share that will become exercisable for three years after

the end of the fiscal year in which certain sales levels were to be 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.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

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

expense on intangible assets totaled $ 919,158 and $ 732,436 for the years ended December 31, 2022, and 2021, respectively.

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

ended December 31, 2022.

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

market capitalization as well as past operating performance.

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

factors were applied.

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

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

Accounts Payable and Accrued Liabilities

Company had accounts payable and accrued liabilities as follows:

Schedule of Accounts Payable and Accrued Liabilities

Additionally,

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

the year ended December 31, 2022.

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

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

As a consequence, management forecasts were revised, and

additional risk factors were applied.

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

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

the year ended December 31, 2023, the Company recorded an impairment loss of $ 105,506 related to items classified as construction in

process that were deemed unusable.

and amortization expense for the years ended December 31, 2023 and 2022 was $ 1,108,186 and $ 1,769,621 , respectively.

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

the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664

to true up the amounts to their actual balances.

4 – Accounts Payable and Accrued Liabilities

Accounts payable

Accrued payroll

Accrued expenses

Accrued interest

Total Accounts Payable and Accrued Liabilities

Line of Credit

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

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

Pursuant to the revolving Line of Credit, the Company may borrow

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

The Credit Limit was approximately $ 3.0 million

and $ 16.2 million at December 31, 2022, and December 31, 2021, respectively.

Outstanding borrowings were $ 1.0 million and $ 0 as of December

31, 2022, and December 31, 2021, respectively.

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

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

The amount outstanding

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

Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was 5.75 % at December 31, 2022, and

1.50 % at December 31, 2021.

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

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

Each loan is secured by the vehicle

that is financed.

One of the lenders has provided a commercial line of credit of $ 4.0 million, under which approximately $ 2.4 million

remained available as of December 31, 2022, for the financing of vehicles under retail installment contracts through May 31, 2023.

vehicle loans under the commercial line of credit and from other sources have interest rates that range from 3.5 % to 9.0 % (primarily

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

the loan bore interest at a rate of 1 % per month;

maturity date on the loan was April 21, 2021 ;

the Company had the option to extend the maturity date for seven one-month terms.

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

The Company exercised the option to extend the loan

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

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

notes bore interest at a rate of 1 % per month.

The principal and interest thereon were payable on March 10, 2022 , or upon completion

of the Company’s initial public offering if earlier.

In connection with these loans, each lender was issued 10,000 shares of the

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

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

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

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

As additional consideration

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

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

public offering.

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

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

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

The notes matured on the earlier of December 25,

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

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

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

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

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

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

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

of Accounts Payable and Accrued Liabilities

interest payable - related parties

interest payable

payable and accrued liabilities

following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable

(including those owed on vehicles), and line of credit, including key terms, and outstanding balances at December 31, 2023 and 2022,

respectively.

Payable – Related Parties

following is a summary of the Company’s notes payable – related parties at December 31, 2023 and 2022:

of Notes Payable Related Parties

- December 31, 2022

discount/issue costs

( 1,608,900 )

of debt discount/issue costs

- December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

following is a detail of the Company’s notes payable – related parties at December 31, 2023 and 2022:

of Company’s Notes Payable Related Parties

Payable - Related Parties

Issued with Debt

Interest Rate

unamortized debt discount

See discussion below regarding global amendment for Notes #2 and #3.

See discussion below regarding the limitation on the issuance of this lender due to a 9.99% equity ownership blocker.

#1 – Note Payable – Related Party - Material Stockholder greater than 5% and related Loss on Debt

Extinguishment

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

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

of $ 1,210,000 .

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

The maturity date of the note was

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

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

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

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

The maturity date of the note was August

19, 2022 , however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through

August 19, 2022, was immediately due and payable within two business days of such occurrence.

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

Amounts remaining in debt

discount were included in interest expense.

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

of Maturities of Long-Term Debt

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

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

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

The loans and accrued

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

rent and utilities, and maintains its payroll levels.

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

or reduces salaries during the eight-week period.

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

Shareholders Equity

shares include 500

million common shares and 50

million preferred shares.

Immediately prior to the Company’s IPO in December 2022, all shares of common stock then outstanding

converted into an aggregate of 18,750,000

shares of common stock following a one

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

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

2020 Equity Incentive Plan (Plan), which plan

has also been approved by the Company’s shareholders.

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

for issuance under the Plan.

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

2022 Equity Incentive

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

The Company has reserved 2,600,000 of its outstanding

shares of common stock for issuance under the 2022 Plan.

Participation in the Plans will continue until the benefits to which the participants

are entitled have been paid in full.

the year ended December 31, 2021, 30,559 shares of common stock were sold for cash proceeds of $ 115,000 .

the year ended December 31, 2021, the Company issued 26,573 shares to an executive as a signing bonus and recorded related stock compensation

expense of $ 100,000 and issued 53,144 signing shares to directors and recorded related stock compensation expense of $ 200,000 .

the year ended December 31, 2021, the Company recorded stock-based compensation expense of $ 345,000 related to shares granted for sponsorships

and $ 110,000 related to shares granted to consultants.

the year ended December 31, 2021, the Company issued 600,000 shares related to accrued bonuses, and 375,000 shares related to an acquisition

that had previously been accrued in 2020.

the year ended December 31, 2022, the Company issued 20,000 shares to a consultant for services rendered and recorded stock compensation

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

the accompanying consolidated statements of operations.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

(commitment fee).

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

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

The Company recorded this amount as a

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

Total discounts recorded aggregated $ 546,000 .

October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023

to April 2024.

At this time, the remaining 150,000 shares were issued to the lender.

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

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

in an extinguishment of the debt.

Specifically,

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

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

a result, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

of Loss on Debt Extinguishment

value of debt and common stock on extinguishment date *

value of debt subject to modification

on debt extinguishment - related party

* The Company valued the

issuance of the 150,000 commitment shares at $ 291,000 , based upon the quoted closing trading price on the date of modification

($ 1.94 /share).

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

The conversion feature is equal to the greater of (a) $ 1.54 and

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

Additionally, the note contains an anti-dilution

right in the form of a ratchet feature.

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

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

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

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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

#2 – Note Payable – Related Party - Material Stockholder greater than 5%

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

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

of $ 511,100 .

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

the year ended December 31, 2022, the Company issued 182,540 shares of restricted stock and 522,462 stock options to executives.

stock compensation expense of $ 587,500 is being recorded over the vesting period.

Included in these amounts are 75,893 shares of stock

and 125,951 stock options granted to two former executives for which vesting was accelerated upon their termination.

The Company also

granted a total of 776,761 restricted shares to directors during the year ended December 31, 2022, for which stock compensation expense

of $ 365,000 is being recorded over the vesting period.

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

Compensation Plan.

total of 966,801 shares of restricted stock were issued to employees, board members and consultants during the year ended December 31,

The restricted shares vest over periods from one to three years and are being recognized as expense on a straight-line basis over

the vesting period of the awards.

A total expense of $ 1,195,053 and 177,510 was recorded for the years ended December 31, 2022, and 2021,

respectively.

summary of the restricted stock activity is presented as follows:

Schedule of Restricted Stock Activity

Weighted Average

Outstanding at

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

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

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

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

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

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

Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously

issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater

of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days;

or the greater of the average of the VWAP over the

ten (10) preceding trading days or a floor price of $ 0.70 .

Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will

If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

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

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

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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

#3 – Note Payable – Related Party - Material Stockholder greater than 5%

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

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

In connection with obtaining this note, the Company was required to issue 260,000 shares of common stock to the lender

having a fair value of $ 539,760 , based upon the quoted closing trading price ($ 2.076 /share).

However, the issuance of these shares would

result in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares are classified

as common stock issuable in the accompanying consolidated balance sheets.

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

In total, the Company recorded debt discounts/issuance

costs of $ 320,000

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

The aggregate discounts calculated above exceeded the face

amount of the note and therefore were limited to the face amount of the note totaling $ 320,000 .

Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 0.70 .

Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

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

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

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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

Subsequent to the year ended December

31, 2023, in January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended

to April 19, 2024, the Company is required to issue 180,000 shares of common stock.

However, the issuance of these shares would result

in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares will be classified

as common stock issuable.

The Company determined the fair value of these shares to be $ 270,000 ($ 1.50 /share), based upon the quoted closing

trading price.

These shares will be recorded as additional interest expense.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

#4 - #16 - Notes Payable – Related Party - Material Stockholder greater than 20%

the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000 ,

less original issue discounts of $ 235,000 , resulting in net proceeds of $ 2,350,000 .

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

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

related accrued interest will automatically renew for successive two-month (2) periods.

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

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

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

will be multiplied by 150% and become immediately due.

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

outstanding principal and accrued interest are immediately due.

in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common

stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70

(the floor price).

In the event such a conversion

were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

December 31, 2023, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions

of the notes.

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

Payable - Other

2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership) advanced unsecured working capital

funds (net proceeds after original issue discount of $ 12,500 was $ 250,000 ) to the Company.

In 2023, the note principal of $ 262,500 along

with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Payable (non-vehicles)

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

of Notes Payable Non - Vehicles

- December 31, 2022

amount of note

of debt discount

- December 31, 2023

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

The reduction of stock compensation

expense related to the forfeitures was $ 2,365 and $ 0 for the years ended December 31, 2022, and 2021, respectively.

stock compensation expense related to restricted stock was approximately $ 206,000 as of December

31, 2022, which will be recognized over a weighted-average period of 0.7 years.

Options and Warrants

following table represents option activity during the year ended December 31, 2022:

of Stock Option Activity

Exercise Price

Outstanding at December 31, 2021

Options granted

Outstanding at December 31, 2022

Exercisable at December 31, 2022

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

Schedule of Fair Value Assumptions

Valuation assumptions:

Risk-free rate

Expected volatility

Expected term (years)

Dividend yield

stock compensation expense related to stock options was approximately $ 131,000 as of December

31, 2022, which will be recognized over a weighted-average period of 2.0 years.

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

The warrants are

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

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

The warrants are exercisable

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

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

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

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

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

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

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

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

The Company received net proceeds

of $ 250,000 .

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

Interest Rate

initially 6.5 %, however, subject to change at each reporting period.

unamortized debt discount

Payable - Vehicles

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

of Notes Payable for Vehicles

- December 31, 2021

of vehicles in exchange for notes payable

- December 31, 2022

- December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

of the Company’s Notes Payable for Vehicles

Payable - Vehicles

Interest Rate

current portion

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

of Maturities of Long Term Debt

the Year Ended December 31,

- Related Parties

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

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

to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of

The Credit Limit was $ 0 and $ 3,000,000 at December 31, 2023 and 2022, respectively.

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

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

secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held

in the Company’s investment portfolio with the Bank.

The Company liquidated its entire position in the investment portfolio during

the second quarter of 2023.

amount outstanding under the Line of Credit bore interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit)

in effect each day.

Interest was due and payable monthly in arrears.

interest rate on the Line of Credit was 5.75 % at December 31, 2022.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

6 – Fair Value of Financial Instruments

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

level in which to classify them for each reporting period.

This determination requires significant judgments to be made.

Company did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2023.

As noted above, all

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

7 – Commitments and Contingencies

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

We account for leases in accordance with

ASC Topic 842:

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

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

Leases are classified as either financing or operating,

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

In addition, a lessor is required to

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

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

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

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

the lease is treated as financing.

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

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

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

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

payments over the lease term.

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

lease payments over the lease term.

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

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

We determine our incremental

borrowing rate based on market sources including relevant industry data.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

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

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

From a lessor perspective, the timing and pattern of

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

would be classified as an operating lease.

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

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

All other lease assets and lease liabilities

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

Because most of our leases do not

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

in determining the present value of lease payments.

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

For purposes of calculating lease liabilities, lease

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

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

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

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

were fixed at lease inception.

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

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

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

December 3, 2021, the Company signed a lease for 5,778 square feet of office space, for occupancy effective January 1, 2022.

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

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2023 and

2022, respectively:

of Operating Lease Assets and Liabilities

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

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

components of lease expense were as follows:

of Components of Lease Expense

of right-of-use operating lease asset

liability expense in connection with obligation repayment

operating lease costs

cash flow information related to operating leases was as follows:

cash outflows from operating lease (obligation payment)

asset obtained in exchange for new operating lease liability

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

amount representing interest

value of operating lease liability

current portion of operating lease liability

operating lease liability

Lease – Related Party

August 1, 2023, the Company signed a lease for 1,200 square feet of office space owned by the Company’s Chief Technology

The lease term is 48 months, and the total monthly payment is $ 6,955 , including base rent, estimated operating expenses

and sales tax.

lease is subject to a 3% annual increase.

An initial Right of Use (“ROU”) asset of $ 316,557 was recognized as a non-cash

asset addition.

tables below present information regarding the Company’s operating lease assets and liabilities – related party at December 31,

2023 and 2022, respectively:

of Operating Lease assets and Liabilities

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

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

The components of lease expense were as follows:

of Components of Lease Expense

of right-of-use operating lease asset

liability expense in connection with obligation repayment

operating lease costs

cash flow information related to operating leases was as follows:

cash outflows from operating lease (obligation payment)

asset obtained in exchange for new operating lease liability

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

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

amount representing interest

value of operating lease liability

current portion of operating lease liability

operating lease liability

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

These agreements contain various compensation

arrangements pertaining to the issuance of stock and cash.

The stock portion of the compensation contains vesting provisions and are

recorded as earned.

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

10, 2023 (Non-Independent Director),

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

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

Non-Independent

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

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

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

year ended December 31, 2023.

Technology Officer

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

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

the year ended December 31, 2023, the CTO vested in 260,000 shares of common stock, having a fair value of $ 665,600 .

Additionally, the

remaining 65,000 shares vest 32,500 in April 2024 and 2025, respectively.

A corresponding expense totaling $ 52,000 was recorded for those

shares ( 65,000 ) which were part of this employment agreement that had not yet vested.

Total expense recorded during the year ended December

31, 2023 for the CTO was $ 717,600 .

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

expense was recorded as a component of general and administrative expenses for the year ended December 31, 2023.

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

and board members.

Directors (New Board Members)

2023, the Company granted various board directors an aggregate of 220,840 shares of common stock having a fair value of $ 455,000 on the

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

All shares will vest in June 2024 at the Company’s

annual meeting.

Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services are being provided.

Directors (Former Board Members)

Company recognized an expense of $ 207,083 related to the vesting of shares over the term in which services were being provided in 2023

(through June 2023 prior to termination, these awards had been fully vested).

Contingencies

– Legal Matters

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

3 unchanged sentences

for potential insurance or third-party recoveries.

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

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

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

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

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

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

Cash paid for amounts included in the present value of operating lease liabilities was $ 246,538 for the year ended December

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

The operating

lease expense for this lease was $ 245,777 for the year ended December 31, 2022, and is included in operating expenses in the consolidated

statements of operations.

minimum payments under non-cancellable leases as of December

31, 2022, were as follows:

Schedule of Future Minimum Payments Under Non-Cancellable Leases

Future Minimum Payments

Total undiscounted operating leases payments

Imputed interest

Present Value of Operating Lease Liabilities

Other Information

Weighted-average remaining lease term

Weighted-average discount rate

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

and charges from these leases are expensed as incurred.

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

Total rent expense for

these leases (including the prior headquarters office) was approximately $ 121,415 and $ 89,935 for the year ended December 31, 2022, and

2021, respectively.

components of the deferred tax assets at December 31, 2022 and 2021 were as follows:

of Deferred Tax Assets

of December 31, 2023 and 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require

accrual or disclosure.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

8 – Stockholders’ Equity (Deficit)

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

shares authorized

issued and outstanding

value - $ 0.0001

senior to any other class of preferred stock

preference – none

of redemption - none

shares authorized

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

value - $ 0.0001

at 1 vote per share

and Incentive Plans

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

Stock Incentive Plans.

All issuances under these Plans has been noted below for the years ended December 31, 2023 and 2022, respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Transactions for the Year Ended December 31, 2023

Issued for Cash

Company sold 8,393 shares of common stock for $ 25,308 ($ 3.06 – 3.53 /share) through at the market (“ATM”) sales via

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

The Company also paid $ 25,308 in related expenses

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

Issued for Services – Related Parties

Company issued an aggregate 672,464 shares of common stock to a Company officer as well various board members for services rendered,

having a fair value of $ 1,215,365 ($ 1.75 – $ 3.51 /share), based upon the quoted closing trading price.

The issuance of these shares

was pursuant to vesting.

Issued for Services

Company issued 100,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 1.92 - $ 4.79 /share),

based upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party

Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable)

Company issued 660,000

shares of common stock in connection with the

issuance notes payable (See Note 5), having a fair value of $ 919,500

- $ 2.71 /share),

based upon the quoted closing trading price.

the total 660,000 shares issued, 260,000 shares remain unissued (common stock issuable) since the issuance of these shares would give

this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement.

This lender holds a greater than 5 %

controlling interest in the Company.

Transactions for the Year Ended December 31, 2022

Issued for Services – Related Parties

Company issued 45,932 shares of common stock to certain officers and directors for services rendered, having a fair value of $ 1,309,524

($ 28.51 /share), based upon the quoted closing trading price.

The recipients were subject to vesting provisions in connection with their

restricted stock grants, and in certain cases, for any individual that was terminated, related shares may have received accelerated vesting.

Issued for Services

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

closing trading price.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Issued for Acquisition

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

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

Stock and Related Vesting

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

Schedule of Company Nonvested Shares

- December 31, 2021

Cancelled/Forfeited

- December 31, 2022

Cancelled/Forfeited

- December 31, 2023

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

These grants typically contain a vesting

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

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

These amounts

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

expenses in the accompanying consolidated statements of operations.

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

Any unvested share based

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

December 31, 2023, unrecognized stock compensation expense related to restricted stock was $ 324,134 , which will be recognized over a

weighted-average period of 1.27 years

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

option transactions for the years ended December 31, 2023 and 2022 are summarized as follows:

of Stock Option Activity

Exercise Price

- December 31, 2021

and Exercisable - December 31, 2021

and non-exercisable - December 31, 2021

Cancelled/Forfeited

- December 31, 2022

and Exercisable - December 31, 2022

and non-exercisable - December 31, 2022

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Ended December 31, 2023

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

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

These options were fully

vested on the grant date.

remaining 200,000 options were granted to consultants for a project that was cancelled in 2023.

As a result, the Company recorded a grant

date fair value of $ 23,920 .

All previously recorded stock based compensation ($ 7,973 ) was reversed in 2023.

There was a net effect of

$ 0 on the consolidated statements of operations for this grant.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

Schedule of Fair Value Assumptions

free interest rate

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

of these individuals had timely exercised their options post termination in an allowable time period, resulting in the cancellation and

forfeiture of any issued and outstanding amounts held.

Ended December 31, 2022

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

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

of $ 350,000 .

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

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

in these service based grants.

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

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

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

Only 3,125 options

having a fair value of $ 3,700 vested.

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

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

free interest rate

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

compensation expense for the years ended December 31, 2023 and 2022 and 2022 included those amounts associated with vesting of common

stock and options of $ 1,525,146 and $ 1,412,283 , respectively with various officers and directors.

amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their

awards, in which the Company recorded previously recognized expense.

These amounts were insignificant.

the totals above, $ 1,215,365 and $ 694,524 were for related parties for the years ended December 31, 2023 and 2022, respectively.

activity for the years ended December 31, 2023 and 2022 are summarized as follows:

of Stock Warrant Activity

Exercise Price

- December 31, 2021

and Exercisable - December 31, 2021

- December 31, 2021

Cancelled/Forfeited

- December 31, 2022

and Exercisable - December 31, 2022

- December 31, 2022

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

9 – Acquisition

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

service provider, for (a) a net amount of $ 321,250 cash after a credit of $ 3,750 , and (b) 5,040 common shares, with a value of $ 50,000

based upon the quoted closing price.

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

affiliate Palmdale Oil Company, Inc.

(“Palmdale”) as one if its main fuel suppliers throughout the state of Florida, with

preferred pricing on all fuel purchases.

Palmdale will also provide the Company with access to vehicle parking at their locations throughout

the state in order to support the expansion of the Company’s mobile fueling business.

This acquisition was considered an acquisition

of a business under ASC 805.

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

Schedule of Purchase Price Allocation at Fair Value

Consideration

value of consideration transferred

amounts of identifiable assets acquired

identifiable intangibles

assets acquired

vehicles are being depreciated over their estimated useful lives.

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

and market share.

Goodwill is not deductible for tax purposes.

Transaction costs related to the acquisition were not material.

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

At December 31, 2023, the vehicles

acquired are still in service.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

10 – Material Definitive Agreement as Amended and Reverse Acquisition

into Material Definitive Agreement Related Party – as Amended and Restated

August 10, 2023, the Company, the members (the “Members”) of NextNRG Holding Corp (“Next Charging”) and

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

Agreement”), pursuant to which the Company agreed to acquire from the Members 100 %

of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 100,000,000

shares of common stock.

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

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

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

shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid,

and/or battery storage system.

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

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

Charging is a renewable energy company formed by Michael D.

Next Charging has plans to develop and deploy wireless electric vehicle

charging technology coupled with battery storage and solar energy solutions.

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

of the Company.

Farkas is the managing member and CEO of Next Charging.

Farkas is also the beneficial owner of approximately

20 % of the Company’s issued and outstanding common stock.

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

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

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

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

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

See Form 8-K filed on November

2, 2023 for additional information.

On March 1, 2024, Next Charging reincorporated

in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

December 31, 2023 and the date of these financial statements, the agreement has not yet closed.

11 – Income Taxes

Components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were approximately as follows:

of Deferred Tax Assets and Liabilities

based compensation

operating loss carryforward

research expenditures

deferred tax assets

Stock-based compensation

Net operating loss

Lease liabilities

Capitalized research expenditures

Total gross deferred tax asset

Tax Liabilities

deferred tax liabilities

Prepaid assets

Right of use asset

Valuation allowances

( 1,038,000 )

valuation allowance

( 11,308,000 )

Net deferred tax asset

components of the income tax benefit and related valuation allowance for the years ended December 31, 2022, and 2021 are as follows:

( 8,720,000 )

tax asset - net

components of the income tax benefit and related valuation allowance for the years ended December 31, 2023 and 2022 was approximately

of Income Tax Benefit and Related Valuation Allowance

1 unchanged sentence

( 4,149,000 )

income tax provision (benefit)

( 2,588,000 )

( 4,149,000 )

valuation allowance

Total Tax Provision

reconciliation of the provision for income taxes for the years ended December 31, 2022, and 2021 as compared to statutory rates is as

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

reconciliation of the provision for income taxes for the years ended December 31, 2023 and 2022 as compared to statutory rates was approximately

of Reconciliation of Provision for Income Taxes

Provision at federal statutory rate of 21 %

income tax expense (benefit) - 21 %

$ ( 2,199,000 )

$ ( 3,676,000 )

Permanent differences, net

State income tax benefit

Deferred adjustments

Change in valuation allowance

Total income tax provision

net operating loss carryforwards at December 31, 2022 and December 31, 2021 totaled approximately $ 32.9 million and $ 17.5 million, respectively,

for tax purposes, which will be available to offset 80 % of future taxable income indefinitely.

income tax expense (benefit) - 4.35 % - net of federal effect

differences - net

in valuation allowance

tax expense (benefit)

net operating loss carry forwards at December 31, 2023 and 2022 were approximately as follows:

of Operating Loss Carry Forwards

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

7 unchanged sentences

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

Bank Credit Line

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

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

to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of

The Credit Limit was approximately $ 3.4 million at December 31, 2022.

To secure the repayment of the Credit Limit, the Bank

will have a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with

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

Credit) in effect each day.

Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was 5.75 % at December

Bank may, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding balance and accrued interest

thereon, be immediately repaid in full, and the Bank may terminate the Line of Credit.

Outstanding balances under the Line of Credit were $ 1,000,000 and $ 0 at December 31, 2022, and 2021, respectively.

Business Combination

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

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

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

Further, the Purchase

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

as one if its main fuel suppliers throughout the state of Florida.

Palmdale will also provide the Company with access to vehicle parking

at their locations throughout the state in order to support the expansion of the Company’s mobile fueling business.

This acquisition

was considered an acquisition of a business under ASC 805.

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

Schedule of Purchase Price Allocation at Fair Value

Customer list

Loading rack license

Other identifiable intangibles

Purchase Allocation

purchase price was paid as follows:

of Business Acquisitions by Acquisition Issued or Issuable

Purchase Allocation

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

Transaction costs related

to the acquisition were not material.

results of operations for the year ended December 31, 2022, include approximately $ 113,000 of revenue and $ 4,000 net loss related to

the acquired business since the March 11, 2022 , acquisition date.

accompanying unaudited pro forma combined statement of operations presents the accounts of EzFill Holdings, Inc.

and Neighborhood Fuel

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

of Unaudited Pro Forma Combined Statement of Operations

Year ended December 31, 2021

Summary Statement of Operations

EzFill Holdings

$ ( 9,383,397 )

$ ( 122,507 )

$ ( 9,505,904 )

Net Loss per common share – basic and diluted

Weighted average common shares – basic and diluted

12 – Subsequent Events

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

January 23, 2023, the Company entered into an agreement (the “Consulting Agreement”) with Lunar Project LLC (the “Consultant”).

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

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

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

its business.

In exchange for its services, the Consultant will receive options to purchase 1,600,000 restricted shares of the Company’s

common stock (the “Options”).

The Options’ exercise prices, vesting requirements, and expiration dates will be set

forth in an option agreement between the Consultant and the Company.

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

all unvested Options will immediately expire.

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

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

The first Option Agreement is for 500,000 option shares that

have an exercise price of $ 0.60 per share and an expiration date five years from the vesting date.

The second Option Agreement is for

400,000 option shares that have an exercise price of $ 1.00 per share and an expiration date five years from the vesting date.

Option Agreement is for 400,000 option shares that have an exercise price of $ 1.25 per share and an expiration date five years from the

vesting date.

The fourth Option Agreement is for 300,000 option shares that have an exercise price of $ 1.75 per share and an expiration

date five years from the vesting date.

Within each of the aforementioned Option Agreements, there are performance conditions and vesting

dates with specific percentages of shares to vest.

To exercise the Option, the Consultant (or in the case of exercise after the Consultant’s

death or incapacity, the Consultant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company

a written notice of exercise per the Consulting Agreement.

February 10, 2023, the Board of Directors appointed Mr.

Daniel Arbour as a non-independent director.

Arbour’s term will continue

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

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

Arbour will receive a Board equivalent stock fee of $ 130,000 .

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

Stock grant equivalent shares

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

yearʼs annual meeting whichever is sooner.

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

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

On February 15, 2023, the Company entered into a consulting agreement

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

Daniel Arbour is the principal

and founder of Mountain Views.

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

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

The term of the Consulting

Agreement is for twelve months from the effective date however, either party may terminate the Consulting Agreement on two weeks written

notice to the other party.

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

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

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

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

The Company filed a prospectus supplement to its registration

statement on Form S-3 (File No.

333-268960) offering the Shares.

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

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

(the “Securities Act”), including sales made directly on or through The NASDAQ Capital Market or any other existing trading

market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such

prevailing market prices, and/or any other method permitted by law.

The Company may instruct the Sales Agent not to sell the Shares if

the sales cannot be affected at or above the price designated by the Company from time to time.

The Company is not obligated to make

any sales of the Shares under the Sales Agreement.

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

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

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

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

The Company also agreed

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

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

In addition, the Company will

reimburse the Sales Agent upon request for such costs, fees and expenses incurred in connection with the Sales Agreement in an amount

not to exceed $ 7,500 on a quarterly basis for the first three quarters of each year and $ 10,000 for the fourth quarter of each year.

As of March 10, 2023, a total of 67,141 shares had been sold under the ATM for gross proceeds of $ 26,601 .

Payable Related Party – Material Stockholder greater than 20%

to December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000 , less original

issue discounts of $ 125,000 , resulting in net proceeds of $ 1,250,000 .

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

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

related accrued interest will automatically renew for successive two-month (2) periods.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

In connection with obtaining these notes, the Company also issued 156,000

shares of common stock to the lender, which will be accounted for as a debt discount.

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

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

will be multiplied by 150% and become immediately due.

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

outstanding principal and accrued interest are immediately due.

in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common

stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70

(the floor price).

In the event such a conversion

were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

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

See Note 5 for all other related note issuances with

– Continued Listing Rule or Standard

previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity did not comply with

the minimum $ 2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity

Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February

20, 2024 to comply with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

Company has requested an appeal for the Staff’s determination.

The hearing has been scheduled for May 2, 2024.

At the hearing,

the Company intends to present its plan for regaining compliance with the Equity Rule and may request a further extension to

complete the execution of its plan.

No assurance can be provided that Nasdaq will ultimately accept the Company’s plan or that

the Company will ultimately regain compliance with the Equity Rule.

Form 8-K filed on February 23, 2024.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

2 unchanged sentences

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 8. Financial Statements and Supplementary Data