What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-14 compared with 2023-11-14 · 853 added, 720 removed, 753 unchanged (68% of the section changed)

1 unchanged sentence

Holdings, Inc.

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Holdings, Inc.

and Subsidiary

Balance Sheets

September 30, 2023

Consolidated Balance Sheets

March 31, 2024

December 31, 2023

Current Assets

Investment in debt securities

Accounts receivable - net

3 unchanged sentences

Operating lease - right-of-use asset

Liabilities and Stockholders’ Equity

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

Operating lease - right-of-use asset

Liabilities and Stockholders’ Deficit

Current Liabilities

2 unchanged sentences

Accounts payable and accrued expenses

Line of credit

Notes payable - net

2 unchanged sentences

Operating lease liability

Operating lease liability - related party

Operating lease liability

Total Current Liabilities

2 unchanged sentences

Operating lease liability

Operating lease liability - related party

Operating lease liability

Total Long Term Liabilities

1 unchanged sentence

Commitments and Contingencies

Stockholders’ Equity

Stockholders’ Deficit

Preferred stock - $ 0.0001 par value;

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

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

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

5,000,000 shares authorized none issued and outstanding

Common stock - $ 0.0001 par value, 50,000,000 shares authorized 4,708,192 and 4,516,531 shares issued

and outstanding, respectively

Common stock issuable

Additional paid-in capital

2 unchanged sentences

( 45,317,050 )

Accumulated other comprehensive loss

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’ Deficit

( 3,312,101 )

( 1,906,206 )

Total Liabilities and Stockholders’ Deficit

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

1 unchanged sentence

and Subsidiary

Statements of Operations and Comprehensive Loss

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31,

Costs and expenses

6 unchanged sentences

( 2,307,182 )

( 6,082,503 )

( 11,209,905 )

Other income (expense)

1 unchanged sentence

Interest expense

Loss on sale of marketable debt securities

Total other income (expense) - net

1 unchanged sentence

$ ( 2,348,771 )

$ ( 7,044,320 )

$ ( 11,215,589 )

Loss per share - basic and diluted

3 unchanged sentences

$ ( 2,348,771 )

$ ( 7,044,320 )

$ ( 11,215,589 )

Change in fair value of debt securities

2 unchanged sentences

$ ( 2,317,709 )

$ ( 7,044,320 )

$ ( 11,285,090 )

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

1 unchanged sentence

and Subsidiary

Statements of Changes in Stockholders' Equity

the Three and Nine Months Ended September 30, 2023

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2024

Preferred Stock

Comprehensive

Stockholders’

Common Stock Issuable

Additional Paid-in

Total Stockholders’

December 31, 2023

$ ( 45,317,050 ) -

Stock based compensation - related parties

Stock based compensation - other

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

Cash paid for direct offering costs

Unrealized gain on debt securities

$ ( 1,906,206 )

( 2,348,771 )

March 31, 2023

( 37,193,932 )

Stock based compensation - related parties

Stock based compensation - other

Stock issued as debt issue costs - related party

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

Unrealized gain on debt securities

( 2,468,811 )

June 30, 2023

( 39,662,743 )

Stock based compensation - related parties

Stock based compensation - other

Stock issued as debt issue costs - related party

Stock issued for services

1 unchanged sentence

( 1,899,122 )

September 30, 2023

March 31, 2024

$ ( 47,216,172 ) -

$ ( 3,312,101 )

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

1 unchanged sentence

and Subsidiary

Statements of Changes in Stockholders' Equity

the Three and Nine Months Ended September 30, 2022

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2023

Preferred Stock

Comprehensive

Stockholders’

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

December 31, 2022

$ ( 34,845,161 )

Stock based compensation - related party

Stock based compensation - other

Stock sold for cash (ATM) - net

Consideration for acquisition

Unrealized loss on debt securities

$ ( 34,845,161 )

( 3,266,510 )

March 31, 2022

( 20,605,906 )

Notes payable - net

Unrealized loss on debt securities

( 3,872,670 )

June 30, 2022

( 24,478,576 )

Balance, value

( 24,478,576 )

Stock based compensation - related parties

Stock based compensation - other

Unrealized loss on debt securities

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

Cash paid for direct offering costs

Unrealized gain on debt securities

( 2,348,771 )

September 30, 2022

March 31, 2023

$ ( 37,193,932 )

Balance, value

$ ( 37,193,932 )

2 unchanged sentences

and Subsidiary

Statements of Cash Flows

For the Nine Months Ended

September 30,

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

Operating activities

5 unchanged sentences

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

Warrants issued for services rendered

Stock issued for services

Stock issued for services - related parties

7 unchanged sentences

Operating lease liability

Operating lease liability - related party

Net cash used in operating activities

3 unchanged sentences

Proceeds from sale of marketable debt securities

Acquisition of business

Purchase of fixed assets - net of refunds on prior purchases

( 3,242,162 )

Purchase of fixed assets

Net cash used provided by (used in) investing activities

( 2,731,696 )

Financing activities

Proceeds from line of credit

Proceeds from notes payable

Proceeds from notes payable - related party

1 unchanged sentence

Cash paid for direct offering costs

Repayments on line of credit

( 1,000,000 )

Repayments on notes payable

Repayments on loan payable - related party

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net decrease in cash

( 1,562,212 )

( 8,983,669 )

Cash - beginning of period

4 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

Debt discount

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

Adjust note balance for actual borrowings

Debt discount in connection with the issuance of notes payable - related party

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

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 - Organization and Nature of Operations

and Nature of Operations

Holding, Inc.

Holdings, Inc.

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

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

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

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

The results of operations for the nine months ended September 30,

2023 are not necessarily indicative of the operating results for the full fiscal year or any future period.

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the

results of operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2024 are

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

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

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

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024.

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

1 unchanged sentence

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

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and Going Concern

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

reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2024, the Company had:

loss of $ 1,899,122 ;

cash used in operations was $ 5,439,667

Net cash used in operations was $ 1,140,148

Additionally,

at September 30, 2023, the Company had:

deficit of $ 41,889,481

Stockholders’

equity of $ 137,506 ;

capital deficit of $ 3,103,544

at March 31, 2024, the Company had:

Accumulated deficit of $ 47,216,172

Stockholders’ deficit of $ 3,312,101 ;

Working capital deficit of $ 6,343,174

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

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

There is no assurance that the Company will

be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds the Company

might raise will enable the Company to complete its initiatives or attain profitable operations.

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

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The Company had cash on hand

of $ 405,230 at September 30, 2023.

of $ 48,613 at March 31, 2024.

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

3 unchanged sentences

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

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

HOLDING, INC.

ended March 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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strategic plans include the following:

to expand into new markets,

Collaborations

with other operating businesses;

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

Expand into new and existing markets (commercial and residential),

Obtain additional debt and/or equity based financing,

Collaborations with other operating businesses for strategic

opportunities;

Acquire other businesses to enhance or complement our current

business model while accelerating our growth.

2 - Summary of Significant Accounting Policies

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All intercompany transactions and balances have been eliminated.

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.

Combinations and Asset Acquisitions

Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards

Codification (“ASC”) 805, Business Combinations (“ASC 805”).

costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred.

identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at

their estimated fair values.

The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired,

liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the

acquired entity, is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes

in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in

the period the adjustments are determined.

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

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

HOLDING, INC.

Actual results may vary from these

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

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

Adjustments to fair values of assets

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

Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as

a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value

of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If so, the transaction

is accounted for as an asset acquisition.

If not, further determination is required as to whether the Company has acquired inputs and

processes that can create outputs that would meet the definition of a business.

When applying the screen test, significant judgment is

required to determine whether an acquisition is a business combination or an acquisition of assets.

for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50.

A cost accumulation

model is used to determine an asset acquisition’s cost.

Assets acquired are based on their cost, generally allocated to them on

a relative fair value basis.

Direct acquisition-related costs are included in the cost of the acquired assets.

distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine

the nature of the transaction.

Incorrect judgments or changes in decisions in these areas could materially affect the determination of

goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results

of operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Adjustments to

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

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

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segments and Concentrations

6 unchanged sentences

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

of Estimates and Assumptions

financial statements in conformity with U.S.

3 unchanged sentences

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

estimates during the nine months ended September 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other

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

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

the valuation allowance on deferred tax assets.

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 three months ended March 31, 2024 and 2023, 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

2 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

results on a consistent basis.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Value of Financial Instruments

9 unchanged sentences

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).

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

11 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2023 and December 31, 2022, respectively,

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

At March 31, 2024 and December 31, 2023, respectively, the

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

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

9 unchanged sentences

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

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

March 31, 2024 and December 31, 2023, 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 .

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

insured limits.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured

Available-for-sale

4 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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 September 30, 2023 and December 31, 2022,

respectively:

of Unrealized Gains, Losses, and Fair Value

September 30, 2023

Amortized Cost

Gross Unrealized

Corporate Bonds

December 31, 2022

Amortized Cost

Gross Unrealized

Corporate Bonds

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

in active markets for identical assets.

the three months ended March 31, 2024 and 2023, the Company received proceeds of $ 0 and $ 1,150,928 , respectively, in connection with

the sale and liquidation of its investment portfolio.

losses, including amortization of bond premiums on these debt securities were $ 0 and $ 21,737 for the three months ended March 31, 2024

and 2023, respectively.

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

8 unchanged sentences

determination is made.

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

following is a summary of the Company’s accounts receivable at March 31, 2024 and December 31, 2023:

of Accounts Receivable

September 30, 2023

March 31, 2024

December 31, 2023

2 unchanged sentences

Accounts receivable – net

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

was bad debt expense of $ 83,564 and $ 16,938 for the nine months ended September 30, 2023 and 2022, respectively.

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

of operations.

HOLDING, INC.

was bad debt expense of $ 0 and $ 3,121 for the three months ended March 31, 2024 and 2023, respectively.

Bad debt expense (recovery)

is recorded as a component of general and administrative expenses in the accompanying consolidated statements of

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

consists solely of fuel.

2 unchanged sentences

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

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

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

were no provisions for inventory obsolescence for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively.

March 31, 2024 and December 31, 2023, the Company had inventory of $ 153,964 and $ 134,057 , respectively.

Concentrations

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

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

of Concentration of Risk

Nine Months Ended September 30

Nine Months Ended

Three Months Ended March 31,

Year Ended December 31,

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

of Long-lived Assets including Internal Use Capitalized Software Costs

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

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

were no impairment losses for the three months ended March 31, 2024 and 2023, respectively.

note 3 for discussion of impairments of long lived assets.

and Equipment

5 unchanged sentences

accounts with the resulting gain or loss reflected in operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

were no impairment losses for the three months ended March 31, 2024 and 2023, respectively.

note 3 for discussion of impairments of long lived assets.

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

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

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

March 31, 2024 and December 31, 2023, 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.

2 unchanged sentences

Statements of Operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

The combined debt discounts cannot exceed the face amount of the debt issued.

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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

of Use Assets and Lease Obligations

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within a particular currency environment.

See Note 7 for third party and related party operating leases.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Currently, the Company only

has single performance obligations.

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the transaction price

6 unchanged sentences

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

None of the Company’s

contracts contain a significant financing component.

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

the transaction price to performance obligations in the contract

11 unchanged sentences

obligation is sold separately.

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

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

related to the performance obligations.

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

contracts with variable consideration.

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

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

Revenue is recognized at the time the related performance

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

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

is fixed and determinable at the initiation of the contract.

Performance obligations are satisfied when a delivery is completed or a

membership fee has been paid.

Therefore, revenue is recognized at a point in time.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Liabilities (Deferred Revenue)

3 unchanged sentences

deposit is relieved and revenue is recognized.

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

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

March 31, 2024 and December 31, 2023, the Company had deferred revenue of $ 0 , respectively.

following represents the Company’s disaggregation of revenues for the three months ended March 31, 2024 and 2023:

of Disaggregation of Revenue

Nine Months Ended September 30,

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

HOLDING, INC.

Three Months Ended March 31,

% of Revenues

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

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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will be sustained upon examination by the tax authorities.

As of September 30, 2023 and December 31, 2022, respectively, the Company

had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

March 31, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or

disclosure in the financial statements.

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

No interest and penalties related

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

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

At September 30, 2023, the Company has an estimated

income tax liability of $ 0 .

to uncertain income tax positions were recorded for the three months ended March 31, 2024 and 2023, respectively.

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

March 31, 2024 and December 31, 2023, 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.

1 unchanged sentence

statements of operations.

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

respectively.

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

respectively.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Company recognized $ 24,506 and $ 58,640 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively.

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

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the issuance of those equity instruments.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

interest rate;

life of option

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

Exercise price,

Expected dividends,

Expected volatility,

Risk-free interest rate;

Expected life of option

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

shares of common stock outstanding for the periods presented.

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

and potentially dilutive securities outstanding during the period.

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

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

These common stock equivalents may be dilutive in the future.

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

upon conversion would be anti-dilutive.

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

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 March 31, 2024 and 2023 were as follows:

of Dilutive Equity Securities Outstanding

September 30, 2023

September 30, 2022

Stock options (vested)

March 31, 2024

March 31, 2023

Warrants (vested)

1 unchanged sentence

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

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

The related contingency was resolved in October 2023.

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

on the potential common stock equivalents noted above at March 31, 2024, the Company has sufficient authorized shares of common stock

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

2 unchanged sentences

As a result, all share and per share amounts

have been retroactively restated to the earliest period presented.

HOLDING, INC.

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

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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

Note 4 which includes accrued interest payable – related parties.

Notes 5 and 10 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 9 regarding expected share exchange agreement with NextNRG Holding Corp.

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

2023, the Company entered into a consulting agreement with an affiliate of a board member to provide services as an outsourced chief

revenue officer.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

The Company will pay $ 5,000 per month and cover other certain expenses.

The initial term of the agreement is for one

All amounts have been paid.

Party Agreement with Company owned by Avishai Vaknin

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

Telx Computers Inc.

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

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

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

Pursuant to the Services Agreement, the Company

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

The term of the Services Agreement is for twelve months from

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

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

At September 30, 2023, 130,000 shares

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

See Note 10 regarding share exchange agreement with

Next Charging, LLC.

2023, the Company entered into a services agreement with an affiliate of the Company’s Chief Technology Officer.

Services include

overseeing all matters relating to the Company’s technology.

The Company will pay $ 10,000 USD per month and cover other pre-approved

The initial term of the agreement is for one year.

All amounts have been paid.

connection with this agreement, the Company issued 325,000 shares of common stock.

At March 31, 2024 and December 31, 2023, 260,000 and

260,000 shares have vested, respectively.

The remaining 65,000 shares will vest in April 2024 ( 32,500 shares) and April 2025 ( 32,500

shares), respectively.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards

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

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

ASU 2022-02 was effective

for the Company January 1, 2023.

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

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

guidance was adopted on January 1, 2023.

1 unchanged sentence

financial statements.

HOLDING, INC.

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.

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

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of Property and Equipment

Estimated Useful

September 30, 2023

December 31, 2022

Lives (Years)

Leasehold improvements

March 31, 2024

Office furniture

Leasehold improvements

Office equipment

Vehicle construction in process

Property Plant And Equipment Gross

and equipment, gross

Accumulated depreciation

2 unchanged sentences

Total property and equipment - net

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

Company licensed certain proprietary technology.

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

to the Licensor upon signing.

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

related to the licensed technology.

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

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

In addition, the Company has granted

stock options for 66,432 shares at an exercise price of $ 30.08 per share that will become exercisable for three years after the end of

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

The Company has the option for four years after

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

common shares.

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

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

Under the Technology Agreement, the Company licensed proprietary technology

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

Fuel Butler has delivered

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

securities to Fuel Butler.

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

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

to be in force.

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

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

The Company has sent a proposal to Fuel

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Additionally,

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

the year ended December 31, 2022.

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

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

As a consequence, management forecasts were revised, and

additional risk factors were applied.

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

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

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

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

Months Ended March 31, 2024

and amortization expense for the three months ended March 31, 2024 and 2023 was $ 276,522 and $ 273,087 , respectively.

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

ended December 31, 2023

Company recorded an impairment loss of $ 105,506 related to items classified as construction in process that were deemed unusable.

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4 – Accounts Payable and Accrued Liabilities

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

payable and accrued liabilities were as follows at March 31, 2024 and December 31, 2023, respectively:

of Accounts Payable and Accrued Liabilities

September 30, 2023

March 31, 2024

December 31, 2023

Accounts payable

Accrued payroll

Accrued interest

Accrued interest payable - related parties

Accounts payable and accrued liabilities

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

(including those owed on vehicles), and line of credit, including key terms, and outstanding balances at September 30, 2023 and December

(including those owed on vehicles), and line of credit, including key terms, and outstanding balances at March 31, 2024 and December

31, 2023, respectively.

Payable – Related Parties

of Notes Payable and Related Parties and Redeemable Common Stock

Notes #4 - #9

Related Party

Issuance date of note

September 2023

July 2023 - September 2023

Maturity date - initial

September 2023 - November 2023

Maturity date - as amended

See discussion below

Interest rate #1

5 % - first month

8 % - first nine months

Interest rate #2

13 % - beginning second month

18 % - beginning tenth month

following is a summary of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023:

of Notes Payable

Balance - December 31, 2022

Original issue discount

Debt discount/issue costs

( 1,608,900 )

Amortization of debt discount

Balance - September 30, 2023

#1 and related Loss on Debt Extinguishment

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

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

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

consolidated statements of operations.

Amortization of debt discount/issue costs

Balance - December 31, 2023

Debt discount/issue costs - original issue discount

Debt discount/issue costs - stock issuances

Amortization of debt discount/issue costs

Balance - March 31, 2024

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following is a detail of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023:

of Detailed Company’s Notes Payable

Payable - Related Parties

unamortized debt discount

A See discussion below regarding

global amendment for Notes #1, #2 and #3.

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

ownership blocker.

shares of common stock ( 190,722 ) were issued with the underlying original issue discount

notes and treated as additional debt discount.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Ended December 31, 2023

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

Extinguishment

2023, the 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 $ 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.

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

3 unchanged sentences

The Company recorded this amount as a

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

September 30, 2023, these 150,000 shares are considered contingently returnable shares and therefore, in accordance with ASC 260-10-45-12C

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

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

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

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

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

In connection with extending the due

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

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

Total debt 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

4 unchanged sentences

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

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

the year ended December 31, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

of Loss on Debt Extinguishment

1 unchanged sentence

Fair value of debt subject to modification

Loss on debt extinguishment

Loss 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).

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

HOLDING, INC.

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).

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Additionally, the note contains an anti-dilution

right in the form of a ratchet feature.

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

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

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

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

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

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

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

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 may 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.

March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the

See May 9, 2024 loan date extension below.

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

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

$ 250,000 ) to the Company.

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2023, the 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 .

4 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

days or a floor price of $ 0.20 .

The note was not formally extended on its maturity date, however, the lender has not given notice on default.

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 may 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 (Note #1), all of the

notes with this lender will be considered in default.

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

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

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.

March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the

See May 9, 2024 loan date extension below.

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

#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 .

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 .

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 may 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.

March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the

See May 9, 2024 loan date extension below.

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

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 was 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

Company determined the fair value of these shares was $ 270,000 ($ 1.50 /share), based upon the quoted closing trading price, and recorded

additional interest expense during the three months ended March 31, 2024.

March 31, 2024 and December 31, 2023, the Company reflected 440,000 and 260,000 shares, respectively as common stock issuable.

of Notes #1, #2 and #3

May 9, 2024, with respect to Notes #1, #2 and #3 discussed above, as a result of extending the note maturity dates as amended to July

17, 2024, the Company was required to issue 165,000 shares of common stock.

Company determined the fair value of these shares was $ 407,550 ($ 2.47 /share), based upon the quoted closing trading price, and will record

additional interest during the quarter ended June 30, 2024.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

#4 - #25 - Notes Payable – Related Party - Material Stockholder greater than 20%

Payable – Related Party

Months Ended March 31, 2024

the three months ended March 31, 2024, 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 .

connection with obtaining these notes, the Company was required to issue 190,722 shares of common stock to the lender having a fair value

of $ 345,893 , based upon the quoted closing trading price ($ 1.68 - $ 1.93 /share).

total, the Company recorded debt discounts/issuance costs of $ 470,893 which is being amortized over the life of these notes to interest

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

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

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

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

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.

3 unchanged sentences

outstanding principal and accrued interest are immediately due.

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

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

days ending on the date of conversion.

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

evaluate the potential for recording derivative liabilities.

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

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

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

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.

March 31, 2024, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions of

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

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Ended December 31, 2023

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 was not in default on any of these notes and believed it was 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

Ended December 31, 2023

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Payable (non-vehicles)

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

of Notes Payable Non - Vehicles

Issuance date of note

Maturity date

December 2024

Interest rate

following is a summary of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively:

of Notes Payable

Balance - December 31, 2022

Face amount of note

Debt discount /issuance costs

Debt discount

Amortization of debt discount

Balance - September 30, 2023

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

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

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

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

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

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

The Company received net proceeds

of $ 250,000 .

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Payable - Vehicles

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

of Notes Payable Vehicles

Balance - December 31, 2023

Amortization of debt discount

Balance - March 31, 2024

April 2023, the 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 ).

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 .

April 2024, the Company executed a note payable with a face amount of $ 277,500 .

Under the terms of the agreement, the lender will withhold

8.1 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has

repaid the $ 277,500 (interest is $ 27,500 ).

The $ 27,500 is considered a debt issuance cost and will be amortized over the life of the

note to interest expense.

note represented the refinancing of the initial note from April 2023.

Under the terms of the new agreement, the Company received net

proceeds of $ 192,131 , which is a result of the repayment of the outstanding balance of $ 57,869 on the date of refinancing (gross amount

of note exclusive of interest was $ 250,000 ).

the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance will be expensed.

following is a detail of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively:

of Detailed Company’s Notes Payable

Maturity Date

Interest Rate

September 30, 2023

Interest Rate

March 31, 2024

December 31, 2023

4.9 % - 7.44 %

0.9 % - 9.05 %

current portion

Company executed various vehicle notes with third parties as follows:

of Notes Payable with Third Parties

April 16, 2023

December 12, 2024

unamortized debt discount

* approximately 10 %

Payable - Vehicles

following is a summary of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively:

of Notes Payable

Balance - December 31, 2022

Acquisition of vehicles in exchange for notes payable

Balance - December 31, 2023

Balance - September 30, 2023

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

Balance - March 31, 2024

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following is a detail of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively:

of Detailed Company’s Notes Payable

Notes Payable - Vehicles

Maturity Date

Interest Rate

March 31, 2024

December 31, 2023

January 15, 2021

November 15, 2025

April 9, 2019

February 17, 2024

December 15, 2021

December 18, 2024

December 16, 2021

December 18, 2024

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

August 4, 2022

August 18, 2025

August 4, 2022

August 18, 2025

November 1, 2021

November 11, 2025

November 1, 2021

November 11, 2025

November 1, 2021

November 11, 2025

April 27, 2022

current portion

Long term portion

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following represents the maturities of the Company’s various debt arrangements as noted above for each of the five (5) succeeding

years and thereafter as follows:

of Maturities of Long Term Debt

3 unchanged sentences

2024 (9 Months)

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

(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 $ 1,000,000 and $ 3,000,000 at September 30, 2023 and December 31, 2022, respectively.

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

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

Ended December 31, 2023

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.

line of credit had an outstanding balance of $ 1,000,000 at December 31, 2022 and was repaid in 2023 for $ 1,008,813 (principal of $ 1,000,000

plus accrued interest of $ 8,813 ).

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

in the Company’s investment portfolio with the Bank.

The Company liquidated its entire position in the investment portfolio during

the second quarter of 2023.

The amount outstanding under the Line of Credit shall bear interest equal to the Reference Rate plus the

Spread (as defined in the Line of Credit) in effect each day.

Interest is due and payable monthly in arrears.

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

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

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

line of credit.

The Company liquidated its entire position in the investment portfolio in

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

6 – Fair Value of Financial Instruments

2 unchanged sentences

This determination requires significant judgments to be made.

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

As noted above, all

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

HOLDING, INC.

Company did not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, respectively.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7 – Commitments and Contingencies

36 unchanged sentences

in determining the present value of lease payments.

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

7 unchanged sentences

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

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

March 31, 2024 and December 31, 2023, 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.

1 unchanged sentence

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

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

accounting standard.

HOLDING, INC.

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

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December

31, 2023, respectively:

of Operating Lease assets and liabilities

September 30, 2023

March 31, 2024

December 31, 2023

5 unchanged sentences

of Components of Lease Expense

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

Operating lease costs

5 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease liability

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

Long-term 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 Officer.

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.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December

31, 2023, respectively:

of Operating Lease assets and liabilities

March 31, 2024

December 31, 2023

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

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

March 31, 2024

March 31, 2023

Operating lease costs

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)

Right-of-use asset obtained in exchange for new operating lease liability

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Future Minimum Payments Under Non-Cancellable Leases

2024 (9 Months)

Total undiscounted cash flows

amount representing interest

Present value of operating lease liability

current portion of operating lease liability

Long-term operating lease liability

Ended December 31, 2023

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

2 unchanged sentences

The stock portion of the compensation contains vesting provisions and are

recorded as earned.

expensed as earned.

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

2 unchanged sentences

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

1 unchanged sentence

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

nine months ended September 30, 2023.

year ended December 31, 2023.

HOLDINGS, INC.

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TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

All shares will vest in June 2024 at the

Company’s annual meeting.

of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers

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 .

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 coinciding with 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).

HOLDINGS, INC.

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TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Months Ended March 31, 2024

connection with the employment agreements noted above, the Company recorded stock based compensation of $ 147,334 .

Contingencies

5 unchanged sentences

for potential insurance or third-party recoveries.

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

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

8 – Stockholders’ Equity

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

of March 31, 2024 and December 31, 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions

that would require accrual or disclosure.

8 – Stockholders’ Equity (Deficit)

March 31, 2024 and December 31, 2023, respectively, the Company had two (2) classes of stock:

shares authorized

2 unchanged sentences

senior to any other class of preferred stock

- Liquidation

preference – none

of redemption – none

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

shares authorized

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

and 4,516,531 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

value - $ 0.0001

at 1 vote per share

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and Incentive Plans

1 unchanged sentence

Stock Incentive Plans.

Transactions for the Nine Months Ended September 30, 2023

All issuances under these Plans has been noted below for the three months ended March 31, 2024 and the year ended

December 31, 2023, respectively.

Transactions for the Three Months Ended March 31, 2024

Issued for Debt Issuance Costs – Related Party

Company issued 190,722 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value

of $ 345,893 ($ 1.68 - $ 1.93 /share), based upon the quoted closing trading price.

lender holds an approximate 20 % ownership of the Company.

Transactions for the Year Ended December 31, 2023

Issued for Cash

9 unchanged sentences

Issued for Services

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

upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party

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

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 (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

($ 2.07 - $ 2.71 /share), based upon the quoted closing trading price.

The lender holds a greater than 5 % controlling interest

in the Company.

HOLDING, INC.

HOLDINGS, INC.

AND SUBSIDIARY

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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.

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.

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

lender holds a greater than 5 % controlling interest in the Company and a significant lender.

Stock and Related Vesting

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

presented below:

summary of the Company’s nonvested shares (due to service based restrictions) as of March 31, 2024 and December 31, 2023, is presented

Schedule of Company Nonvested Shares

Weighted Average

Non-Vested Shares

Number of Shares

Weighted Average Grant Date Fair Value

Balance - December 31, 2022

2 unchanged sentences

Cancelled/forfeited

Balance - September 30, 2023

Balance - March 31, 2024

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

1 unchanged sentence

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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

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

weighted-average period of 0.19 years

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

March 31, 2024, unrecognized stock compensation expense related to restricted stock was $ 176,800 , which will be recognized over a weighted-average

period of 1.29 years

the three months ended March 31, 2024 and 2023, the Company recognized compensation expense of $ 147,334 and $ 192,061 , related to the

vesting of these shares.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

option transactions for the year ended December 31, 2023 is summarized as follows:

of Stock Option Activity

Stock Options

Exercise Price

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Weighted Average Grant Date Fair Value

Outstanding - December 31, 2022

5 unchanged sentences

Unvested and non-exercisable - December 31, 2023

Cancelled/Forfeited

Outstanding - September 30, 2023

Vested and Exercisable - September 30, 2023

Unvested and non-exercisable - September 30, 2023

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

Months Ended September 30, 2023

Ended December 31, 2023

Company granted 254,824 stock options, having a fair value of $ 73,920 .

2 unchanged sentences

vested on the grant date.

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

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

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

the third quarter of 2023.

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.

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

Schedule of Fair Value Assumptions

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

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

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

Ended December 31, 2022

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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

fair value of the stock options granted in 2022

were determined using the Black-Scholes Option pricing model with the following assumptions:

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

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

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

These amounts also included a reduction related

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

previously recognized expense.

These amounts were insignificant.

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

HOLDING, INC.

free interest rate

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

activity for the three months ended March 31, 2024 and the year ended December 31, 2023 are summarized as follows:

of Stock Warrant Activity

Number of Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding - December 31, 2022

4 unchanged sentences

Vested and Exercisable - December 31, 2023

Unvested - December 31, 2022

Unvested and non-exercisable - December 31, 2023

Cancelled/Forfeited

Outstanding - September 30, 2023

Vested and Exercisable - September 30, 2023

Unvested and non-exercisable - September 30, 2023

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.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Schedule of Purchase Price Allocation at Fair Value

Consideration paid

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired

Customer list

Loading rach license

Other identifiable intangibles

Total 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 September 30, 2023, the vehicles

acquired are still in service.

Outstanding - March 31, 2024

Vested and Exercisable - March 31, 2024

Unvested and non-exercisable - March 31, 2024

9 – Material Definitive Agreement as Amended and Reverse Acquisition

into Material Definitive Agreement Related Party – as Amended and Restated

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

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

pursuant to which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging (the “Membership

Interests”) in exchange for up to 100,000,000 shares of common stock.

HOLDING, INC.

August 10, 2023, the Company, the members (the “Members”) of NextNRG Holding Corp.

(“NextNRG”) 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 NextNRG (the “Membership Interests”)

in exchange for up to 100,000,000 shares of common stock.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

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.

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

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

is a renewable energy company formed by Michael D.

NextNRG 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.

Farkas is the managing member and CEO of NextNRG.

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

3 unchanged sentences

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

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

See Form 8-K filed on November

2, 2023 for additional information.

March 1, 2024, Next Charging LLC reincorporated in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp.

of March 31, 2024 and the date of these financial statements, the agreement has not yet closed.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10 – Subsequent Events

Payable Related Party – Material Stockholder greater than 20%

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

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

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

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

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

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

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

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

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

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

days or a floor price of $ 0.20 .

note is subject to cross-default.

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

this lender will be considered in default.

HOLDING, INC.

to March 31, 2024, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 495,000 , less original

issue discounts of $ 45,000 , resulting in net proceeds of $ 450,000 .

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.

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.

Note 5 for all other related note issuances with his lender.

HOLDINGS, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

Payable Related Party – Material Stockholder greater than 20%

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

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

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

The note will automatically

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

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

principal and accrued interest will be due.

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

The lender will have the

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

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

– 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.

See Form 8-K filed

on February 23, 2024.

Company had requested an appeal for the Staff’s determination.

A hearing occurred on May 2, 2024.

At the hearing, the Company presented

its plan for regaining compliance with the Equity Rule and may request a further extension to complete the execution of its plan.

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.

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

What changed 10-Q

Item 1. Financial Statements