What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-14 compared with 2024-05-14 · 427 added, 288 removed, 1318 unchanged (35% of the section changed)

8 unchanged sentences

and Subsidiary

Consolidated Balance Sheets

March 31, 2024

Balance Sheets

June 30, 2024

December 31, 2023

1 unchanged sentence

Accounts receivable - net

Due from related party

Prepaids and other

26 unchanged sentences

Preferred stock - $ 0.0001 par value;

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

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

Common stock - $ 0.0001 par value, 500,000,000 shares authorized 2,151,902 and 1,806,612 shares issued and outstanding, respectively

Common stock issuable ( 242,000 and 104,000 shares, respectively)

Additional paid-in capital

9 unchanged sentences

and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31,

Consolidated Statements

of Operations and Comprehensive Loss

the Three Months Ended June 30,

the Six Months Ended June 30,

Costs and expenses

6 unchanged sentences

( 2,162,264 )

( 2,823,043 )

( 4,469,446 )

Other income (expense)

1 unchanged sentence

Interest expense

Total other income (expense) - net

( 1,902,409 )

( 2,561,562 )

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

other income (expense) - net

( 1,841,959 )

( 2,437,312 )

$ ( 3,361,233 )

$ ( 2,468,811 )

$ ( 5,260,355 )

$ ( 4,817,582 )

per share - basic and diluted

Weighted average number

of shares - basic and diluted

Comprehensive loss:

1 unchanged sentence

$ ( 2,468,811 )

Change in fair value of debt securities

Total comprehensive loss:

$ ( 5,260,355 )

$ ( 4,817,582 )

Change in fair value

of debt securities

comprehensive loss:

$ ( 3,361,233 )

$ ( 2,468,811 )

$ ( 5,260,355 )

$ ( 4,817,582 )

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

1 unchanged sentence

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2024

Consolidated Statements

of Changes in Stockholders’ Deficit

For the Three and Six Months Ended June 30, 2024

Preferred Stock

13 unchanged sentences

( 3,312,101 )

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

Holdings, Inc.

Stock based compensation - related parties

Stock issued as debt issue costs - related party

Stock issued in connection with loan interest expense – related party

( 3,361,233 )

June 30, 2024

$ ( 50,577,405 ) -

$ ( 4,833,450 )

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

EzFill Holdings, Inc.

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2023

Consolidated Statements of Changes in Stockholders’

For the Three and Six Months Ended June 30, 2023

Preferred Stock

4 unchanged sentences

$ ( 34,845,161 )

Stock based compensation - related parties

8 unchanged sentences

( 37,193,932 )

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

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 )

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

Holdings, Inc.

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities

8 unchanged sentences

Bad debt expense

Stock issued in connection with loan interest expense – related party

Stock issued for services

Stock issued for services - related parties

13 unchanged sentences

Proceeds from sale of marketable debt securities

Purchase of fixed assets

Advances - related party

Purchase of fixed assets - net of refunds on prior purchases

Net cash used provided by (used in) investing activities

Financing activities

Proceeds from notes payable

Proceeds from notes payable - related party

2 unchanged sentences

Repayments on notes payable

Net cash provided by (used in) financing activities

Repayments on loan payable - related party

Net cash provided by financing activities

Net decrease in cash

( 1,562,212 )

Cash - beginning of period

4 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

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

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

HOLDINGS, INC.

Debt discount (OID) in connection with the issuance of notes payable - related

Adjust note balance for actual borrowings

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

HOLDING, INC.

AND SUBSIDIARY

2 unchanged sentences

and Nature of Operations

Holdings, Inc.

Holding, Inc.

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

10 unchanged sentences

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 March 31, 2024 and the

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

The results of operations for the six months ended June 30, 2024 are

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

4 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and Going Concern

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

reflected in the accompanying consolidated financial statements, for the six months ended June 30, 2024, the Company had:

loss of $ 5,260,355 ;

Net cash used in operations was $ 2,095,470

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

at March 31, 2024, the Company had:

at June 30, 2024, the Company had:

Accumulated deficit of $ 50,577,405

Stockholders’ deficit of $ 4,833,450 ;

Working capital deficit of $ 6,343,174

capital deficit of $ 7,548,867

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

14 unchanged sentences

The Company had cash on hand

of $ 48,613 at March 31, 2024.

of $ 306,811 at June 30, 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 March 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ended June 30, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

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

3 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

strategic plans include the following:

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

Obtain additional debt and/or equity based financing,

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.

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

2 - Summary of Significant Accounting Policies

14 unchanged sentences

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

12 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

18 unchanged sentences

of operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segments and Concentrations

6 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of Estimates and Assumptions

7 unchanged sentences

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,

estimates during the six months ended June 30, 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

12 unchanged sentences

results on a consistent basis.

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

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

At June 30, 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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

March 31, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

June 30, 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 .

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

June 30, 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.

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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the six months ended June 30, 2024 and 2023, the Company received proceeds of $ 0 and $ 2,130,116 , 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 $ 34,556 for the six months ended June 30, 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 March 31, 2024 and December 31, 2023:

of Accounts Receivable

March 31, 2024

following is a summary of the Company’s accounts receivable at June 30, 2024 and December 31, 2023:

Schedule of Accounts Receivable

June 30, 2024

December 31, 2023

2 unchanged sentences

Accounts receivable - net

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.

was bad debt expense of $ 0 and $ 79,357 for the three months ended June 30, 2024 and 2023, respectively.

was bad debt expense of $ 0 and $ 82,478 for the six months ended June 30, 2024 and 2023, respectively.

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

of operations.

HOLDING, INC.

AND SUBSIDIARY

4 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 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.

were no provisions for inventory obsolescence for the three and six months ended June 30, 2024 and 2023, respectively.

June 30, 2024 and December 31, 2023, the Company had inventory of $ 103,490 and $ 134,057 , respectively.

Concentrations

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

of Concentration of Risk

Three Months Ended March 31,

Schedule of Concentration of Risk

Six Months Ended June 30,

Year Ended December 31, 2023

HOLDINGS, INC.

Six Months Ended June 30,

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

of Long-lived Assets including Internal Use Capitalized Software Costs

11 unchanged sentences

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 months ended March 31, 2024 and 2023, respectively.

were no impairment losses for the three and six months ended June 30, 2024 and 2023, respectively.

note 3 for discussion of impairments of long lived assets.

6 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.

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

were no impairment losses for the three and six months ended June 30, 2024 and 2023, respectively.

note 3 for discussion of impairments of long lived assets.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

14 unchanged sentences

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

March 31, 2024 and December 31, 2023, respectively, the Company had no derivative liabilities.

June 30, 2024 and December 31, 2023, respectively, the Company had no derivative liabilities.

Issue Discounts and Other Debt Discounts

3 unchanged sentences

Statements of Operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

4 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

22 unchanged sentences

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.

5 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED 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

21 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

17 unchanged sentences

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.

7 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Liabilities (Deferred Revenue)

3 unchanged sentences

deposit is relieved and revenue is recognized.

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

Three Months Ended March 31,

June 30, 2024 and December 31, 2023, the Company had deferred revenue of $ 0 ,

respectively.

following represents the Company’s disaggregation of revenues for the six months ended June 30, 2024 and 2023:

Schedule of Disaggregation of Revenue

Six Months Ended June 30,

% of Revenues

1 unchanged sentence

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

will be sustained upon examination by the tax authorities.

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 and December 31, 2023, respectively, the Company had no uncertain tax positions that qualify for either recognition or

disclosure in the financial statements.

1 unchanged sentence

No interest and penalties related

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

to uncertain income tax positions were recorded for the six months ended June 30, 2024 and 2023, respectively.

of Deferred Tax Assets

11 unchanged sentences

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

12 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 .

2 unchanged sentences

statements of operations.

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

Company recognized $ 33,661 and $ 21,737 in marketing and advertising costs during the three months ended June 30, 2024 and 2023, respectively.

Company recognized $ 58,167 and $ 80,377 in marketing and advertising costs during the six months ended June 30, 2024 and 2023, respectively.

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

7 unchanged sentences

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

8 unchanged sentences

Expected life of option

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

17 unchanged sentences

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.

7 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

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

March 31, 2024

March 31, 2023

following potentially dilutive equity securities outstanding as of June 30, 2024 and 2023 were as follows:

Schedule of Dilutive Equity Securities Outstanding

June 30, 2024

June 30, 2023

Stock options (vested)

Warrants (vested)

1 unchanged sentence

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

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

on the potential common stock equivalents noted above at June 30, 2024, the Company has sufficient authorized shares of common stock

( 500,000,000 ) to settle any potential exercises of common stock equivalents.

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

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

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

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

As a result, all share and per share amounts have

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

July 25, 2024, the Company’s Board of Directors authorized a 1:2.5 reverse stock split .

As a result, all share and per share amounts

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

HOLDINGS, INC.

AND SUBSIDIARY

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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 which includes accrued interest payable – related parties.

17 unchanged sentences

connection with this agreement, the Company issued 130,000 shares of common stock.

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

At June 30, 2024 and December 31, 2023, 104,000 and

104,000 shares have vested, respectively.

1 unchanged sentence

shares), respectively.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

From Related Party

the six months ended June 30, 2024, the Company advanced $ 17,150 to an entity controlled by Michael Farkas (a material debt lender),

and an approximate 27 % stockholder in the Company.

The advance related to fees incurred by that entity for professional services .

Accounting Standards

6 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

30 unchanged sentences

or cash flows.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

2 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

March 31, 2024

Schedule of Property and Equipment

Estimated Useful

June 30, 2024

December 31, 2023

Lives (Years)

Office furniture

6 unchanged sentences

Total property and equipment - net

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.

Months Ended June, 2024

and amortization expense for the three months ended June 30, 2024 and 2023 was $ 264,368 and $ 277,608 , respectively.

and amortization expense for the six months ended June 30, 2024 and 2023 was $ 540,891 and $ 550,695 , respectively.

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

3 unchanged sentences

to true up the amounts to their actual balances.

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

1 unchanged sentence

4 – Accounts Payable and Accrued Liabilities

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

of Accounts Payable and Accrued Liabilities

March 31, 2024

payable and accrued liabilities were as follows at June 30, 2024 and December 31, respectively:

Schedule of Accounts Payable and Accrued Liabilities

June 30, 2024

December 31, 2023

3 unchanged sentences

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 March 31, 2024 and December

(including those owed on vehicles), and line of credit, including key terms, and outstanding balances at June 30, 2024 and December 31,

2023, respectively.

Payable – Related Parties

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

following is a summary of the Company’s notes payable – related parties at June 30, 2024 and December 31, 2023:

of Notes Payable

Balance - December 31, 2022

Face amount of note

Debt discount/issue costs

4 unchanged sentences

Debt discount/issue costs - stock issuances

( 1,404,227 )

Amortization of debt discount/issue costs

Balance - March 31, 2024

HOLDINGS, INC.

Balance - June 30, 2024

HOLDING, 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:

following is a detail of the Company’s notes payable – related parties at June 30, 2024 and December 31, 2023:

of Detailed Company’s Notes Payable

Payable - Related Parties

Notes Payable - Related Parties

Maturity Date

Shares Issued with Debt

Interest Rate

Default Interest Rate

June 30, 2024

December 31, 2023

April 19, 2023

July 17, 2024

September 22, 2023

July 17, 2024

October 13, 2023

July 17, 2024

August 31, 2024

August 2, 2023

August 31, 2024

August 23, 2023

August 31, 2024

August 30, 2023

August 31, 2024

September 6, 2023

August 31, 2024

September 13, 2023

August 31, 2024

November 3, 2023

August 31, 2024

November 21, 2023

August 31, 2024

December 4, 2023

August 31, 2024

December 13, 2023

August 31, 2024

December 18, 2023

August 31, 2024

December 20, 2023

August 31, 2024

December 27, 2023

August 31, 2024

January 5, 2024

August 31, 2024

January 16, 2024

August 31, 2024

January 25, 2024

August 31, 2024

February 7, 2024

August 31, 2024

February 20, 2024

August 31, 2024

February 28, 2024

August 31, 2024

March 8, 2024

August 31, 2024

March 15, 2024

August 31, 2024

March 26, 2024

August 31, 2024

April 2, 2024

August 31, 2024

April 8, 2024

August 31, 2024

April 22, 2024

August 31, 2024

June 10, 2024

August 31, 2024

June 28, 2024

August 31, 2024

unamortized debt discount

A See discussion below regarding

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

See discussion below regarding global amendment for Notes #1,

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

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

#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

5 unchanged sentences

(commitment fee).

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

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

The Company recorded this amount as a

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

Under the terms of the agreement, only 40,000 shares of common stock were required to be issued on the commitment date

resulting in a fair value of $ 256,000 ($ 6.40 /share), based upon the quoted closing price.

The Company recorded this amount as a debt

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

Total debt discounts recorded aggregated $ 546,000 .

8 unchanged sentences

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

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Loss on Debt Extinguishment

Schedule of Loss on Debt Extinguishment

Fair value of debt and common stock on extinguishment date *

2 unchanged sentences

* 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).

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

issuance of the 60,000 commitment

shares at $ 291,000 ,

based upon the quoted closing trading price on the date of modification ($ 4.85 /share).

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender

11 unchanged sentences

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

June 30, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

See May 9, 2024 loan date extension below.

6 unchanged sentences

based upon the quoted closing trading price ($ 6.78 /share).

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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

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

12 unchanged sentences

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

June 30, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

7 unchanged sentences

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.

16 unchanged sentences

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

June 30, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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,

2 unchanged sentences

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 ($ 3.75 /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.

additional interest expense during the six months ended June 30, 2024.

June 30, 2024 and December 31, 2023, the Company reflected 330,000 and 104,000 shares, respectively as common stock issuable.

of Notes #1, #2 and #3

1 unchanged sentence

17, 2024, the Company was required to issue 66,000 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

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.

Company determined the fair value of these shares was $ 407,550 ($ 6.18 /share), based upon the quoted closing trading price, and recorded

additional interest expense during the six months ended June 30, 2024.

#4 - #34 - 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 .

Months Ended June 30, 2024

Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,805,000 , less original issue discounts of $ 255,000 ,

resulting in net proceeds of $ 2,550,000 .

connection with obtaining these notes, the Company was required to issue 256,578 shares of common stock to the lender having a fair value

of $ 1,404,227 , based upon the quoted closing trading price ($ 3.75 - $ 7.10 /share).

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

total, the Company recorded debt discounts/issuance costs totaling $ 1,659,227 , which is being amortized over the life of these notes

to interest expense.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

12 unchanged sentences

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

June 30, 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 27 % stockholder in the Company.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Ended December 31, 2023

10 unchanged sentences

outstanding principal and accrued interest are immediately due.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

12 unchanged sentences

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 March 31, 2024 and December 31, 2023, respectively:

following is a summary of the Company’s note payable (non-vehicles) at June 30, 2024 and December 31, 2023, respectively:

of Notes Payable

4 unchanged sentences

Balance - December 31, 2023

Face amount of note

Debt discount

Amortization of debt discount

Balance - March 31, 2024

Balance - June 30, 2024

April 2023, the Company executed a note payable with a face amount of $ 275,250 .

1 unchanged sentence

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.

repaid the $ 275,250 (interest is $ 25,250 ).

The $ 25,250 is considered a debt issuance cost and is being amortized over the life of the

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

The Company received net proceeds of $ 250,000 .

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

8 unchanged sentences

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:

the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance (loan #1) will be expensed.

following is a detail of the Company’s note payable (non-vehicles) at June 30, 2024 and December 31, 2023, respectively:

of Detailed Company’s Notes Payable

Maturity Date

Interest Rate

March 31, 2024

June 30, 2024

December 31, 2023

1 unchanged sentence

December 12, 2024

April 24, 2024

October 21, 2025

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:

following is a summary of the Company’s notes payable for its vehicles at June 30, 2024 and December 31, 2023, respectively:

of Notes Payable

1 unchanged sentence

Balance - December 31, 2023

Balance - March 31, 2024

HOLDINGS, INC.

Balance - June 30, 2024

HOLDING, 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:

following is a detail of the Company’s notes payable for its vehicles at June 30, 2024 and December 31, 2023, respectively:

of Detailed Company’s Notes Payable

2 unchanged sentences

Interest Rate

March 31, 2024

Default Interest Rate

June 30, 2024

December 31, 2023

53 unchanged sentences

Long term portion

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

20 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 March 31, 2024 and December 31, 2023, respectively.

HOLDINGS, INC.

Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, respectively.

HOLDING, INC.

AND SUBSIDIARY

38 unchanged sentences

in determining the present value of lease payments.

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

9 unchanged sentences

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

March 31, 2024 and December 31, 2023, respectively, the Company had no financing leases as defined in ASC 842, “Leases.”

June 30, 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.

2 unchanged sentences

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

HOLDINGS, INC.

HOLDING, 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

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2024 and December 31,

2023, respectively:

of Operating Lease Assets and Liabilities

March 31, 2024

June 30, 2024

December 31, 2023

3 unchanged sentences

Weighted-average discount rate

components of lease expense were as follows:

The components of lease expense were as follows:

of Components of Lease Expense

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

Operating lease costs

5 unchanged sentences

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

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

14 unchanged sentences

asset addition.

HOLDINGS, INC.

HOLDING, 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

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2024 and December 31,

2023, respectively:

of Operating Lease Assets and Liabilities

March 31, 2024

June 30, 2024

December 31, 2023

3 unchanged sentences

Weighted-average discount rate

components of lease expense were as follows:

The components of lease expense were as follows:

of Components of Lease Expense

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

Operating lease costs

5 unchanged sentences

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

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

14 unchanged sentences

expensed as earned.

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

more information on these agreements see related Form 8Ks filed on:

10, 2023 (Non-Independent Director),

6 unchanged sentences

year ended December 31, 2023.

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

22 unchanged sentences

(through June 2023 prior to termination, these awards had been fully vested).

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Months Ended March 31, 2024

Months Ended June 30, 2024

connection with the employment agreements noted above, the Company recorded stock based compensation of $ 251,334 .

6 unchanged sentences

for potential insurance or third-party recoveries.

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

of June 30, 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:

8 – Stockholders’ Deficit

June 30, 2024 and December 31, 2023, respectively, the Company had two (2) classes of stock:

shares authorized

5 unchanged sentences

of redemption - none

Stock and Common Stock Issuable

- 500,000,000

shares authorized

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

and 1,806,612 shares issued and outstanding at June

30, 2024 and December 31, 2023, respectively

value - $ 0.0001

at 1 vote per share

HOLDINGS, INC.

HOLDING, INC.

AND SUBSIDIARY

3 unchanged sentences

Stock Incentive Plans.

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

All issuances under these Plans has been noted below for the six months ended June 30, 2024 and the year ended

December 31, 2023, respectively.

Transactions for the Three Months Ended March 31, 2024

Transactions for the Six Months Ended June 30, 2024

Issued for Debt Issuance Costs – Related Party

1 unchanged sentence

of $ 1,404,227 ($ 3.75 - $ 7.10 /share), based upon the quoted closing trading price.

lender holds an approximate 20 % ownership of the Company.

lender (an entity controlled by the Company’s Chief Executive Officer) holds an approximate 27 % ownership of the Company.

of Employee Shares

Company issued 88,336 shares of common stock ($ 9 ) in connection with the vesting of shares previously granted in 2023.

The effect of

issuing these shares had no net effect of stockholder’s deficit as the share issuance was reflected at par value.

Total share based

payments were $ 251,334 .

Transactions for the Year Ended December 31, 2023

9 unchanged sentences

was pursuant to vesting.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Issued for Services

4 unchanged sentences

($ 5.18 - $ 6.78 /share), based upon the quoted closing trading price.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the total 264,000 shares issued, 104,000 shares remain unissued (common stock issuable) since the issuance of these shares would give

2 unchanged sentences

Stock and Related Vesting

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

summary of the Company’s nonvested shares (due to service based restrictions) as of June 30, 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 - March 31, 2024

Balance - June 30, 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 UNAUDITED 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.

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

June 30, 2024, unrecognized stock compensation expense related to restricted stock was $ 79,733 , which will be recognized over a weighted-average

period of 1.49 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

the three months ended June 30, 2024 and 2023, the Company recognized compensation expense of $ 104,000 and $ 28,167 , related to the vesting

of these shares.

the six months ended June 30, 2024 and 2023, the Company recognized compensation expense of $ 251,334 and $ 143,001 , related to the vesting

of these shares.

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

1 unchanged sentence

Stock Options

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

7 unchanged sentences

Company granted 101,930 stock options, having a fair value of $ 73,920 .

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

the total, 21,930 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000 .

9 unchanged sentences

Schedule of Fair Value Assumptions

free interest rate

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

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

1 unchanged sentence

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:

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

activity for the six months ended June 30, 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

Exercise Price

Outstanding - December 31, 2022

6 unchanged sentences

Cancelled/Forfeited

Outstanding - March 31, 2024

Vested and Exercisable - March 31, 2024

Unvested and non-exercisable - March 31, 2024

Outstanding - June 30, 2024

Vested and Exercisable - June 30, 2024

Unvested and non-exercisable - June 30, 2024

9 – Material Definitive Agreement as Amended and Reverse Acquisition

5 unchanged sentences

in exchange for up to 40,000,000 shares of common stock.

HOLDINGS, INC.

AND SUBSIDIARY

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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

16 unchanged sentences

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

of June 30, 2024 and the date of these financial statements, the agreement has not yet closed.

10 – Subsequent Events

Payable Related Party – Material Stockholder greater than 20%

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 .

to June 30, 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.

2 unchanged sentences

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.

HOLDING, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

connection with obtaining these notes, the Company also issued 62,400 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.

10 unchanged sentences

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

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

– Continued Listing Rule or Standard

16 unchanged sentences

with the Equity Rule.

in Authorized Shares

June 14, 2024, the Company’s Board of Directors authorized an increase to its common stock from 50,000,000 shares to 500,000,000

July 25, 2024, the Company’s Board of Directors authorized a 1:2.5 reverse stock split .

As a result, all share and per share amounts

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

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