What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 669 added, 692 removed, 1568 unchanged (46% of the section changed)

1 unchanged sentence

and Subsidiaries

(f/k/a EZFill Holdings, Inc.)

EZFill Holdings, Inc.)

Balance Sheets

June 30, 2025

December 31, 2024

For the nine months ended

For the Year ended

September 30,

Current Assets

8 unchanged sentences

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

lease - right-of-use asset

Liabilities and Stockholders’ Deficit

Operating lease - right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

1 unchanged sentence

Accounts payable and accrued expenses - related parties

Accounts payable and accrued

Accounts payable and accrued expenses

Notes payable – net

1 unchanged sentence

Notes payable - net

Stock Payable – related parties

Operating lease liability

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shares designated 363,000

issued and outstanding

issued and outstanding as of September 30, 2025 and December 31, 2024

Convertible Preferred stock - Series B, $ 0.0001

shares designated 140,000

issued and outstanding

issued and outstanding as of September 30, 2025 and December 31, 2024

Preferred stock

Common stock - $ 0.0001 par value;

Common stock - $ 0.0001

par value, 500,000,000

shares authorized 128,106,020

122,051,560 shares issued and outstanding

and 106,707,827 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 67,535,701 )

Stockholders’ Deficit

Stockholders’ Equity (Deficit)

( 16,341,275 )

1 unchanged sentence

Non-controlling interest

Total Stockholders’ Deficit

Total Stockholders’ Equity (Deficit)

( 17,269,661 )

( 12,735,035 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

Total Liabilities and Stockholders’ Equity (Deficit)

and Subsidiaries

(f/k/a EzFill Holdings, Inc.)

EzFill Holdings, Inc.)

Statements of Operations

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Costs and Expenses

Cost of sales

General and administrative expenses

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Cost of sales (exclusive of depreciation shown separately below)

Gross margin (loss)

General and administrative expenses (includes approx.

million and $ 31.05 million

of stock-based compensation for the three and nine months ended September 30, 2025, respectively

Depreciation and amortization

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Interest income

Gain (loss) on settlement

Gain (loss) on settlement of liabilities

( 1,592,837 )

( 2,727,781 )

Other income (expense)

Interest expense (including amortization of debt discount)

3 unchanged sentences

( 10,672,879 )

Total other expense - net

Total other income (expense) - net

( 5,973,126 )

8 unchanged sentences

$ ( 745,412 )

Non-controlling interest before preferred stock dividends

$ ( 928,386 )

Non-controlling interest before preferred stock dividends

( 14,124,837 )

1 unchanged sentence

( 18,840,928 )

Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common

Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common

Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common stock

Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common stock

Preferred stock dividend

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Weighted average number of shares - basic and diluted

The accompanying notes are an integral part of these unaudited

consolidated financial statements.

NextNRG, Inc.

and Subsidiaries

(f/k/a EzFill

Holdings, Inc.)

Consolidated Statements of Changes in Stockholders’ Deficit

For the Six Months Ended

June 30, 2025

Preferred Stock

EzFill Holdings, Inc.)

Statements of Changes in Stockholders’ Deficit

the Nine Months Ended September 30, 2025

A - Convertible

Stock - Related Party

Non-Controlling

Stockholders’

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Stock issued as loan extension fee

Issuance of common stock for Series A convertible preferred stock dividend shares payable

Issuance of common stock for Series B convertible preferred stock dividend shares payable

Issuance of common stock for Series A dividend shares payable

Issuance of common stock for Series B dividend shares payable

Series A - convertible preferred stock dividends - payable in common stock

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Stock issued for services

Stock issued for prepaid services

Stock issued as loan extension fee

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Stock issued for conversion of notes payable

Issuance of common stock for Series A convertible preferred stock dividend shares payable

Issuance of common stock for Series B convertible preferred stock dividend shares payable

Issuance of common stock for Series A dividend shares payable

Issuance of common stock for Series B dividend shares payable

Series A - convertible preferred stock dividends - payable in common stock

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$ ( 13,827,002 )

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

NextNRG, Inc.

Stock issued for services

Stock issued as loan fees

Stock issued for conversion of notes payable

Issuance of common stock for Series A dividend shares payable

$ ( 113,438 )

Issuance of common stock for Series B dividend shares payable

Non-controlling interest

$ ( 745,412 )

$ ( 14,229,581 )

( 14,229,581 )

September 30, 2025

$ 110,819,763

$ ( 127,173,896 )

$ ( 928,386 )

$ ( 17,269,661 )

and Subsidiaries

(f/k/a EzFill

Holdings, Inc.)

Consolidated Statements of Changes in Stockholders’ Deficit

For the Six Months Ended June 30,

Series A - Convertible

EzFill Holdings, Inc.)

Statements of Changes in Stockholders’ Deficit

the Nine Months Ended September 30, 2024

Preferred Stock

Series B - Convertible

Preferred Stock -

Non-Controlling

Stockholders’

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$ ( 4,729,468 )

$ ( 48,533,969 )

$ ( 4,729,468 )

Stock based compensation - related parties

8 unchanged sentences

$ ( 8,505,969 )

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

Stock based compensation - related parties

Stock issued for cash - related party

Conversion of debt - related party - preferred stock

Conversion of debt - related party - common stock

Stock issued as debt issue costs - related party

Stock issued for services

Reverse true up adjustment

Issuance of previously issuable common stock - related party

Loss on debt extinguishment - related party

Series A and B - convertible preferred stock dividends - payable in common stock

Issuance of common stock for Series A dividend shares payable

Issuance of common stock for Series B dividend shares payable

( 10,618,576 )

September 30, 2024

$ ( 64,853,764 )

$ ( 7,683,724 )

( 64,853,764 )

( 7,683,724 )

and Subsidiaries

1 unchanged sentence

Statements of Cash Flows

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Operating activities

1 unchanged sentence

$ ( 18,840,928 )

Contributed capital

Adjustments to reconcile net loss to net cash used in operations

Contributed capital

Depreciation and amortization

Impairment of fixed assets

Amortization of operating lease - right-of-use asset

( 2,501,850 )

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

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Default penalty interest expense

(Gain) loss on settlement

Gain (loss) on settlement of sale of vehicles

4 unchanged sentences

Prepaids and other

( 2,232,728 )

Increase (decrease) in

Accounts payable and accrued expenses

( 2,165,067 )

Accounts payable and accrued expenses - related party

2 unchanged sentences

Net cash used in operating activities

( 6,336,312 )

( 8,331,359 )

Investing activities

Cash proceeds from sale of vehicles

Advances – related party

Cash proceeds from sale of trucks

Purchase of fixed assets - net of refunds on prior purchases

Net cash (used in) provided by investing activities

Net cash used provided by (used in) investing activities

Financing activities

Proceeds from issuance of Series B – convertible preferred stock – related party

Proceeds from notes payable

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Repayments on loan payable - related party

( 3,061,875 )

Net cash provided by financing activities

Net increase (decrease) in cash

Net decrease in cash

Cash - beginning of period

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

Conversion of debt - common stock

Conversion of accrued interest – related party – common stock

Relative fair value of stock and warrants issued with notes

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

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

Stock issued for loan fees

Series A and B - preferred stock dividends - payable in common stock

Series B - convertible preferred stock distribution - prior investment - related party

Series B - convertible preferred stock distribution - prior investment

- related party

Issuance of common stock for Series A dividend shares payable

Issuance of common stock for Series B dividend shares payable – related party

Stock issued to settle accounts payable

Stock issued for conversion of notes payable

Stock issue to settle accounts payable

Acquisition of Stat-EI assets

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

AND SUBSIDIARIES

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Incorporation

of Incorporation

Holding Corp.

State of Incorporation

NextNRG Holding Corp.

April 20, 2016

NextNRG, Inc.

(f/k/a EzFill Holdings, Inc.)

Ops, LLC (f/k/a NextNRG, LLC)

Holdings, LLC*

March 28, 2019

NextNRG Ops, LLC (f/k/a NextNRG, LLC)

August 31, 2023

Next/Ingle Holdings, LLC *

December 3, 2024

NextCharging,

Operations, LLC

Fuel Holdings, LLC

NextCharging, LLC

January 21, 2025

EzFill Operations, LLC

April 24, 2025

Neighborhood Fuel Holdings, LLC

Company owns 50% of this entity, the remaining 50% is a component of our non-controlling interest.

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of Next Holding.

On June 11, 2024, in order

to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative of the Next Holding

executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated

Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next

Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative

of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second

Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to

acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders

of Company common stock.

September 25, 2024, the Company and Mr.

Farkas entered into the second amendment to the Second Amended and

Restated Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares

to be issued to the Next Holding shareholders by the Company in exchange for 100 % of the shares of Next Holding to 100,000,000 shares of the Company’s

common stock.

Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders

by the Company in exchange for 100 % of the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc.

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Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of

shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly

owned subsidiary of the Company.

On February 13, 2025, the Company changed its name

from EzFill Holdings, Inc.

100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became

a wholly owned subsidiary of the Company.

February 13, 2025, the Company changed its name from EzFill Holdings, Inc.

to NextNRG, Inc.

NRG Business Overview of NextNRG

is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into renewable energy, next-generation

energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated

is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into

renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand

mobile fuel delivery to create an integrated ecosystem.

the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’

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and government properties, expanding energy accessibility.

NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint.

NextNRG is also integrating sustainable

energy solutions into its mobile fueling operations.

The company hopes to be an integral part of assisting its fleet customers in their

transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption.

The transition process is expected to

include the deployment of NextNRG’s innovative wireless EV charging solutions.

continues to expand its growing fleet of fuel delivery trucks and national footprint.

NextNRG is also integrating sustainable energy

solutions into its mobile fueling operations.

The company hopes to be an integral part of assisting its fleet customers in their transition

to EV, supporting more efficient fuel delivery while advancing clean energy adoption.

The transition process is expected to include the

deployment of NextNRG’s innovative wireless EV charging solutions.

Control Determination

Company has determined that the Company’s acquisition of Next Holding qualifies as a common control merger under the Financial Accounting Standards Board’s

(the “FASB”) Accounting Standards Codification (“ASC”) 805-50-15-6, which defines control as the ability to direct

management and policies by ownership, contractual arrangements, or other means.

Company has determined that the Company’s acquisition of Next Holding qualifies as a common control merger under the Financial

Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805-50-15-6, which

defines control as the ability to direct management and policies by ownership, contractual arrangements, or other means.

factors included in our assessment of common control are as follows:

Farkas controlled more than 20% of the Company prior to December 31, 2023, as the largest individual shareholder;

As the primary debt lender prior to and at the time of the merger, Mr.

the primary debt lender prior to and at the time of the merger, Mr.

Farkas had the ability to influence critical financial decisions;

The Company’s liquidity was significantly

supported by Next Holding funding prior to and at the time of the merger, reflecting decisions and activities controlled by Mr.

On the date of merger, Mr.

Farkas controlled approximately

70 % of the Company.

Company’s liquidity was significantly supported by Next Holding funding prior to and at the time of the merger, reflecting

decisions and activities controlled by Mr.

the date of merger, Mr.

Farkas controlled approximately 70 % of the Company.

Holding Control:

Farkas concurrently exercised control over Next Holding prior to

December 31, 2023.

For further details, refer to the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025.

both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction

is classified as a common control merger.

At the date of acquisition, Mr.

Farkas owned approximately 70 %

of the Company and 67 %

of Next Holding.

Farkas concurrently exercised control over Next Holding prior to December 31, 2023.

further details, refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)

on February 18, 2025.

both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this

transaction is classified as a common control merger.

the date of acquisition, Mr.

Farkas owned approximately 70 % of the Company and 67 % of Next Holding.

the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

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Pooling-of-Interests Approach

The pooling-of-interests approach identifies

that transfers between entities under common control do not represent a change in ownership.

In these transactions, the entity receiving

net assets or exchanging shares is required to measure the assets and liabilities at their carrying amounts as recorded in the transferring

entity’s separate financial statements (which reflect the historical cost basis established by the ultimate parent).

this guidance results in an accounting treatment similar to the pooling-of-interests method.

pooling-of-interests approach identifies that transfers between entities under common control do not represent a change in ownership.

In these transactions, the entity receiving net assets or exchanging shares is required to measure the assets and liabilities at their

carrying amounts as recorded in the transferring entity’s separate financial statements (which reflect the historical cost basis

established by the ultimate parent).

Essentially, this guidance results in an accounting treatment similar to the pooling-of-interests

Retrospective Application to Financial Statements

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to additional paid-in capital (“APIC”) and retained earnings are made to reconcile historical balances.

Historical retained earnings (deficit)

are combined and consolidated.

Historical retained

earnings (deficit) are combined and consolidated.

Earnings per Share (“EPS”)

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Company will assess its business operations and determine the requisite segments to recognize.

All current and historical periods

will be adjusted to reflect these allocations.

The Company presents its consolidated financial statements with segments for mobile

fuel delivery and energy infrastructure.

All current and historical periods will

be adjusted to reflect these allocations.

The Company presents its consolidated financial statements with segments for mobile fuel delivery

and energy infrastructure.

Control Transactions and Equity Adjustments

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These are adjustments recorded directly to APIC and do not reflect third-party capital transactions.

Chief Executive Officer Transition

On February 14, 2025, in connection with the closing

of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer.

Directors subsequently appointed Michael D.

Farkas as Chief Executive Officer, Director, and Executive Chairman.

Farkas, previously

the Chief Executive Officer of Next Holding, is also the significant controlling stockholder of the Company’s issued and outstanding

common stock.

Chief Financial Officer Transition

On February 14, 2025, in connection with the closing

of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel

Kleiner as his successor.

Executive Officer Transition

February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy

as Interim Chief Executive Officer.

The Board of Directors subsequently appointed Michael D.

Farkas as Chief Executive Officer, Director,

and Executive Chairman.

Farkas, previously the Chief Executive Officer of Next Holding, is also the significant controlling stockholder

of the Company’s issued and outstanding common stock.

Financial Officer Transition

February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman

as Chief Financial Officer and appointed Joel Kleiner as his successor.

of Presentation

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

generally accepted in the United States of America for interim financial statements (“U.S.

GAAP”) and with the instructions

to Form 10-Q and Article 8 of Regulation S-X of the SEC.

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

in the United States of America for interim financial statements (“U.S.

GAAP”) and with the instructions to Form 10-Q and

Article 8 of Regulation S-X of the SEC.

Accordingly, they do not contain all information and footnotes required by U.S.

GAAP for annual financial statements.

GAAP for annual

financial statements.

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

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2025 and the

results of operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2025 are

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

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2025 and

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

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

2025 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, 2024 filed with the SEC on March 27, 2025.

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 27, 2025, as the same may be updated from time to time.

December 31, 2024 consolidated balance sheet and the consolidated statements of operations, changes in stockholders’ equity, and

cash flows for the three months ended June 30, 2024 have been retrospectively adjusted to reflect the impact of a common control merger

completed on February 13, 2025.

cash flows for the three months ended September 30, 2024 have been retrospectively adjusted to reflect the impact of a common control

merger completed on February 13, 2025.

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

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and Going Concern

reflected in the accompanying unaudited consolidated financial statements, for the six months ended June 30, 2025, the Company

reflected in the accompanying unaudited consolidated financial statements, for the nine months ended September 30, 2025, the Company

loss available to common stockholders of $ 59,464,757 ;

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Additionally,

at June 30, 2025, the Company had:

at September 30, 2025, the Company had:

deficit of $ 127,173,896

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The Company had cash on hand

of $ 2,652,838 at June 30, 2025.

of $ 653,869 as of September 30, 2025.

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

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

ending June 30, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

ending September 30, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

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

to the date that these unaudited consolidated financial statements are issued.

unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to

continue as a going concern.

Accordingly, the financial statements have been prepared on a basis that assumes the Company will

continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the

ordinary course of business.

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

as a going concern.

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

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

strategic plans include the following:

into new and existing markets (commercial and residential);

Obtain additional debt and/or equity-based financing for growth;

additional debt and/or equity-based financing for growth;

Collaborations

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with more than 50% voting interest, unless control is not with the Company;

interest entities, where the Company is the primary beneficiary, possessing both (i) power over significant activities and

(ii) the obligation to absorb losses or receive benefits.

interest entities, where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the

obligation to absorb losses or receive benefits.

intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45.

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a single identifiable asset or group of similar assets (ASC 805-10-55-3A);

the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC

805-50-30-3);

the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3);And

direct acquisition costs as part of the asset’s cost, unlike business combinations where such costs are expensed (ASC 805-50-25-1).

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in business activities from which it may earn revenues and incur expenses;

Has operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”),

which is our Chief Executive Officer to make decisions about resource allocation and performance assessment;

operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is

our Chief Executive Officer to make decisions about resource allocation and performance assessment;

discrete financial information available.

ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds.

However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed

on a consolidated basis, the company may report as a single segment.

The Company has determined that it operates as one reportable segment,

as its CODM reviews the business as a whole rather than by distinct business components.

ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative

However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating

segment and reviewed on a consolidated basis, the company may report as a single segment.

The Company has determined that it

operates in two reportable segments, as its CODM reviews the business as a whole rather than by distinct business

of ASU 2023-07 – Segment Reporting

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to Reportable Segment Disclosures , which enhances segment disclosures by requiring public entities to disclose significant segment

expenses that are regularly provided to the CODM and used in assessing segment performance and resource

The adoption of ASU 2023-07 did not have a material impact on the Company’s

consolidated financial statements.

expenses that are regularly provided to the CODM and used in assessing segment performance and resource allocation.

adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

of Estimates and Assumptions

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and qualitative assessments that it believes are reasonable under the circumstances.

estimates for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, include:

estimates for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively, include:

for doubtful accounts and other receivables

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party balances)—are recorded at historical cost.

As of June 30, 2025 and December 31, 2024, respectively, the carrying amounts

As of September 30, 2025 and December 31, 2024, respectively, the carrying amounts

of these instruments approximated their fair values due to their short-term maturities.

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

June 30, 2025 and December 31, 2024, respectively, the Company did not have any cash equivalents.

September 30, 2025 and December 31, 2024, respectively, the Company did no t have any cash equivalents.

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

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

June 30, 2025 and December 31, 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured

Company accounts for available-for-sale (“AFS”) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities.

These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income unless deemed other-than-temporary, per ASC 320-10-35-1.

September 30, 2025 and December 31, 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC

insured limits.

Company accounts for available-for-sale (“AFS”) debt securities in accordance with FASB ASC 320, Investments—Debt and

Equity Securities.

These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive

income unless deemed other-than-temporary, per ASC 320-10-35-1.

of Gains, Losses, and Amortization

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Company evaluates AFS debt securities for other-than-temporary impairment (“OTTI”) in accordance with ASC 320-10-35-33 to

The assessment

The assessment considers:

extent and duration of declines in fair value below amortized cost,

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in earnings (ASC 320-10-35-35).

the six months ended June 30, 2025 and 2024, respectively, there were no impairments taken.

the nine months ended September 30, 2025 and 2024, respectively, there were no impairments taken.

Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables.

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Applicability

Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses, which requires an expected credit

loss model for financial assets measured at amortized cost.

However, ASC 326 primarily applies to financial institutions and entities

with long-term financing receivables.

Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses, which requires an expected credit loss

model for financial assets measured at amortized cost.

However, ASC 326 primarily applies to financial institutions and entities with

long-term financing receivables.

the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2,

it continues to apply the incurred loss model under ASC 310 for estimating credit losses.

following is a summary of the Company’s accounts receivable at June 30, 2025 and December 31, 2024:

following is a summary of the Company’s accounts receivable at September 30, 2025 and December 31, 2024:

Schedule of Accounts Receivable

June 30, 2025

December 31, 2024

September 30,

Accounts receivable

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Accounts receivable - net

the six months ended June 30, 2025 and 2024, bad debt was as follows:

June 30, 2025

June 30, 2024

the nine months ended September 30, 2025 and 2024, bad debt was as follows:

Bad debt expense

Bad debt expense is recorded as a component of general

and administrative expenses in the accompanying unaudited consolidated statements of operations.

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

of operations.

Company accounts for inventory in accordance with FASB ASC 330, Inventory.

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turnover trends (ASC 330-10-35-2).

the six months ended June 30, 2025 and 2024, respectively, the Company did no t record any provisions for inventory obsolescence or impairment.

June 30, 2025 and December 31, 2024, the Company had inventory of $ 227,070 and $ 126,400 , respectively.

the nine months ended September 30, 2025 and 2024, respectively, the Company did no t record any provisions for inventory obsolescence

or impairment.

September 30, 2025 and December 31, 2024, the Company had inventory of $ 340,018 and $ 126,400 , respectively.

Concentrations

26 unchanged sentences

Schedule of Concentration of Risk

Six Months Ended June 30,

Year Ended December 31,

Six Months Ended June 30,

Nine Months Ended September 30,

Ended September

Nine Months Ended September 30,

Concentration risk percentage

Risk Mitigation Strategies

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internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when:

software project is abandoned or significantly modified,

software is no longer expected to provide substantive economic benefit, or

software is expected to be replaced by newer technology.

the six months ended June 30, 2025 and 2024, the Company did no t record any impairment losses.

Issue Discounts (“OIDs ”) and

Other Debt Discounts

Company accounts for OIDs and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation

These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense

over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2).

certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face

value of the note.

The discount is amortized to interest expense over the term of the debt in the unaudited consolidated statements

of operations.

the nine months ended September 30, 2025 and 2024, the Company did no t record any impairment losses.

Issue Discounts (“OIDs”) and Other Debt Discounts

Company accounts for OIDs and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest.

These discounts

are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt

using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2).

certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value

The discount is amortized to interest expense over the term of the debt in the unaudited consolidated statements of operations.

and Other Equity Issued with Debt

10 unchanged sentences

of the debt liability rather than as a separate asset (ASC 835-30-45-3).

Right of Use (“ROU”) Assets and Lease Obligations

of Use (“ROU”) Assets and Lease Obligations

Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases.

These amounts reflect the

present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal

options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

These amounts reflect the present value

of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options,

discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2.

Company’s leases primarily consist of operating leases, which are included as ROU assets and operating lease

liabilities on the unaudited consolidated balance sheet.

The Company’s

leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the unaudited consolidated

balance sheet.

Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are

17 unchanged sentences

suggest the carrying amount may not be recoverable.

No impairments of ROU assets were recognized for the six months ended June 30, 2025

No impairments of ROU assets were recognized for the nine months ended September

30, 2025 and 2024, respectively.

1 unchanged sentence

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09.

Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer

in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the

consideration the Company expects to receive in exchange for those goods or services.

Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership.

25 unchanged sentences

variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives.

During the six months

ended June 30, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total

During the nine months

ended September 30, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total revenues.

financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15.

36 unchanged sentences

deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.

of June 30, 2025 and December 31, 2024, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the six months ended June, 2025 and 2024:

of September 30, 2025 and December 31, 2024, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the nine months ended September, 2025 and 2024:

Schedule of Disaggregation of Revenue

Six Months Ended June 30,

% of Revenues

Nine Months Ended September 30,

of sales consists of direct expenses incurred in the delivery of the Company’s products and services.

19 unchanged sentences

statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

of June 30, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure

in the financial statements (ASC 740-10-50-15).

of September 30, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualified for recognition

or disclosure in the financial statements (ASC 740-10-50-15).

Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations

(ASC 740-10-45-25).

No interest and penalties were recorded for the six months ended June 30, 2025 and 2024, respectively.

No interest and penalties were recorded for the nine months ended September 30, 2025 and 2024, respectively.

of Deferred Tax Assets

16 unchanged sentences

Allowance Determination

June 30, 2025 and December 31, 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting

in a net carrying amount of $ 0 .

This determination was based on cumulative losses in recent years and the lack of sufficient positive

evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

September 30, 2025 and December 31, 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets,

resulting in a net carrying amount of $ 0 .

This determination was based on cumulative losses in recent years and the lack of sufficient

positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future

4 unchanged sentences

Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1.

Company recognized marketing and advertising costs during the six months ended June 30, 2025 and 2024, respectively as follows:

Company recognized marketing and advertising costs during the nine months ended September 30, 2025 and 2024, respectively as follows:

Schedule of Marketing and

Advertising Costs

June 30, 2025

June 30, 2024

September 30, 2025

Total Sales and Marketing

73 unchanged sentences

equivalents are forfeitable (ASC 718-10-25).

following potentially dilutive equity securities outstanding for the six months ended June 30, 2025 and 2024, were as follows:

following potentially dilutive equity securities outstanding for the nine months ended September 30, 2025 and 2024, were as follows:

Schedule of Dilutive Equity Securities Outstanding

June 30, 2025

June 30, 2024

September 30, 2025

Series A, preferred stock

6 unchanged sentences

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

on the potential common stock equivalents noted above at June 30, 2025, the Company has sufficient authorized shares of common stock

on the potential common stock equivalents noted above at September 30, 2025, the Company has sufficient authorized shares of common stock

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

29 unchanged sentences

Services include overseeing all matters relating to the Company’s technology.

The Company agreed to pay $ 10,000

per month and cover other pre-approved expenses.

term of the agreement was for one year.

The Company agreed to pay $ 10,000 per month and cover

other pre-approved expenses.

The initial term of the agreement was for one year.

All amounts have been paid.

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

At June 30, 2025 and December 31, 2024, 114,000 and

104,000 shares have vested, respectively.

At September 30, 2025 and December 31, 2024, 114,000

and 104,000 shares have vested, respectively.

The remaining 13,000 shares will vest in April 2026.

See Note 8 for related vesting of shares

and corresponding expense recognition.

See Note 8 for related vesting of

shares and corresponding expense recognition.

Accounting Standards

12 unchanged sentences

Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

November 2024, the FASB issued ASUNo.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

This standard

requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible

asset amortization, and other specific expense categories.

This standard also requires disclosure of the total amount of selling expenses

and the Company’s definition of selling expenses.

This update is effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027.

This standard requires additional disclosures

of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other

specific expense categories.

This standard also requires disclosure of the total amount of selling expenses and the Company’s definition

of selling expenses.

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact

this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash

We are evaluating the impact this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash flows.

Accounting Standards Updates

4 unchanged sentences

the common control merger.

These reclassifications had no impact on the Company’s consolidated results of operations,

stockholders’ equity, or cash flows.

These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’

equity, or cash flows.

3 – Property and Equipment

1 unchanged sentence

Schedule of Property and Equipment

Estimated Useful

June 30, 2025

December 31, 2024

Lives (Years)

8 unchanged sentences

Purchase – Vehicles - Shell

2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel

(“Shell”) to purchase 73 vehicles ($ 5,139,877 )

and above ground storage tanks ($ 80,000 )

as part of a growth and expansion plan, for a total purchase price of $ 5,219,877 .

The Company began its Shell related operations in January 2025, and at that time placed these assets into service.

These vehicles have

a useful life of five years.

2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a

Instafuel (“Shell”) to purchase 73 vehicles ($ 5,139,877 ) and above ground storage tanks ($ 80,000 ) as part of a growth

and expansion plan, for a total purchase price of $ 5,219,877 .

The Company began its Shell related operations in January 2025, and

at that time placed these assets into service.

These vehicles have a useful life of five years.

Note 7 regarding related ROU operating leases which the Company also had access to office space and parking lots in January 2025.

1 unchanged sentence

2024, the Company executed an asset purchase agreement with Yoshi, Inc.

In connection with this transaction, in February 2025 the

Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for

mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as

of December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000

of this amount was reclassified to vehicles, and the remaining value was expensed.

and amortization expense for the six months ended June 30, 2025 and 2024, was $ 1,289,088

and $ 773,821 ,

respectively, which was reported on the consolidated statement of operations under depreciation and amortization .

Depreciation and amortization are included as a component

of general and administrative expenses in the accompanying unaudited consolidated statements of operations.

Impairment losses of property and equipment are included

as a component of general and administrative expenses in the accompanying unaudited consolidated statements of operations.

the six months ended June 30, 2025, the Company sold 34 trucks

with a value of $ 1,199,620 for

proceeds of $ 899,640 .

These trucks were then leased back from the purchaser for a lease period of 36 months.

Of the proceeds, $ 250,000 was

disbursed directly to a lender and used to partially pay down a note payable balance, $ 117,790 was

allocated to general and administrative expenses related to the sale and subsequent leaseback, and $ 531,850 was

received as cash proceeds.

The remaining $ 299,980 in

book value of the disposed vehicles was recorded as a loss on settlement.

In connection with this transaction, in February 2025 the Company

acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for mobile fueling

as part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of December 31,

2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000 of this amount

was reclassified to vehicles, and the remaining value was expensed.

and amortization expense for the nine months ended September 30, 2025 and 2024, was $ 1,826,259 and $ 1,173,269 , respectively, which was

reported on the consolidated statement of operations under depreciation and amortization .

and amortization are included as a component of general and administrative expenses in the accompanying unaudited consolidated statements

of operations.

losses of property and equipment are included as a component of general and administrative expenses in the accompanying unaudited consolidated

statements of operations.

May 29, 2025, 2025, the Company sold 34 trucks with a value of $ 1,199,620 for proceeds of $ 899,640 .

These trucks were then leased back

from the purchaser for a lease period of 36 months.

Of the proceeds, $ 250,000 was disbursed directly to a lender and used

to partially pay down a note payable balance, $ 117,790 was allocated to general and administrative expenses related to the sale and subsequent

leaseback, and $ 531,850 was received as cash proceeds.

The remaining $ 299,980 in book value of the disposed vehicles was recorded as

a loss on settlement.

August 4, 2025, and August 29, 2025, the Company sold 35 trucks with a fair value of $ 3,693,014 for proceeds of $ 2,002,680 .

were then leased back from the purchaser for a lease period of 36 months.

Of the proceeds, $ 234,000 was disbursed directly

to a lender and used to partially pay down a note payable balance, $ 271,200 was allocated to general and administrative expenses related

to the sale and subsequent leaseback, and $ 1,497,480 was received as cash proceeds.

The remaining $ 1,690,335 in book value of the disposed

vehicles was recorded as a loss on settlement.

4 – Accounts Payable and Accrued Liabilities including Related Parties

payable and accrued liabilities were as follows at June 30, 2025 and December 31, 2024, respectively:

payable and accrued liabilities were as follows at September 30, 2025 and December 31, 2024, respectively:

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities

June 30, 2025

December 31, 2024

Accounts payable

2 unchanged sentences

Total accounts payable and accrued liabilities

June 30, 2025

December 31, 2024

Accounts payable and accrued liabilities - related parties

7 unchanged sentences

fee will be repaid when the funds are received.

For the six months ended June 30, 2025 and the year ended December 31, 2024, the Company

accrued $ 212,247 and $ 0 , respectively.

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

including those owed on vehicles, including key terms, and outstanding balances at June 30, 2025 and December 31, 2024, respectively.

For the nine months ended September 30, 2025 and the year ended December 31, 2024, the

Company accrued $ 212,247 and $ 0 , respectively.

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

payable) including those owed on vehicles, including key terms, and outstanding balances at September 30, 2025 and December 31,

2024, respectively.

Payable – Related Parties

following is a summary of the Company’s notes payable – related parties at June 30, 2025 and December 31, 2024:

following is a summary of the Company’s notes payable – related parties at September 30, 2025 and December 31, 2024:

of Notes Payable

3 unchanged sentences

Amortization of debt discount

Balance – June 30, 2025

following is a detail of the Company’s advances payable – related parties terms and history of each advance at June 30, 2025

Stock Conversion

( 1,640,000 )

Balance – September 30, 2025

During the quarter ended September 30, 2025,

$ 1,670,000 of related party promissory notes owed to the Chief Executive Officer and Executive Chairman, including $ 1,640,000 of principal

and approximately $ 30,000 of accrued interest, were converted from debt to equity pursuant to a Stock Purchase Agreement and reclassified

to Shares Payable for common stock issuable.

The shares had not been issued as of September 30, 2025, and the obligation is reflected

as Shares Payable on the consolidated balance sheet.

following is a detail of the Company’s advances payable – related parties terms and history of each advance at September

30, 2025 and December 31, 2024:

of Advances Payable Related Parties

Maturity Date

Interest Rate

June 30, 2025

December 31, 2024

Chief Executive Officer/>50% control person

Due on demand

following represents the terms of the Company’s notes payable as of June 30, 2025 and December 31, 2024,

respectively:

following represents the terms of the Company’s notes payable as of September 30, 2025 and December 31, 2024, respectively:

of Terms of Notes Payable

Interest Rate

Related Party

Refinance Date

Maturity Date

Conversion Date

Repayment Date

June 16, 2023

April 24, 2024

October 21, 2025

December 2, 2024

December 31, 2025

December 3, 2024

December 31, 2025

December 26, 2024

March 26, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 30, 2024

June 30, 2025

January 15, 2025

April 15, 2025

March 31, 2025

April 30, 2025

March 28, 2025

September 4, 2025

January 19, 2024

August 19, 2024

August 16, 2024

November 26, 2024

February 26, 2025

November 26, 2024

June 20, 2025

December 16, 2024

June 20, 2025

January 19, 2024

August 19, 2024

August 16, 2024

November 26, 2024

February 26, 2025

November 24, 2024

June 10, 2025

August 16, 2024

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

January 19, 2024

April 18, 2024

October 7, 2024

December 24, 2024

March 31, 2025

Underlying vehicle

June 27, 2025

July 14, 2027

June 27, 2025

July 14, 2027

of Notes Payable

amount of note

Amortization of debt discount

Conversion to common stock

Six Months Ended June 30, 2025

December 31, 2024

Face amount of note

Debt discount

Amortization of debt discount

Conversion to common stock

June 30, 2025

Nine Months Ended September 30, 2025

$ ( 141,612 )

11 unchanged sentences

( 1,451,400 )

amount of note

of debt discount

to common stock

Ended December 31, 2024

amount of note

of debt discount

to common stock

$ ( 4,331,646 )

1 unchanged sentence

$ ( 21,903,991 )

Year Ended December 31, 2024

$ ( 141,961 )

5 unchanged sentences

( 3,700,000 )

$ ( 5,700,265 )

$ ( 2,420,000 )

$ ( 13,065,785 )

#1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company.

27 unchanged sentences

December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000 of this amount was

reclassified to vehicles, and the remaining value was expensed.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 ,

plus an additional $ 250,000 ,

between six and nine months from the transaction date.

In 2025, $ 1,229,000 of

this amount was reclassified to vehicles, and the remaining value was expensed.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 , plus an additional $ 250,000 , between six and

nine months from the transaction date.

of December 31, 2024, the Company had paid $ 650,000 , however an additional $ 850,000 remained due and outstanding as a condition for closing

the asset purchase.

February 2025, an additional $ 650,000

At the date of these unaudited consolidated financial statements, and pursuant to the repayment terms, the balance of

remains and is due by August 2025.

the nine months ended September 30, 2025, an additional $ 700,000 was paid.

At the date of these unaudited consolidated financial statements,

and pursuant to the repayment terms, the balance of $ 150,000 remains.

December 2024, the Company executed a two-month loan for $ 2,500,000 .

The Company was required to pay transaction fees of $ 440,000 .

The Company received the entire $ 2,500,000

as proceeds, rather than the transaction fees being netted from the closing.

Company received the entire $ 2,500,000 as proceeds, rather than the transaction fees being netted from the closing.

These fees totaling

32 unchanged sentences

the event of default, the lender may convert the unpaid principal into shares of the Company’s common stock at the greater

of (i) $ 3.08 and (ii) the lower of the 10-day average VWAP or a floor price of $ 1.75 .

of (i) $ 3.08 and (ii) the lower of the 10-day average volume weighted average price or a floor price of $ 1.75 .

cross-default clause was included such that default on any of the three notes would constitute a default across all related instruments.

15 unchanged sentences

August 16, 2024, the Company and the lender agreed to convert all remaining obligations under Notes #1, #2, and #3 into equity.

total principal converted was $ 2,420,000 .

The lender exercised a 150 %

penalty interest feature, increasing the total debt conversion amount to $ 3,630,000 .

a result, the Company issued 363,000 shares

of Series A convertible preferred stock with a stated value of $ 10 per

principal converted was $ 2,420,000 .

The lender exercised a 150 % penalty interest feature, increasing the total debt conversion amount

to $ 3,630,000 .

As a result, the Company issued 363,000 shares of Series A convertible preferred stock with a stated value of $ 10 per

The fair value of the preferred stock was determined based on its as-converted value into common stock as follows:

6 unchanged sentences

Conversion price per share

Number of shares of common stock - for each share of Series A convertible preferred stock held

Number of shares of common stock - for each share of Series A convertible preferred

Series A preferred shares issued

16 unchanged sentences

a contractual term of 18 months.

The notes were issued with an OID of $ 100,000 , resulting

in net cash proceeds of $ 4,900,000 at inception.

The notes were issued with an OID of $ 100,000 , resulting in net cash proceeds of $ 4,900,000 at inception.

the notes had a stated maturity in 2026 , the Company repaid the full $ 5,000,000 principal amount in February 2025, prior to maturity.

19 unchanged sentences

of operations during the year ended December 31, 2024.

December 2024, the Company executed a loan for $ 5,000,100

with Cohen Global Energy, LLC.

Cohen Global Energy

is an unrelated third party that holds 50 % of Next/Ingle Holdings, LLC.

December 2024, the Company executed a loan for $ 5,000,100 with Cohen Global Energy, LLC.

Cohen Global Energy is an unrelated third party

that holds 50 % of Next/Ingle Holdings, LLC.

The Company owns the other 50 % of Next/Ingle Holdings, LLC.

Notwithstanding

the split of ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement.

Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest

for the 50 % not owned.

Notwithstanding the split of

ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement.

Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the

50 % not owned.

The loan was due March 31, 2025.

The Company is currently negotiating an extension of the due date.

July 2025, the Company entered into an unsecured note bearing interest at a rate of 18 % per annum with a principal amount of $ 2,000,000

and a contractual term of 12 months.

The note was issued with an OID of $ 100,000 , resulting in net cash proceeds of $ 1,900,000 at inception.

The Company also issued 126,373 shares of common stock with the note, and the Company accounted for the issuance of the shares and the

note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 1,892,705 to the debt instrument

( 90 %) and $ 207,295 to the shares of stock ( 10 %), resulting in the recording of an additional $ 207,295 in debt discount.

Company is required to make monthly payments in the amount of $ 100,000 .

During the nine months ended September 30, 2025, the Company

made repayments of $ 250,000 and amortized $ 68,194 in debt discount.

September 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount

of $ 2,950,000 , The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 2,500,000 .

note bears no stated interest and matures 12 months from issuance.

It is convertible into shares of the Company’s common stock

at a fixed conversion price of $ 1.54 per share.

The noteholder was also issued a warrant to purchase 750,000 shares of common stock at

an exercise price of $ 5.00 per share.

The Company accounted for the issuance of the warrants and the note using the relative fair value

The total relative fair value was allocated as follows:

$ 2,030,922 to the debt instrument ( 69 %) and $ 919,078 to the warrants

( 31 %), resulting in the recording of an additional $ 919,078 in debt discount.

September 2025, the noteholder converted $ 1,451,401 of the balance of this note at a price of $ 1.54 per share, and the Company amortized

$ 82,520 in debt discount.

conjunction with Loan #33, the Company issued a note in the principal amount of $ 295,000 and warrants to purchase 75,000 shares of common

stock at an exercise price of $ 5.000 as a due diligence fee.

The note bears no stated interest and matures 12 months from issuance.

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.54 per share.

The Company accounted

for the issuance of the warrants and the note using the relative fair value method.

The total relative fair value was allocated as follows:

$ 203,092 to the debt instrument ( 69 %) and $ 91,908 to the warrants ( 31 %), resulting in the recording of $ 919,078 in debt discount.

September 2025, the noteholder converted $ 245,239 of the balance of this note at a price of $ 1.54 per share, and the Company amortized

$ 42,147 in debt discount.

Payable – Vehicles (Loan # 29)

following is a summary of the Company’s notes payable for its vehicles at June 30, 2025 and December 31, 2024, respectively:

following is a summary of the Company’s notes payable for its vehicles at September 30, 2025 and December 31, 2024, respectively:

of Notes Payable - Vehicles

1 unchanged sentence

Balance - December 31, 2024

Beginning balance

Balance – June 30, 2025

Ending balance

following is a detail of the Company’s notes payable for its vehicles at June 30, 2025 and December 31, 2024, respectively:

Balance – September 30, 2025

following is a detail of the Company’s notes payable for its vehicles at September 30, 2025 and December 31, 2024, respectively:

of Detailed Company’s Notes Payable

Notes Payable - Vehicles

Maturity Date

Interest Rate

Default Interest Rate

June 30, 2025

December 31, 2024

January 15, 2021

49 unchanged sentences

For the Year Ending December 31,

Vehicle Notes Payable

2025 (3 months)

3 unchanged sentences

This determination requires significant judgments to be made.

Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024, respectively.

Company did no t have any assets or liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024,

respectively.

7 – Commitments and Contingencies

Company accounts for leases in accordance with ASC 842:

Leases, which requires lessees to apply the ROU model by recognizing

a right-of-use asset and a lease liability for all leases with terms exceeding 12 months.

Lease classification determines the pattern

of expense recognition in the consolidated statement of operations:

Leases, which requires lessees to apply the ROU model by recognizing a right-of-use

asset and a lease liability for all leases with terms exceeding 12 months.

Lease classification determines the pattern of expense recognition

in the consolidated statement of operations:

Recognized on a straight-line basis as lease expense over the lease term.

12 unchanged sentences

assets and lease liabilities are initially measured at the present value of lease payments.

Company primarily uses its incremental borrowing rate (“IBR”) to determine the present value of lease payments, except when an implicit

rate is readily determinable (ASC 842-20-30-3).

Company primarily uses its incremental borrowing rate (“IBR”) to determine the present value of lease payments, except

when an implicit rate is readily determinable (ASC 842-20-30-3).

IBR is based on market data, adjusted for credit risk and lease term.

10 unchanged sentences

Lease Commitments

of June 30, 2025 and December 31, 2024, the Company had no finance leases under ASC 842.

of September 30, 2025 and December 31, 2024, the Company had no finance leases under ASC 842.

December 3, 2021, the Company entered into a lease agreement for 5,778 square feet of office space, commencing January 1, 2022.

9 unchanged sentences

of Operating Lease

ROU Asset/Liability

Lease Location

Recognized Day 1

Monthly Payments (1)

Asset/Liability

February 1, 2025

6 unchanged sentences

January 3, 2029

These monthly payments are subject to annual increases of approximately 2 % - 3 %.

monthly payments are subject to annual increases of approximately 2 % - 3 %.

May 29, 2025, the Company entered into a lease agreement for 34 vehicles commencing on May 29, 2025.

2 unchanged sentences

$ 875,486 (non-cash asset addition)

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2025 and December 31,

tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2025 and December

31, 2024, respectively:

of Operating Lease Assets and Liabilities

June 30, 2025

December 31, 2024

Operating lease - ROU asset - non-current

4 unchanged sentences

of Components of Lease Expense

June 30, 2025

June 30, 2024

Operating lease costs

19 unchanged sentences

The lease is subject to a 3% annual escalation.

The Company recognized a non-cash ROU asset addition of $ 316,557

in accordance with ASC 842:

ROU Asset - Lease Termination – Related Party

The Company recognized a non-cash ROU asset addition of $ 316,557 in accordance with ASC 842:

- Lease Termination – Related Party

October 1, 2024, the existing lease was terminated with no additional consideration paid for early termination.

6 unchanged sentences

lease is subject to a 3 % annual increase.

An initial ROU asset of $ 340,368 will be recognized as a non-cash

asset addition.

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2025 and December 31,

An initial ROU asset of $ 340,368 will be recognized as a non-cash asset addition.

tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2025 and December

31, 2024, respectively:

of Operating Lease Assets and Liabilities

June 30, 2025

December 31, 2024

Operating lease - ROU asset - non-current

4 unchanged sentences

of Components of Lease Expense

June 30, 2025

June 30, 2024

Operating lease costs

20 unchanged sentences

for potential insurance or third-party recoveries.

of June 30, 2025 and December 31, 2024, the Company is not aware of any litigation, pending litigation, or other transactions that require

accrual or disclosure.

of September 30, 2025 and December 31, 2024, the Company is not aware of any litigation, pending litigation, or other transactions that

require accrual or disclosure.

8 – Stockholders’ Deficit

6 unchanged sentences

flexibility for potential mergers, acquisitions, and other corporate transactions.

of June 30, 2025, the Company had four classes of stock, detailed as follows:

of September 30, 2025, the Company had four classes of stock, detailed as follows:

Company’s undesignated preferred stock provides flexibility for future corporate financing and strategic transactions.

8 unchanged sentences

& Outstanding:

363,000 shares as of June 30, 2025 and December 31, 2024, respectively

363,000 shares as of September 30, 2025 and December 31, 2024, respectively

$ 0.0001 per share

4 unchanged sentences

in a fixed number of common shares per preferred share

equivalent common shares at June 30, 2025 and December 31, 2024 were 1,644,022 , respectively

equivalent common shares at September 30, 2025 and December 31, 2024 were 1,644,022 , respectively

variable number of shares are required for settlement

10 unchanged sentences

& Outstanding:

140,000 shares as of June 30, 2025 and December 31, 2024, respectively

140,000 shares as of September 30, 2025 and December 31, 2024, respectively

$ 0.0001 per share

4 unchanged sentences

in a fixed number of common shares per preferred share

equivalent common shares at June 30, 2025 and December 31, 2024 were 724,638 , respectively

equivalent common shares at September 30, 2025 and December 31, 2024 were 724,638 , respectively

variable number of shares are required for settlement

7 unchanged sentences

& Outstanding*:

shares as of June 30, 2025

shares as of September 30, 2025

shares as of December 31, 2024

1 unchanged sentence

1 vote per share

connection with the common control merger, any shares issued to Next Holding, an entity under common control, are excluded from

the total shares outstanding.

connection with the common control merger, any shares issued to Next Holding , an entity under common control, are excluded from the

total shares outstanding.

This is because, under U.S.

GAAP, a company cannot recognize an investment in itself.

Accordingly, these

shares are treated as constructively retired or held by the Company as treasury stock equivalent and are not considered outstanding for

earnings per share or equity reporting purposes.

Under ASC 810-10-45-1 and ASC 505-10-45-2, equity

interests held by a parent, subsidiary, or an entity under common control in the reporting entity must be eliminated in consolidation.

Similarly, shares held by entities consolidated into or controlled by the Company are treated as not outstanding, since they represent

an indirect investment in the Company’s own equity.

Accordingly, these shares

are treated as constructively retired or held by the Company as treasury stock equivalent and are not considered outstanding for earnings

per share or equity reporting purposes.

ASC 810-10-45-1 and ASC 505-10-45-2, equity interests held by a parent, subsidiary, or an entity under common control in the reporting

entity must be eliminated in consolidation.

Similarly, shares held by entities consolidated into or controlled by the Company are treated

as not outstanding, since they represent an indirect investment in the Company’s own equity.

and Incentive Plans

1 unchanged sentence

employees, directors, and consultants.

Transactions for the Six Months Ended June 30, 2025

Transactions for the Nine Months Ended September 30, 2025

Issued for Cash and Warrants – Public Offering

19 unchanged sentences

Issued for Services

Company issued 7,336,821 shares of common stock to consultants for services rendered, having a fair value of $ 21,326,731 ($ 2.57 - $ 3.90 /share),

based upon the quoted closing trading price.

the nine months ended September 30, 2025, the Company issued 12,029,386 shares of common stock to consultants for services rendered,

having a fair value of $ 26,765,665 ($ 1.37 - $ 3.21 /share), based upon the quoted closing trading price.

Additionally,

5 unchanged sentences

shares of common stock ($ 3.62 /share) and recorded additional interest expense.

connection with the extension of loan #12, the Company was required to pay a fee of 116,000 shares of common stock with a fair value

of $ 347,960 ($ 2.91 - $ 3.31 /share) based upon the quoted closing trading price.

connection with the extension of loan #12, the Company was required to pay fees of 386,000

shares of common stock with a fair value of $ 975,260

- $ 3.31 /share)

based upon the quoted closing trading price and recorded as additional interest expense.

connection with the extension of loan #32, the Company was required to pay fees of 126,373

shares of common stock with a fair value of $ 207,295

( 1.64 /share)

based upon the quoted closing trading price and recorded as additional interest expense.

The Company accounted for the issuance of the warrants and the note using the relative fair value method.

relative fair value was allocated as follows:

$ 1,892,705 to the debt instrument ( 90 %) and $ 207,295 to the warrants ( 10 %).

recorded a $ 207,295 debt discount to be amortized over the life of the note.

Issued for Conversion of Accounts Payable

2 unchanged sentences

Issued for Conversion of Notes Payable

Company issued 256,667

shares of common stock to convert the remaining balance of $ 770,000 on loan #17 at a price per share of $ 3.00 or fair value of $ 770,000 .

Company issued 550,000

shares of common stock to convert the flat-rate interest owed of $ 1,350,000 on loans #30 and 31 at a price per share of $ 3.00 , or fair value of $ 1,350,000 .

Company issued 256,667 shares of common stock to convert the remaining balance of $ 770,000 on loan #17 at a price per share of $ 3.00

or fair value of $ 770,000 .

Company issued 550,000 shares of common stock to convert the flat-rate interest owed of $ 1,350,000 on loans #30 and 31 at a price per

share of $ 3.00 , or fair value of $ 1,350,000 .

Company issued 1,081,395 shares of common stock to convert $ 2,075,000 of principle on Loan #9 at a price per share of $ 1.92 or fair value

of $ 2,075,000 .

Company issued 197,802 shares of common stock to convert $ 360,000 of principle in Loan #32 at a price per share of $ 1.82 or fair value

of $ 360,000 .

Company issued 942,468 shares of common stock to convert $ 1,451,401 of principle in Loan #33 at a price per share of $ 1.54 or fair value

of $ 1,451,401 .

Company issued 159,246 shares of common stock to convert $ 245,239 of principle in Loan #34 at a price per share of $ 1.54 or fair value

of $ 245,239 .

Stock Conversion – Related Party

On September 18, 2025, the Company entered into a Stock Purchase Agreement

with its Chief Executive Officer and Executive Chairman, Michael D.

Farkas, pursuant to which the Company agreed to issue 1,000,000 restricted

shares of its common stock at a price of $ 1.67 per share in exchange for the conversion of $ 1,670,000 of outstanding related party indebtedness.

As of September 30, 2025, these shares have not yet been issued.

Accordingly, the Company has recorded a liability for Shares Payable

in the amount of $ 1,670,000 on the consolidated balance sheets.

B Convertible Preferred Stock – Distribution – Related Party

2 unchanged sentences

The transaction was executed

in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and former holder of the Series B convertible preferred stock.

Under this arrangement, the CEO had

advanced personal funds to NextNRG LLC to facilitate the original acquisition of the shares on behalf of the Company.

in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and

former holder of the Series B convertible preferred stock.

Under this arrangement, the CEO had advanced personal funds to NextNRG LLC

to facilitate the original acquisition of the shares on behalf of the Company.

the transfer settled an internal capital funding obligation and involved no exchange of cash or services at the time of distribution,

9 unchanged sentences

expense-generating event.

Series A and B Convertible Preferred Stock –

Preferred Stock Dividends Payable in Common Stock

In accordance with the terms of the Company’s

Series A convertible preferred stock and the Series B convertible preferred stock, the Company is required to accrue dividends on a quarterly

Similar to the Series A and Series B convertible preferred stock, dividends are accrued using a fixed conversion price.

are no other provisions that could result in a variable number of shares required for settlement in the future.

A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock

accordance with the terms of the Company’s Series A convertible preferred stock and the Series B convertible preferred stock, the

Company is required to accrue dividends on a quarterly basis.

Similar to the Series A and Series B convertible preferred stock, dividends

are accrued using a fixed conversion price.

There are no other provisions that could result in a variable number of shares required for

settlement in the future.

Additionally,

1 unchanged sentence

would require derivative liability treatment.

June 30, 2025 and December 31, 2024, the Company had accrued dividends totaling $ 173,438 and $ 258,271 , respectively.

In 2025, the Company issued

93,576 shares of common stock to settle the outstanding dividends due and another 62,839

in newly-accrued dividends.

September 30, 2025 and December 31, 2024, the Company had accrued dividends totaling $ 173,438 and $ 258,271 , respectively.

Company issued 93,576 shares of common stock to settle the outstanding dividends due and another 125,678 in newly-accrued dividends.

following is a summary of the Company’s dividends:

of Dividends Payable

Preferred Stock

Total Dividends Payable

Shares issued and outstanding

Stated value per share

Dividend rate (10%/12%)

Dividend shares due per year

Market price - at issuance date

Minimum price - 70%/80% discount to market price

Conversion price

Dividend shares due per quarter

Equivalent common shares - per year

following represents the Company’s Series A and B convertible preferred stock quantity of shares due at June 30, 2025 and December

of Series A and B Convertible Preferred Stock Dividends Payable

Preferred Stock

Total Dividends Payable

Dividends Payable

issued and outstanding

value per share

rate (10%/12%)

shares due per year

price - at issuance date

price - 70%/80% discount to market price

shares due per quarter

common shares - per year

following represents the Company’s Series A and B convertible preferred stock quantity of shares due at September 30, 2025 and

December 31, 2024:

of Series A and B Convertible Preferred Stock Dividends Payable

Dividends Payable

Dividends payable, shares

Accrued dividends payable - Series A and Series B convertible preferred stock

dividends payable - Series A and Series B convertible preferred stock

Accrued dividends payable

Payment of accrued dividends as common stock

of accrued dividends as common stock

Payment of accrued dividends as common stock, shares

June 30, 2025

Dividends payable, shares

following represents the Company’s Series A and B convertible preferred stock valuation due at June 30, 2025 and December 31, 2024:

Convertible Preferred Stock

following represents the Company’s Series A and B convertible preferred stock valuation due at September 30, 2025 and December

Preferred Stock

Dividends Payable

2 unchanged sentences

of accrued dividends as common stock

Transactions for the Year Ended December 31, 2024 and the Six Months Ended June 30, 2025

Vesting of Board of Director Common Stock Grants

– Related Parties

Dividends payable

Transactions for the Year Ended December 31, 2024 and the Nine Months Ended September 30, 2025

of Board of Director Common Stock Grants – Related Parties

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

3 unchanged sentences

The Company recorded $ 251,334 of expense in 2024, related to the vesting of these shares in 2024.

Company issued 136,484

shares of common stock to various board members for services rendered in 2024, having a fair value of $ 520,000

($ 3.81 /share),

based upon the quoted closing trading price.

Total share-based payments to board members in 2024

were $771,334.

Company issued 136,484 shares of common stock to various board members for services rendered in 2024, having a fair value of $ 520,000

($ 3.81 /share), based upon the quoted closing trading price.

share-based payments to board members in 2024 were $ 771,334 .

see Note 7 for the expense recorded in 2024 of $ 34,666 related to the vesting of shares for the Company’s Chief Technology Officer.

Total share-based payments (including vesting of prior

period awards) with board members and officers for the year ended December 31, 2024 totaled $ 806,000 .

share-based payments (including vesting of prior period awards) with board members and officers for the year ended December 31, 2024

totalled $ 806,000 .

Issued for Services

4 unchanged sentences

the quoted closing price.

Stock Conversion – Related Party

The Company approved the issuance of 1,000,000

restricted shares of common stock to its Chief Executive Officer and Executive Chairman, Michael D.

Farkas, in connection with the conversion

of $ 1,670,000 of related party indebtedness.

The shares are to be issued at a conversion price of $ 1.67 per share, consistent with the

terms of the Stock Purchase Agreement entered into on September 18, 2025.

The shares had not been issued as of September 30, 2025, and

the related obligation is recorded as Shares Payable.

A Convertible Preferred Stock Issued in Debt Conversion

August 16, 2024, the Company converted all outstanding principal ($ 2,420,000 )

and accrued interest ($ 0 )

shares of Series A convertible preferred stock at a $ 10 /share

stated value.

At the time of conversion, the lender executed a 150 %

penalty interest feature.

As a result, and just prior to conversion, the Company increased its interest expense and related debt by

for a total of $ 3,630,000

August 16, 2024, the Company converted all outstanding principal ($ 2,420,000 ) and accrued interest ($ 0 ) into 363,000 shares of Series

A convertible preferred stock at a $ 10 /share stated value.

At the time of conversion, the lender executed a 150 % penalty interest feature.

As a result, and just prior to conversion, the Company increased its interest expense and related debt by $ 1,210,000 for a total of $ 3,630,000

of debt that was converted.

As a result of this debt conversion, the balance due to this lender was $ 0 as of June 30, 2025 and December 31, 2024 .

As a result of this debt conversion, the balance due to this lender was $ 0 as of September 30, 2025 and December

Note 5 regarding debt conversion and related loss on debt extinguishment.

Stock and Related Vesting

summary of the Company’s non-vested shares (due to service time-based restrictions) as of June 30, 2025 and December 31, 2024, is

presented below:

summary of the Company’s non-vested shares (due to service time-based restrictions) as of September 30, 2025 and December 31, 2024,

is presented below:

Schedule of Company Nonvested Shares

Weighted Average

Non-Vested Shares

Balance - December 31, 2023

- December 31, 2023

Cancelled/Forfeited

Balance - December 31, 2024

- December 31, 2024

Cancelled/Forfeited

Balance - June 30, 2025

The Company has issued various equity grants to directors,

officers, consultants and employees.

These grants typically contain a vesting period of one to three years and require services to be

performed in order for the shares to vest.

The Company determines the fair value of the equity

grant on the issuance date based upon the quoted closing trading price.

These amounts are then recognized as compensation expense over

the requisite service period and are recorded as a component of general and administrative expenses in the accompanying unaudited consolidated

statements of operations.

- September 30, 2025

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

These grants typically contain a vesting

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

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

These amounts

are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative

expenses in the accompanying unaudited consolidated statements of operations.

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

1 unchanged sentence

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

June 30, 2025, unrecognized stock compensation expense related to restricted stock was $ 1,869,890 , which will be recognized over a weighted-average

period of one 1 year.

the six months ended June 30, 2025, and 2024, the Company recognized compensation expense of $ 981,211

and $ 251,333 ,

respectively, related to the vesting of these shares.

activity for the three months ended June 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025, unrecognized stock compensation expense related to restricted stock was $ 1,901,353 , which will be recognized over

a weighted-average period of one year .

the nine months ended September 30, 2025, and 2024, the Company recognized compensation expense of $ 2,451,513 and $ 268,667 , respectively,

related to the vesting of these shares.

activity for the nine months ended September 30, 2025 and December 31, 2024 are summarized as follows:

of Stock Warrant Activity

Outstanding - December 31, 2023

Vested and Exercisable - December 31, 2023

Unvested and non-exercisable - December 31, 2023

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Cancelled/Forfeited

Outstanding - December 31, 2024

Vested and Exercisable - December 31, 2024

Unvested and non-exercisable - December 31, 2024

- December 31, 2024

and Exercisable - December 31, 2024

and non-exercisable - December 31, 2024

Cancelled/Forfeited

Outstanding - June 30, 2025

Vested and Exercisable - June 30, 2025

Unvested and non-exercisable - June 30, 2025

- September 30, 2025

and Exercisable - September 30, 2025

and non-exercisable - September 30, 2025

9 – Asset Purchase Agreement

2 unchanged sentences

the Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes

these vehicles for mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the

payments made/due as of December 31, 2024, were classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, the fair value of the purchased vehicles was determined to be $ 1,229,000 ,

and this amount was reclassified to vehicles.

The Company has access to and utilizes these vehicles for

mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of

December 31, 2024, were classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, the fair value of

the purchased vehicles was determined to be $ 1,229,000 , and this amount was reclassified to vehicles.

The remaining value was expensed.

5 unchanged sentences

Payable - $ 250,000

December 31, 2024, the Company had paid $ 650,000

of the cash payment.

The balance of the cash payment ($ 600,000 )

was paid in February 2025.

December 31, 2024, the Company had paid $ 650,000 of the cash payment.

The balance of the cash payment ($ 600,000 ) was paid in February

shares were issued as of December 31, 2024.

December 31, 2024, the $ 250,000

under the note payable had not yet been paid.

In February 2025, $ 50,000

of the principal under the note payable was repaid, leaving a remaining balance of $ 200,000 .

December 31, 2024, the $ 250,000 under the note payable had not yet been paid.

In February 2025, $ 50,000 of the principal under the

note payable was repaid, leaving a remaining balance of $ 200,000 .

10 – Intangible Assets

18 unchanged sentences

October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $ 3,826,112 .

An additional $ 59,800

of accrued interest was forgiven by the lender and recorded as other income in the accompanying unaudited consolidated statements of

operations during the year ended December 31, 2024.

An additional $ 59,800 of accrued interest was forgiven by the lender and recorded as other income in the accompanying unaudited consolidated

statements of operations during the year ended December 31, 2024.

Company has accounted for this transaction as a business combination.

2 unchanged sentences

Consideration

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired and liabilities assumed:

License agreements

value of consideration transferred

amounts of identifiable assets acquired and liabilities assumed:

Trademarks/Tradenames

Total assets acquired

Total identifiable net assets

assets acquired

identifiable net assets

valuation of the intangible assets acquired was based upon an independent third party valuation specialist.

2 unchanged sentences

Note 5 for discussion of these intangible assets acquired from STAT in exchange for debt.

consisted of the following at June 30, 2025 and December 31, 2024, respectively:

consisted of the following at September 30, 2025 and December 31, 2024, respectively:

of Intangible Assets

June 30, 2025

December 31, 2024

Lives (Years)

License agreements

Tradenames/trademarks

1 unchanged sentence

accumulated amortization

Intangibles - net

expense for the six months ended June 30, 2025 and 2024 was $ 223,334 and $ 111,667 , respectively.

were no impairment losses for the three months ended June 30, 2025 and 2024, respectively.

expense for the nine months ended September 30, 2025 and 2024 was $ 335,001 and $ 335,001 , respectively.

were no impairment losses for the three months ended September 30, 2025 and 2024, respectively.

amortization expense for each of the five succeeding years and thereafter is as follows:

of Estimated Amortization Expense

For the Years Ending December 31:

2025 (6 Months)

the Years Ending December 31:

11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar

Project Rights

December 2024, a disbursement of $ 3,929,161

was made by Next/Ingle Holdings LLC, a 50 % owned subsidiary of Next Holding, to acquire 100 %

December 2024, a disbursement of $ 3,929,161 was made by Next/Ingle Holdings LLC, a 50 % owned subsidiary of Next Holding, to acquire 100 %

of the membership interests in GSPP JEA Ingle FL, LLC, a project company controlled by GSPP Holdco III, LLC.

GSPP JEA Ingle FL, LLC

holds the rights to a utility-scale solar energy project located in Bryceville, Florida.

The purchase price consisted of a $ 3,600,000

acquisition fee and reimbursement for previously incurred capitalized development costs of $ 329,161

for a total payment of $ 3,929,161 .

These reimbursed costs included expenses related to securing a real estate option, engineering studies, and interconnection due

diligence with the local utility.

To facilitate the acquisition, Next Holding formed

Next/Ingle Holdings LLC, in which it holds a 50% ownership interest, with the remaining 50% owned by Cohen Global Energy, LLC, an unrelated

Notwithstanding the split of ownership, the Company retains unilateral governing control over the entity, as outlined in

the executed operating agreement.

Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company,

and shows a non-controlling interest for the 50% not owned.

GSPP JEA Ingle FL, LLC holds

the rights to a utility-scale solar energy project located in Bryceville, Florida.

The purchase price consisted of a $ 3,600,000 acquisition

fee and reimbursement for previously incurred capitalized development costs of $ 329,161 for a total payment of $ 3,929,161 .

These reimbursed

costs included expenses related to securing a real estate option, engineering studies, and interconnection due diligence with the local

facilitate the acquisition, Next Holding formed Next/Ingle Holdings LLC, in which it holds a 50% ownership interest, with the remaining

50% owned by Cohen Global Energy, LLC, an unrelated third party.

Notwithstanding the split of ownership, the Company retains unilateral

governing control over the entity, as outlined in the executed operating agreement.

Next/Ingle Holdings LLC is a controlled holding company

which has been consolidated into the Company, and shows a non-controlling interest for the 50% not owned.

Holdings LLC obtained a $ 5,000,100 loan from this third party to fund the acquisition (See Note 5).

10 unchanged sentences

Post-Acquisition

Formed Next/Ingle Holdings LLC ( 50 %

owned by Next Holding, 50 %

owned by Cohen Global Energy, LLC)

Retains unilateral control over Next/Ingle Holdings LLC via

operating agreement (this entity is consolidated with the Company and reflects a non-controlling interest for the 50 % not owned)

Next/Ingle Holdings LLC ( 50 % owned by Next Holding, 50 % owned by Cohen Global Energy, LLC)

unilateral control over Next/Ingle Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a

non-controlling interest for the 50 % not owned)

100 % of GSPP JEA Ingle FL, LLC from GSPP Holdco III, LLC

acquisition via $ 5,000,100

loan from Cohen Global Energy, LLC

acquisition via $ 5,000,100 loan from Cohen Global Energy, LLC

JEA Ingle FL, LLC

Holds rights to the Bryceville, FL solar project

Note 12 – Segment Reporting

operates in two reportable segments:

rights to the Bryceville, FL solar project

12 – Segment Reporting

Company operates in two reportable segments:

Energy Infrastructure and Mobile Fuel Delivery.

The Company’s segments were determined based

on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations are

managed and the criteria used by the Company’s Chief Operating Decision Maker (CODM) to evaluate performance, which include revenue,

gross margin, and operating profit.

The Company’s segments were determined

based on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations

are managed and the criteria used by the Company’s Chief Operating Decision Maker (CODM) to evaluate performance, which include

revenue, gross margin, and operating profit.

Company’s mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across

17 unchanged sentences

Fuel Delivery

of June 30, 2025

of September 30, 2025

Infrastructure

5 unchanged sentences

lease - right-of-use asset

For the six months ended June 30, 2025

the Nine Months Ended September 30, 2025

Infrastructure

Fuel Delivery

of sales (exclusive of depreciation shown separately below)

Stock Based Compensation

and administrative expenses

and amortization

costs and expenses

(loss) on settlement of liabilities

( 2,727,781 )

expense (including amortization of debt discount)

( 3,542,571 )

( 8,491,807 )

( 12,034,378 )

other income (expense) – net

( 3,466,770 )

( 11,058,055 )

( 14,524,825 )

( 8,640,624 )

( 51,405,643 )

( 60,046,267 )

For the Three Months Ended September 30, 2025

Energy Infrastructure

6 unchanged sentences

Interest income

Gain (loss) on settlement

Interest expense (including amortization of debt discount)

Gain (loss) on settlement of liabilities

( 1,592,837 )

Interest expense (including amortization of debt discount)

( 3,717,288 )

Total other income (expense) - net

( 4,391,950 )

Total other income (expense) - net

( 5,298,474 )

5 unchanged sentences

Mobile Fuel Delivery

As of June 30, 2024

of September 30, 2024

Infrastructure

Fuel Delivery

receivable - net

and equipment - net

on future asset purchase

lease - right-of-use asset

lease - right-of-use asset - related party

lease - right-of-use asset

Energy Infrastructure

Mobile Fuel Delivery

Accounts receivable - net

Prepaids and other

Property and equipment - net

Intangible assets - net

Deposit on future asset purchase

Project Deposit

Operating lease - right-of-use asset

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

Operating lease - right-of-use asset

the Nine Months Ended September 30, 2024

Infrastructure

Fuel Delivery

and administrative expenses

based compensation

and amortization

costs and expenses

(loss) on settlement of liabilities

expense (including amortization of debt discount)

( 2,509,504 )

( 8,163,375 )

( 10,672,879 )

other income (expense) - net

( 2,509,495 )

( 8,886,375 )

( 11,395,870 )

( 5,501,565 )

( 13,339,363 )

( 18,840,928 )

Energy Infrastructure

Mobile Fuel Delivery

For the six months ended June 30, 2024

For the Three Months Ended September 30, 2024

Energy Infrastructure

6 unchanged sentences

Interest income

Gain (loss) on settlement of liabilities

Interest expense (including amortization of debt discount)

10 unchanged sentences

13 - Subsequent Events

to the period ended June 30, 2025, the Company issued 651,337 shares of its common stock to five consultants as compensation for services

July 1, 2025, in relation to the “Alcourt Note,” the Company issued 180,000 shares of its common stock to extend the note’s

maturity date to September 30, 2025.

On July 11, 2025, NextNRG entered into a Stock Purchase

Agreement (SPA) with a lender, whereby the company issued 1,081,395 restr icted

shares of common stock at $ 2.15 per share.

This issuance fully extinguished a $ 2,325,000 liability the company owed to the lender under

a prior agreement dated March 24, 2025

July 15, 2025, the company entered into a $ 2,000,000

Promissory Note, intended for working capital.

The note carries

fixed annual interest rate and a 5 %

original issue discount, with a maturity date of March

NextNRG elected to satisfy the $ 360,000

interest by issuing 197,802

restricted shares of common stock, at approximately $ 1.82

per share, as well as 126,373 shares of common stock as commitment

August 4, 2025, the Company entered into Equipment Lease Schedule No.

002 under its Master Lease Agreement with Equify Financial, LLC

to lease fuel trucks and related equipment totaling $ 1,164,600 .

The 36-month lease requires one initial payment of $ 35,685 and 35 monthly

payments of $ 35,685 commencing September 20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option

Lease proceeds were disbursed as $820,600 to the Company, $234,000 to AlCourt LLC, and $110,000 for tax, title, and license.

August 8th the Company entered into an agreement with Michael Weisz and his company Buckingham Consultants LLC whereby Mr.

serve as a member of the Company’s advisory board.

Under the Agreement Mr.

Weisz will receive 1,250,000 shares of the Company’s

common stock subject to time-based vesting requirements, and upon the sooner of 90 days from the execution of the agreement or the C ompany

completing a $ 25 Million capital raise Mr Weisz will begin receiving a $ 10,000 per month fee.

Additionally, Mr.

Weisz will be entitled

to certain bonuses under the Agreement.

October 6, 2025, October 22, 2025, and November 12, 2025, the Company entered into a series of secured convertible promissory notes with

Gilda Securities LLC and Chi Squared Capital Inc., which together resulted in an aggregate principal amount of $ 6,490,000 and net proceeds

of approximately $ 5,000,000 after original issue discounts.

The notes are secured by a security interest in the Company’s assets

and are convertible into common stock pursuant to standard conversion mechanics.

As of the date of this filing, the October 6, 2025 note

has been fully converted, and the October 22, 2025 and November 12, 2025 notes remain outstanding.

October 1, 2025 and November 13, 2025, the Company issued shares of common stock pursuant to previously authorized agreements, summarized

Issuances related to reductions of debt under outstanding convertible notes:

Company issued an aggregate 1,054,595 shares to noteholders during the period in satisfaction of obligations owed under outstanding convertible

notes, including issuances associated with the Company’s arrangements with Gilda Securities and Chi Squared.

Issuance of Preferred A and B dividends:

October 20, 2025, the Company issued 62,839 shares of common stock as dividends on its outstanding Series A and Series B Preferred Stock.

Consultant and service-related issuances:

the period, the Company issued an aggregate 1,848,868 shares to consultants and service providers in exchange for services pursuant to

existing agreements and the Company’s 2023 Equity Incentive Plan.

Company evaluated all subsequent events through the date the financial statements were issued and determined that, except as disclosed

above, no other subsequent events required recognition or additional disclosure.

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