What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 829 added, 1084 removed, 1153 unchanged (62% of the section changed)

2 unchanged sentences

EZFill Holdings, Inc.)

Balance Sheets

For the nine months ended

For the Year ended

September 30,

Current Assets

Consolidated Balance Sheets

Accounts receivable - net

Prepaids and other

Total Current Assets

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

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

current assets

Property and equipment -

Operating lease - right-of-use

asset - related party

Operating lease - right-of-use

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses - related

Accounts payable and accrued expenses

6 unchanged sentences

Operating lease liability

Dividends payable (common stock) - related parties

Dividends payable (common

stock) - related parties

Total current liabilities

Long Term Liabilities

Notes payable - net

Financing lease liability

Operating lease liability

Operating lease liability - related party

Operating lease liability

- related party

Operating lease liability

Total long-term liabilities

Total Liabilities

Commitments and contingencies

Stockholders’ Equity (Deficit)

Stockholders’ deficit

Convertible preferred stock - Series A, $ 0.0001

shares designated;

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

issued and outstanding, respectively

Convertible preferred stock - Series B, $ 0.0001

shares designated 140,000

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

Preferred stock

150,000 shares designated 140,000 issued and outstanding, respectively

Preferred stock value

Common stock - $ 0.0001

par value, 500,000,000

shares authorized 128,106,020

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

shares authorized and 156,588,255

shares issued and outstanding

Additional paid-in capital

2 unchanged sentences

( 153,942,132 )

Stockholders’ Equity (Deficit)

Stockholders’ deficit

( 19,577,216 )

1 unchanged sentence

Non-controlling interest

Total Stockholders’ Equity (Deficit)

( 2,470,848 )

( 2,437,380 )

Total Liabilities and Stockholders’ Equity (Deficit)

stockholders’ deficit

( 22,048,064 )

( 22,114,845 )

liabilities and stockholders’ deficit

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

and Subsidiaries

EzFill Holdings, Inc.)

Statements of Operations

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

Consolidated Statements of Operations

Three Months Ended March 31,

Costs and expenses

Cost of sales

General and administrative expenses

Depreciation and amortization

Impairment loss

Total costs and expenses

2 unchanged sentences

( 5,753,872 )

( 45,521,442 )

( 7,445,058 )

Other income (expense)

Interest income

Gain (loss) on settlement of liabilities

( 1,592,837 )

( 2,727,781 )

Interest expense (including amortization of debt discount)

( 4,391,950 )

( 6,786,885 )

( 12,034,378 )

Interest expense (including

amortization of debt discount)

( 3,323,397 )

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( 8,937,999 )

( 11,395,870 )

( 14,974,993 )

( 10,618,576 )

( 60,046,267 )

( 18,840,928 )

Non-controlling interest

$ ( 745,412 )

$ ( 928,386 )

Non-controlling interest before preferred stock dividends

( 14,124,837 )

Net loss available to common stockholders

before preferred stock dividends

( 10,733,024 )

( 8,787,534 )

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 - 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

Net loss available to common stockholders - basic and diluted

$ ( 14,298,275 )

$ ( 10,618,576 )

loss available to common stockholders - basic and diluted

( 10,880,521 )

3 unchanged sentences

Weighted average number of shares - basic and diluted

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

and Subsidiaries

EzFill Holdings, Inc.)

Statements of Changes in Stockholders’ Deficit

the Nine Months Ended September 30, 2025

A - Convertible

Stock - Related Party

Consolidated Statements of Changes in Stockholders’ Deficit

the Three Months Ended March 31, 2026

Preferred Stock

Preferred Stock -

Related Party

Non-Controlling

Stockholders’

December 31, 2024

$ 134,250,385

$ ( 153,942,132 )

Contributed Capital

Stock based compensation - related parties

Stock issued for cash

Cash paid as direct offering cost

$ ( 2,437,380 )

$ ( 22,114,845 )

Stock issued for services

Stock issued as loan extension fee

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

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

Par value true up adjustment

Non-controlling interest

( 8,787,534 )

March 31, 2025

$ ( 76,496,673 )

$ ( 150,465 )

$ ( 5,712,133 )

Stock issued for services

Stock issued for prepaid services

Stock issued as loan extension fee

Stock issued for conversion of accounts payable

Stock issued for conversion of notes 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

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

Non-controlling interest

( 36,100,766 )

June 30, 2025

$ ( 112,770,877 )

$ ( 182,974 )

$ ( 13,827,002 )

Conversion of Series A convertible preferred

stock to common stock

Cash paid as direct offering cost

Stock issued for cash

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

Series B - convertible preferred stock dividends

- payable in common stock

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

2 unchanged sentences

$ 145,142,270

September 30, 2025

$ ( 164,735,156 )

1 unchanged sentence

$ ( 22,048,064 )

$ ( 17,269,661 )

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements

and Subsidiaries

EzFill Holdings, Inc.)

Statements of Changes in Stockholders’ Deficit

the Nine Months Ended September 30, 2024

Consolidated Statements of Changes in Stockholders’ Deficit

Preferred Stock

Preferred Stock -

Related Party

Non-Controlling

Stockholders’

December 31, 2023

$ ( 67,535,701 )

1 unchanged sentence

Contributed Capital

Stock based compensation - related parties

Stock issued for services

( 2,675,252 )

March 31, 2024

$ ( 48,533,969 )

$ ( 4,729,468 )

Stock based compensation - related parties

Stock issued as debt issue costs - related party

Stock issued for prepaid services

( 5,616,385 )

June 30, 2024

$ ( 54,150,354 )

$ ( 8,505,969 )

Conversion of Series A convertible preferred

stock to common stock

Cash paid as direct offering cost

( 1,557,005 )

Stock issued for cash

Stock issued as loan extension fee

Equity issued for loan fees

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

Series A - convertible preferred stock dividends

- payable in common stock

Series B - convertible preferred stock dividends

- payable in common stock

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 conversion of accounts payable

Stock issued for conversion of notes payable

Par value true up adjustment

Non-controlling interest

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

( 8,787,534 )

September 30, 2024

$ ( 76,496,673 )

1 unchanged sentence

$ ( 5,712,133 )

( 7,683,724 )

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements

and Subsidiaries

EzFill Holdings, Inc.)

Statements of Cash Flows

For the Nine Months Ended September 30,

Operating activities

$ ( 60,046,267 )

Consolidated Statements of Cash Flows

Months Ended March 31,

Cash flows used in operating activities

Net loss including non-controlling

$ ( 8,937,999 )

Adjustments to reconcile net loss to net cash used in operations

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

Amortization of intangible assets

Amortization of operating lease - right-of-use

asset - related party

Amortization of debt discount

Bad debt expense

Stock issued in connection with loan interest expense

Stock issued in connection with loan extension

Stock issued for services

Stock issued for services - related parties

Default penalty interest expense

Gain (loss) on settlement of sale of vehicles

Loan forgiveness - other income

Changes in operating assets and liabilities

(Increase) decrease in

Accounts receivable

1 unchanged sentence

Prepaids and other

Increase (decrease) in

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Accounts payable and accrued expenses - related

Operating lease liability

1 unchanged sentence

Net cash used in operating activities

Investing activities

Advances – related party

Cash proceeds from sale of trucks

Purchase of fixed assets - net of refunds on prior purchases

Net cash used provided by (used in) investing activities

Financing activities

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

( 5,771,840 )

Cash flow from investing activities

Net cash used in investing activities

Cash flow from financing activities

Proceeds from notes payable

Proceeds from notes payable - related party

Proceeds from notes payable - related parties

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common stock

Cash paid for direct offering costs - common

( 1,557,005 )

1 unchanged sentence

( 14,275,603 )

Repayments on loan payable - related party

Repayments on financing lease liability

Repayments on advances payable - related party

Net cash provided by financing activities

Net decrease in cash

Net increase (decrease) in cash

Cash - beginning of period

3 unchanged sentences

Cash paid for income tax

Supplemental disclosure of non-cash investing and financing activities

Contributed Capital

Reclassification of prior period deposit to purchase of vehicles (Yoshi)

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

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

Issuance of common stock for Series A dividend shares payable

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

Stock issue to settle accounts payable

Acquisition of Stat-EI assets

Supplemental disclosure of non-cash investing

and financing activities

Stock issued for conversion of notes payable

Reclassification of prior period deposit to

purchase of vehicles (Yoshi)

Right-of-use asset obtained in exchange for

new operating lease liability - related party

Debt discount (OID) in connection with the

issuance of notes payable

Series A and B convertible - preferred stock

dividends - payable in common stock

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 – related party

Series B – convertible preferred stock

distribution - prior investment - related party

Conversion of Series A preferred stock to common stock

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 - Organization and Nature of Operations

and Nature of Operations

(formerly known as EzFill Holdings, Inc.) and its subsidiaries (“Next,” “NextNRG,” “we,” “our”

or the “Company”), operates an on-demand mobile gas delivery service as well as beginning to provide services as a renewable

energy company focused on developing and deploying wireless electric vehicle charging technology integrated with battery storage and

solar energy solutions.

(formerly known as EzFill Holdings, Inc.) and its subsidiaries (“Next,” “NextNRG,” “we,”

“our” or the “Company”), was incorporated on April 20, 2016, in the State of Florida.

The Company operates

an on-demand mobile gas delivery service as well as beginning to provide services as a renewable energy company focused on

developing and deploying wireless electric vehicle charging technology integrated with battery storage and solar energy

LLC was established on July 27, 2016 in the State of Florida.

The assets of EzFill-FL, LLC constituting the mobile fueling business were

acquired as of April 9, 2019 by EzFill Holdings, Inc.

(“EZFL”), which was incorporated on March 28, 2019, in the State of

of Organizational Structure

1 unchanged sentence

Incorporation

State of Incorporation

NextNRG Holding Corp.

April 20, 2016

NextNRG, Inc.

of Incorporation

Holding Corp .

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

March 28, 2019

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

August 31, 2023

Next/Ingle Holdings, LLC *

December 3, 2024

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.

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

Holdings, LLC *

NextCharging,

Operations, LLC

Fuel Holdings, LLC

Topanga Microgrid LLC

Sunnyside Microgrid LLC

* The Company owns 50% of

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

Control Merger (Related Party)

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to NextNRG, Inc.

NRG Business Overview of NextNRG

NRG Business Overview

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

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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;

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

individual shareholder;

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

Farkas had the ability to influence critical financial decisions;

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.

Farkas had the ability

to influence critical financial decisions;

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.

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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

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Earnings per Share (“EPS”)

adjustments are required when a change in the capital structure occurs through a stock dividend, stock split, or reverse split.

control transactions are typically accounted for on a carryover basis, the historical EPS is not retroactively adjusted for such

stock issuances unless the transaction’s structure meets the criteria for a capital structure change (i.e.

a stock dividend

● Retroactive

adjustments are required when a change in the capital structure occurs through a stock dividend,

stock split, or reverse split.

Common control transactions are typically accounted for on

a carryover basis, the historical EPS is not retroactively adjusted for such stock issuances

unless the transaction’s structure meets the criteria for a capital structure change

a stock dividend or split).

vested shares are included in diluted EPS.

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to equity, typically reflected in APIC.

the future, the Company expects to record permanent equity reclassifications at the individual entity level to eliminate these historical

intercompany equity balances.

These adjustments will not be processed as temporary consolidation-level eliminations but will instead

be reflected directly in APIC to present the economic substance of the transaction consistent with the principles of common control accounting.

This approach ensures that the consolidated financial statements do not reflect duplicative equity or investment balances and avoids

the continued need for recurring consolidation-level elimination entries.

the future, the Company expects to record permanent equity reclassifications at the individual entity level to eliminate these

historical intercompany equity balances.

These adjustments will not be processed as temporary consolidation-level eliminations but

will instead be reflected directly in APIC to present the economic substance of the transaction consistent with the principles of

common control accounting.

This approach ensures that the condensed consolidated financial statements do not reflect duplicative

equity or investment balances and avoids the continued need for recurring consolidation-level elimination entries.

equity adjustments had no impact on the Company’s consolidated net income, cash flows, or total stockholders’ deficit.

Company may continue to evaluate and adjust legacy intercompany equity positions in future periods as part of its ongoing consolidation

line item “Common Control Adjustments” presented within the consolidated statement of changes in stockholders’ deficit

represents reclassifications of historical intercompany equity balances resulting from prior transactions among entities under common

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

line item “Common Control Adjustments” presented within the condensed consolidated statement of changes in

stockholders’ deficit represents reclassifications of historical intercompany equity balances resulting from prior

transactions among entities under common control.

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

capital transactions.

Executive Officer Transition

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of Presentation

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.

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

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

adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated

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

accompanying unaudited condensed 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.

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

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

March 31, 2026 and the results of operations and cash flows for the periods presented.

The results of operations for the three

months ended March 31, 2026 are not necessarily indicative of the operating results for the full fiscal year or any future

unaudited condensed 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, 2025 filed with the SEC on April

16, 2026, as the same may be updated from time to time.

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

reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the condensed consolidated results of its operations for the periods presented.

and Going Concern

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

reflected in the accompanying unaudited condensed consolidated financial statements, for the three months ended March 31, 2026, the

loss available to common stockholders of $ 10,880,521 ;

1 unchanged sentence

Additionally,

at September 30, 2025, the Company had:

at March 31, 2026, the Company had:

● Accumulated

deficit of $ 164,735,156

18 unchanged sentences

The Company had cash on hand

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

of $ 208,048 as of March 31, 2026.

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

3 unchanged sentences

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

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

ending March 31, 2027, 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.

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

unaudited condensed 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:

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with other operating businesses for strategic opportunities;

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

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

2 - Summary of Significant Accounting Policies

of Consolidation

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

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”.

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

GAAP and include the accounts of the Company

and its wholly owned subsidiaries.

The Company consolidates entities where it has a controlling financial interest, as defined by

ASC 810, “Consolidation”.

accordance with ASC 810-10, consolidation applies to:

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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transactions classified as business combinations, the Company:

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition

date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value of net assets acquired, including any previously

held equity interests (ASC 805-30-30-1).

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests

at their fair values at the acquisition date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value

of net assets acquired, including any previously held equity interests (ASC 805-30-30-1).

acquisition-related costs as incurred, per ASC 805-10-25-23.

preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC

805-10-25-13.

Adjustments beyond the measurement period are recorded in earnings.

preliminary purchase price allocations, with adjustments permitted within the measurement

period (not exceeding one year) per ASC 805-10-25-13.

Adjustments beyond the measurement

period are recorded in earnings.

judgments in fair value determinations include:

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transactions classified as asset acquisitions under ASC 805-50, the Company:

the “screen test” to determine whether substantially all of the fair value of gross assets acquired is concentrated in

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);And

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

the “screen test” to determine whether substantially all of the fair value of

gross assets acquired is concentrated in 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);

● Capitalizes

direct acquisition costs as part of the asset’s cost, unlike business combinations

where such costs are expensed (ASC 805-50-25-1).

classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen

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S-X, Rule 3-05:

Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w).

Requires separate financial statements of the acquired business if it meets

significance thresholds under Rule 1-02(w).

S-K, Item 101:

Requires disclosure of the impact of material acquisitions on the Company’s business operations.

Requires disclosure of the impact of material acquisitions on the Company’s

business operations.

S-K, Item 303:

Mandates discussion of the impact of acquisitions on the Company’s financial condition and results of operations

in Management’s Discussion and Analysis .

Mandates discussion of the impact of acquisitions on the Company’s financial

condition and results of operations in Management’s Discussion and Analysis .

S-X, Article 11:

1 unchanged sentence

8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse mergers.

Immediate reporting requirements for material acquisitions, including reverse

Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC

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

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

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

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 in two reportable segments,

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

of ASU 2023-07 – Segment Reporting

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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.

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

of Estimates and Assumptions

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

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

estimates for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively, include:

for doubtful accounts and other receivables

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Key factors contributing to variability in sales and earnings include:

Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and

shifts in market demand.

Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected

by industry trends, seasonality, and shifts in market demand.

Macroeconomic

Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may

impact consumer purchasing behavior and the Company’s revenue streams.

Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing

pressures can lead to fluctuations in gross margins and profitability.

Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest

rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s

revenue streams.

Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain

disruptions, and competitive pricing pressures can lead to fluctuations in gross margins

and profitability.

these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting

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820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:

1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets.

2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities

or inputs that are directly or indirectly observable.

3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available

1 – Quoted market prices (unadjusted) for identical assets or liabilities in active

2 – Observable inputs other than quoted prices in active markets, such as quoted prices

for similar assets and liabilities or inputs that are directly or indirectly observable.

3 – Unobservable inputs that require significant judgment, including management assumptions

and estimates based on available market data.

classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value

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party balances)— are recorded at historical cost.

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

As of March 31, 2026 and December 31, 2025, respectively, the carrying amounts

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

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and Cash Equivalents and Concentration of Credit Risk

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

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

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

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

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

March 31, 2026 and December 31, 2025, 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 .

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

insured limits.

March 31, 2026 and December 31, 2025, 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

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gains and losses, including impairments, are recorded in net income in accordance with ASC

basis for sales is determined using the first-in, first-out (“FIFO”) method, per ASC 320-10-35-4.

and discounts on AFS debt securities are amortized using the straight-line method over the security’s life, in accordance with

ASC 320-10-35-10.

320-10-35-25.

basis for sales is determined using the first-in, first-out (“FIFO”) method,

per ASC 320-10-35-4.

and discounts on AFS debt securities are amortized using the straight-line method over the

security’s life, in accordance with ASC 320-10-35-10.

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

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

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

the three months ended March 31, 2026 and 2026, respectively, there were no impairments taken.

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

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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 September 30, 2025 and December 31, 2024:

following is a summary of the Company’s accounts receivable at March 31, 2026 and December 31, 2025:

Schedule of Accounts Receivable

September 30,

Accounts receivable

allowance for doubtful accounts

Accounts receivable - net

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

allowance for doubtful

Accounts receivable -

the three months ended March 31, 2026 and 2025, bad debt was as follows:

Bad debt expense

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 condensed consolidated

statements of operations.

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

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assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary.

The Company evaluates factors such as:

Company evaluates factors such as:

conditions affecting fuel prices;

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

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.

the three months ended March 31, 2026 and 2025, respectively, the Company did no t record any provisions for inventory obsolescence or

March 31, 2026 and December 31, 2025, the Company had inventory of $ 839,106 and $ 609,861 , respectively.

Concentrations

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Schedule of Concentration of Risk

Nine Months Ended September 30,

Ended September

Nine Months Ended September 30,

Months Ended March 31,

Concentration risk percentage

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● Diversification

of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts.

Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary.

Contingency Planning – Identifying alternative vendors to mitigate the impact of potential supply chain disruptions.

of Customer Base – Actively seeking new customers to reduce reliance on a small number

of key accounts.

Risk Management – Regularly reviewing customer creditworthiness and adjusting credit

terms as necessary.

Contingency Planning – Identifying alternative vendors to mitigate the impact of potential

supply chain disruptions.

Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier

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Factors considered include, but are not limited to:

● Significant

changes in expected performance compared to prior forecasts;

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the undiscounted cash flows exceed the carrying amount, no impairment is recognized.

the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying

amount over the fair value of the asset (ASC 360-10-35-18).

the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized,

measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18).

Software Considerations

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

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

the three months ended March 31, 2026 and 2025, the Company did not record any impairment losses.

Issue Discounts (“OIDs”) and Other Debt Discounts

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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.

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

and Other Equity Issued with Debt

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

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

the unaudited condensed 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

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determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC

Factors considered include:

considered include:

useful life of leasehold improvements relative to the lease term;

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suggest the carrying amount may not be recoverable.

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

No impairments of ROU assets were recognized for the three months ended March 31,

2026 and 2025, respectively.

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payment terms are identified, and the consideration is determinable.

is probable that the Company will collect the consideration in exchange for the goods or services transferred.

is probable that the Company will collect the consideration in exchange for the goods or

services transferred.

for mobile fuel sales and memberships meet these criteria.

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Company has determined that its contracts, based on sales type, contain two distinct performance obligations:

Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery.

Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer

benefits from access to services throughout the period.

Sales – The delivery of fuel to a customer, with revenue recognized at the point of

Fees – Monthly membership services, with revenue recognized over time within a one-month

membership cycle, as the customer benefits from access to services throughout the period.

performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22.

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consideration – Prices are clearly stated and do not vary based on performance.

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

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.

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

During the three months ended March 31, 2026 and 2025, 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.

Allocate the Transaction Price to Performance Obligations

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Control transfers at the time of fuel delivery, at which point revenue is recognized.

Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services

throughout the month.

Revenue is recognized over time within a one-month cycle, as customers receive continuous

access to fuel delivery services throughout the month.

Company does not recognize revenue based on customer invoicing dates;

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

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:

of March 31, 2026 and December 31, 2025, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the three months ended March 31, 2026 and 2025:

Schedule of Disaggregation of Revenue

Nine Months Ended September 30,

Months Ended March 31,

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

These costs primarily include:

Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation

Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel.

Costs – The cost of procuring fuel for resale, including fluctuations in market pricing,

supplier agreements, and transportation expenses.

Wages and Benefits – Compensation, payroll taxes, and employee benefits associated

with the Company’s delivery personnel.

of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services.

1 unchanged sentence

costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers.

do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs.

Accordingly, depreciation and amortization are separately classified in the consolidated statements of operations and are not recorded

in cost of sales.

costs do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel

Accordingly, depreciation and amortization are separately classified in the condensed consolidated statements of operations

and are not recorded in cost of sales.

Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes.

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

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 nine months ended September 30, 2025 and 2024, respectively.

of March 31, 2026 and December 31, 2025, 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 condensed consolidated

statement of operations (ASC 740-10-45-25).

interest and penalties were recorded for the three months ended March 31, 2026 and 2025, respectively.

of Deferred Tax Assets

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earnings trends (cumulative pre-tax income or losses in the most recent three-year period)

financial projections, including expected taxable income based on long-term estimates of business performance and market conditions

financial projections, including expected taxable income based on long-term estimates of

business performance and market conditions

carryforward periods for net operating losses and other deferred tax assets

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and predictability of temporary differences and the timing of their reversal

of financial forecasts to external factors such as commodity prices, market demand, and operational risks

● Sensitivity

of financial forecasts to external factors such as commodity prices, market demand, and operational

cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation

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Allowance Determination

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

March 31, 2026 and December 31, 2025, respectively, the Company recorded a full valuation allowance against its deferred tax assets,

resulting in a net carrying amount of $ 0 .

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if sufficient positive evidence emerges to support their realization.

costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as operating

expenses in the period in which they are incurred and are classified within general and administrative expenses in the consolidated statements

of operations.

costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as

operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the

condensed consolidated statements of operations.

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 nine months ended September 30, 2025 and 2024, respectively as follows:

Company recognized marketing and advertising costs during the three months ended March 31, 2026 and 2025, respectively as follows:

Schedule of Marketing and

Advertising Costs

September 30, 2025

Total Sales and Marketing

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Treasury securities with similar maturities.

life of the option – Estimated based on historical exercise patterns and contractual terms.

life of the option – Estimated based on historical exercise patterns and contractual

Additionally,

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Treatment of Warrants

issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital

(APIC), in accordance with ASC 815-40-25.

issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no

service period exists, as per ASC 718-10-25.

classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with

changes recognized in earnings, following ASC 815-40-35.

issued in conjunction with common stock issuance are initially recorded at fair value as

a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25.

issued for services are recorded at fair value and expensed over the requisite service period

or immediately upon issuance if no service period exists, as per ASC 718-10-25.

classified as liabilities due to settlement features or pricing adjustments are remeasured

at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35.

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

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EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:

earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings

to participating securities.

earnings available to common shareholders represent net earnings to common shareholders,

adjusted for the allocation of earnings to participating securities.

are not allocated to participating securities in accordance with ASC 260-10-45-61.

denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted

stock units (“RSUs”), for which no future service is required.

denominator includes common shares outstanding and certain other shares committed to be issued,

such as restricted stock and restricted stock units (“RSUs”), for which no future

service is required.

Earnings Per Share (EPS)

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on dilutive mandatorily redeemable convertible preferred shares

by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common

stock equivalents during the period, such as:

by the weighted average number of common shares outstanding and certain other shares committed

to be issued, plus all dilutive common stock equivalents during the period, such as:

■ Convertible

preferred stock

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

or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

■ Convertible

shares and unvested share-based payment awards that contain nonforfeitable rights to dividends

or dividend equivalents (whether paid or unpaid) qualify as participating securities under

the two-class method, per ASC 260-10-45-62.

Loss Per Share Considerations

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

the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security

under ASC 260-10-45-59.

granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend

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

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

the requisite service is rendered for the right to retain the award, these instruments meet

the definition of a participating security under ASC 260-10-45-59.

granted under an executive compensation plan, however, are not considered participating securities

because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

following potentially dilutive equity securities outstanding for the three months ended March 31, 2026 and 2025, were as follows:

Schedule of Dilutive Equity Securities Outstanding

September 30, 2025

Series A, preferred stock

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

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

on the potential common stock equivalents noted above at March 31, 2026, the Company has sufficient authorized shares of common stock

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

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

As a result, all share and per share amounts

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

Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k).

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affiliated with principal owners or management through direct or indirect ownership.

with which the Company has significant transactions, where one party has the ability to exercise control or significant influence

over the management or operating policies of the other.

with which the Company has significant transactions, where one party has the ability to exercise

control or significant influence over the management or operating policies of the other.

party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company

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amounts due to or from related parties as of the reporting date.

other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

other elements necessary for a clear understanding of the transactions’ effects on

the financial statements.

are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose

material related party transactions and their effects on the financial position and results of operations.

Note 1, which discusses the common control merger between the Company and Next Holding, on February 13, 2025.

Note 1, which discusses the common control merger between the Company and Next Holding, on

February 13, 2025.

Note 4 for accrued liabilities – related parties.

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

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

and 104,000 shares have vested, respectively.

March 31, 2026 and December 31, 2025, 114,000 and

114,000 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

3 unchanged sentences

Company adopted ASU 2023-07 on January 1, 2024.

The adoption did not have a material impact on the Company’s consolidated financial

The adoption did not have a material impact on the Company’s condensed

consolidated financial statements.

Issued Accounting Standards Not Yet Adopted

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

equity, or cash flows.

equity, or cash flows and did not affect previously reported consolidated net income (loss) or financial position.

3 – Property and Equipment

9 unchanged sentences

( 5,428,513 )

Total property and equipment - net

Total property and equipment

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.

* In 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.

on Future Asset Purchase - Yoshi

8 unchanged sentences

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.

and amortization expense for the three months ended March 31, 2026 and 2025, was $ 1,071,073 and $ 733,336 , respectively, which was reported

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

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

consolidated statements of operations.

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

condensed consolidated statements of operations.

4 – Accounts Payable and Accrued Liabilities including Related Parties

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

payable and accrued liabilities were as follows at March 31, 2026 and December 31, 2025, respectively:

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities

Accounts payable

Accrued salaries

Accrued expenses - other

Total accounts payable and accrued liabilities

Accounts payable and accrued liabilities - related parties

Accrued guarantee fee - Chief Executive Officer

Accrued interest payable - related parties

Total accounts payable and accrued liabilities - related parties

Arrangement – Chief Executive Officer

March 25, 2025, the Company entered into an agreement with its Chief Executive Officer.

Under this agreement, in exchange for personally

guaranteeing certain Company debt transactions, the Chief Executive Officer will receive a fee equal to 3 % of the guaranteed debt.

fee will be repaid when the funds are received.

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.

Accounts payable and accrued liabilities

- non-related parties

Accrued liabilities - related parties

Accrued interest payable

- related parties

Total accounts payable

and accrued liabilities

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 March 31, 2026 and December 31, 2025, respectively.

Payable – Related Parties

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

following is a summary of the Company’s notes payable – related parties at March 31, 2026 and December 31, 2025:

of Notes Payable

Balance - December 31, 2025

Balance - December 31, 2024

Debt discount

1 unchanged sentence

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

Balance – March 31, 2026

following is a detail of the Company’s advances payable – related parties terms and history of each advance at March 31,

2026 and December 31, 2025:

of Advances Payable Related Parties

Chief Executive Officer/>50% control person

Chief Executive Officer/>50%

control person

Due on demand

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

following represents the terms and balances of the Company’s notes payable March 31, 2026 and December 31, 2025, respectively:

of Terms of Notes Payable

April 24, 2024

March 26, 2025

August 19, 2024

November 26, 2024

June 20, 2025

August 19, 2024

November 26, 2024

August 16, 2024

February 25, 2025

October 7, 2024

Underlying vehicle

of Notes Payable

Nine Months Ended September 30, 2025

$ ( 141,612 )

Months Ended March 31, 2026

( 1,375,000 )

2 unchanged sentences

$ ( 1,140,100 )

Year Ended December 31, 2025

( 2,500,000 )

9 unchanged sentences

( 1,075,000 )

Year Ended December 31, 2024

( 1,075,000 )

9 unchanged sentences

#16, #20, #30-31 and #41 represent merchant cash advance (“MCA”) agreements entered into by the Company.

arrangements, the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs,

in exchange for a fixed repayment obligation that typically exceeds the net funds received.

Under these arrangements,

the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs, in exchange for

a fixed repayment obligation that typically exceeds the net funds received.

terms generally range from 21 to 78 weeks and are structured as daily or weekly fixed remittances.

5 unchanged sentences

These refinancing arrangements often involve:

the proceeds of a new advance to pay off the remaining balance of a prior loan, including any unpaid fees or penalties;

the proceeds of a new advance to pay off the remaining balance of a prior loan, including

any unpaid fees or penalties;

multiple MCA balances into a single new obligation;

overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate repayment obligations.

● Structuring

overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate

repayment obligations.

refinancing may provide short-term liquidity relief, it often results in higher cumulative borrowing costs due to upfront fees and the

7 unchanged sentences

options to manage cash flow and covenant compliance under these agreements.

November 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.

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.

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 .

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

These fees totaling

$ 440,000 were recorded both as an original discount and accrued expenses.

In the event of default, the note would accrue interest at

In February 2025, the Company obtained an additional 30-day extension, with a new maturity date occurring in March 2025, in exchange

for $ 200,000 .

The loan was repaid in March 2025.

the years ended December 31, 2023 and 2024, the Company entered into and amended three unsecured promissory notes totaling $ 2,420,000

(see below for Notes #1, #2 and #3) with a former related party at the time of the transaction.

These notes were initially issued with

original issue discounts and additional common stock issuances classified as debt discounts totaling $ 1,361,400 .

Of the total debt discounts

recognized, $ 1,192,637 was amortized to interest expense in 2023, the remaining balance of $ 168,763 was amortized to interest expense

Issuance Terms

Issued in April 2023 with a face value of $ 1,500,000 , net proceeds of $ 1,210,000 after $ 290,000 in discounts and transaction

The Company committed to issue 100,000 shares of common stock as additional interest, of which 40,000 were issued at inception

($ 256,000 ) and 60,000 if an extension would be needed.

The extension was granted in October 2023 and the Company recognized additional

interest expense of $ 291,000 .

The Company recognized total debt discounts of $ 546,000 .

Upon amendment of terms, the Company evaluated

the changes under ASC 470-50-40, Debt Modifications and Extinguishments , and determined the modification constituted a substantial

change, resulting in a loss on debt extinguishment of $ 291,000 .

Issued in July 2023 with a face value of $ 600,000 , net proceeds of $ 511,100 after $ 88,900 in cash discounts and fees.

also issued 60,000 shares of common stock ($ 406,500 ), resulting in total debt discounts and issuance costs of $ 495,400 amortized

to interest expense over the life of the note.

Issued in October 2023 with a face value of $ 320,000 and net proceeds of $ 272,000 after an original issue discount of $ 48,000 .

The Company agreed to issue 104,000 shares of common stock valued at $ 539,760 ;

however, due to the 9.99 % ownership blocker provision,

these shares were classified as common stock issuable in the consolidated balance sheets.

Total debt discount was limited to $ 320,000

in accordance with ASC 835-30-25-2 which limits discounts to the face amount of the instrument.

Amendment and Default Conversion Features

January 17, 2024, the Company and the lender executed a global amendment to the terms of Notes #1, #2, and #3:

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 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.

Company evaluated the amended conversion feature and determined that in the event of default, the instruments may contain an embedded

derivative requiring bifurcation and fair value recognition under ASC 815, Derivatives and Hedging .

The Company determined

that there was no event of default.

Given the floor price, the Company determined no derivative liability would exist, and no derivative

liabilities were required to be recorded.

Extension-Related

Stock Issuances

January 2024, the Company was obligated to issue 72,000 common shares (valued at $ 270,000 , $ 3.75 /share) as consideration for extending

the maturities of Notes #2 and #3 to April 19, 2024.

May 9, 2024, the Company further extended all three notes to July 17, 2024, resulting in an obligation to issue an additional 66,000

shares (valued at $ 407,550 , $ 6.18 /share).

total, the Company had an obligation to issue 138,000 shares of common stock with a fair value of $ 677,500 .

to the 9.99 % equity cap, these shares were not immediately issued and were recognized as additional interest expense.

to Series A Convertible Preferred Stock

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

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:

of Debt Extinguishment

Valuation inputs

Market price per share of common stock - on date of issuance

Discount to market price on date of issuance

Conversion price per share

Series A convertible preferred stock - stated value per share

Conversion price per share

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

Series A preferred shares issued

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

Equivalent common shares

Market price per share of common stock - on date of issuance

As converted valuation of Series A convertible preferred stock

Debt converted in exchange for Series A convertible preferred stock

Loss on debt extinguishment - related party

Company accounted for the conversion as an extinguishment of debt under ASC 470-50, and the difference between the fair value of the

equity issued and the carrying amount of the debt was recorded as a loss on debt extinguishment.

Stock Issuable – 242,000 Shares

connection with the initial debt issuances and amendments discussed above, the Company had previously classified 242,000 common shares

as common stock issuable due to the 9.99 % ownership blocker.

Upon conversion of all outstanding debt on August 16, 2024, these shares

were formally issued to the lender.

Since the shares had already been reflected in equity, there was no incremental impact to stockholders’

deficit upon issuance.

October 2024, the Company entered into five unsecured, non-interest-bearing notes with an aggregate principal amount of $ 5,000,000 and

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

The remaining unamortized debt discount of $ 83,547 was amortized on an accelerated basis as interest expense through the repayment date.

January 2024, the Company acquired 100 % of the equity interests in STAT in exchange for $ 5,500,000 .

STAT has patented technology that

will be used in the Company’s expected future operations.

Prior to the acquisition, the operations of STAT were insignificant.

2023, the Company paid a deposit of $ 250,000 towards this acquisition.

In 2024, the Company paid an additional $ 1,550,000 for total cash

consideration paid of $ 1,800,000 at closing.

The balance of $ 3,700,000 was financed through a note payable.

This note bears interest

at 7 %, is unsecured was due in May 2024 (“initial maturity date”).

The Company also has the option to extend the due date

to July 2024 for no additional consideration or change in terms (See Note 10).

Subsequent to the initial maturity date, the lender has

agreed to extend the due date of the note multiple times, for payments of $ 130,000 , respectively.

Each of these payments was recorded

as interest expense.

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 consolidated statements

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.

7 unchanged sentences

The loan was due March 31, 2025.

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

On June 26, 2025, the note was extended until September 1, 2025.

On September 1, 2025

the note was extended until October 1, 2025.

On October 1, 2025, the note was extended to November 1, 2025.

The Company is currently

negotiating an additional extension of the due date, and as of the date of this filing the note is in default.

note held no issuance discount or interest rate.

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

7 unchanged sentences

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 .

During the three months ended March 31, 2026, the Company converted

the remaining balance of $ 1,375,000 into shares of common stock and amortized $ 140,289 in debt discount.

November 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.

7 unchanged sentences

( 28 %), resulting in the recording of an additional $ 814,417 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.

of March 31, 2026, there was a $ 200,200 remaining balance on this note.

conjunction with Loan #37, the Company issued a note in the principal amount of $ 295,000 and warrants to purchase 75,000 shares of common

6 unchanged sentences

$ 213,558 to the debt instrument ( 72 %) and $ 81,442 to the warrants ( 28 %), resulting in the recording of $ 81,442 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.

of March 31, 2026, there was a $ 91,000 remaining balance on this note.

Payable – Vehicles (Loan # 29)

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

following is a summary of the Company’s notes payable for its vehicles at March 31, 2026 and December 31, 2025, respectively:

of Notes Payable - Vehicles

Balance - December 31, 2025

Balance - December 31, 2024

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:

Balance - March 31, 2026

following is a detail of the Company’s notes payable for its vehicles at March 31, 2026 and December 31, 2025, respectively:

of Detailed Company’s Notes Payable

Notes Payable - Vehicles

Interest Rate

January 15, 2021

November 15, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

Payable - Vehicles

January 15, 2021

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

August 4, 2022

August 18, 2025

August 4, 2022

August 18, 2025

November 15, 2025

November 11, 2025

November 1, 2021

November 11, 2025

November 1, 2021

November 11, 2025

April 27, 2022

4 unchanged sentences

of Maturities of Long Term Debt

For the Year Ending December 31,

Vehicle Notes

Ending December 31,

2026 (9 months)

3 unchanged sentences

This determination requires significant judgments to be made.

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.

Company did no t have any assets or liabilities measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, 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 right-of-use (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 condensed 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 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.

5 unchanged sentences

$ 735,197 (non-cash asset addition)

connection with the Shell asset purchase of trucks, and the commencement of related operations in January 2025, the Company executed

an additional four operating leases greater than one year for office space and parking lots.

These leases were as follows:

of Operating Lease

Lease Location

Asset/Liability

February 1, 2025

November 30, 2028

January 17, 2025

August 31, 2027

January 9, 2025

October 14, 2028

January 17, 2025

January 3, 2029

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.

monthly payment:

ROU asset recognized:

$ 875,486 (non-cash asset addition)

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

tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2026 and December

31, 2025, respectively:

of Operating Lease Assets and Liabilities

Operating lease - ROU asset - non-current

lease - ROU asset - non-current

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

Weighted-average remaining

lease term (years)

Weighted-average discount

components of lease expense were as follows:

of Components of Lease Expense

Schedule of Components of Lease Expense

Operating lease costs

Amortization of ROU operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

ROU asset obtained in exchange for new operating lease liability

Amortization of ROU operating lease

Lease liability expense

in connection with obligation repayment

Total operating lease

Supplemental cash flow information related

to operating leases was as follows:

Operating cash outflows

from operating lease (obligation payment)

ROU asset obtained in

exchange for new operating lease liability

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

2 unchanged sentences

Total undiscounted cash flows

amount representing interest

amount representing

Present value of operating lease liability

current portion of operating lease liability

current portion

of operating lease liability

Long-term operating lease liability

1 unchanged sentence

August 1, 2023, the Company entered into a 48-month lease agreement for 1,200 square feet of office space owned by the Company’s

Chief Technology Officer .

former Chief Technology Officer .

Monthly Payment:

$ 6,955 (inclusive of base rent, estimated operating expenses, and sales tax).

$ 6,955 (inclusive of base rent, estimated operating expenses, and sales

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:

- Lease Termination – Related Party

Initial ROU Asset:

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

Asset - Lease Termination – Related Party

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

3 unchanged sentences

ROU Asset – Related Party

October 1, 2024, the Company signed a lease for 3,500 square feet of office space owned by the Company’s Chief Technology Officer.

The lease term is 36 months, and the total monthly payment is $ 10,300 , including base rent, estimated operating expenses and sales tax.

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 September 30, 2025 and December

31, 2024, respectively:

of Operating Lease Assets and Liabilities

Operating lease - ROU asset - non-current

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

Operating lease costs

Amortization of ROU operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

ROU asset obtained in exchange for new operating lease liability

October 1, 2024, the Company signed a lease for 3,500 square

feet of office space owned by the Company’s Chief Technology Officer.

The lease term is 36 months,

and the total monthly payment is $ 10,300 ,

including base rent, estimated operating expenses and sales tax.

The lease is subject to a 3 %

annual increase.

An initial ROU asset of $ 340,368 will

be recognized as a non-cash asset addition.

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

4 unchanged sentences

Present value of operating lease liability

current portion of operating lease liability

Long-term operating lease liability

current portion of operating lease

Long-term operating

lease liability

Leases – Sale-Leaseback

2025, the Company entered into a sale-leaseback arrangement with Equify Financial, LLC pursuant to Master Lease Agreement No.

dated May 29, 2025.

Under the arrangement, the Company sold a fleet of fuel delivery trucks previously owned by the Company to Equify

Titling Trust LTD and simultaneously leased the trucks back from Equify Financial, LLC under four equipment lease schedules executed

between May and October 2025.

The aggregate sale price across all four tranches was approximately $ 3,941,280 .

Each lease schedule is

structured as a Terminal Rental Adjustment Clause (TRAC) lease and has been classified as a finance lease under ASC 842, resulting in

the transaction being accounted for as a failed sale-leaseback.

Accordingly, the trucks remain on the Company’s balance sheet and

the sale proceeds are reflected as a financing obligation.

lease schedule carries a 36-month non-cancellable term, with monthly payments ranging from $ 25,515 to $ 35,685 .

The Company’s

payment obligations are absolute and unconditional, with no right of setoff, abatement, or early termination.

At the expiration of each

lease term, the Company has the option to purchase the equipment at the TRAC Amount, which represents the parties’ agreed estimate

of fair market value at end of term, or to return the equipment, in which case a rent adjustment is made based on the difference between

realized sale proceeds and the TRAC Amount.

The leases are governed by the laws of the State of Texas.

right-of-use assets associated with these finance leases are included within transportation equipment on the balance sheet and are depreciated

on a straight-line basis over a five-year useful life from each respective commencement date.

Interest on the finance lease obligations

is recognized using the effective interest method at the rate implicit in each lease.

following table summarizes the key terms of each finance lease schedule as of December 31, 2025:

Finance Lease

Commencement Date

Financed Cost

Monthly Payment

TRAC Residual

Remaining Term

August 4, 2025

August 29, 2025

October 13, 2025

the three months ended March 31, 2026, the Company recognized depreciation expense of approximately $ 311,907 and interest expense

of approximately $ 138,989 related to these finance lease obligations.

As of December 31, 2025, the aggregate finance lease liability

is $ 3,354,325 , presented within long-term notes payable on the balance sheet.

Contingencies

– Legal Matters

Company is subject to litigation claims arising in the ordinary course of business.

The Company records litigation accruals for legal

matters which are both probable and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities

for potential insurance or third-party recoveries.

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.

HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company

GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company,

currently pending in the United States District Court Southern District of New York, Case No.

litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”) and NEXT NRG OPS, LLC,

f/k/a NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100%

of a project company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $ 4.1

million to acquire the development rights for a solar and battery energy storage project located in Ingle, Florida.

transaction was premised on the understanding that the project would support a viable power purchase agreement with JEA, the

community-owned electric utility serving Jacksonville, Florida (“JEA”), at a rate of approximately $49/MW, and that the

project could connect to JEA’s infrastructure through existing easements for a “gen-tie” line.

The Next Plaintiffs

allege that defendants made and repeated these representations in the parties’ Letter of Intent (“LOI”) and

Membership Interest Purchase Agreement (“MIPA”), while contractually restricting the Next Plaintiffs from contacting JEA

directly and agreeing to keep the Next Plaintiffs updated regarding communications with JEA.

The Next Plaintiffs further allege that

defendants failed to disclose that, prior to closing, JEA had informed defendants that the proposed $49/MW pricing would not be

acceptable, that JEA would not permit the project to utilize its easements for the proposed gen-tie line, and that new resource

planning was underway, all of which allegedly undermined the feasibility and value of the project .

According to the Next

Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly.

The Next Plaintiffs

thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced this

action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good

faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages

including the return of the approximately $ 4.1

million paid, together with attorneys’ fees, interest, and punitive damages.

matter is currently in its early stages and the pleadings have not yet closed.

Defendants have filed a Motion to Dismiss, which has been

fully briefed.

Oral arg uments were held April 9 th

and we are awaiting the judges decision.

The Next Plaintiffs intend to vigorously prosecute the action

and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses

alleged to have been caused by defendants’ conduct.

In the Complaint, the Next Plaintiffs seek damages of approximately $ 4.1 million,

although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint

has not yet been undertaken.

Any estimate of potential damages will be further developed during the discovery process and with the assistance

of qualified experts.

GLOBAL ENERGY LLC, a Delaware limited liability company v.

NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D.

FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case

Number 2025-024817-CA-01

litigation alleges that on December 16, 2024, Next/Ingle executed a $ 5,000,000 promissory note in favor of the plaintiff lender, with

repayment due by March 31, 2025 or upon receipt of project financing, and the borrower’s obligations were personally guaranteed

by the guarantor, the Company’s CEO Michael D.

Farkas, under an unconditional guaranty.

Plaintiff filed suit asserting claims for

breach of the promissory note against the borrower and breach of the guaranty against the guarantor.

This matter is currently in its

early stages.

Next/Ingle has filed an Answer and Affirmative Defenses, and the pleadings are now closed.

Among other defenses, Next/Ingle

asserts that the loan underlying the action may be invalid due to alleged criminal usury.

The parties have also begun engaging in informal

settlement discussions.

Next/Ingle intends to vigorously pursue its asserted defenses and any potential recovery arising therefrom, but

it remains too early in the proceedings to meaningfully evaluate the ultimate outcome of the matter.

Discovery has not yet commenced

and expert analysis concerning the nature and extent of any potential damages has not yet been undertaken.

Accordingly, any estimate

of potential damages or exposure may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

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

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

As of the date of this Annual Report, we believe that there are no other claims against us which we believe will result in a material

adverse effect on our business or financial condition.

8 – Stockholders’ Deficit

in Authorized Shares

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

This increase was made to:

current and future equity financings,

conversions of preferred stock into common stock,

future stock-based compensation plans, and

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

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

of March 31, 2026, the Company had four classes of stock, detailed as follows:

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

& Outstanding:

Authorized Shares:

Issued & Outstanding:

$ 0.0001 per share

Senior to all other classes of stock, including Series A and Series B convertible preferred stock, unless otherwise designated

None , unless declared by the Board of Directors

Voting Rights:

Senior to all other

classes of stock, including Series A and Series B convertible preferred stock, unless otherwise designated

None , unless declared

by the Board of Directors

Liquidation Preference:

Redemption Rights:

Conversion Rights:

Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions

2 unchanged sentences

August 16, 2024, the Company designated and issued Series A convertible preferred stock as part of a debt-to-equity conversion.

& Outstanding:

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

Authorized Shares:

Issued & Outstanding:

0 shares as of March 31, 2026 and 280,000 shares as of December 31, 2025.

These shares were converted to common stock.

$ 0.0001 per share

Stated Value:

$ 10 per share

conversion rate:

4.53 shares of common stock per Series A convertible preferred stock

as $10 per share ÷ 80% of the minimum trading price at issuance ($2.21 per share)

in a fixed number of common shares per preferred share

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% per year (2.5% per quarter), accrued and payable in common stock

issued × Stated value × Dividend percentage ÷ Fixed conversion price ($2.21/share)

potential dilution beyond the fixed conversion amount

Equal to the number of converted common shares

Liability Assessment:

under ASC 815 (“Derivatives and Hedging”)

Series A convertible preferred stock does not meet the definition of a derivative liability since its conversion feature is fixed

and does not require a variable number of settlement shares.

Conversion Terms:

Fixed conversion rate:

4.53 shares of common stock per

Series A convertible preferred stock

Conversion price:

Calculated as $10 per share

÷ 80% of the minimum trading price at issuance ($2.21 per share)

Results in a fixed number

of common shares per preferred share

Total equivalent common shares

at March 31, 2026 and December 31, 2025 were 0 and 1,266,968 respectively

No variable number of shares

are required for settlement

Dividend Provisions:

10% per year (2.5%

per quarter), accrued and payable in common stock

Shares issued × Stated value × Dividend percentage

÷ Fixed conversion price ($2.21/share)

No potential dilution beyond

the fixed conversion amount

Voting Rights:

number of converted common shares

Liquidation Preference:

Redemption Rights:

Derivative Liability Assessment:

Evaluated under ASC 815 (“Derivatives

and Hedging”)

The Series A convertible

preferred stock does not meet the definition of a derivative liability since its conversion feature is fixed and does not require a

variable number of settlement shares.

the three months ended March 31, 2026, the Company issued 1,266,968

shares for the conversion of 280,000

shares of Series A convertible preferred shares.

As of March 31, 2026, there were no

Series A convertible preferred shares remaining outstanding.

Preferred Stock – Series B

October 1, 2024, the Company designated and issued Series B convertible preferred stock as part of a structured financing transaction.

& Outstanding:

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

Authorized Shares:

Issued & Outstanding:

140,000 shares as of March 31, 2026 and December 31, 2025, respectively

$ 0.0001 per share

Stated Value:

$ 10 per share

conversion rate:

Conversion Terms:

Fixed conversion rate:

shares of common stock per Series B convertible preferred stock

as $10 per share ÷ 70% of the minimum trading price at issuance ($1.93 per share)

in a fixed number of common shares per preferred share

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

variable number of shares are required for settlement

12% per year (3% per quarter), accrued and payable in common stock

issued × Stated value × Dividend percentage ÷ Fixed conversion price ($1.93/share)

potential dilution beyond the fixed conversion amount

Equal to the number of converted common shares

Liability Assessment:

under ASC 815

Series B convertible preferred stock does not meet the definition of a derivative liability due to its fixed conversion price.

& Outstanding*:

shares as of September 30, 2025

shares as of December 31, 2024

Conversion price:

Calculated as $10 per share

÷ 70% of the minimum trading price at issuance ($1.93 per share) F-45

Results in a fixed number

of common shares per preferred share

Total equivalent common shares

at March 31, 2026 and December 31, 2025 were 724,638 , respectively

No variable number of shares

are required for settlement

Dividend Provisions:

12% per year (3% per

quarter), accrued and payable in common stock

Shares issued × Stated

value × Dividend percentage ÷ Fixed conversion price ($1.93/share)

No potential dilution beyond

the fixed conversion amount

Voting Rights:

number of converted common shares

Liquidation Preference:

Redemption Rights:

Derivative Liability Assessment:

Evaluated under ASC 815

The Series B convertible

preferred stock does not meet the definition of a derivative liability due to its fixed conversion price.

Authorized Shares:

Issued & Outstanding*:

152,098,255 shares as of

March 31, 2026

142,426,924 shares as of

December 31, 2025

$ 0.0001 per share

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.

Voting Rights:

connection with the common control merger, any shares issued to Next Holding , an entity under common control, were 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.

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.

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.

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 Nine Months Ended September 30, 2025

Transactions for the Three Months Ended March 31, 2026

Issued for Cash

the three months ended March 31, 2026, the Company issued 1,558,603 shares for cash consideration of $ 1,517,443 .

Issued for Services

the three months ended March 31, 2026, the Company issued 8,100,500

shares of common stock to consultants for services rendered,

having a fair value of $ 7,859,677

- $ 1.12 /share),

based upon the quoted closing trading price.

Issued for Conversion of Notes Payable

Company issued 3,181,818 shares of common stock to convert the remaining balance of $ 1,375,000 on loan #17 at a price per share of $ 0.43 .

Transactions for the Three Months Ended March 31, 2025

Issued for Cash and Warrants – Public Offering

19 unchanged sentences

Issued for Services

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,

the Company issued 1,889,002 shares of common stock to consultants for prepaid services, having a fair value of $ 5,623,425 ($ 2.91 - $ 3.21 /share),

the three months ended March 31, 2025, the Company issued 410,774

shares of common stock to consultants for services rendered, having a fair value of $ 1,468,391

- $ 3.90 /share),

based upon the quoted closing trading price.

Issued as Loan Extension Fee

connection with the extension of loan #5, the Company was required to pay a fee of $ 150,000 in common stock.

The Company issued 41,437

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 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

Company issued 22,013 shares with a fair value of $ 68,681 ($ 3.12 /share) to a vendor to settle accounts payable of $ 40,000 , resulting

in a loss on settlement of liabilities of $ 28,681 .

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 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.

connection with the extension of loan #5, the Company was required to pay a fee of $ 150,000

in common stock.

In the three months ended March 31, 2025, the Company issued 41,437

shares of common stock ($ 3.62 /share)

and recorded additional interest expense.

B Convertible Preferred Stock – Distribution – Related Party

27 unchanged sentences

would require derivative liability treatment.

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.

March 31, 2026 and December 31, 2025, the Company had accrued dividends totaling $ 60,000 and $ 147,500 , respectively.

In the three months

ended March 31, 2026, the Company issued 53,442 shares of common stock to for dividends.

following is a summary of the Company’s dividends:

of Dividends Payable

Dividends Payable

issued and outstanding

value per share

Stated value per share

rate (10%/12%)

shares due per year

price - at issuance date

price - 70%/80% discount to market price

- at issuance date

Minimum 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

dividends payable - Series A and Series B convertible preferred stock

Accrued dividends payable

of accrued dividends as common stock

Payment of accrued dividends as common stock, shares

Dividends payable, shares

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

Preferred Stock

Dividends Payable

Dividends payable

dividends payable - Series A and Series B convertible preferred stock

of accrued dividends as common stock

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

various board members.

The issuance of these shares had no net effect of stockholders’ deficit as the share issuance was reflected

at par value.

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.

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.

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

Company issued 212,730 shares of common stock to consultants for services rendered, having a fair value of $ 725,640 ($ 0.0001 - $ 3.52 /share),

based upon the quoted closing trading price.

Issued to Settle Accounts Payable

Company issued 2,703 shares of common stock to a vendor for services rendered, having a fair value of $ 10,000 ($ 3.70 /share), based upon

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 ) 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 September 30, 2025 and December

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

Equivalent common shares -

Total dividend

shares due at reporting date

- at issuance date (fixed rate)

value of dividends payable - at reporting date

Stock and Related Vesting

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

summary of the Company’s non-vested shares (due to service time-based restrictions) as of March 31, 2026 and December 31, 2025,

is presented below:

Schedule of Company Nonvested Shares

- December 31, 2023

Cancelled/Forfeited

- December 31, 2024

Weighted Average

Balance - December 31, 2025

Cancelled/Forfeited

- September 30, 2025

Balance - March 31, 2026

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

4 unchanged sentences

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.

expenses in the accompanying unaudited condensed 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.

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:

March 31, 2026, unrecognized stock compensation expense related to restricted stock was $ 205,621 , which will be recognized over a weighted-average

period of one year .

the three months ended March 31, 2026, and 2025, the Company recognized compensation expense of $ 945,289 and $ 17,333 , respectively, related

to the vesting of these shares.

activity for the three months ended March 31, 2026 and December 31, 2025 are summarized as follows:

of Stock Warrant Activity

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Cancelled/Forfeited

- December 31, 2024

and Exercisable - December 31, 2024

and non-exercisable - December 31, 2024

Outstanding - December 31, 2025

Vested and Exercisable - December 31, 2025

Unvested and non-exercisable - December 31,

Unvested and non-exercisable - December 31,2025

Cancelled/Forfeited

- September 30, 2025

and Exercisable - September 30, 2025

and non-exercisable - September 30, 2025

9 – Asset Purchase Agreement

November 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, 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.

Consideration

for this asset purchase consisted of the following:

- $ 1,250,000 ;

Stock – 201,613 shares of common stock;

having a fair value of $ 535,283 ($ 2.66 /share), based upon the quoted closing price;

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

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 .

Outstanding - March 31, 2026

Vested and Exercisable - March 31, 2026

Unvested and non-exercisable - March 31,

Unvested and non-exercisable - March 31, 2026

9 – Intangible Assets

Ended December 31, 2024

of Stat-EI, Inc.

(Business Combination)

January 2024, the Company acquired 100 % of the equity interests in STAT in exchange for $ 5,500,000 .

STAT has patented technology that

will be used in the Company’s expected future operations.

Prior to the acquisition, the operations of STAT were insignificant.

2023, the Company paid a deposit of $ 250,000 towards this acquisition.

In 2024, the Company paid an additional $ 1,550,000 for total cash

consideration paid of $ 1,800,000 at closing.

The balance of $ 3,700,000 was financed through a note payable.

This note bears interest

at 7 %, is unsecured was due in May 2024 (“initial maturity date”).

The Company also has the option to extend the due date

to July 2024 for no additional consideration or change in terms.

Subsequent to the initial maturity date, the lender has agreed to extend

the due date of the note multiple times, for payments of $ 130,000 , respectively.

Each of these payments was recorded as interest expense.

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.

Company has accounted for this transaction as a business combination.

table below summarizes the estimated fair value of the assets acquired and liabilities assumed:

of Estimated Fair Value of Assets Acquired and Liabilities

Consideration

value of consideration transferred

amounts of identifiable assets acquired and liabilities assumed:

Trademarks/Tradenames

assets acquired

identifiable net assets

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

the time of acquisition, STAT had no revenues and historical losses from operations, it was deemed an immaterial acquisition and no additional

financial reporting was required.

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

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

of Intangible Assets

Tradenames/trademarks

Intangibles - gross

accumulated amortization

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

the Years Ending December 31:

of March 31, 2026 and December 31, 2025 the Company carried no identifiable intangible assets on its balance sheet.

expense for the three months ended March 31, 2026 and 2025 was $ 0 and $ 111,665 , respectively.

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

26 unchanged sentences

Post-Acquisition

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

JEA Ingle FL, LLC

rights to the Bryceville, FL solar project

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

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

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

GSPP JEA Ingle FL, LLC

Holds rights to the Bryceville, FL solar project

the year ended December 31, 2025, the Company recognized an impairment loss on this project deposit of $ 3,929,161 .

11 – Segment Reporting

3 unchanged sentences

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

are managed and the criteria used by the Company’s CODM to evaluate performance, which include

revenue, gross margin, and operating profit.

17 unchanged sentences

Infrastructure

Fuel Delivery

of September 30, 2025

of March 31, 2026

Infrastructure

Accounts receivable – net

Prepaids and other

Property and equipment – net

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related

Operating lease - right-of-use asset

Infrastructure

of December 31, 2025

Infrastructure

Accounts receivable - net

Prepaids and other

Property and equipment - net

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related

Operating lease - right-of-use asset

Infrastructure

Fuel Delivery

receivable – net

and equipment – net

lease - right-of-use asset

lease - right-of-use asset - related party

lease - right-of-use asset

the Nine Months Ended September 30, 2025

the Three Months Ended March 31,2026

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

Mobile Fuel Delivery

Cost of sales

General and administrative expenses

Stock based compensation

Depreciation and amortization

Total costs and expenses

costs and expenses

Interest income

Gain (loss) on settlement of liabilities

( 1,592,837 )

Interest expense (including amortization of debt discount)

( 3,717,288 )

( 4,391,950 )

Total other income (expense) - net

( 5,298,474 )

( 5,973,126 )

( 2,520,796 )

Interest expense (including

amortization of debt discount)

Total other income (expense)

( 10,026,006 )

( 10,766,492 )

Energy Infrastructure

Mobile Fuel Delivery

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

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 Three Months Ended September 30, 2024

For the Three months ended March 31,2025

Energy Infrastructure

2 unchanged sentences

General and administrative expenses

Stock based compensation

Depreciation and amortization

14 unchanged sentences

12 - Subsequent Events

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.

Company has evaluated subsequent events through the date these financial statements were issued and identified the following events requiring

Resources Senior Secured Convertible Note

April 1, 2026, the Company entered into a Securities Purchase Agreement with Leviston Resources, LLC (“Leviston”) pursuant

to which the Company issued a senior secured convertible promissory note in the principal amount of $ 1,724,444 (the “Leviston Note”)

for a purchase price of $ 1,552,000 , reflecting an original issue discount of $ 172,444 .

As additional consideration, the Company issued

243,300 shares of common stock to Leviston.

The Leviston Note bears interest at 10 %, with interest guaranteed for the full six-month

term, and matures on October 1, 2026 .

The Note is convertible into common stock only upon an Event of Default at a conversion price equal

to 80% of the average of the three lowest VWAPs during the 15 trading days preceding conversion, subject to a $0.10 floor and a 19.99%

Nasdaq Listing Rule 5635(d) issuance cap.

The Note is secured by a first-priority lien on substantially all of the Company’s assets

and a pledge of 100% of the equity interests in its directly owned subsidiaries pursuant to a Pledge and Security Agreement of even date.

Upon an Event of Default, all outstanding obligations automatically increase to 150% of the then-outstanding balance and accrue interest

at the lesser of 18% per annum or the maximum rate permitted by law .

April 7, 2026, the Company entered into a Business Loan and Security Agreement, dated as of April 1, 2026, with Cashera Private Credit

(“Cashera”) for a term loan in the principal amount of $ 750,000 .

The Company received net disbursement proceeds of $ 712,500

after a $ 37,500 origination fee.

The loan carries total interest of $ 300,000 , resulting in a $ 1,050,000 total repayment obligation payable

in 24 weekly installments of $ 43,750 , with a maturity date of October 1, 2026 .

The annual percentage rate is approximately 173.06%.

Cashera loan is secured by a first-priority security interest in substantially all of the Company’s assets, is personally guaranteed

by Michael D.

Farkas (the Company’s Chief Executive Officer, Chairman and substantial stockholder), and is cross-guaranteed by

NextNRG Ops LLC.

The agreement contains restrictive covenants, including a prohibition on additional indebtedness without Cashera’s

consent (with a $ 75,000 stacking fee per occurrence) and a notification requirement if bank balances fall below 33% of funding-date balances .

Hudson Secured Promissory Note

April 17, 2026, the Company entered into a Securities Purchase Agreement with Agile Hudson Partners LLC (“Agile Hudson”)

pursuant to which the Company issued a secured promissory note in the principal amount of $ 275,000 with an original issue discount of

$ 25,000 , for a purchase price of $ 250,000 .

The Company also issued 50,000 commitment shares of common stock.

The Note carries a one-time

guaranteed interest charge of 10% ($ 27,500 ) earned in full upon issuance and matures on April 15, 2027 .

Beginning six months after issuance,

Agile Hudson may convert the Note into common stock at a conversion price equal to 80% of the average of the three lowest VWAPs during

the preceding 15 trading days, subject to a $0.10 floor and an Exchange Cap of 10,000,000 shares absent stockholder approval.

is secured pari passu with the Company’s existing Leviston and FirstFire secured debt by a security interest in the assets of the

Company and its subsidiaries NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, and NextNRG Holding Corp.

Secured Promissory Note

April 17, 2026, the Company entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”)

on substantially the same terms as the Agile Hudson transaction described above, issuing a secured promissory note in the principal amount

of $ 275,000 with a $ 25,000 original issue discount (purchase price of $ 250,000 ) and 50,000 commitment shares.

The Note carries a one-time

10% guaranteed interest charge ($ 27,500 ) earned in full upon issuance and matures on April 17, 2027.

The conversion mechanics, prepayment

terms, and security arrangements are substantially identical to the Agile Hudson Note, and the FirstFire Note ranks pari passu with the

Leviston and Agile Hudson secured debt.

April 27, 2026, the Company entered into a Business Loan and Security Agreement with Venture Debt, LLC for a loan in the principal amount

of $ 1,000,000 .

The Company received net disbursement proceeds of $ 930,000 after a $ 70,000 origination fee.

The loan carries a $ 450,000

interest charge, resulting in a total repayment obligation of $ 1,450,000 payable in 24 weekly installments of $ 60,417 , with a maturity

date of October 13, 2026 .

The annual percentage rate is approximately 203.17%.

If the Company prepays the loan in its entirety, it is

entitled to a 25% reduction of the unpaid interest remaining at the time of prepayment.

of Common Stock

to March 31, 2026 and through the date these financial statements were issued, the Company issued an aggregate of 670,703 shares of common

stock, comprised of the following:

243,300 shares issued on

April 6, 2026 to Leviston Resources, LLC as additional consideration in connection with the Leviston Note (described above);

50,000 shares issued on April

16, 2026 to Agile Hudson Partners LLC as commitment shares in connection with the Agile Hudson Note (described above);

50,000 shares issued on April

17, 2026 to FirstFire Global Opportunities Fund, LLC as commitment shares in connection with the FirstFire Note (described above);

280,000 shares issued from

the Company’s 2023 Equity Incentive Plan, comprised of 175,000 shares issued on April 23, 2026 and 105,000 shares issued on April

28, 2026 to employees and service providers;

47,403 shares issued on April

28, 2026 to AJB Capital Investments, LLC ( 25,664 shares) and Michael D.

Farkas, the Company’s Chief Executive Officer ( 21,739

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