What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 894 added, 807 removed, 1175 unchanged (59% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

June 30, 2026

December 31, 2025

Current Assets

Accounts receivable - net

Prepaids and other

current assets

Property and equipment -

Operating lease - right-of-use

asset - related party

Operating lease - right-of-use

Total Current Assets

Property and equipment - net

Operating lease - right-of-use asset

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

Operating lease - right-of-use asset

Liabilities and Stockholders’ Deficit

Current Liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

3 unchanged sentences

Stock payable - related parties

Financing lease liability

Operating lease liability

1 unchanged sentence

Operating lease liability

Dividends payable (common

stock) - related parties

Dividends payable (common stock) - related parties

Total Current Liabilities

Long-Term Liabilities

Notes payable - net

1 unchanged sentence

Operating lease liability

- related party

Operating lease liability - related party

Operating lease liability

Total Long-Term Liabilities

Total Liabilities

Commitments and Contingencies

Stockholders’ Deficit

Convertible preferred stock - Series A, $ 0.0001

Convertible preferred stock - Series A, $ 0.0001 par value;

513,000 shares designated;

issued and outstanding, respectively

Convertible preferred stock - Series B, $ 0.0001

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

none and 280,000 issued and outstanding, respectively

Convertible preferred stock - Series B, $ 0.0001 par value;

150,000 shares designated;

140,000 and 140,000 issued and outstanding, respectively

Preferred stock value

Common stock - $ 0.0001

par value, 500,000,000

shares authorized and 156,588,255

shares issued and outstanding

Common stock - $ 0.0001 par value;

500,000,000 shares authorized;

167,864,058 and 142,426,924 shares issued and outstanding, respectively

Additional paid-in capital

8 unchanged sentences

( 2,437,380 )

stockholders’ deficit

Total Stockholders’ Deficit

( 21,322,721 )

( 22,114,845 )

liabilities and stockholders’ deficit

Total Liabilities and Stockholders’ Deficit

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

2 unchanged sentences

Consolidated Statements of Operations

Three Months Ended March 31,

Costs and expenses

For the Six Months Ended June 30,

For the Three Months Ended June 30,

Cost of sales

1 unchanged sentence

Depreciation and amortization

Impairment loss

Total costs and expenses

2 unchanged sentences

( 36,519,576 )

( 4,427,212 )

( 30,765,704 )

Other income (expense)

Interest income

Interest expense (including

amortization of debt discount)

Gain (loss) on settlement of liabilities

( 1,134,944 )

Total other income (expense) - net

( 1,134,944 )

Gain on sale of asset

Interest expense (including amortization of debt discount)

( 3,359,325 )

( 7,642,428 )

( 2,678,729 )

( 4,319,031 )

Total other expense - net

( 2,870,139 )

( 8,551,698 )

( 2,197,490 )

( 5,367,571 )

( 17,391,194 )

( 45,071,274 )

( 6,624,702 )

( 36,133,275 )

Non-controlling interest

Net loss available to common stockholders

before preferred stock dividends

Net loss attributable to NextNRG, Inc.

before preferred dividends

( 17,332,977 )

( 44,888,300 )

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

( 6,599,953 )

( 36,100,766 )

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

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

issued in common stock

Preferred stock dividend

loss available to common stockholders - basic and diluted

Net loss available to common stockholders - basic and diluted

( 17,611,310 )

( 45,235,176 )

Per-share data

( 6,730,789 )

( 36,274,204 )

Basic and diluted loss per share

4 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Deficit

the Three Months Ended March 31, 2026

Preferred Stock

Preferred Stock -

Related Party

the Six Months Ended June 30, 2026

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock - Related Party

Additional Paid-in

Non-Controlling

Stockholders’

Total Stockholders’

December 31, 2025

$ 134,250,385

2 unchanged sentences

$ ( 22,114,845 )

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 for conversion of notes payable

Conversion of Series A convertible preferred stock to common stock

Common stock issued for cash

Cash paid for direct offering costs

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

Common stock issued for services

Common stock issued for conversion of notes payable

Non-controlling interest

1 unchanged sentence

( 10,733,024 )

March 31, 2026

$ 145,142,270

2 unchanged sentences

$ ( 22,048,064 )

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements

Common stock issued for cash

Cash paid for direct offering costs

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

Common stock issued for services

Common stock issued for penalties and interest

Common stock issued with notes payable

Non-controlling interest

( 6,599,953 )

June 30, 2026

$ 152,622,021

$ ( 171,465,942 )

$ ( 2,495,597 )

$ ( 21,322,721 )

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

and Subsidiaries

1 unchanged sentence

Consolidated Statements of Changes in Stockholders’ Deficit

Preferred Stock

Preferred Stock -

Related Party

the Six Months Ended June 30, 2025

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock - Related Party

Additional Paid-in

Non-Controlling

Stockholders’

Total Stockholders’

$ ( 67,535,701 )

1 unchanged sentence

Contributed Capital

Conversion of Series A convertible preferred

stock to common stock

Conversion of Series A convertible preferred stock to common stock

Cash paid as direct offering cost

1 unchanged sentence

( 1,557,005 )

Stock issued for cash

Stock issued as loan extension fee

Common stock issued for cash

Common 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

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 conversion of accounts payable

Stock issued for conversion of notes payable

Common stock issued for conversion of accounts payable

issued for conversion of notes payable

Par value true up adjustment

Non-controlling interest

Stock issued for services

issued for services

( 8,787,534 )

March 31, 2025

$ ( 76,496,673 )

1 unchanged sentence

$ ( 5,712,133 )

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements

$ ( 76,496,673 )

$ ( 150,465 )

$ ( 5,712,133 )

Cash paid as direct offering cost

Common stock issued for services

Common stock issued for prepaid services

Common stock issued as loan extension fee

Common stock issued for conversion of accounts payable

Common stock issued for conversion of notes payable

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

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

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 )

$ ( 112,770,877 )

$ ( 182,974 )

$ ( 13,827,002 )

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

and Subsidiaries

Consolidated Statements of Cash Flows

Months Ended March 31,

Cash flows used in operating activities

Net loss including non-controlling

For the Six Months Ended June 30,

Operating activities

$ ( 17,391,194 )

Adjustments to reconcile net loss to net cash

used in operations

$ ( 45,071,274 )

Adjustments to reconcile net loss to net cash used in operations

Contributed capital

Depreciation and amortization

Amortization of intangible assets

Amortization of operating lease - right-of-use

asset - related party

Finance lease interest accretion

Amortization of operating lease - right-of-use asset

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

Amortization of debt discount

Bad debt expense

Stock issued in connection with loan extension

Stock issued in connection with loan interest expense

Stock issued for services

Stock issued for services - related parties

Loan forgiveness - other income

Default penalty interest expense

(Gain) loss on settlement of liabilities

Gain on sale of asset

Changes in operating assets and liabilities

2 unchanged sentences

Prepaids and other

( 2,232,728 )

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related

Accounts payable and accrued expenses - related party

Operating lease liability

2 unchanged sentences

( 4,567,606 )

Cash flow from investing activities

Net cash used in investing activities

Cash flow from financing activities

( 6,336,312 )

Investing activities

Cash proceeds from sale of trucks

Net cash provided by investing activities

Financing activities

Proceeds from notes payable

Proceeds from notes payable - related parties

Proceeds from notes payable - related party

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common

Cash paid for direct offering costs - common stock

( 1,557,005 )

Payments on finance lease liabilities

Repayments on notes payable

( 7,565,592 )

Repayments on financing lease liability

Repayments on advances payable - related party

( 17,992,795 )

Repayments on loan payable - related party

Net cash provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash - beginning of period

3 unchanged sentences

Cash paid for income tax

Supplemental disclosure of non-cash investing

and financing activities

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

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

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

Common stock / warrants issued with notes payable

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

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

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

Stock issued to settle accounts payable

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.

Series A convertible preferred stock converted to common stock

Related-party note payable converted to stock payable

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

AND SUBSIDIARIES

2 unchanged sentences

and Nature of Operations

(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

(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 solutions.

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

3 unchanged sentences

of Organizational Structure

Organizational

Incorporation

of Incorporation

Holding Corp .

Organizational Structure

Incorporation Date

State of Incorporation

NextNRG Holding Corp .

April 20, 2016

NextNRG, Inc.

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

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

Holdings, LLC *

NextCharging,

Operations, LLC

Fuel Holdings, LLC

Topanga Microgrid LLC

Sunnyside Microgrid LLC

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

NextNRG Topanga Microgrid LLC

August 21, 2025

NextNRG Sunnyside Microgrid LLC

August 21, 2025

* The Company owns 50% of

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

The remaining 50% is a component of our non-controlling interest.

Control Merger (Related Party)

62 unchanged sentences

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;

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.

the date of merger, Mr.

Farkas controlled approximately 70 % of the Company.

Farkas controlled more than 20% of the Company prior to

December 31, 2023, as the largest individual shareholder;

As the primary debt lender prior to and at the time of the

Farkas had the ability to influence critical financial decisions;

The Company’s liquidity was significantly supported by

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

On the date of merger, Mr.

Farkas controlled approximately

70 % of the Company.

Holding Control:

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

Farkas concurrently exercised control over Next Holding

prior to December 31, 2023.

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

19 unchanged sentences

Earnings per Share (“EPS”)

● 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

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 (i.e.

a stock dividend or split).

vested shares are included in diluted EPS.

Only vested shares are

included in diluted EPS.

Goodwill and Intangible Assets

19 unchanged sentences

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 condensed 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 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

10 unchanged sentences

of Presentation

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.

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 Securities and Exchange Commission (the “SEC”).

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

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

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

30, 2026 and the results of operations and cash flows for the periods presented.

The results of operations for the three and six

months ended June 30, 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.

thereto included in Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025 filed

with the SEC on May 11, 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 condensed consolidated financial statements, for the three months ended March 31, 2026, the

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

cash used in operations was $ 2,148,891

reflected in the accompanying unaudited condensed consolidated financial statements, for the six months ended June 30, 2026, the Company

Net loss available to common stockholders of $ 17,611,310 ;

Net cash used in operations was $ 4,567,606 .

Additionally,

at March 31, 2026, the Company had:

● Accumulated

deficit of $ 164,735,156

● Stockholders’

deficit of $ 22,048,064 ;

capital deficit of $ 25,004,379

at June 30, 2026, the Company had:

Accumulated deficit of $ 171,465,942 ;

Stockholders’ deficit of $ 21,322,721 ;

Working capital deficit of $ 25,605,123 .

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

14 unchanged sentences

The Company had cash on hand

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

of $ 883,696 as of June 30, 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 March 31, 2027, and our current capital structure including equity-based instruments and our obligations and debts.

ending June 30, 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 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.

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

strategic plans include the following:

into new and existing markets (commercial and residential);

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

● Collaborations

with other operating businesses for strategic opportunities;

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

Expand into new and existing markets (commercial and

residential);

Obtain additional debt and/or equity-based financing

Collaborations with other operating businesses for

strategic opportunities;

Acquire other businesses to enhance or complement our

current business model while accelerating our growth.

2 - Summary of Significant Accounting Policies

1 unchanged sentence

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”.

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.

Entities with more than 50% voting interest, unless

control is not with the Company;

Variable 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.

10 unchanged sentences

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).

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.

Recognizes and measures

identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC

805-20-25-1).

Records 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).

Expenses acquisition-related

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

Uses preliminary purchase

price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC 805-10-25-13.

beyond the measurement period are recorded in earnings.

judgments in fair value determinations include:

asset valuations, based on estimates of future cash flows and discount rates.

life assessments, impacting amortization and financial results.

consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1.

Intangible asset valuations,

based on estimates of future cash flows and discount rates.

Useful life assessments,

impacting amortization and financial results.

Contingent consideration,

which is remeasured at fair value through earnings per ASC 805-30-35-1.

SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.

1 unchanged sentence

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);

● Capitalizes

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);

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

3 unchanged sentences

Company’s financial position and results of operations.

and Financial Reporting Considerations

SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

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

Immediate reporting requirements for material acquisitions, including reverse mergers.

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

4 unchanged sentences

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.

3 unchanged sentences

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.

as its CODM reviews the business based on these two distinct business components.

of ASU 2023-07 – Segment Reporting

2 unchanged sentences

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 condensed consolidated financial

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

of Estimates and Assumptions

8 unchanged sentences

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

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

estimates for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, include:

for doubtful accounts and other receivables

15 unchanged sentences

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

11 unchanged sentences

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

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.

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

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

9 unchanged sentences

party balances)— are recorded at historical cost.

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

As of June 30, 2026 and December 31, 2025, respectively, the carrying amounts

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

9 unchanged sentences

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.

June 30, 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 .

March 31, 2026 and December 31, 2025, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured

June 30, 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

4 unchanged sentences

gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25.

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.

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

7 unchanged sentences

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

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

the six months ended June 30, 2026 and 2025, respectively, there were no impairments taken.

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

19 unchanged sentences

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 March 31, 2026 and December 31, 2025:

following is a summary of the Company’s accounts receivable at June 30, 2026 and December 31, 2025:

Schedule of Accounts Receivable

Accounts receivable

allowance for doubtful

Accounts receivable -

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

allowance for doubtful accounts

Accounts receivable - net

For the six months ended June 30, 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 condensed 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.

7 unchanged sentences

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

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.

the six months ended June 30, 2026 and 2025, respectively, the Company did no t record any provisions for inventory obsolescence or impairment.

June 30, 2026 and December 31, 2025, the Company had inventory of $ 756,902 and $ 609,861 , respectively.

Concentrations

26 unchanged sentences

Schedule of Concentration of Risk

Months Ended March 31,

Six Months Ended June 30,

Concentration risk percentage

2 unchanged sentences

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

18 unchanged sentences

Factors considered include, but are not limited to:

● Significant

changes in expected performance compared to prior forecasts;

6 unchanged sentences

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

A software project is abandoned or significantly modified,

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

The software is expected to be replaced by newer technology.

the six months ended June 30, 2026 and 2025, the Company did not record any impairment losses.

Issue Discounts (“OIDs”) and Other Debt Discounts

4 unchanged sentences

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

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

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

and Other Equity Issued with Debt

16 unchanged sentences

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

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

the unaudited condensed consolidated balance sheet.

The Company’s

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

15 unchanged sentences

it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances

suggest the carrying amount may not be recoverable.

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

2026 and 2025, respectively.

accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in

circumstances suggest the carrying amount may not be recoverable.

No impairments of ROU assets were recognized for the three and six

months ended June 30, 2026 and 2025, respectively.

Note 7 for details on third-party and related-party operating leases.

11 unchanged sentences

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.

5 unchanged sentences

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

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 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.

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

4 unchanged sentences

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

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.

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

During the six months

ended June 30, 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

7 unchanged sentences

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;

24 unchanged sentences

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

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:

of June 30, 2026 and December 31, 2025, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the six months ended June 30, 2026 and 2025:

Schedule of Disaggregation of Revenue

Months Ended March 31,

Six Months Ended June 30,

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 expenses.

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

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.

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.

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 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.

9 unchanged sentences

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

of March 31, 2026 and December 31, 2025, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure

of June 30, 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.

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).

No interest and penalties were recorded for the six months ended June 30, 2026 and 2025, respectively.

of Deferred Tax Assets

8 unchanged sentences

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

1 unchanged sentence

and predictability of temporary differences and the timing of their reversal

● Sensitivity

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

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

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

1 unchanged sentence

Allowance Determination

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 .

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

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

June 30, 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 .

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

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

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

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

condensed 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 three months ended March 31, 2026 and 2025, respectively as follows:

Company recognized marketing and advertising costs during the six months ended June 30, 2026 and 2025, respectively as follows:

Schedule of Marketing and

Advertising Costs

Six Months Ended

Total Sales and Marketing

17 unchanged sentences

Treasury securities with similar maturities.

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

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

Additionally,

15 unchanged sentences

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

Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation

Company computes EPS in accordance with ASC 260, “Earnings Per Share.” The calculation

of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted

average number of common shares outstanding, including certain other shares committed to be issued.

Earnings Per Share (EPS)

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.

Earnings Per Share (EPS)

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.

EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required

4 unchanged sentences

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:

■ Convertible

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:

preferred stock

■ 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.

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

3 unchanged sentences

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 three months ended March 31, 2026 and 2025, 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 six months ended June 30, 2026 and 2025, were as follows:

Schedule of Dilutive Equity Securities Outstanding

Series A, preferred stock

Series B, preferred stock

Series A, preferred stock - dividends

Series B, preferred stock - dividends

June 30, 2026

June 30, 2025

Series A, convertible preferred stock

Series B, convertible preferred stock

Series A, convertible preferred stock - dividends

Series B, convertible preferred stock - dividends

Warrants (vested)

Total common stock equivalents

A and B, preferred shares as well as the related dividends on each class of Series A and B, preferred shares are convertible into common

of Series A and B, convertible preferred stock, as well as the related dividends on each class of Series A and B convertible, preferred shares

are convertible into common stock.

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

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

on the potential common stock equivalents noted above at June 30, 2026, the Company has sufficient authorized shares of common stock

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

7 unchanged sentences

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

4 unchanged sentences

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.

Notes 5 and 12 for a discussion of related party debt.

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

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

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

Party Agreement with Company owned by Avishai Vaknin

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

2023, the Company entered into a services agreement with an affiliate of Avishai Vaknin, the Company’s former Chief Technology

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

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

other pre-approved expenses.

The Company agreed to pay $ 10,000

per month and cover other pre-approved expenses.

The initial term of the agreement was for one year.

All amounts have been paid.

All amounts have been

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

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.

As of June 30, 2026, all shares have vested.

8 for related vesting of shares and corresponding expense recognition.

Accounting Standards

November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

enhanced disclosures of significant segment expenses.

segment reporting requirements with information regularly reviewed by management.

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

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

consolidated financial statements.

Issued Accounting Standards Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

● Standardizing

and disaggregating rate reconciliation categories.

disclosure of income taxes paid by jurisdiction.

ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis.

adoption is permitted.

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

November 2024, the FASB issued ASUNo.

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

(Subtopic 220-40):

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

This standard requires additional disclosures

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

specific expense categories.

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

of selling expenses.

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

beginning after December 15, 2027.

November 2024, the FASB issued ASU No.

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

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This standard requires

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

amortization, and other specific expense categories.

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

and the Company’s definition of selling expenses.

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

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

Early adoption is permitted.

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

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

We are evaluating the impact

this update will have on our annual disclosures;

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

Accounting Standards Updates

7 unchanged sentences

3 – Property and Equipment

and equipment consisted of the following:

Schedule of Property and Equipment

Property and equipment consisted of the following:

of Property and Equipment

Estimated Useful

June 30, 2026

December 31, 2025

Lives (Years)

6 unchanged sentences

( 5,428,514 )

Total property and equipment

Total property and equipment - net

Purchase – Vehicles - Shell

* 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.

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.

9 unchanged sentences

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

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

and amortization expense for the six months ended June 30, 2026 and 2025, was $ 1,406,455 and $ 1,289,088 , 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.

the three months ended June 30, 2026, the Company sold a vehicle for proceeds of $ 57,875 .

The Company recognized a gain of $ 37,169 on

the sale, calculated as proceeds of $ 57,875 less the vehicle’s net book value of $ 20,706 .

4 – Accounts Payable and Accrued Liabilities including Related Parties

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

payable and accrued liabilities were as follows at June 30, 2026 and December 31, 2025, respectively:

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities

- non-related parties

June 30, 2026

December 31, 2025

Accounts payable and accrued liabilities - non-related parties

Accrued liabilities - related parties

Accrued interest payable

- related parties

Total accounts payable

and accrued liabilities

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.

including those owed on vehicles, including key terms, and outstanding balances at June 30, 2026 and December 31, 2025, respectively.

Payable – Related Parties

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

following is a summary of the Company’s notes payable – related parties at June 30, 2026 and December 31, 2025:

of Notes Payable

3 unchanged sentences

Stock conversion

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,

Balance – June 30, 2026

following is a detail of the Company’s advances payable – related parties terms and history of each advance at June 30, 2026

and December 31, 2025:

of Advances Payable Related Parties

Chief Executive Officer/>50%

control person

Chief Executive Officer/>50% control

Due on demand

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

the six months ended June 30, 2026, the Company extinguished its obligations under a promissory note dated March 7, 2024 issued in favor

of Michael D.

Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder (the

“2024 Note”).

Pursuant to a Stock Purchase Agreement dated June 16, 2026, the Company agreed to issue 260,000 shares of common

stock at $ 0.386 per share, for an aggregate value of $ 100,360 , and, in lieu of cash payment for the shares, Mr.

Farkas cancelled the

$ 100,360 outstanding under the 2024 Note.

The $ 100,360 obligation was reclassified from notes payable – related parties to stock

payable – related parties as of June 30, 2026 pending issuance of the shares, and the 2024 Note was terminated.

following represents the terms and balances of the Company’s notes payable June 30, 2026 and December 31, 2025, respectively:

of Terms of Notes Payable

Months Ended March 31, 2026

Amount of Note

Debt Discount

of Debt Discount

to Common Stock

Six Months Ended June 30, 2026

Conversion to Common

December 31, 2025

Stock or Settlement

June 30, 2026

( 1,600,858 )

2 unchanged sentences

( 1,810,666 )

$ ( 2,573,101 )

$ ( 1,684,163 )

$ ( 7,565,592 )

December 31, 2024

Amount of Note

Debt Discount

of Debt Discount

Conversion to Common Stock

December 31, 2025

Year Ended December 31, 2025

31 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;

multiple MCA balances into a single new obligation;

● Structuring

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

repayment obligations.

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

Rolling multiple MCA balances into a single new obligation;

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.

Loan 16, an outstanding merchant cash advance obligation

with a balance of $ 1,600,858 as of December 31, 2025, was repaid in full during the six months ended June 30, 2026, for a total payoff

amount of $ 1,600,858 .

As a result, the Company’s obligations under this facility have been satisfied and any related security interest

has been released.

During the six months ended June 30, 2026, we received confirmation from the lender that amounts previously recorded

as interest and fees on Loans #30 and 31 had instead been applied to reduce the outstanding principal balance.

As a result, we adjusted

the carrying balance of these loans to $ 0 on the balance sheet.

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

11 unchanged sentences

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

In consideration of the aforementioned extensions, the Co mpany paid Cohen

Global Energy, LLC $ 60,000 a month, for a total of $ 420,000 , in the year ended December 31, 2025.

The Company is currently

10 unchanged sentences

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

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.

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

at a fixed conversion price of $ 1.69 per share.

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

an exercise price of $ 5.00 per share.

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

The total relative fair value was allocated as follows:

$ 2,135,583 to the debt instrument ( 72 %) and $ 814,417 to the warrants

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

stock at an exercise price of $ 5.00 as a due diligence fee.

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

is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69 per share.

The Company accounted

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

The total relative fair value was allocated as follows:

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

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

During the six months ended June 30, 2026, the Company converted

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

through the conversion date.

As of June 30, 2026, no balance remained outstanding under this note.

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.

It is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69

The noteholder was also issued a warrant to purchase 750,000

shares of common stock at an exercise price of $ 5.00

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

relative fair value was allocated as of December 31, 2025 as follows:

to the debt instrument ( 72 %)

and $ 814,417

to the warrants ( 28 %),

resulting in the recording of an additional $ 814,417

in debt discount.

of June 30, 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 stock at an exercise price of $ 5.00

as a due diligence fee.

The note bears no stated interest and matures 12

months from issuance.

It is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69

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

relative fair value was allocated as of December 31, 2025 as follows:

to the debt instrument ( 72 %)

to the warrants ( 28 %),

resulting in the recording of $ 81,442

in debt discount.

of June 30, 2026, there was a $ 91,000 remaining balance on this note.

March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated

as of March 5, 2026, with a third-party funder (the “Purchaser”), pursuant to which the Company agreed to sell 6.87% of its

future receipts until a purchased amount of $2,772,000 has been remitted to the Purchaser.

The Company received $ 2,100,000 , less fees

of $ 105,035 , and agreed to deliver $ 231,000 on a biweekly basis.

The Company’s obligations are secured by a first-priority lien

on substantially all of the Company’s accounts, accounts receivable and inventory.

Consistent with the Company’s other merchant

cash advance arrangements, the Company accounts for the Receivables Agreement as debt in accordance with ASC 470, recording the $ 2,772,000

repayment obligation net of a $ 777,035 debt discount that is amortized to interest expense over the term.

Upon the occurrence of an event

of default, the entire unpaid portion of the purchased amount becomes immediately due and bears simple interest at 9 % per annum until

paid in full.

Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder,

personally guaranteed the Company’s obligations under the Receivables Agreement.

As of June 30, 2026, the outstanding balance was

Payable – Vehicles (Loan # 29)

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

following is a summary of the Company’s notes payable for its vehicles at June 30, 2026 and December 31, 2025, respectively:

of Notes Payable - Vehicles

Balance - December 31, 2025

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:

Balance - June 30, 2026

following is a detail of the Company’s notes payable for its vehicles at June 30, 2026 and December 31, 2025, respectively:

of Detailed Company’s Notes Payable

Payable - Vehicles

Notes Payable - Vehicles

Maturity Date

January 15, 2021

2 unchanged sentences

April 27, 2022

current portion

Long term portion

2 unchanged sentences

Vehicle Notes

Ending December 31,

2026 (9 months)

For the Year Ending December 31,

2026 (remaining 6 months)

6 – Fair Value of Financial Instruments

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

Company did no t have any assets or liabilities measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, respectively.

7 – Commitments and Contingencies

4 unchanged sentences

of expense recognition in the condensed consolidated statement of operations:

Operating leases:

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

Finance leases:

Recognized with amortization of the ROU asset and interest expense on the lease liability.

1 unchanged sentence

asset (ASC 842-10-25-2):

all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease).

risks and rewards transfer but control does not, the lease is classified as financing.

neither risks, rewards, nor control transfer, it is classified as an operating lease.

If all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease).

If risks and rewards transfer but control does not, the lease is classified as financing.

If neither risks, rewards, nor control transfer, it is classified as an operating lease.

Recognition and Measurement

4 unchanged sentences

lease commencement:

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

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

The 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.

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

Expedients and Lease Components

Company applies certain practical expedients to simplify lease accounting:

and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment

Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment

embedded in supply agreements (ASC 842-10-15-37).

leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2).

Term and Expense Recognition

liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26).

lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses.

lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred

(ASC 842-10-30-5).

Lease Commitments

Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2).

Lease liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26).

Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses.

Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed

as incurred (ASC 842-10-30-5).

other leases were added or terminated during the six months ended June 30, 2026.

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

monthly payment:

Total monthly payment:

$ 21,773 (including base rent, estimated operating expenses, and sales tax)

1 unchanged sentence

abated in months 1, 13, and 25

ROU asset recognized:

Initial ROU asset recognized:

$ 735,197 (non-cash asset addition)

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

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2026 and December 31,

2025, respectively:

of Operating Lease Assets and Liabilities

lease - ROU asset - non-current

June 30, 2026

December 31, 2025

Operating lease - ROU asset - non-current

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

Schedule of Components of Lease Expense

June 30, 2026

Six months ended

Operating lease costs

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

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

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

of Future Minimum Payments Under Non-Cancellable Leases

2026 (9 months)

2026 (remaining 6 months)

Total undiscounted cash flows

amount representing

amount representing interest

Present value of operating lease liability

current portion

of operating lease liability

current portion of operating lease liability

Long-term operating lease liability

2 unchanged sentences

former Chief Technology Officer .

Monthly Payment:

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

Total Monthly Payment:

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

Annual Increase:

The lease is subject to a 3% annual escalation.

Initial ROU Asset:

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

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

Asset - Lease Termination – Related Party

4 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 ,

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

square feet of office space owned by the Company’s former 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.

1 unchanged sentence

annual increase.

An initial ROU asset of $ 340,368 will

be recognized as a non-cash asset addition.

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:

of Future Minimum Payments Under Non-Cancellable Leases

2026 (9 months)

2026 (remaining 6 months)

Total undiscounted cash flows

1 unchanged sentence

Present value of operating lease liability

current portion of operating lease

Long-term operating

lease liability

current portion of operating lease liability

Long-term operating lease liability

Leases – Sale-Leaseback

11 unchanged sentences

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

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.

4 unchanged sentences

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:

following table summarizes the key terms of each finance lease schedule as of June 30, 2026:

Finance Lease

7 unchanged sentences

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.

the six months ended June 30, 2026, the Company recognized depreciation expense of approximately $ 623,814 and interest expense of approximately

$ 268,678 related to these finance lease obligations.

As of June 30, 2026, the aggregate finance lease liability is $ 3,121,944 , with $ 1,030,525 presented within current

liabilities and $ 2,091,419 presented

within long-term liabilities on the balance sheet.

Contingencies

3 unchanged sentences

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.

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.

The 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

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.

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.

Defendants have filed a Motion to Dismiss, which has

been fully briefed.

Oral arguments were held April 9, 2026 and we are awaiting the judge’s 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 thereto.

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.

23 unchanged sentences

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

As of the date of this Quarterly 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

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.

Authorized Shares:

Issued & Outstanding:

$ 0.0001 per share

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

of each series without further stockholder approval.

Preferred Stock – Series A

As of June 30, 2026, pursuant to the Company’s amended and restated certificate of incorporation, as amended,

there were 505,000,000 shares of capital stock authorized, of which 500,000,000 shares were common stock, and 5,000,000 shares were preferred

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

restrictions of each series without further stockholder approval.

A Convertible Preferred Stock

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

1 unchanged sentence

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 shares as of June 30, 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 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.

Authorized Shares:

Issued & Outstanding:

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

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 June 30, 2026 and December 31, 2025 were 0 and 1,266,968 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.

the six months ended June 30, 2026, the Company issued 1,266,968 shares for the conversion of 280,000 shares of Series A convertible

preferred shares.

As of June 30, 2026, there were no Series A convertible preferred shares remaining outstanding.

B Convertible Preferred Stock

August 16, 2024, the Company designated and issued Series B convertible preferred stock as part of a structured financing

& Outstanding:

140,000 shares as of June 30, 2026 and December 31, 2025, respectively

$ 0.0001 per share

Stated Value:

$ 10 per share

Conversion Terms:

Fixed conversion rate:

conversion rate:

5.18 shares of common stock per Series B convertible preferred stock

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

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 June 30, 2026 and December 31, 2025 were 724,638 and 724,638 ,

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 June 30, 2026

shares as of December 31, 2025

$ 0.0001 per share

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.

1 vote per share

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.

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.

Accordingly, these shares

are treated as constructively retired or held by the Company as treasury stock equivalent and are not considered outstanding for EPS or equity reporting purposes.

Under ASC 810-10-45-1 and ASC 505-10-45-2, equity interests held by a parent, subsidiary, or

an entity under common control in the reporting entity must be eliminated in consolidation.

Similarly, shares held by entities consolidated

into or controlled by the Company are treated as not outstanding, since they represent an indirect investment in the Company’s

and Incentive Plans

1 unchanged sentence

employees, directors, and consultants.

Transactions for the Three Months Ended March 31, 2026

Transactions for the Six Months Ended June 30, 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 .

the six months ended June 30, 2026, the Company issued 11,558,603 shares for cash consideration of $ 7,917,443 .

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

the six months ended June 30, 2026, the Company issued 8,918,500

shares of common stock to consultants for services rendered, having a fair value of $ 9,256,435 ($ 0.35

- $ 1.12 /share),

2 unchanged sentences

Company issued 3,181,818 shares of common stock to convert the remaining balance of $ 1,375,000 on loan #32 at a price per share of $ 0.43 .

Transactions for the Three Months Ended March 31, 2025

Issued for Penalties and Interest

the six months ended June 30, 2026, the Company issued 67,100 shares with a fair value of $ 29,323 as penalties and interest.

Issued with Notes Payable

the six months ended June 30, 2026, the Company issued 343,300 shares with a fair value of $ 131,975 as part of the issuance of notes

These shares were recorded at a relative fair value as an additional debt discount and amortized over the life of the note.

Issued for Conversion of Series A Preferred

the six months ended June 30, 2026, the Company issued 1,266,968 shares of common stock in exchange for the conversion of 280,000 shares

of Series A convertible preferred.

Transactions for the Six Months Ended June 30, 2025

Issued for Cash and Warrants – Public Offering

2 unchanged sentences

this offering, the Company paid direct offering costs of $ 1,538,914 , resulting in net proceeds of $ 13,461,086 .

proceeds from the offering are expected to be used for:

proceeds from the offering were used for:

operations and infrastructure;

14 unchanged sentences

Issued for Services

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),

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

based upon the quoted closing trading price.

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),

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.

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.

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 a fee of 116,000 shares of common stock with a fair value

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

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 .

B Convertible Preferred Stock – Distribution – Related Party

15 unchanged sentences

distribution did not impact the determination of net income (loss) available to common stockholders and was excluded from the calculation

of earnings per share in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or

of EPS in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or

expense-generating event.

9 unchanged sentences

would require derivative liability treatment.

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.

June 30, 2026 and December 31, 2025, the Company had accrued dividends totaling $ 60,000 and $ 147,500 , respectively.

In the six months

ended June 30, 2026, the Company issued 100,845 shares of common stock for dividends.

following is a summary of the Company’s dividends:

of Dividends Payable

issued and outstanding

Total Dividends

Preferred Stock

Shares issued and outstanding

Stated value per share

rate (10%/12%)

shares due per year

- at issuance date

Minimum price

- 70%/80% discount to market price

shares due per quarter

Equivalent common shares -

Total dividend

shares due at reporting date

- at issuance date (fixed rate)

value of dividends payable - at reporting date

Dividend rate (10%/12%)

Dividend due per year

Market price - at issuance date

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

Conversion price

Dividend shares due per quarter

Equivalent common shares - per year

Total dividend shares due at reporting date

Market price - at issuance date (fixed rate)

Fair 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 March 31, 2026 and December 31, 2025,

summary of the Company’s non-vested shares (due to service time-based restrictions) as of June 30, 2026 and December 31, 2025,

is presented below:

1 unchanged sentence

Weighted Average

Non-Vested Shares

Balance - December 31, 2025

Cancelled/Forfeited

Balance - March 31, 2026

Balance - June 30, 2026

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

8 unchanged sentences

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

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

June 30, 2026, unrecognized stock compensation expense related to restricted stock was $ 292,861 , 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

the six months ended June 30, 2026, and 2025, the Company recognized compensation expense of $ 156,652 and $ 981,211 , 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:

option transactions for the six months ended June 30, 2026 is summarized as follows:

of Stock Option Transaction

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life (in years)

Outstanding December 31, 2025

Forfeited/Cancelled

Outstanding June 30, 2026

Exercisable June 30, 2026

fair value of the stock options granted in 2025 were determined using the Black-Scholes Option pricing model with the following assumptions:

of Stock Options Fair Value Assumptions

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

activity for the six months ended June 30, 2026 and December 31, 2025 are summarized as follows:

of Stock Warrant Activity

2 unchanged sentences

Unvested and non-exercisable - December 31, 2025

Unvested and non-exercisable - December 31,2025

Cancelled/forfeited

Outstanding - March 31, 2026

Vested and Exercisable - March 31, 2026

Unvested and non-exercisable - March 31,

Unvested and non-exercisable - March 31, 2026

Outstanding - June 30, 2026

Vested and exercisable - June 30, 2026

Unvested and non-exercisable - June 30, 2026

9 – Intangible Assets

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.

of June 30, 2026 and December 31, 2025, the Company carried no identifiable intangible assets on its balance sheet.

expense for the six months ended June 30, 2026 and 2025 was $ 0 and $ 223,334 , respectively.

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

26 unchanged sentences

Post-Acquisition

Formed Next/Ingle Holdings LLC ( 50 % owned

by Next Holding, 50 % owned by Cohen Global Energy, LLC)

Retains unilateral control over Next/Ingle

Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a non-controlling interest for the

50 % not owned)

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

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

a non-controlling interest for the 50 % not owned)

Next/Ingle Holdings LLC

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

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 .

4 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 CODM to evaluate performance, which include

revenue, gross margin, and operating profit.

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

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

16 unchanged sentences

Infrastructure

of March 31, 2026

As of June 30, 2026

Infrastructure

3 unchanged sentences

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related

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

Operating lease - right-of-use asset

Infrastructure

of December 31, 2025

As of December 31, 2025

Infrastructure

3 unchanged sentences

Operating lease - right-of-use asset

Operating lease - right-of-use asset - related

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

Operating lease - right-of-use asset

1 unchanged sentence

Fuel Delivery

the Three Months Ended March 31,2026

Infrastructure

Fuel Delivery

For the Six Months Ended June 30,2026

Energy Infrastructure

Mobile Fuel Delivery

Cost of sales

General and administrative expenses

Stock based compensation

Depreciation and amortization

costs and expenses

Total costs and expenses

Interest income

Gain (loss) on settlement of liabilities

Interest expense (including

amortization of debt discount)

Total other income (expense)

Gain on settlement of liabilities

Gain on sale of asset

Interest expense (including amortization of debt discount)

( 2,382,900 )

( 3,359,325 )

Total other expense - net

( 1,990,542 )

( 2,870,139 )

( 2,375,584 )

( 15,015,610 )

( 17,391,194 )

Infrastructure

Fuel Delivery

For the Three months ended March 31,2025

For the Six Months Ended June 30,2025

Energy Infrastructure

2 unchanged sentences

General and administrative expenses

Stock based compensation

Depreciation and amortization

1 unchanged sentence

Interest income

Gain (loss) on settlement of liabilities

Loss on settlement of liabilities

( 1,134,944 )

Interest expense (including amortization of debt discount)

2 unchanged sentences

( 7,642,428 )

Total other income (expense) - net

Total other expense - net

( 2,792,118 )

6 unchanged sentences

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

Antonio Lease Settlement

to June 30, 2026, on July 28, 2026, the Company executed a Mutual Release and Settlement Agreement resolving a dispute with the landlord

of its former San Antonio, Texas premises.

Under the settlement, the Company agreed to pay an additional $ 17,820 ,

in installments through October 2026, in addition to the $ 10,000

security deposit previously forfeited.

Purchase Agreement

July 24, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional

investor (the “Investor”).

Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase,

a senior secured convertible note of the Company, in the aggregate original principal amount of $ 2,000,000 (the “Note”),

which is convertible into shares of common stock of the Company (the “Conversion Shares”).

The closing of the transaction

contemplated under the Purchase Agreement occurred on July 24, 2026.

Upon the closing, the Company issued the Note and received gross

proceeds of approximately $ 1.8 million.

The Company intends to use the net proceeds from the sale of the Note for general corporate purposes

and working capital requirements.

to the Purchase Agreement, the Company agreed not to issue any equity, equity-linked securities, debt or preferred shares in any Subsequent

Placement (as defined in the Purchase Agreement) so long as the Note is outstanding, subject to certain exceptions.

The Company also

agreed to provide the Investor with a right of participation in 100% of any Subsequent Placement until the later of the four-month anniversary

of the closing date and the date the Note is no longer outstanding.

Note bears interest at a rate of 12% per annum and will mature on October 24, 2026.

From and after the occurrence and during the continuance

of any Event of Default (as defined in the Note), the interest rate will increase by 9% until such Event of Default is subsequently cured.

The maturity date may be extended for an additional three months by mutual written consent of the Company and the Investor or at the

option of the Investor, subject to the terms of the Note.

On the maturity date, the Company shall pay to the Investor an amount in cash

representing the sum of (i) 50% of all outstanding principal (the “Payment Premium”), (ii) all outstanding principal, and

(iii) all accrued and unpaid interest and Late Charges (as defined in the Note) on such principal and interest.

The Note is convertible

at the option of the Investor into Conversion Shares at a fixed conversion price equal to $ 0.75 per share.

Company may, at any time and with 30 days’ prior notice, redeem all of the outstanding amount then remaining under the Note for

cash in an amount equal to the sum of (i) the Payment Premium, (ii) all outstanding principal, and (iii) all accrued and unpaid interest

and Late Charges on such principal and interest as of the applicable redemption date.

to the Note, if the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement

or offering statement of any of its equity securities (other than on Form S-4 or Form S-8), then the Company shall deliver to the Investor

a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Investor shall so request

in writing, the Company shall include in such registration statement or offering statement all or any number of Conversion Shares and/or

any capital stock of the Company issued or issuable with respect to the Conversion Shares or the Note as requested by the Investor.

Note is secured by the collateral set forth in the Security and Pledge Agreement (as defined below) and is guaranteed by each of the

Company’s subsidiaries pursuant to a Guaranty (the “Guaranty”).

and Pledge Agreement

connection with the Purchase Agreement and the Note, on July 24, 2026, the Company, certain subsidiaries of the Company (each a “Grantor”

and together with the Company, collectively, the “Grantors”) and the Investor also entered into a security and pledge agreement

(the “Security and Pledge Agreement”).

Pursuant to the Security and Pledge Agreement, the Grantors have granted a security

interest in the Collateral (as defined in the Security and Pledge Agreement), which includes substantially all of the assets of the Company.

and Executive Chairman Employment Agreement

July 28, 2026, the Company entered into an employment agreement with Michael D.

Farkas, the Company’s founder, Executive Chairman and

Chief Executive Officer, for an initial three-year term with automatic two-year renewals absent 90 days’ notice.

Under the agreement,

Farkas is entitled to an annual base salary of $720,000 and annual equity compensation (“Salary Equity”) of $2,000,000,

issuable quarterly, together with an annual equity performance award of up to 100% of Salary Equity.

Both the base salary and Salary

Equity increase automatically upon the Company achieving specified annual revenue thresholds ranging from $120 million to $1 billion,

and Salary Equity is subject to a 30% reduction if the Company does not achieve a $200 million market capitalization within one year

of the agreement, reinstated upon subsequent achievement.

Farkas is also entitled to market-capitalization-based bonus issuances

of common stock (10% of shares outstanding at each of five market cap thresholds from $500 million to $8 billion) and a signing bonus

equal to 1.5 years of base salary, Salary Equity, target annual performance bonus, and target equity performance award (approximately

$8,160,000), payable in restricted common stock.

The agreement includes customary severance, change-in-control, and Section 280G provisions,

and terminates automatically if the Company is delisted from Nasdaq and not relisted within 60 days.

The Company is evaluating the accounting

and disclosure implications of this agreement, including the impact on future stock-based compensation expense and potential dilution.

Written Consent

July 31, 2026, holders of a majority of the Company’s outstanding voting securities (approximately 53.45%), together with the Board of

Directors, approved by written consent the following actions, as further described in a Preliminary Information Statement on Schedule

Equity Incentive Plan Amendment No.

4 — increasing shares available for grant under

the plan by 32,000,000 , from 22,250,000 to 54,250,000 shares;

Stock Split — authorizing the Board, at its discretion and within one year, to

effect a reverse stock split at a ratio of between 1-for-5 and 1-for-12, intended to regain

compliance with Nasdaq’s $1.00 minimum bid price requirement (deficiency notice received

March 16, 2026;

compliance deadline September 14, 2026);

C Convertible Preferred Stock Financing — authorizing issuance of up to 1,000,000

shares of a new Series C Non-Voting Convertible Preferred Stock, $10.00 stated value, up

to 10% original issue discount, maximum gross proceeds of $9,000,000, convertible into common

stock at a floor price of $0.135 per share (up to 74,074,074 common shares in the aggregate);

Employment Agreement Equity Issuance — approval, pursuant to Nasdaq Listing Rule

5635(c), of the equity awards issuable to Mr.

Farkas under the employment agreement described

actions were approved by written consent but will not become effective until at least 20 calendar days after the Information Statement

is mailed or otherwise furnished to stockholders.

No shares had been issued and no reverse split had been effected as of the date these

financial statements were issued.

The Company will evaluate the accounting impact of the Series C financing and any subsequent reverse

stock split at the time such transactions are consummated.

to June 30, 2026, the Company issued 357,681 shares of common stock, consisting of 34,482 shares issued to an employee and 323,199 shares issued to consultants.

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