What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-27 compared with 2024-04-01 · 2173 added, 1229 removed, 460 unchanged (88% of the section changed)

Financial Statements

Holdings, Inc.

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity (Deficit)

Statements of Cash Flows

to Consolidated Financial Statements

Financial Statements and Supplementary Data

NextNRG, Inc.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of EzFill

Holdings, Inc.

and Subsidiary

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance

sheets of EzFill Holdings, Inc.

and Subsidiary (the Company) as of December 31, 2023 and 2022, and the related consolidated statements

of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year

period ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company

as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company suffered a net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

the Board of Directors and Stockholders of NEXTNRG, Inc.

and Subsidiaries

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of NEXTNRG, Inc.

and Subsidiaries (the Company) as of December 31, 2024 and

2023 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and

cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has insufficient revenues and

income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern.

plans regarding those matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and the significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a

matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated,

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Revenue Recognition

As discussed in Note 2 to

the consolidated financial statements, the Company recognizes revenue upon the delivery of fuel and monthly on monthly membership fees

in an amount that reflects the consideration the Company expects to receive in exchange for the products and services.

Auditing management’s evaluation of agreements

with customers involves significant judgement, given the fact that some agreements require managements evaluation and allocation of the

transaction price and transfer of goods to the customer.

To evaluate the appropriateness and accuracy of the

assessment by management, we evaluated management’s assessment in relationship to the relevant agreements and management’s

disclosure in the consolidated financial statements.

M&K CPAS, PLLC

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audits provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements

that were communicated, or required to be communicated, to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts

or disclosures to which they relate.

to the net loss for the year, the Company evaluated the need for a going concern.

management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates

on future revenues and expenses which are not able to be substantiated.

discussed in Note 1, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2024.

evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s

plans to mitigate the going concern and management’s disclosure on going concern.

have served as the Company’s auditor since 2020

The Woodlands, Texas

April 1, 2024

PCAOB ID # 2738

Holdings, Inc.

and Subsidiary

Woodlands, Texas

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Balance Sheets

in debt securities

receivable - net

December 31, 2024

December 31, 2023

Current Assets

and equipment - net

lease - right-of-use asset

Accounts receivable - net

Due from related party

Prepaids and other

Total Current Assets

Deposit on future asset purchase

Property and equipment - net

Operating lease - right-of-use asset

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

lease - right-of-use asset

and Stockholders’ Equity (Deficit)

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - net

payable - related parties - net

payable - net

lease liability

Operating lease liability - related party

lease liability

Operating lease - right-of-use asset

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

Term Liabilities

lease liability

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

Notes payable - net

Notes payable - related parties - net

Notes payable - net

Operating lease liability

Operating lease liability - related party

lease liability

Operating lease liability

Dividends payable (common stock) - related parties

Total Current Liabilities

Long Term Liabilities

and Contingencies

Stockholders’

Equity (Deficit)

stock - $ 0.0001 par value;

Notes payable - net

Operating lease liability

Operating lease liability - related party

Operating lease liability

Total Long Term Liabilities

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity (Deficit)

Preferred stock - $ 0.0001 par value;

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

stock - $ 0.0001 par value, 50,000,000 shares authorized 4,776,531 and 3,335,674 shares issued and outstanding, respectively

Common stock issuable

paid-in capital

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

513,000 shares designated 363,000 and none issued and outstanding, respectively

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

150,000 shares designated 140,000 and none issued and outstanding, respectively

Common stock - $ 0.0001 par value, 500,000,000 shares authorized 6,571,343 and 1,806,612 shares issued and outstanding, respectively

Common stock issuable ( 0 and 104,000 shares, respectively)

Additional paid-in capital

Accumulated deficit

( 61,764,329 )

( 45,317,050 )

other comprehensive loss

Stockholders’ Equity (Deficit)

Total Stockholders’ Equity (Deficit)

( 1,906,206 )

Liabilities and Stockholders’ Equity (Deficit)

Holdings, Inc.

and Subsidiary

Statements of Operations and Comprehensive Loss

the Years Ended December 31,

and administrative expenses

and amortization

Total Liabilities and Stockholders’ Equity (Deficit)

accompanying notes are an integral part of these consolidated financial statements

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Operations

For the Year Ended December 31,

Costs and expenses

from operations

Cost of sales

General and administrative expenses

Depreciation and amortization

Total costs and expenses

Loss from operations

( 7,282,119 )

( 8,533,560 )

income (expense)

Other income (expense)

Interest income

Interest expense (including amortization of debt discount)

( 8,248,642 )

on sale of marketable debt securities - net

other income (expense) - net

( 1,719,296 )

Loss on sale of marketable debt securities - net

Loss on debt extinguishment - related party

Total other income (expense) - net

( 8,906,889 )

( 1,938,329 )

per share - basic and diluted

average number of shares - basic and diluted

Comprehensive

$ ( 16,189,008 )

$ ( 10,471,889 )

in fair value of debt securities

comprehensive loss:

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

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

Preferred stock dividend

Net loss available to common stockholders - basic and diluted

$ ( 16,447,279 )

$ ( 10,471,889 )

Holdings, Inc.

and Subsidiary

of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2023

Loss per share - basic and diluted

Weighted average number of shares - basic and diluted

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

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024

Equity (Deficit)

Series A - Convertible

Series B - Convertible

Preferred Stock

Common Stock Issuable

Comprehensive

Stockholders’ Equity

Stockholders’

Equity (Deficit)

December 31, 2023

$ ( 45,317,050 ) -

based compensation - related parties

based compensation - other

sold for cash (ATM) - net of offering costs

paid for direct offering costs

gain on debt securities

issued as debt issue costs - related party

issued for services

on debt extinguishment - related party

$ ( 1,906,206 )

Stock based compensation - related parties

Stock issued for cash - related party

Stock issued for accounts payable

Stock issued in connection with loan interest expense - related party

Conversion of debt - related party - preferred stock

Stock issued as debt issue costs - related party

Stock issued for services

Conversion of debt - related party - common stock

Issuance of previously issuable common stock - related party

Loss on debt extinguishment - related party

Stock issued as deposit for future asset purchase

Reverse split true up adjustment

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

( 16,189,008 ) -

( 16,189,008 )

December 31, 2024

$ ( 61,764,329 ) -

Holdings, Inc.

and Subsidiary

Statements of Changes in Stockholders’ Equity

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

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Changes in Stockholders’ Equity (Deficit)

the Year Ended December 31, 2023

Comprehensive

Accumulated Other

Stockholders’

Preferred Stock

Common Stock Issuable

Comprehensive

December 31, 2022

$ ( 34,845,161 )

based compensation - related party

based compensation- other

sold for cash (ATM) - net

Consideration

for acquisition

loss on debt securities

$ ( 34,845,161 )

Stock based compensation - related parties

Stock based compensation - other

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

Cash paid for direct offering costs

Unrealized gain on debt securities

Stock issued as debt issue costs - related party

Stock issued for services

Loss on debt extinguishment - related party

( 10,471,889 )

Holdings, Inc.

and Subsidiary

December 31, 2023

$ ( 45,317,050 )

$ ( 1,906,206 )

$ ( 45,317,050 )

$ ( 1,906,206 )

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

NEXTNRG, INC.

AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Statements of Cash Flows

the Years Ended December 31,

For the Year Ended December 31,

Operating activities

$ ( 16,189,008 )

$ ( 10,471,889 )

to reconcile net loss to net cash used in operations

Adjustments to reconcile net loss to net cash used in operations

Depreciation and amortization

6 unchanged sentences

Bad debt expense

Warrants issued for services rendered

Stock issued in connection with loan interest expense - related party

Stock issued for services

Stock issued for services - related parties

Default penalty interest expense

Loss on debt extinguishment - related party

in operating assets and liabilities

Contributed services - related parties

Changes in operating assets and liabilities

(Increase) decrease in

6 unchanged sentences

Operating lease liability - related party

cash used in operating activities

Net cash used in operating activities

( 4,585,605 )

( 6,643,397 )

from sale of marketable debt securities

of fixed assets - net of refunds on prior purchases

Investing activities

Purchase of vehicles not yet placed into service

( 5,219,876 )

cash used provided by (used in) investing activities

Deposit paid on future asset purchase

Proceeds from sale of marketable debt securities

Advances - related party

Purchase of fixed assets - net of refunds on prior purchases

Net cash used provided by (used in) investing activities

( 5,925,580 )

from line of credit

from notes payable

from notes payable - related parties

from stock issued for cash

paid for direct offering costs

on line of credit

Financing activities

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

Proceeds from notes payable

Proceeds from notes payable - related party

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common stock

Repayments on line of credit

( 1,000,000 )

on notes payable

on loan payable - related party

cash provided by financing activities

decrease in cash

Repayments on notes payable

( 1,097,431 )

Repayments on loan payable - related party

Net cash provided by financing activities

Net decrease in cash

( 1,839,808 )

- beginning of year

- end of year

disclosure of cash flow information

paid for interest

paid for income tax

disclosure of non-cash investing and financing activities

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

up notes payable and vehicle balances for actual borrowings

asset obtained in exchange for new operating lease liability – related party

HOLDING, INC.

AND SUBSIDIARY

Cash - beginning of year

Cash - end of year

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for income tax

Supplemental disclosure of non-cash investing and financing activities

Conversion of debt - related party - Series A, preferred stock

Conversion of debt - related party - common stock

Conversion of accrued interest - related party - common stock

Accrued debt discount (OID)

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

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

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

Stock issue to settle accounts payable

Deposit paid on future asset purchase (common stock issuance)

Deposit paid on future asset purchase (note payable)

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

True up notes payable and vehicle balances for actual borrowings

Termination of right-of-use asset - related party

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

and Nature of Operations

Holding, Inc.

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

and its operating subsidiary, was incorporated on March 28, 2019 , in the State of Delaware and operates in Florida providing an on-demand

mobile gas delivery service.

Its wholly owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.

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

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

Holdings, Inc.

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

wholly owned subsidiary Neighborhood Fuel Holdings, LLC, is inactive.

Control Merger (Related Party)

February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas (“Farkas”)),

an entity under common control.

Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for

all of the issued and outstanding common stock of Next.

connection with this transaction, the Company changed its name from EzFill Holdings, Inc.

to NextNRG, Inc.

– Continued Listing Rule or Standard

previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity did not comply with

the minimum $ 2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity

Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February

20, 2024 to comply with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

See Form 8-K filed

on February 23, 2024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

A hearing occurred on May 2, 2024.

At the hearing, the Company presented

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

August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,

as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the

Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter.

If, within that one-year

monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule

5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will

not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company

be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination

Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if

the initial Panel is unavailable.

The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing

Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

of Presentation

3 unchanged sentences

reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company had:

loss of $ 10,471,889 ;

loss available to common stockholders of $ 16,447,279 ;

cash used in operations was $ 4,585,605

1 unchanged sentence

at December 31, 2024, the Company had:

● Accumulated

deficit of $ 61,764,329

● Stockholders’

deficit of $ 1,906,206 ;

equity of $ 2,155,571 ;

capital deficit of $ 7,416,533

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

9 unchanged sentences

with other companies or acquire other companies to enhance or complement its product and service offerings.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

can be no assurances that financing will be available on terms which are favorable, or at all.

15 unchanged sentences

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

strategic plans include the following:

into new and existing markets (commercial and residential);

additional debt and/or equity based financing,

additional debt and/or equity based financing for growth;

our transaction with NextNRG, Inc.

(occurred February 13, 2025);

● Collaborations

with other operating businesses for strategic opportunities;

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

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

2 - Summary of Significant Accounting Policies

3 unchanged sentences

owned subsidiaries.

All intercompany transactions and balances have been eliminated.

HOLDING, INC.

AND SUBSIDIARY

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 (VIEs), 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.

The Company continuously evaluates its investments

and relationships to assess consolidation requirements.

Combinations, Asset Acquisitions, and Reverse Acquisitions

Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements

under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303.

Transactions qualifying as business combinations are accounted

for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50.

Additionally, the Company

evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure

requirements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities

assumed are recorded at their respective fair values at the acquisition date.

fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed

based on their respective fair values.

Goodwill represents the excess of the purchase price over the estimated fair values of the assets

acquired and liabilities assumed.

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

Fair value and useful

life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in

computing present values.

These judgments may materially impact the estimates used in allocating acquisition date fair values to assets

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

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

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

Adjustments to

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

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

Segments and Concentrations

Company uses the “management approach” to identify its reportable segments.

The management approach requires companies to

report segment financial information consistent with information used by management for making operating decisions and assessing performance

as the basis for identifying the Company’s reportable segments.

The Company manages its business as one reportable segment.

in the United States accounted for 100% of our revenues.

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

HOLDING, INC.

AND SUBSIDIARY

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.

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.

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

The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

Incorrect classification can materially impact:

recognition of goodwill (only in business combinations).

measurement and presentation of acquired assets and assumed liabilities.

Company’s financial position and results of operations.

reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and

the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse

Acquisitions.”

for Reverse Acquisitions

legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its

assets, liabilities, and operations are measured at historical cost.

legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination.

goodwill is recognized, as the transaction is considered a capital reorganization rather

than an acquisition of a business per ASC 805-40-30-2.

equity structure (common stock and additional paid-in capital) is adjusted to reflect that

of the legal acquirer, but the retained earnings balance is that of the accounting acquirer.

Requirements for Reverse Acquisitions

SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose:

detailed description of the transaction, including how control was obtained.

comparative analysis of financial statements before and after the acquisition.

forma financial information in accordance with Regulation S-X, Article 11, showing the impact

of the transaction as if it had occurred at the beginning of the reporting period.

in governance, management, and operations post-acquisition.

SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under SEC

Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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).

S-K, Item 101:

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 (MD&A).

S-X, Article 11:

Requires pro forma financial statements if the acquisition is significant.

8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse

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

805, SEC reporting requirements, and regulatory guidance.

Segments and Expense Disclosure

Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their

reportable operating segments.

280-10-50-1 states that an operating segment is a component of a public entity that:

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

operating results that are regularly reviewed by the Chief Operating Decision Maker (“CODM,”

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

discrete financial information available.

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

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

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of ASU 2023-07 – Segment Expense Disclosure Requirements

October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment

expenses that are regularly reviewed by the CODM.

However, under ASC 280-10-50-31, these requirements apply only to entities with multiple

reportable segments.

Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately.

ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the

Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed

as a single segment.

of Estimates and Assumptions

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues

and expenses during the reported period.

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

in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and other

assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

estimates during the years ended December 31, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables,

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

related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain

tax positions, and the valuation allowance on deferred tax assets.

and Uncertainties

Company operates in an industry that is subject to intense competition and changes in consumer demand.

The Company’s operations

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

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

The factors expected to contribute to this

variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets

in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection

with the Company’s distribution of the product.

These factors, among others, make it difficult to project the Company’s operating

results on a consistent basis.

HOLDING, INC.

AND SUBSIDIARY

preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles (GAAP) requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities

at the date of the financial statements, and the recognition of revenues and expenses during the reporting period.

Actual results may

differ from these estimates, and such differences could be material.

accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.

The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative

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

estimates for the years ended December 31, 2024, and 2023, respectively, include:

● Allowance for doubtful accounts and other receivables

● Inventory reserves and classifications

● Valuation of loss contingencies

● Valuation of stock-based compensation

● Estimated useful lives of property and equipment

● Impairment of intangible assets

● Implicit interest rate in right-of-use operating

● Uncertain tax positions

● Valuation allowance on deferred tax assets

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Uncertainties

Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic

fluctuations.

The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential

business disruptions, supply chain constraints, and liquidity challenges.

accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect

its financial condition, results of operations, and business outlook.

Key factors contributing to variability in sales and earnings include:

Industry 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.

Pricing 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

liquidity, business continuity, and long-term strategic growth.

The Company continuously assesses these risks and implements measures

to mitigate their potential impact.

Value of Financial Instruments

Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements .

ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements.

Fair value is defined

as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific

asset or liability.

Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring

basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining

three tiers are defined as follows:

1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace

for identical or similar assets and liabilities;

3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were fully liquidated during 2023).

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

Level 3 valuations

often involve a higher degree of judgment and complexity.

Level 3 valuations may require the use of various cost, market, or income valuation

methodologies applied to unobservable management estimates and assumptions.

Management’s assumptions could vary depending on the

asset or liability valued and the valuation method used.

Such assumptions could include estimates of prices, earnings, costs, actions

of market participants, market factors, or the weighting of various valuation methods.

The Company may also engage external advisors

to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments

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

HOLDING, INC.

AND SUBSIDIARY

Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements,

which establishes a framework for measuring fair value and requires related disclosures.

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for

the asset or liability.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable

and accrued expenses – related party, are carried at historical cost.

At December 31, 2023 and 2022, respectively, the carrying

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

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

at fair value (“fair value option”).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable

unless a new election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument

should be reported in earnings at each subsequent reporting date.

The Company did not elect to apply the fair value option to any outstanding

financial instruments.

Value Hierarchy

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

● Level 1 – Quoted market prices (unadjusted)

for identical assets or liabilities in active markets.

● Level 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.

● Level 3 – Unobservable inputs that require

significant judgment, including management assumptions and estimates based on available market data.

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

Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income

approaches, as well as assumptions about market conditions, pricing, and other factors.

Value Determination and Use of External Advisors

Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist

in determining fair value.

While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable

values or future fair values.

Instruments Carried at Historical Cost

Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related

party balances)—are recorded at historical cost.

As of December 31, 2024 and 2023, respectively, the carrying amounts of these

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

Value Option Under ASC 825

825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities.

This election

is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs.

If elected, unrealized gains and losses

are recognized in earnings at each reporting date.

The Company has not elected the fair value option for any of its outstanding financial

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

and Cash Equivalents and Concentration of Credit Risk

5 unchanged sentences

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

Available-for-sale

debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component

of other comprehensive income (loss).

gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs

based on the first-in, first-out method.

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

HOLDING, INC.

AND SUBSIDIARY

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

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

(OCI) unless deemed other-than-temporary, per ASC 320-10-35-1.

of Gains, Losses, and Amortization

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

320-10-35-25.

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

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

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

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

The assessment

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

financial condition and creditworthiness of the issuer, and

Company’s intent and ability to hold the security until recovery.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial

condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover.

impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s

cost and its fair value at the balance sheet date of the reporting period for which the assessment is made.

The fair value of the investment

then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value.

following is a summary of the unrealized gains, losses, and fair value by investment type at December 31, 2023 and 2022, respectively:

of Unrealized Gains, Losses, and Fair Value

the year ended December 31, 2023, the Company received proceeds of $ 2,130,116 in connection with the sale and liquidation of its remaining

investment portfolio.

losses, including amortization of bond premiums on these debt securities were $ 34,556 and $ 52,096 for the years ended December 31, 2023

and 2022, respectively.

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

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

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

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

in active markets for identical assets.

HOLDING, INC.

AND SUBSIDIARY

an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value

of the security, per ASC 320-10-35-34.

The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized

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

the years ended December 31, 2024 and 2023, respectively, there were no impairments taken.

the years ended December 31, 2024, and 2023, the Company received proceeds of $ 0 and $ 2,130,116 , respectively, from the sale and liquidation

of its investment portfolio.

losses, including bond premium amortization, were $ 0 and $ 34,556 for the years ended December 31, 2024, and 2023, respectively.

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

Receivables are recorded at their net realizable

value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

Company extends credit to customers based on an evaluation of their financial condition and other factors.

The Company does not require

collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).

for Doubtful Accounts

periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed.

The allowance

is determined based on:

review of outstanding accounts,

collection experience, and

economic conditions (ASC 310-10-35-9).

deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

Credit is extended to customers

based on an evaluation of their financial condition and other factors.

Interest is not accrued on overdue accounts receivable.

does not require collateral.

periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical

collection information and existing economic conditions.

Accounts determined to be uncollectible are charged to operations when that

determination is made.

Applicability

of ASC 326 (“CECL”)

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

loss model for financial assets measured at amortized cost.

However, ASC 326 primarily applies to financial institutions and entities

with long-term financing receivables.

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

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

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

of Accounts Receivable

Schedule of Accounts Receivable

December 31, 2024

December 31, 2023

Accounts receivable

allowance for doubtful accounts

receivable - net

was bad debt expense of $ 83,564 and $ 17,489 for the years ended December 31, 2023 and 2022, respectively.

Accounts receivable - net

the years ended December 31, 2024 and 2023, bad debt was as follows:

December 31, 2024

December 31, 2023

Bad debt expense

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

of operations.

consists solely of fuel.

Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”)

method of inventory valuation.

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

were no provisions for inventory obsolescence for the years ended December 31, 2023 and 2022, respectively.

December 31, 2023 and 2022, the Company had inventory of $ 134,057 and $ 151,248 , respectively.

HOLDING, INC.

AND SUBSIDIARY

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

Inventory consists solely of fuel and is stated at the lower

of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Valuation and Reserve Assessment

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

The Company evaluates factors such as:

conditions affecting fuel prices,

realizable value based on estimated selling price, and

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

the years ended December 31, 2024 and 2023, respectively, the Company did no t record any provisions for inventory obsolescence or impairment.

December 31, 2024 and 2023, the Company had inventory of $ 126,400 and $ 134,057 , respectively.

Concentrations

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

of Concentration of Risk

Ended December 31,

HOLDING, INC.

AND SUBSIDIARY

Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties.

risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially

impact the Company’s financial position, results of operations, and cash flows.

concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the

Company’s total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16).

and Sales Concentrations

Company’s revenue stream may be dependent on a limited number of key customers.

A loss of any significant customer, a decline in

demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues

and profitability.

Receivable Concentrations

Company extends credit to customers based on their financial strength, payment history, and other relevant factors.

A significant concentration

of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues.

Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit

enhancements to mitigate risks.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of Long-lived Assets including Internal Use Capitalized Software Costs

evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances

indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived

Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible

assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative

to expected operating results;

significant changes in the use of the assets;

significant negative industry or economic trends;

in the Company’s business strategy.

In determining if impairment exists, the Company estimates the undiscounted cash flows to be

generated from the use and ultimate disposition of these assets.

impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to

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

were no impairment losses for the year ended December 31, 2023.

note 3 for discussion of impairments of long lived assets.

and Supplier Concentrations

Company relies on a limited number of vendors for certain key materials or services.

A disruption in supply, changes in pricing, or financial

instability of a major supplier could materially impact the Company’s ability to procure necessary materials, leading to increased

costs, delays in production, or operational disruptions.

The Company continuously assesses vendor relationships and explores alternative

suppliers when necessary to mitigate supply chain risks.

Concentration

following table presents customers and vendors that individually accounted for more than 10% of total sales, accounts receivable, or

vendor purchases in the comparative periods presented:

Schedule of Concentration of Risk

Year Ended December 31,

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Year Ended December 31,

Risk Mitigation Strategies

address these risks, the Company implements the following strategies:

● 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.

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

risks, ensuring financial stability and operational continuity.

and Equipment

and equipment is stated at cost less accumulated depreciation.

Depreciation is provided on the straight-line basis over the estimated

useful lives of the assets.

for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations.

property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective

accounts with the resulting gain or loss reflected in operations.

reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount

of the asset may not be recoverable.

were no impairment losses for the year ended December 31, 2023.

and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.”

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred.

Significant improvements

or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized.

disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting

gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5.

Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may

If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected

from the use and disposition of the asset.

If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized

in accordance with ASC 360-10-35-17.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

note 3 for discussion of impairments of long lived assets.

HOLDING, INC.

AND SUBSIDIARY

of Long-lived Assets including Internal Use Capitalized Software Costs

Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software

costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable.

Factors considered include, but are not limited to:

● Significant

changes in expected performance compared to prior forecasts,

in asset utilization, including discontinued or modified use,

industry or economic trends that impact asset value, and

shifts in the Company’s business operations (ASC 360-10-35-21).

Assessment Process

impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be

generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17).

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).

Software Considerations

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

software project is abandoned or significantly modified,

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

software is expected to be replaced by newer technology.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

the years ended December 31, 2024, and 2023, the Company recorded an impairment loss of $ 13,422 and $ 0 , respectively, related to various

This impairment loss has been recorded as a component of general and administrative expenses in the accompanying consolidated

statements of operation.

Note 3 for further discussion of long-lived asset impairments.

Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing

Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

for Derivative Liabilities

liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as

a gain or loss on derivative remeasurement (ASC 815-40-35-4).

The Company uses a binomial pricing model to determine the fair value of

these instruments.

and Extinguishment of Derivative Liabilities

a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or

repaid, the Company:

the newly issued shares at fair value;

● Derecognizes

all related debt, derivative liabilities, and unamortized debt discounts;

a gain or loss on debt extinguishment, if applicable (ASC 470-50-40-2).

equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional

paid-in capital (ASC 815-40-35-9).

Reclassification

of Equity Instruments to Liabilities

instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria under

ASC 815-40-25.

“ Distinguishing Liabilities from Equity” and FASB ASC Topic No.

815, (“ASC 815”) “Derivatives and

Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in

the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative

The Company uses a binomial pricing model to determine fair value of these instruments.

conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated

and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock

at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate

recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities).

In connection with any extinguishments of equity

based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability

balance extinguished.

instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities

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

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

Issue Discounts and Other Debt Discounts

certain notes issued, the Company may provide the debt holder with an original issue discount.

The original issue discount is recorded

as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated

Statements of Operations.

Additionally,

the Company may issue common stock with certain notes issued, which are recorded at fair value.

These discounts are also recorded as

a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in

the Consolidated Statements of Operations.

combined debt discounts can not exceed the face amount of the debt issued.

HOLDING, INC.

AND SUBSIDIARY

In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings

(ASC 815-40-35-8).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

underlying debt instrument, in the Consolidated Statements of Operations.

Liability Balances

of December 31, 2024, and 2023, the Company had no derivative liabilities outstanding.

Issue Discounts and Other Debt Discounts

Company accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation

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

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

Issue Discounts (OID)

certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount,

reducing the face value of the note.

The discount is amortized to interest expense over the term of the debt in the Consolidated Statements

of Operations.

and Other Equity Issued with Debt

Company may issue common stock or other equity instruments in connection with debt issuance.

When stock is issued, it is recorded at

fair value and treated as a debt discount, reducing the carrying amount of the note.

These discounts are amortized to interest expense

over the life of the debt (ASC 470-20-25-2).

combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06).

Issuance Costs

issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense

over the life of the debt in accordance with ASC 835-30-45-1.

These costs are presented as a direct deduction from the carrying amount

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

of Use Assets and Lease Obligations

Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over

the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental

borrowing rate.

renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements

exceed that of the initial lease term, and the performance of the business remains strong.

Therefore, the Right of Use Asset and Lease

Liability may include an assumption on renewal options that have not yet been exercised by the Company.

The Company’s operating

leases contained renewal options that expire at various dates with no residual value guarantees.

Future obligations relating to the exercise

of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to

be exercised.

Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of

leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant

economic penalty to the Company if the option is not exercised.

Management reasonably plans to exercise all options, and as such, all

renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability

that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease

within a particular currency environment.

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

Revenue is recognized

at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships.

Accounting Standards Update (“ASU”) No.

2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue

from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales

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

HOLDING, INC.

AND SUBSIDIARY

Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases.

These amounts reflect the

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

The Company’s contracts with its customers do not include multiple performance obligations.

The Company recognizes revenue

when a performance obligation is satisfied by transferring control over a product or service to a customer.

The amount of revenue recognized

reflects the consideration the Company expects to be entitled to in exchange for such products or services.

following represents the analysis management has considered in determining its revenue recognition policy:

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

The Company’s

leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the 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

not recorded on the balance sheet.

Instead, lease payments are expensed on a straight-line basis over the lease term.

Term and Renewal Options

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

Factors considered include:

useful life of leasehold improvements relative to the lease term,

economic performance of the business at the leased location,

comparative cost of renewal rates versus market rates, and

presence of any significant economic penalties for non-renewal (ASC 842-10-55-26).

a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease

The Company’s operating leases contain renewal options with no residual value guarantees.

Currently, management does

not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

Rate and Lease Liability Measurement

the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate

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 years ended December 31, 2024,

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards

Update (ASU) 2014-09.

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

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

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

from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the

satisfaction of the performance obligation over time within a one-month membership cycle.

Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4:

the Contract with a Customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial

substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable

based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s

ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or,

in the case of a new customer, published credit and financial information pertaining to the customer.

contract exists when the following criteria are met, per ASC 606-10-25-1:

contract creates enforceable rights and obligations between the Company and the customer.

contract has commercial substance (i.e., it affects the Company’s cash flows).

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.

for mobile fuel sales and memberships meet these criteria.

Collectability is assessed based on historical customer payment trends and

credit risk in accordance with ASC 606-10-25-5.

the Performance Obligations in the Contract

obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable

of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily

available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services

is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised services, the Company

must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract.

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

the transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services

to the customer.

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration

that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending

on the nature of the variable consideration.

Variable consideration is included in the transaction price if, in the Company’s judgment,

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

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

HOLDING, INC.

AND SUBSIDIARY

performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in

the context of the contract, per ASC 606-10-25-19.

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

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

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

benefits from access to services throughout the period.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

the transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract

with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a

specific part of the contract.

For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised

in a series of distinct services that forms part of a single performance obligation.

Contracts that contain multiple performance obligations

require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless

the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service

that forms part of a single performance obligation.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

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

account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.

revenue when or as the Company satisfies a performance obligation

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

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

revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable.

Additionally, all contract consideration

is fixed and determinable at the initiation of the contract.

the Company only has two separate and distinct single performance obligations in its contractual arrangements.

the Company generally recognizes membership revenues at the end of each month after services have been rendered.

There are no prepaid

membership revenues.

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

HOLDING, INC.

AND SUBSIDIARY

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

the Transaction Price

transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the

customer, per ASC 606-10-32-2.

Company’s transaction price considerations include:

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

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

During the years ended

December 31, 2024 and 2023, 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.

the Transaction Price to Performance Obligations

contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40.

a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices

(“SSP”) as required by ASC 606-10-32-28.

The standalone selling price is determined based on observable sales data.

Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments.

Revenue When (or As) Performance Obligations Are Satisfied

is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company does not recognize revenue based on customer invoicing dates;

instead, it ensures revenue recognition aligns with the actual

satisfaction of performance obligations per ASC 606-10-25-31.

Agent Considerations

evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC

606-10-55-36 through 55-40.

The Company has determined that it is the principal in these transactions based on the following factors:

Company controls the fuel before it is transferred to the customer.

Company has discretion in pricing, as it sets the selling price of fuel.

Company is responsible for fulfilling the obligation of delivering fuel to the customer.

Company is exposed to inventory risk, as it procures and holds fuel before sale.

on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with

ASC 606-10-55-37A.

of Compliance with ASC 606 and ASU Updates

Revenue Stream

Performance Obligation

Recognition Timing

Consideration Type

Fuel Delivery

At time of delivery

Fixed price per gallon

Membership Fees

Monthly access to fuel services

Over time (one-month cycle)

Fixed monthly subscription

Liabilities (Deferred Revenue)

liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue.

Upon completion

of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer

deposit is relieved and revenue is recognized.

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

liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized

as revenue upon fulfillment.

ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable.

Any prepayments received for fuel

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

following represents the Company’s disaggregation of revenues for the years ended December 31, 2024 and 2023:

of Disaggregation of Revenue

Ended December 31,

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

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

this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases

of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse.

The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not

that some portion, or all, of the deferred tax assets will not be realized.

The effect on deferred taxes of a change in tax rates is

recognized as income or loss in the period that includes the enactment date.

Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”.

that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position

will be sustained upon examination by the tax authorities.

of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure

in the financial statements.

HOLDING, INC.

AND SUBSIDIARY

Schedule of Disaggregation of Revenue

Year Ended December 31,

% of Revenues

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

These costs primarily include:

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

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

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

regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management.

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

Under this method, deferred

tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases

of assets and liabilities.

These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences

reverse (ASC 740-10-30-8).

effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment

date (ASC 740-10-45-4).

Tax Positions

Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

No interest and penalties related

to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022, respectively.

the years ended December 31, 2023 and 2022, respectively, the Company generated net losses, resulting in an estimated income tax liability

of December 31, 2024 and 2023, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure

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

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

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

interest and penalties were recorded for the years ended December 31, 2024 and 2023, respectively.

of Deferred Tax Assets

Company’s deferred income tax assets include certain future tax benefits.

The Company records a valuation allowance against any

portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that

some portion or all of the deferred income tax asset will not be realized.

Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances

on a quarterly basis, or more frequently if events indicate that a review is required.

In determining the requirement for a valuation

allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset

is considered, along with all other available positive and negative evidence.

categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified.

The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation

date, recent pretax losses and/or expectations of future pretax losses.

factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited

future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

duration of statutory carry forward periods;

and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

of temporary differences and predictability of reversal patterns of existing temporary differences;

sensitivity of future forecasted results to commodity prices and other factors.

HOLDING, INC.

AND SUBSIDIARY

Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible

temporary differences.

Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all,

of the deferred tax assets will not be realized.

Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering

both positive and negative evidence (ASC 740-10-30-16).

Considered in Valuation Allowance Assessment

Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:

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

carryforward periods for net operating losses and other deferred tax assets

and feasible tax planning strategies that could impact the realization of deferred tax assets

and predictability of temporary differences and the timing of their reversal

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

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

allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable,

such as cumulative losses in recent years.

The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its

cumulative results in recent years.

However, a cumulative three year loss is not solely determinative of the need for a valuation allowance.

The Company also considers all other available positive and negative evidence in its analysis.

December 31, 2023 and 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting

Allowance Determination

December 31, 2024 and 2023, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting

in a net carrying amount of $ 0 .

costs are expensed as incurred.

Advertising costs are included as a component of general and administrative expense in the consolidated

statements of operations.

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 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 $ 164,296 and $ 136,582 in marketing and advertising costs during the years ended December 31, 2024 and 2023, respectively.

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

fair value-based method.

Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized

over the service period, which is usually the vesting period.

This guidance establishes standards for the accounting for transactions

in which an entity exchanges its equity instruments for goods or services.

It also addresses transactions in which an entity incurs liabilities

in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by

the issuance of those equity instruments.

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

fair value of options.

fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services

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

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

interest rate;

life of option

HOLDING, INC.

AND SUBSIDIARY

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using

the fair value-based method.

Under this guidance, compensation cost is measured at the grant date based on the fair value of the award

and is recognized over the requisite service period, typically the vesting period.

718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services.

applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may

be settled using equity instruments.

compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees,

aligning non-employee share-based payment accounting with that of employees.

The fair value of stock-based compensation is determined

as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting

period in accordance with ASC 718.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

shares of its common stock.

The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the

holder and are classified as equity awards.

The Company measures the fair value of warrants issued for compensation using the Black-Scholes

option pricing model as of the measurement date.

However, for warrants issued that meet the definition of a derivative liability, fair

value is determined based upon the use of a binomial pricing model.

issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital

of the common stock issued.

All other warrants (for services) are recorded at fair value and expensed over the requisite service period

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

Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

price – The agreed-upon price at which the option can be exercised.

dividends – The anticipated dividend yield over the expected life of the option.

volatility – Based on historical stock price fluctuations.

interest rate – Derived from U.S.

Treasury securities with similar maturities.

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

Additionally,

the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based

compensation, including:

treatment of tax benefits and tax deficiencies in income tax reporting.

option to recognize forfeitures as they occur rather than estimating them upfront.

flow classification for certain tax-related transactions.

Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based

compensation to ensure compliance with evolving financial reporting requirements.

connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may

issue warrants to purchase shares of its common stock.

These standalone warrants are not puttable or mandatorily redeemable by the holder

and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.”

fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the

guidance in ASC 718-10-30.

However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,”

fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders

by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued.

available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating

Losses are not allocated to participating securities.

Common shares outstanding and certain other shares committed to be,

but not yet issued, include restricted stock and restricted stock units (“RSUs”) for which no future service is required.

earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported.

earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and

dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding

and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period

(stock options, warrants, convertible preferred stock, and convertible debt).

Company computes earnings per share (“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.

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)

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

by ASC 260-10-45-45.

EPS is computed by taking the sum of:

earnings available to common shareholders

on preferred shares

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:

preferred stock

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

or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under

the two-class method of earnings per share.

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

HOLDING, INC.

AND SUBSIDIARY

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Loss Per Share Considerations

computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.

Participating

Securities & Share-Based Compensation

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

and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition

of a participating security.

RSUs granted under an executive compensation plan are not considered participating securities as the rights

to dividend equivalents are forfeitable.

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 as of December 31, 2024 and 2023 were as follows:

of Dilutive Equity Securities Outstanding

options (vested)

common stock equivalents

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

Schedule of Dilutive Equity Securities Outstanding

December 31, 2024

December 31, 2023

Series A, preferred stock

Series B, preferred stock

Series A, preferred stock - dividends

Series B, 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

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

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

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

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

As a result, all share and per share amounts have

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

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

As a result, all share and per share amounts

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

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

controlled by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management,

members of the immediate families of principal owners of the Company and its management and other parties with which the Company may

deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one

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

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

Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled

by, or are under common control with the Company.

parties include, but are not limited to:

owners of the Company.

of management (including directors, executive officers, and key employees).

family members of principal owners and members of management.

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.

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

in a manner that could prevent either party from fully pursuing its own separate economic interests.

Company discloses all material related party transactions, including:

nature of the relationship between the parties.

description of the transaction(s), including terms and amounts involved.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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.

Notes 1, 10 and 12, which discusses a common control merger between Next and EZFL, after year end, on February 13, 2025

Note 4 which includes accrued interest payable – related parties.

Note 5 for a discussion of related party debt.

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

Note 10 regarding expected share exchange agreement with NextNRG Holding Corp.

Note 11 for a discussion of the Company’s debt arrangements.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Party Agreement with Company owned by Daniel Arbour

February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy

Ltd (“Mountain Views”).

Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal

and founder of Mountain Views.

Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief

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

revenue officer.

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

The term of the Consulting Agreement is for twelve months from the Effective Date.

However, either party may terminate the

Consulting Agreement on two weeks written notice to the other party.

May 15, 2023, EzFill Holdings, Inc.

(the “Company”) and Mountain Views Strategy Ltd.

(“Mountain Views”) entered

into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting

As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal

and founder of Mountain Views.

Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 per

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

The initial term of the agreement is for one

All amounts have been paid.

Party Agreement with Company owned by Avishai Vaknin

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

Telx Computers Inc.

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

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

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

Pursuant to the Services Agreement, the Company

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

The term of the Services Agreement is for twelve months from

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

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

At December 31, 2023, 260,000 shares

have vested, the remaining 65,000 shares will vest in April 2024 ( 32,500 shares) and April 2025 ( 32,500 shares), respectively.

HOLDING, INC.

AND SUBSIDIARY

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

Services include

overseeing all matters relating to the Company’s technology.

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

The initial term of the agreement is for one year.

All amounts have been paid.

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

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

shares have vested, respectively.

The remaining 26,000 shares will vest in April 2025 ( 13,000 shares) and April 2026 ( 13,000 shares),

respectively.

From Related Party

the year ended December 31, 2024, the Company advanced $ 17,150 to an entity controlled by Michael Farkas (a former material debt lender),

and greater than 20 % stockholder in the Company.

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Accounting Standards

to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s

Codification.

We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations,

stockholders’ equity, cash flows, or presentation thereof.

Management has evaluated all recent accounting pronouncements issued

through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not

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

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

Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting

guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities

to provide disclosures about current period gross write-offs by year of origination.

Also, ASU 2022-02 updates the requirements related

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

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

guidance was adopted on January 1, 2023.

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

financial statements.

November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280):

2022-02 – Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

March 2022, the FASB issued ASU 2022-02, which:

the troubled debt restructuring (TDR) model for creditors under ASC 310, “Receivables.”

enhanced vintage disclosures related to credit losses, including gross write-offs by year of origination.

the accounting guidance under ASC 326, “Financial Instruments – Credit Losses,” to enhance disclosures regarding

loan refinancings and restructurings for borrowers experiencing financial difficulty.

Company adopted ASU 2022-02 on January 1, 2023.

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

2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

This ASU improves reportable segment disclosure requirements, primarily through enhanced

disclosures about significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is evaluating the impact this

will have on the Company’s consolidated financial statements and disclosures.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU

ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation

of rate reconciliation categories and income taxes paid by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after

December 15, 2024, on either a prospective or retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact

of ASU 2023-09 on its consolidated financial statements and related disclosures.

HOLDING, INC.

AND SUBSIDIARY

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 consolidated financial

Issued Accounting Standards Not Yet Adopted

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

are various other updates recently issued, most of which represented technical corrections to the accounting literature or application

to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations

or cash flows.

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

Accounting Standards Updates

FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s

consolidated financial position, results of operations, or cash flows.

Reclassifications

prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no material

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

amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation.

These reclassifications

had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows, and did not affect

previously reported consolidated net income (loss) or financial position.

3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

Plant And Equipment Gross

Schedule of Property and Equipment

Estimated Useful

December 31, 2024

December 31, 2023

Lives (Years)

$ 10,338,924 *

Office furniture

Leasehold improvements

Office equipment

Property and equipment, gross

Accumulated depreciation

( 3,306,388 )

property and equipment - net

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

Company licensed certain proprietary technology.

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

to the Licensor upon signing.

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

related to the licensed technology.

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

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

In addition, the Company

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

the end of the fiscal year in which certain sales levels were to be achieved using the licensed technology.

The Company has the option

for four years after the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase

price of 132,864 of its common shares.

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

costs and 50% of the net revenue, as defined, from the use of the technology.

Under the Technology Agreement, the Company licensed proprietary

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

has delivered a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure

to issue equity securities to Fuel Butler.

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

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

continues to be in force.

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

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

The Company has sent a proposal

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

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

HOLDING, INC.

AND SUBSIDIARY

( 2,242,866 )

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.

These vehicles have a useful life of five ( 5 ) years.

Note 9 regarding related right-of-use operating leases.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

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

Additionally,

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

the year ended December 31, 2022.

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

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

As a consequence, management forecasts were revised, and

additional risk factors were applied.

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

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

the year ended December 31, 2023, the Company recorded an impairment loss of $ 105,506 related to items classified as construction in

process that were deemed unusable.

on Future Asset Purchase - Yoshi

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

In connection with this transaction, the Company acquired various

vehicles as part of a growth and expansion plan.

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

its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have

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

Ended December 31, 2024

and amortization expense for the years ended December 31, 2024 and 2023, was $ 1,079,523 and $ 1,107,302 , respectively.

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

the years ended December 31, 2024 and 2023, the Company recorded an impairment loss of $ 13,422 and $ 0 , respectively, related to leasehold

improvements made to certain leased office space that is no longer used.

This impairment loss has been recorded as a component of general

and administrative expenses in the accompanying consolidated statements of operation.

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

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

statements of operations.

ended December 31, 2023

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

the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664

to true up the amounts to their actual balances.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

4 – Accounts Payable and Accrued Liabilities

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

of Accounts Payable and Accrued Liabilities

interest payable - related parties

interest payable

payable and accrued liabilities

Schedule of Accounts Payable and Accrued Liabilities

December 31, 2024

December 31, 2023

Accounts payable

Accrued liabilities - related parties

Accrued interest payable - related parties

Accounts payable and accrued liabilities

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

3 unchanged sentences

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

of Notes Payable Related Parties

- December 31, 2022

discount/issue costs

of Notes Payable

Face amount of note

Debt discount/issue costs

( 1,608,900 )

of debt discount/issue costs

- December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

Amortization of debt discount/issue costs

Balance - December 31, 2023

Debt discount/issue costs - original issue discount

Debt discount/issue costs - stock issuances

( 2,020,387 )

Amortization of debt discount/issue costs

Default penalty interest expense

Conversion of debt - preferred stock

( 3,630,000 )

Conversion of debt - common stock

( 9,322,500 )

Balance - December 31, 2024

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

following is a detail of the Company’s notes payable – related parties at December 31, 2023 and 2022:

of Company’s Notes Payable Related Parties

Payable - Related Parties

Issued with Debt

of Detailed Company’s Notes Payable

Notes Payable - Related Parties

Maturity Date

Shares Issued with Debt

Interest Rate

Default Interest Rate

Default Conversion Rate

December 31, 2024

December 31, 2023

April 19, 2023

July 17, 2024

September 22, 2023

July 17, 2024

October 13, 2023

July 17, 2024

August 16, 2024

August 2, 2023

August 16, 2024

August 23, 2023

August 16, 2024

August 30, 2023

August 16, 2024

September 6, 2023

August 16, 2024

September 13, 2023

August 16, 2024

November 3, 2023

August 16, 2024

November 21, 2023

August 16, 2024

December 4, 2023

August 16, 2024

December 13, 2023

August 16, 2024

December 18, 2023

August 16, 2024

December 20, 2023

August 16, 2024

December 27, 2023

August 16, 2024

January 5, 2024

August 16, 2024

January 16, 2024

August 16, 2024

January 25, 2024

August 16, 2024

February 7, 2024

August 16, 2024

February 20, 2024

August 16, 2024

February 28, 2024

August 16, 2024

March 8, 2024

August 16, 2024

March 15, 2024

August 16, 2024

March 26, 2024

August 16, 2024

April 2, 2024

August 16, 2024

April 8, 2024

August 16, 2024

April 22, 2024

August 16, 2024

June 10, 2024

August 16, 2024

June 28, 2024

August 16, 2024

July 10, 2024

August 16, 2024

July 22, 2024

August 16, 2024

August 6, 2024

August 16, 2024

August 14, 2024

August 16, 2024

November 14, 2024

November 14, 2025

December 2, 2024

December 2, 2025

December 3, 2024

December 3, 2025

December 17, 2024

December 17, 2025

December 30, 2024

December 30, 2025

unamortized debt discount

See discussion below regarding global amendment for Notes #2 and #3.

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

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

Extinguishment

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

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

of $ 1,210,000 .

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

the accompanying consolidated statements of operations.

HOLDING, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

discussion below regarding global amendment for Notes #1, #2 and #3.

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

shares of common stock ( 425,978 ) were issued with the underlying original issue discount notes and treated as additional debt discount.

Ended December 31, 2023

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

related Loss on Debt Extinguishment

2023, the Company originally executed a six-month (6) note payable with a face amount of $ 1,500,000 , less an original issue discount

of $ 150,000 , along with an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000 ), resulting

in net proceeds of $ 1,210,000 .

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

expense in the accompanying consolidated statements of operations.

connection with obtaining this debt, the Company also committed 100,000 shares of common stock to the lender as additional interest expense

(commitment fee).

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

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

The Company recorded this amount as a

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

Total discounts recorded aggregated $ 546,000 .

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

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

The Company recorded this amount as a debt

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

Total debt discounts recorded aggregated $ 546,000 .

October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023

7 unchanged sentences

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

a result, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

of Loss on Debt Extinguishment

value of debt and common stock on extinguishment date *

value of debt subject to modification

on debt extinguishment - related party

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

Schedule of Loss on Debt Extinguishment

Fair value of debt and common stock on extinguishment date *

Fair value of debt subject to modification

Loss on debt extinguishment - related party

* The Company valued the

1 unchanged sentence

($ 4.85 /share).

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

The conversion feature is equal to the greater of (a) $ 1.54 and

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

Additionally, the note contains an anti-dilution

right in the form of a ratchet feature.

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

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

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

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

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

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

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

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

note is subject to cross-default.

1 unchanged sentence

all of the notes with this lender will be considered in default.

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

May 9, 2024 loan date extension below.

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

discussion regarding debt conversion below on August 16, 2024.

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

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

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

2023, the Company executed a six-month (6) note payable with a face amount of $ 600,000 , less an original issue discount of $ 60,000 , along

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

of $ 511,100 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

connection with obtaining this note, the Company also issued 60,000 shares of common stock to the lender having a fair value of $ 406,500 ,

3 unchanged sentences

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

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

Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously

issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater

of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days;

or the greater of the average of the VWAP over the

ten (10) preceding trading days or a floor price of $ 0.70 .

Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will

If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

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

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

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

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

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

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

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

2 unchanged sentences

all of the notes with this lender will be considered in default.

HOLDING, INC.

AND SUBSIDIARY

May 9, 2024 loan date extension below.

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

discussion regarding debt conversion below on August 16, 2024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

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

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

1 unchanged sentence

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

In connection with obtaining this note, the Company was required to issue 260,000 shares of common stock to the lender

having a fair value of $ 539,760 , based upon the quoted closing trading price ($ 2.076 /share).

However, the issuance of these shares would

result in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares are classified

as common stock issuable in the accompanying consolidated balance sheets.

connection with obtaining this note, the Company was required to issue 104,000 shares of common stock to the lender having a fair value

of $ 539,760 , based upon the quoted closing trading price ($ 5.19 /share).

However, the issuance of these shares would result in the lender

having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares are classified as common stock issuable

in the accompanying consolidated balance sheets.

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

In total, the Company recorded debt discounts/issuance

costs of $ 320,000

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

The aggregate discounts calculated above exceeded the face

amount of the note and therefore were limited to the face amount of the note totaling $ 320,000 .

Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days;

In total, the Company recorded debt discounts/issuance costs

of $ 320,000 which is being amortized over the life of the note to interest expense.

The aggregate discounts calculated above exceeded

the face amount of the note and therefore were limited to the face amount of the note totaling $ 320,000 .

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

may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding

trading days;

or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75 .

Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

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

Additionally,

if the Company raises $ 10,000,000 or more, then Note #3 will be repaid.

If the Company raises $ 15,000,000 or more, then both Notes #2

and #3 will be repaid.

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

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

2 unchanged sentences

all of the notes with this lender will be considered in default.

December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

May 9, 2024 loan date extension below.

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

Subsequent to the year ended December

31, 2023, in January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended

to April 19, 2024, the Company is required to issue 180,000 shares of common stock.

However, the issuance of these shares would result

in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

These shares will be classified

as common stock issuable.

The Company determined the fair value of these shares to be $ 270,000 ($ 1.50 /share), based upon the quoted closing

trading price.

These shares will be recorded as additional interest expense.

HOLDING, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended to April 19,

2024, the Company was required to issue 72,000 shares of common stock.

However, the issuance of these shares would result in the lender

having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

Company determined the fair value of these shares was $ 270,000 ($ 3.75 /share), based upon the quoted closing trading price, and recorded

additional interest expense during the year ended December 31, 2024.

discussion regarding debt conversion below on August 16, 2024.

of Notes #1, #2 and #3

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

17, 2024, the Company was required to issue 66,000 shares of common stock.

However, the issuance of these shares would result in the

lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

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

additional interest expense during the year ended December 31, 2024.

Conversion to Series A Preferred Stock

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

A, Preferred Stock, $ 10 /share stated value.

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

the Company increased its interest expense and related debt by $ 1,210,000 for a total of $ 3,630,000 of debt that was converted.

result of the debt conversion, the balance due to this lender was $ 0 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

fair value of the Series A, preferred stock and related loss on debt extinguishment at the conversion date was based on the as-converted

basis, calculated as follows:

of Debt Extinguishment

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

Discount to market price on date of issuance

Conversion price per share

Series A, preferred stock - stated value per share

Conversion price per share

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

Series A, preferred shares issued

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

Equivalent common shares

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

As converted valuation of Series A, preferred stock

Debt converted in exchange for Series A, preferred stock

Loss on debt extinguishment - related party

Note 8 regarding features of this class of securities.

Stock Issuable – Notes #1, #2 and #3

connection with the conversion of these notes on August 16, 2024, 242,000 shares of common stock previously issuable were issued.

net effect on stockholders equity was $ 0 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

#4 - #44 - Notes Payable – Related Party - Material Stockholder greater than 20%

Company has entered into multiple short-term notes payable agreements (one year or less) with a related party controlled by Michael Farkas,

a greater than 20 % stockholder.

Ended December 31, 2024

2024, the Company executed several two-month notes payable with an aggregate face amount of $ 5,711,500 , issued at a discount of $ 466,500 ,

resulting in net proceeds of $ 5,245,000 .

part of securing these notes, the Company issued 425,978 shares of common stock to the lender, valued at $ 2,020,387 , based on the quoted

closing trading price ($ 2.81 - $ 7.10 per share).

total, the Company recorded debt discounts and issuance costs of $ 2,486,887 , which are amortized over the life of the notes as interest

Conversion and Maturity Details

Notes totaling $ 3,630,000 were originally due two months from their issuance date but were subject to automatic two-month

renewals if unpaid or unconverted.

These notes were never in default and were subsequently converted into common stock on August

As of December 31, 2024, the remaining notes totaled $ 2,081,500 and mature one year from their issuance date.

bear interest at 8 %.

and Default Provisions for Converted Notes

to conversion, these notes ($ 3,630,000 ) bore interest at 8 % for the first nine months, then 18 % per month thereafter if still outstanding.

lender was required to issue a written notice of default in the event of non-compliance.

If a default had occurred, the following provisions

would have applied:

Interest & Acceleration:

All outstanding principal and accrued interest would be multiplied by 150% and become immediately due.

Repayment Trigger:

If the Company had raised $ 3,000,000 (debt or equity) before conversion, the entire outstanding balance would

have become immediately due.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Rights Upon Default:

The lender had the right to convert any or all of the outstanding principal and accrued interest into common

stock at the greater of:

10-day VWAP closing price preceding the conversion date.

per share (the floor price).

of Derivative Liability Under ASC 815

Company assessed whether derivative accounting was required for these conversion features.

In connection with the August 16, 2024 debt

conversion the Company evaluated whether any of the debt conversion features required derivative liability accounting under ASC 815-40,

“Contracts in Entity’s Own Equity.”

lender had the right to convert debt into common stock at the greater of:

10-day VWAP closing price preceding the conversion date.

floor price of $ 1.75 per share.

the conversion date, the Company’s stock price was $ 2.76 per share, which was above the $ 1.75 floor price.

the conversion occurred outside an event of default, and the lender was required to convert at the higher market price ($ 2.76 ), not

the floor price ($ 1.75 ), the conversion feature did not meet the criteria for liability classification under ASC 815-40-25.

Company concluded that the conversion feature was indexed to its own stock, did not expose the Company to variable pricing risk,

and did not contain features requiring derivative liability classification.

no derivative liability was recorded in connection with these debt conversions.

- Fair Value Accounting for Debt Conversions – Related Parties – Notes #1 - #39

Company evaluated the fair value accounting treatment for the August 16, 2024, debt conversion in accordance with ASC 470-50, “Debt

– Modification and Extinguishment”, and ASC 815, “Derivatives and Hedging”.

conversion, the outstanding principal and accrued interest of the notes payable (#4 - #39) were exchanged for 3,525,341 shares of common

stock, with a fair value of $ 2.76 per share.

Since the fair value of the equity closely approximated the carrying amount of the converted

debt ($ 9,796,696 ), no gain or loss on debt extinguishment was recognized.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

total debt converted for all related party notes is summarized from above as follows:

of Total Debt Converted for all Related Party Notes

Notes #4 - 39

Notes payable

Accrued interest payable

Total debt prior to 150% default penalty

150% default penalty

Total debt converted to equity

connection with the debt conversion of notes #1 - #3, the Company issued 363,000 shares of Series A, Convertible preferred stock.

connection with the debt conversion of notes #4 - #39, the Company issued 3,525,341 shares of common stock.

Note 8 for details on the features of this class of securities issued in the conversion.

Ended December 31, 2023

the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000 ,

12 unchanged sentences

(the floor price).

In the event such a conversion

were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

December 31, 2023, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions

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

for recording derivative liabilities.

December 31, 2023, the Company was not in default on any of these notes and believed it was in compliance with all terms and conditions

of the notes.

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

Payable - Other

2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership) advanced unsecured working capital

funds (net proceeds after original issue discount of $ 12,500 was $ 250,000 ) to the Company.

In 2023, the note principal of $ 262,500 along

with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid.

HOLDING, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

Payable - Other

Ended December 31, 2023

2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership at that time) advanced unsecured working

capital funds (net proceeds after original issue discount of $ 12,500 was $ 250,000 ) to the Company.

In 2023, the note principal of $ 262,500

along with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid.

Payable (non-vehicles)

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

of Notes Payable Non - Vehicles

- December 31, 2022

amount of note

of debt discount

- December 31, 2023

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

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

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

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

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

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

The Company received net proceeds

of $ 250,000 .

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

Interest Rate

initially 6.5 %, however, subject to change at each reporting period.

unamortized debt discount

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

of Notes Payable

Balance - December 31, 2022

Face amount of note

Debt discount

Amortization of debt discount

Balance - December 31, 2023

Face amount of note

Debt discount

( 1,342,535 )

Amortization of debt discount

Balance - September 30, 2024

following represents the details of the notes summarized in the table above.

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

Under the terms of the agreement, the lender will withhold

8.9 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has

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

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

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

The Company received net proceeds of $ 250,000 .

note was unsecured.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

Under the terms of the agreement, the lender will withhold

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

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

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

note to interest expense.

note represented the refinancing of the initial note from April 2023 (Loan #1).

Under the terms of the new agreement, the Company received

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

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

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

note is unsecured.

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

In connection with this transaction, the Company acquired

various vehicles as part of a growth and expansion plan.

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

part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024,

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

In 2025, this amount will be reclassified

to property and equipment.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 , plus an additional $ 250,000 , between six (6)

and nine (9) months from the transaction date.

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

the asset purchase.

February 2025, an additional $ 600,000 was paid.

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

terms, the balance of $ 250,000 remains and is due between May and August 2025.

loans are unsecured.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

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

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

These fees totaling

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

In the event of default, this note will accrue interest at

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

for $ 200,000 .

This loan is unsecured.

December 2024, the Company executed a loan for $ 1,320,000 .

The Company was required to pay transaction fees of $ 350,035 (debt discount),

resulting in net proceeds of $ 969,965 .

The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

loan is unsecured.

December 2024, the Company executed a loan for $ 1,320,000 .

The Company was required to pay transaction fees of $ 350,000 (debt discount),

resulting in net proceeds of $ 970,000 .

The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

loan is unsecured.

December 2024, the Company executed a loan for $ 660,000 .

The Company was required to pay transaction fees of $ 175,000 (debt discount),

resulting in net proceeds of $ 485,000 .

The Company is required to make 24 weekly payments of $ 27,500 to repay this loan.

loan is unsecured.

Payable - Vehicles

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

of Notes Payable for Vehicles

- December 31, 2021

of vehicles in exchange for notes payable

- December 31, 2022

- December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

of Notes Payable

Balance - December 31, 2022

Balance - December 31, 2023

Balance - December 31, 2024

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

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

of the Company’s Notes Payable for Vehicles

Payable - Vehicles

of Detailed Company’s Notes Payable

Notes Payable - Vehicles

Maturity Date

Interest Rate

Default Interest Rate

January 15, 2021

November 15, 2025

April 9, 2019

February 17, 2024

December 15, 2021

December 18, 2024

December 16, 2021

December 18, 2024

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

February 8, 2022

February 10, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

April 5, 2022

April 20, 2025

August 4, 2022

August 18, 2025

August 4, 2022

August 18, 2025

November 1, 2021

November 11, 2025

November 1, 2021

November 11, 2025

November 1, 2021

November 11, 2025

April 27, 2022

current portion

HOLDING, INC.

AND SUBSIDIARY

Long term portion

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

following represents future maturities of the Company’s various debt arrangements as follows:

of Maturities of Long Term Debt

the Year Ended December 31,

- Related Parties

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

(the “Line of Credit”) with City National Bank of Florida.

to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of

The Credit Limit was $ 0 and $ 3,000,000 at December 31, 2023 and 2022, respectively.

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

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

For the Year Ended December 31,

Notes Payable

Payable - Related Party *

Vehicle Notes Payable

* In connection with

the common control merger with Next in February 2025, future filings will no longer report this amount in this table, as it will be eliminated

in consolidation.

above table does not include unamortized debt discounts associated with the net amounts reported on the accompanying consolidated balance

Ended December 31, 2023

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

of Credit”) with City National Bank of Florida.

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

plus accrued interest of $ 8,813 ).

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

in the Company’s investment portfolio with the Bank.

The Company liquidated its entire position in the investment portfolio during

the second quarter of 2023.

amount outstanding under the Line of Credit bore interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit)

in effect each day.

Interest was due and payable monthly in arrears.

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

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

The Company liquidated its entire position in the investment portfolio in

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

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

6 – Fair Value of Financial Instruments

2 unchanged sentences

This determination requires significant judgments to be made.

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

As noted above, all

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

7 – Commitments and Contingencies

have entered into various operating lease agreements, including our corporate headquarters.

We account for leases in accordance with

ASC Topic 842:

Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease

liability on the balance sheet for all leases with terms longer than 12 months.

Leases are classified as either financing or operating,

with classification affecting the pattern of expense recognition in the statement of operations.

In addition, a lessor is required to

classify leases as either sales-type, financing or operating.

A lease will be treated as a sale if it transfers all of the risks and

rewards, as well as control of the underlying asset, to the lessee.

If risks and rewards are conveyed without the transfer of control,

the lease is treated as financing.

If the lessor does not convey risk and rewards or control, the lease is treated as operating.

if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement,

which is the date when the underlying asset is made available for use by the lessor.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments over the lease term.

Lease right-of-use assets and liabilities at commencement are initially measured at the present value of

lease payments over the lease term.

We generally use our incremental borrowing rate based on the information available at commencement

to determine the present value of lease payments except when an implicit interest rate is readily determinable.

We determine our incremental

borrowing rate based on market sources including relevant industry data.

HOLDING, INC.

AND SUBSIDIARY

Company accounts for leases in accordance with ASC 842:

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

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

Lease classification determines the pattern

of expense recognition in the consolidated statement of operations:

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

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

classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the

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.

Recognition and Measurement

Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease

commencement (the date the underlying asset is available for use).

ROU assets represent the Company’s right to use an asset over

the lease term, while lease liabilities reflect the present value of future lease payments.

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and

non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct

sales-type leases and production equipment classes embedded in supply agreements.

From a lessor perspective, the timing and pattern of

transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately,

would be classified as an operating lease.

have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception

and do not contain purchase options or renewal terms that we are reasonably certain to exercise.

All other lease assets and lease liabilities

are recognized based on the present value of lease payments over the lease term at commencement date.

Because most of our leases do not

provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date

in determining the present value of lease payments.

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

For purposes of calculating lease liabilities, lease

term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component

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

operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments

were fixed at lease inception.

We calculate the present value of future lease payments based on the index or rate at the lease commencement

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

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

December 3, 2021, the Company signed a lease for 5,778 square feet of office space, for occupancy effective January 1, 2022.

term is 39 months, and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses and sales tax.

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

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

HOLDING, INC.

AND SUBSIDIARY

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

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

of December 31, 2024, and 2023, the Company had no finance leases under ASC 842.

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

monthly payment:

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

$ 14,743 (subject to a 3% annual increase);

abated in months 1, 13, and 25

ROU asset recognized:

$ 735,197 (non-cash asset addition)

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

of Operating Lease Assets and Liabilities

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

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

December 31, 2024

December 31, 2023

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

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

of right-of-use operating lease asset

liability expense in connection with obligation repayment

December 31, 2024

December 31, 2023

Operating lease costs

cash flow information related to operating leases was as follows:

cash outflows from operating lease (obligation payment)

asset obtained in exchange for new operating lease liability

HOLDING, INC.

AND SUBSIDIARY

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

Total undiscounted cash flows

amount representing interest

value of operating lease liability

Present value of operating lease liability

current portion of operating lease liability

operating lease liability

Lease – Related Party

August 1, 2023, the Company signed a lease for 1,200 square feet of office space owned by the Company’s Chief Technology

The lease term is 48 months, and the total monthly payment is $ 6,955 , including base rent, estimated operating expenses

and sales tax.

Long-term operating lease liability

Leases – Related Party

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

Chief Technology Officer (CTO).

Monthly Payment:

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

The lease is subject to a 3% annual escalation.

Right-of-Use (ROU) Asset:

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

Asset - Lease Termination – Related Party

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

Additionally, no penalties

were incurred.

For financial accounting purposes, the transaction was insignificant.

Right-of-Use Asset – Related Party

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

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

lease is subject to a 3 % annual increase.

An initial Right of Use (“ROU”) asset of $ 316,557 was recognized as a non-cash

An initial Right of Use (“ROU”) asset of $ 340,368 will be recognized as a non-cash

asset addition.

tables below present information regarding the Company’s operating lease assets and liabilities – related party at December 31,

2023 and 2022, respectively:

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2024 and 2023,

respectively:

of Operating Lease Assets and Liabilities

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

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

The components of lease expense were as follows:

December 31, 2024

December 31, 2023

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

Operating lease liability

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

of right-of-use operating lease asset

liability expense in connection with obligation repayment

December 31, 2024

December 31, 2023

Operating lease costs

cash flow information related to operating leases was as follows:

cash outflows from operating lease (obligation payment)

asset obtained in exchange for new operating lease liability

Amortization of right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

Total undiscounted cash flows

amount representing interest

value of operating lease liability

Present value of operating lease liability

current portion of operating lease liability

operating lease liability

Long-term operating lease liability

Note 10 for termination of lease and execution of new lease.

Ended December 31, 2023

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

2 unchanged sentences

The stock portion of the compensation contains vesting provisions and are

recorded as earned.

expensed as earned.

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

10 unchanged sentences

These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 6.40 /share).

the year ended December 31, 2023, the CTO vested in 260,000 shares of common stock, having a fair value of $ 665,600 .

Additionally, the

remaining 65,000 shares vest 32,500 in April 2024 and 2025, respectively.

A corresponding expense totaling $ 52,000 was recorded for those

shares ( 65,000 ) which were part of this employment agreement that had not yet vested.

Total expense recorded during the year ended December

31, 2023 for the CTO was $ 717,600 .

HOLDING, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

expense was recorded as a component of general and administrative expenses for the year ended December 31, 2023.

Company has filed several Form 8K’s during July and August 2023 related to the hiring and termination of various officers, directors

and board members.

the year ended December 31, 2023, the CTO vested in 104,000 shares of common stock, having a fair value of $ 665,600 .

Additionally, the

remaining 26,000 shares vest 13,000 each in April 2025 and 2026, respectively.

A corresponding expense totaling $ 52,000 was recorded

for those shares ( 26,000 ) which were part of this employment agreement that had not yet vested.

expense recorded during the year ended December 31, 2023 for the CTO was $ 717,600 .

expense recorded during the year ended December 31, 2024 for the CTO was $ 34,666 .

expense was recorded as a component of general and administrative expenses for the years ended December 31, 2024 and 2023, respectively.

Company has filed several Form 8K’s during July and August 2023 as well as February 2025, related to the hiring and termination

of various officers, directors and board members.

Directors (New Board Members)

1 unchanged sentence

grant date based upon the quoted closing trading price ($ 4.95 - $ 5.53 /share).

All shares will vest in June 2024 at the Company’s

All shares vested in June 2024 coinciding with the Company’s

annual meeting.

Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services are being provided.

Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services were provided.

2024, the Company granted various board directors an aggregate of 136,484 shares of common stock having a fair value of $ 520,000 on the

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

All shares vested on December 31, 2024.

The Board of Directors

had its annual meeting on January 16, 2025 to approve these issuances as well as establish pricing for these awards.

Directors (Former Board Members)

1 unchanged sentence

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

Ended December 31, 2024

connection with the employment agreements noted above, the Company recorded stock based compensation of $ 286,000 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Contingencies

5 unchanged sentences

for potential insurance or third-party recoveries.

of December 31, 2023 and 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require

accrual or disclosure.

HOLDING, INC.

AND SUBSIDIARY

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

require accrual or disclosure.

8 – Stockholders’ Equity (Deficit)

in Authorized Shares

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

This increase was made to:

current and future equity financings,

conversions of preferred stock into common stock,

future stock-based compensation plans, and

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

of December 31, 2024, the Company had four (4) classes of stock, detailed as follows:

Stock (Undesignated)

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

& Outstanding:

$ 0.0001 per share

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

None , unless declared by the Board of Directors

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

8 – Stockholders’ Equity (Deficit)

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

shares authorized

issued and outstanding

value - $ 0.0001

senior to any other class of preferred stock

preference – none

of redemption - none

shares authorized

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

value - $ 0.0001

at 1 vote per share

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

August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion.

513,000 ( none designated in 2023)

& Outstanding:

363,000 shares as of December 31, 2024

$ 0.0001 per share

$ 10 per share

conversion rate:

4.53 shares of common stock per Series A 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 December 31, 2024:

variable number of shares are required for settlement

Note 5 for detailed calculations.)

10% per year (2.5% per quarter), accrued and payable in common stock

○ Calculation:

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

● Liquidation

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Preferred Stock – Series B

October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction.

150,000 ( none designated in 2023)

& Outstanding:

140,000 shares as of December 31, 2024

$ 0.0001 per share

$ 10 per share

conversion rate:

5.18 shares of common stock per Series B Preferred Stock

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

in a fixed number of common shares per preferred share

equivalent common shares at December 31, 2024:

variable number of shares are required for settlement

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

○ Calculation:

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

● Liquidation

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

& Outstanding:

shares as of December 31, 2024

shares as of December 31, 2023

$ 0.0001 per share

1 vote per share

of All Classes of Equity

following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2024.

of Various Classes of Equity

and Outstanding/

common shares for each

preferred share (fixed)

Equivalent to as converted shares

annually paid in common stock

common shares for each preferred share (fixed)

to as converted

annually paid in common stock

vote per share

and Incentive Plans

Schedule 14A Information Statements filed with the US Securities and Exchange Commission for complete details of the Company’s

Stock Incentive Plans.

All issuances under these Plans has been noted below for the years ended December 31, 2023 and 2022, respectively.

HOLDING, INC.

AND SUBSIDIARY

Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to

employees, directors, and consultants.

detailed information on the Company’s Stock Incentive Plans, refer to Schedule 14A Information Statements filed with the U.S.

and Exchange Commission (SEC).

issuances under these plans for the years ended December 31, 2024 and 2023 are disclosed in the consolidated financial statements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Transactions for the Years Ended December 31, 2024

Issued for Debt Issuance Costs – Related Party

Company issued 425,978 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value

of $ 2,020,387 ($ 2.81 - $ 7.10 /share), based upon the quoted closing trading price.

lender (an entity controlled by the Company’s Chief Executive Officer) holds a greater than 20% ownership of the Company.

of Employee Shares – Related Parties

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

various board directors.

The effect of issuing these shares had no net effect of stockholder’s deficit as the share issuance was

reflected at par value.

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

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

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

share based payments with board directors were $ 771,334 .

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

share based payments with board directors and officers for the year ended December 31, 2024 totaled $ 806,000 .

Issued for Services

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

based upon the quoted closing trading price.

B, Preferred Stock Issued for Cash – Related party

Company issued 140,000 shares of Series B, preferred stock to a related party for $ 1,400,000 ($ 10 /stated value per share).

related party holds a greater than 20 % ownership of the Company.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Stock Issued in Debt Conversion – Related party

Company converted all outstanding principal ($ 6,215,000 ) and accrued interest ($ 316,130 ) into 3,525,341 shares of common stock.

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

As a result, and just prior to conversion, the Company increased

its interest expense and related debt by $ 3,265,565 for a total of $ 9,796,696 of debt that was converted.

As a result of this debt conversion,

the balance due to this lender was $ 0 .

The fair value of the common stock at the conversion date was $ 2.76 /share.

Accordingly, since

this was a related party transaction, no gain on debt extinguishment was recorded.

The related party holds a greater than 20 % ownership

of the Company.

Issued to Settle Accounts Payable

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

the quoted closing price.

A, Preferred Stock Issued in Debt Conversion – Related party

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

A, Preferred Stock, $ 10 /share stated value.

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

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

debt that was converted.

As a result of this debt conversion, the balance due to this related party lender was $ 0 .

related party holds a greater than 5 % ownership of the Company.

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

A and B – Preferred Stock Dividends Payable in Common Stock – Related Parties

accordance with the terms of the Company’s Series A and B, Preferred stock, the Company is required to accrue dividends on a quarterly

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

other provisions that could result in a variable number of shares required for settlement in the future.

Additionally,

the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that

would require derivative liability treatment.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Company has calculated its dividends payable as follows:

of Dividends Payable

Series A - Convertible Preferred Stock

Series B - Convertible Preferred Stock

Total Dividends Payable

Shares issued and outstanding

Stated value per share

Dividend rate (10%/12%)

Dividend shares due per year

Market price - at issuance date

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

Conversion price

Dividend shares due per quarter

Equivalent common shares - per year

Total dividend shares due - at reporting date

Market price - at issuance date (fixed rate)

Fair value of dividends payable - at reporting date

Transactions for the Year Ended December 31, 2023

9 unchanged sentences

was pursuant to vesting.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Issued for Services

1 unchanged sentence

based upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party

Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable)

Company issued 660,000

shares of common stock in connection with the

issuance notes payable (See Note 5), having a fair value of $ 919,500

- $ 2.71 /share),

based upon the quoted closing trading price.

Issued for Debt Issuance Costs – Related Party (Common Stock Issuable)

Company issued 264,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500

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

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

this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement.

This lender holds a greater than 5 %

controlling interest in the Company.

Transactions for the Year Ended December 31, 2022

Issued for Services – Related Parties

Company issued 45,932 shares of common stock to certain officers and directors for services rendered, having a fair value of $ 1,309,524

($ 28.51 /share), based upon the quoted closing trading price.

The recipients were subject to vesting provisions in connection with their

restricted stock grants, and in certain cases, for any individual that was terminated, related shares may have received accelerated vesting.

Issued for Services

Company issued 4,268 shares of common stock for services rendered, having a fair value of $ 102,759 ($ 24.08 /share), based upon the quoted

closing trading price.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

Issued for Acquisition

Company issued 5,040 shares of common stock in connection with the acquisition of Full Service Fueling, having a fair value of $ 50,000

($ 9.92 /share), based upon the quoted closing trading price.

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

Stock and Related Vesting

1 unchanged sentence

Schedule of Company Nonvested Shares

- December 31, 2021

Weighted Average

Non-Vested Shares

Balance - December 31, 2022

Cancelled/Forfeited

- December 31, 2022

Balance - December 31, 2023

Cancelled/Forfeited

- December 31, 2023

Balance - December 31, 2024

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

1 unchanged sentence

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

5 unchanged sentences

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

December 31, 2023, unrecognized stock compensation expense related to restricted stock was $ 324,134 , which will be recognized over a

weighted-average period of 1.27 years

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

option transactions for the years ended December 31, 2023 and 2022 are summarized as follows:

December 31, 2024, unrecognized stock compensation expense related to restricted stock was $ 45,067 , which will be recognized over a weighted-average

period of 1.11 years

the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 286,000 and $ 290,334 , related to the vesting

of these shares.

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

of Stock Option Activity

Exercise Price

- December 31, 2021

and Exercisable - December 31, 2021

and non-exercisable - December 31, 2021

Cancelled/Forfeited

- December 31, 2022

and Exercisable - December 31, 2022

and non-exercisable - December 31, 2022

Stock Options

Outstanding - December 31, 2022

Vested and Exercisable - December 31, 2022

Unvested and non-exercisable - December 31, 2022

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Outstanding - December 31, 2023

Vested and Exercisable - December 31, 2023

Unvested and non-exercisable - December 31, 2023

Ended December 31, 2023

3 unchanged sentences

vested on the grant date.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

remaining 80,000 options were granted to consultants for a project that was cancelled in 2023.

4 unchanged sentences

$ 0 on the consolidated statements of operations for this grant.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

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

Schedule of Fair Value Assumptions

free interest rate

Expected term (years)

Expected volatility

Expected dividends

Risk free interest rate

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

1 unchanged sentence

forfeiture of any issued and outstanding amounts held.

Ended December 31, 2022

Company granted 71,558 stock options, having a fair value of $ 357,400 .

the total, 65,308 stock options were granted to certain former officers and directors for services to be rendered, having a fair value

of $ 350,000 .

these total options granted, 28,572 options were fully vested ($ 153,125 ), the remaining 36,736 were subject to cancellation due to termination

In 2023, the Company reversed previously recorded stock based compensation of $ 9,375 , which was reversed due to non-vesting

in these service based grants.

Due to some of these options being cancelled during the third quarter of 2023, an additional $ 14,063 was

also reversed due to non-vesting in those service based grants.

remaining 6,250 stock options were granted to a consultant for services to be rendered, having a fair value of $ 7,400 .

Only 3,125 options

having a fair value of $ 3,700 vested.

The remaining 3,125 options ($ 3,700 ) will not vest and no additional compensation was recorded.

fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions:

free interest rate

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

compensation expense for the years ended December 31, 2023 and 2022 and 2022 included those amounts associated with vesting of common

stock and options of $ 1,525,146 and $ 1,412,283 , respectively with various officers and directors.

amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their

awards, in which the Company recorded previously recognized expense.

These amounts were insignificant.

the totals above, $ 1,215,365 and $ 694,524 were for related parties for the years ended December 31, 2023 and 2022, respectively.

activity for the years ended December 31, 2024 and 2023 are summarized as follows:

of Stock Warrant Activity

Exercise Price

- December 31, 2021

and Exercisable - December 31, 2021

- December 31, 2021

Outstanding - December 31, 2022

Vested and Exercisable - December 31, 2022

Unvested - December 31, 2022

Cancelled/Forfeited

- December 31, 2022

and Exercisable - December 31, 2022

- December 31, 2022

Outstanding - December 31, 2023

Vested and Exercisable - December 31, 2023

Unvested and non-exercisable - December 31, 2023

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

HOLDING, INC.

AND SUBSIDIARY

Outstanding - December 31, 2024

Vested and Exercisable - December 31, 2024

Unvested and non-exercisable - December 31, 2024

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

9 – Acquisition

March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling

service provider, for (a) a net amount of $ 321,250 cash after a credit of $ 3,750 , and (b) 5,040 common shares, with a value of $ 50,000

based upon the quoted closing price.

Further, the Purchase Agreement includes provisions wherein the Company agrees to utilize Seller’s

affiliate Palmdale Oil Company, Inc.

(“Palmdale”) as one if its main fuel suppliers throughout the state of Florida, with

preferred pricing on all fuel purchases.

Palmdale will also provide the Company with access to vehicle parking at their locations throughout

the state in order to support the expansion of the Company’s mobile fueling business.

This acquisition was considered an acquisition

of a business under ASC 805.

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

Schedule of Purchase Price Allocation at Fair Value

9 – Asset Purchase Agreements

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

In connection with this transaction, the Company acquired various

vehicles as part of a growth and expansion plan.

Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations.

the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have been classified as a component

of deposit on future asset purchase totaling $ 2,035,283 .

Consideration

value of consideration transferred

amounts of identifiable assets acquired

identifiable intangibles

assets acquired

vehicles are being depreciated over their estimated useful lives.

Goodwill of $ 36,856 is primarily related to factors such as synergies

and market share.

Goodwill is not deductible for tax purposes.

Transaction costs related to the acquisition were not material.

of the remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022.

At December 31, 2023, the vehicles

acquired are still in service.

HOLDING, INC.

AND SUBSIDIARY

for this asset purchase consisted of the following:

Cash - $ 1,250,000 ;

Stock – 201,613 shares of common stock;

having a fair value of $ 535,283 ($ 2.66 /share),

based upon the quoted closing price;

Note Payable - $ 250,000

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

The balance of $ 600,000 was paid in February

shares were issued as of December 31, 2024

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

In February 2025, the balance was

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 ( 5 ) years.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

10 – Material Definitive Agreement as Amended and Reverse Acquisition

Assets – Operating Leases - Shell

connection with the closing of the Shell transaction, the Company assumed certain operating leases (parking lots and offices) subsequent

These leases had commencement dates ranging from January – February 2025 ending between October 2028 – June

Total payments over the remaining lease terms are approximately $ 814,000 .

10 – Common Control Merger

into Material Definitive Agreement Related Party – as Amended and Restated

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

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

Agreement”), pursuant to which the Company agreed to acquire from the Members 100 %

of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 100,000,000

shares of common stock.

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

shares of common stock will vest upon the closing of the acquisition of Next Charging,

shares of common stock will vest upon the acquisition of the first target;

shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid,

and/or battery storage system.

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

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

Charging is a renewable energy company formed by Michael D.

Next Charging has plans to develop and deploy wireless electric vehicle

charging technology coupled with battery storage and solar energy solutions.

Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman

of the Company.

Farkas is the managing member and CEO of Next Charging.

Farkas is also the beneficial owner of approximately

20 % of the Company’s issued and outstanding common stock.

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

(“NextNRG”) and Michael Farkas,

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

to which the Company agreed to acquire from the Members 100 % of the membership interests of NextNRG (the “Membership Interests”)

in exchange for up to 40,000,00 shares of common stock.

September 25, 2024, the Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and

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

to be issued to the NextNRG Shareholders by the Company in exchange for 100 % of the shares of NextNRG to 100,000,000 shares of the Company’s

common stock.

Second Amendment Agreement also provides that in the event NextNRG completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting

or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

As noted above, NextNRG completed

the acquisition of SEI on January 19, 2024, and thus 50,000,000 will vested on the closing date, and 50,000,000 Restricted Shares will

be subject to vesting or forfeiture.

25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially

deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically

defined under the Exchange Agreement) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either

reaching annual revenues exceeding $ 100 million, the Company completing projects with deployment costs greater than $ 100 million, or

the Company completing a capital raise greater than $ 25 million.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate

2 unchanged sentences

(iv) compliance with the rules and regulations of The Nasdaq Stock Market.

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

See Form 8-K filed on November

2, 2023 for additional information.

On March 1, 2024, Next Charging reincorporated

in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp.

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

December 31, 2023 and the date of these financial statements, the agreement has not yet closed.

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

transaction closed on February 13, 2025.

11 – Income Taxes

Components of the deferred tax assets and liabilities at December 31, 2024 and 2023 were approximately as follows:

of Deferred Tax Assets and Liabilities

based compensation

operating loss carryforward

research expenditures

Schedule of Deferred Tax Assets and Liabilities

December 31, 2024

December 31, 2023

Deferred Tax Assets

Tax Liabilities

Stock based compensation

Net operating loss carryforward

Lease liabilities

Capitalized research expenditures

Bad debt reserve

Total deferred tax assets

Deferred Tax Liabilities

( 1,038,000 )

Prepaid assets

Right-of-Use asset

Total deferred tax liabilities

Deferred Tax Assets

valuation allowance

1 unchanged sentence

( 11,308,000 )

tax asset - net

Deferred tax asset - net

components of the income tax benefit and related valuation allowance for the years ended December 31, 2024 and 2023 was approximately

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

of Income Tax Benefit and Related Valuation Allowance

December 31, 2024

December 31, 2023

( 3,193,000 )

( 2,588,000 )

income tax provision (benefit)

Total income tax provision (benefit)

( 3,193,000 )

2 unchanged sentences

Total Tax Provision

HOLDING, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

reconciliation of the provision for income taxes for the years ended December 31, 2024 and 2023 as compared to statutory rates was approximately

of Reconciliation of Provision for Income Taxes

income tax expense (benefit) - 21 %

December 31, 2024

December 31, 2023

Federal income tax expense (benefit) - 21 %

$ ( 3,400,000 )

$ ( 2,199,000 )

income tax expense (benefit) - 4.35 % - net of federal effect

differences - net

in valuation allowance

tax expense (benefit)

State income tax expense (benefit) - 4.35 % - net of federal effect

Permanent differences - net

Deferred adjustments

Change in valuation allowance

Income tax expense (benefit)

net operating loss carry forwards at December 31, 2024 and 2023 were approximately as follows:

of Operating Loss Carry Forwards

December 31, 2024

December 31, 2023

Company reviews its filing positions for all open tax years in all U.S.

7 unchanged sentences

and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

12 - Subsequent Events

Payable Related Party – Material Stockholder greater than 20%

to December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000 , less original

issue discounts of $ 125,000 , resulting in net proceeds of $ 1,250,000 .

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

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

related accrued interest will automatically renew for successive two-month (2) periods.

HOLDING, INC.

AND SUBSIDIARY

to December 31, 2024, the Company had the following transactions:

Company executed a three-month (3) note payable with a face amount of $ 1,000,000 , less an original issue discount of $ 50,000 , along with

an additional $ 10,000 in transaction related fees (total debt discount and issue costs in cash of $ 60,000 ), resulting in net proceeds

of $ 940,000 .

The note bears interest at 15 %.

note ($ 1,000,000 ) was repaid in February 2025, including interest ($ 19,288 ) for a total repayment of $ 1,019,288 .

Company repaid $ 6,089,288 of various loans and notes payable.

Payable – Related Party

to the Common Control Merger, the Company repaid $ 203,000 to Next.

Arrangement – Chief Executive Officer

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

Under this agreement, in exchange for personally

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

This fee will be

paid when the funds are received.

March 24, 2025, the Company executed a loan for $ 3,217,700 .

The Company was required to pay transaction fees of $ 69,000 and an original

issue discount of $ 917,700 (debt discount).

Additionally, the previous outstanding loan #6 (see Note 5), of $ 715,000 was repaid in full.

The Company received net proceeds of $ 1,516,700 .

The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

loan is unsecured.

March 24, 2025, the Company executed a loan for $ 3,217,700 .

The Company was required to pay transaction fees of $ 69,000 and an original

issue discount of $ 917,700 (debt discount).

Additionally, the previous outstanding loan #7 (see Note 5), of $ 715,000 was repaid in full.

The Company received net proceeds of $ 1,516,700 .

The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

loan is unsecured.

March 26, 2025, the Company fully repaid $ 2,500,000 on outstanding loan #5 (see Note 5.

Issued for Cash and Warrants – Public Offering

February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $ 15,000,000 ($ 3 /share).

In connection with

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:

operations and infrastructure;

outstanding debt;

general corporate purposes, including working capital requirements

Additionally,

the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $ 3 /share,

for a period of 45 days (through March 30, 2025)

underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a

direct offering cost.

These warrants are exercisable at $ 3.75 /share.

These warrants are exercisable beginning 6 months after the grant

date and for an additional 4 ½ years through February 13, 2030.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

In connection with obtaining these notes, the Company also issued 156,000

shares of common stock to the lender, which will be accounted for as a debt discount.

lender is required to issue in writing any event of default.

If an event of default occurs, all outstanding principal and accrued interest

will be multiplied by 150% and become immediately due.

Additionally, if the Company raises $ 3,000,000 (debt or equity based), the entire

outstanding principal and accrued interest are immediately due.

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

stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70

(the floor price).

In the event such a conversion

were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

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

See Note 5 for all other related note issuances with

– Continued Listing Rule or Standard

previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity did not comply with

the minimum $ 2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity

Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February

20, 2024 to comply with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

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

The hearing has been scheduled for May 2, 2024.

At the hearing,

the Company intends to present its plan for regaining compliance with the Equity Rule and may request a further extension to

complete the execution of its plan.

No assurance can be provided that Nasdaq will ultimately accept the Company’s plan or that

the Company will ultimately regain compliance with the Equity Rule.

Form 8-K filed on February 23, 2024.

Issued for Services

Company issued 364,108 shares of common stock to consultants for services rendered, having a fair value of $ 1,324,243 ($ 2.72 - $ 3.90 /share),

based upon the quoted closing trading price.

Issued to Settle Accounts Payable

Company issued 15,000 shares of common stock to a vendor to settle outstanding accounts payable, having a fair value of $ 46,650 ($ 3.11 /share),

based upon the quoted closing trading price.

Control Merger (Related Party)

February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas (“Farkas”)),

an entity under common control.

Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for

all of the issued and outstanding common stock of Next.

Company changed its name from EzFill Holdings, Inc.

to NextNRG, Inc.

of NextNRG, Inc.

founded by Farkas, is a renewable energy company focused on developing and deploying wireless electric vehicle charging technology integrated

with battery storage and solar energy solutions.

Control Determination

Company has determined that this transaction qualifies as a common control merger under ASC 805-50-15-6, which defines control as the

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

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

the primary debt lender prior to and at the time of the merger, Farkas had the ability to

influence critical financial decisions;

liquidity was significantly supported by NextNRG funding prior to and at the time of the

merger, reflecting decisions and activities controlled by Farkas;

the date of merger, Farkas controlled approximately 70 % of EZFL.

concurrently exercised control over NextNRG prior to December 31, 2023.

further details, refer to the Form 8-K filed on February 18, 2025.

Accounting Treatment – Related Party

both EZFL and NextNRG shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction

is classified as a common control merger.

the date of acquisition, Farkas owned approximately 70 % of EZFL and 67 % of NextNRG.

authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

Retention of Historical Carrying Amounts

acquired entity’s assets and liabilities are recorded at their historical carrying amounts.

Pooling-of-Interests Approach

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

In these transactions, the entity receiving

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

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

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

Retrospective Application to Financial Statements

historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented.

so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently.

Equity Adjustments

to Additional Paid-In Capital (APIC) and retained earnings are made to reconcile historical balances.

Historical retained earnings (deficit)

are combined and consolidated.

Earnings per Share

100,000,000 shares of common stock issued are treated as outstanding for all historical periods.

● Retroactive

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

stock split, or reverse split.

Common control transactions are typically accounted for on

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

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

a stock dividend or split).

merger’s retrospective application necessitates recalculating EPS for all periods presented.

This ensures comparability by applying historical carrying values to both entities.

vested shares are included in diluted EPS.

Goodwill and Intangible Assets

a common control merger, the Company will not recognize goodwill or intangible assets.

Segment Reporting

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

All current and historical periods will

be adjusted to reflect these allocations.

The Company expects to presents its consolidated financial statements with segments for mobile

fueling services, energy infrastructure services, and technology solutions.

related accounting and financial reporting for this transaction will first be reflected in the Company’s future March 31, 2025

filing on Form 10-Q.

Executive Officer Transition

the time of closing, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer.

The Board of Directors subsequently

appointed Michael D.

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

Farkas, previously the Managing Member

and CEO of NextNRG, is also the significant controlling stockholder of the Company’s issued and outstanding common stock.

Financial Officer Transition

the time of closing, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel Kleiner

as his successor.

details regarding these officer transitions are available in the Form 8-K filed on February 18, 2025.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope

or procedure during the two fiscal years and their respective interim periods.

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-K

Item 8. Financial Statements and Supplementary Data