What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-21 compared with 2024-11-13 · 1962 added, 1404 removed, 295 unchanged (92% 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

Holdings, Inc.

and Subsidiary

and Subsidiaries

Balance Sheets

receivable - net

from related party

Current Assets

Solar project rights

on future asset purchase

and equipment - net

2 unchanged sentences

lease - right-of-use asset

and Stockholders’ Equity (Deficit)

and Stockholders’ Deficit

payable and accrued expenses

2 unchanged sentences

payable - net

payable - related parties - net

payable - related parties

payable - net

2 unchanged sentences

lease liability

payable (common stock) - related parties

payable (common stock)

Current Liabilities

Term Liabilities

payable - net

lease liability

4 unchanged sentences

Stockholders’

Equity (Deficit)

stock - $ 0.0001 par value;

1 unchanged sentence

Preferred stock - Series A, $ 0.0001 par value;

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

513,000 shares designated 363,000 shares issued and outstanding, respectively

Preferred stock - Series B, $ 0.0001 par value;

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

stock - $ 0.0001 par value, 500,000,000 shares authorized 6,208,073 and 1,806,612 shares issued and outstanding, respectively

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

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

related party

stock - $ 0.0001 par value, 500,000,000 shares authorized 112,240,701 and 106,707,827 shares issued, respectively 112,240,701 and 106,707,827

shares outstanding, respectively

paid-in capital

1 unchanged sentence

( 67,535,701 )

Stockholders’ Equity (Deficit)

Stockholders’

( 5,561,668 )

Liabilities and Stockholders’ Equity (Deficit)

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

Holdings, Inc.

and Subsidiary

Statements of Operations and Comprehensive Loss

the Three Months Ended September 30,

the Nine Months Ended September 30,

Cost of sales

and administrative expenses

and amortization

costs and expenses

from operations

( 12,735,035 )

Non-controlling

Stockholders’ Deficit

( 5,712,133 )

( 12,735,035 )

Liabilities and Stockholders’ Deficit

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

and Subsidiaries

Statements of Operations

the Three Months Ended March 31,

Costs and expenses

Cost of sales

General and administrative expenses

Depreciation and amortization

Total costs and expenses

Loss from operations

( 5,753,872 )

income (expense)

expense (including amortization of debt discount)

( 1,860,156 )

Other income (expense)

Interest income

Interest expense (including

amortization of debt discount)

( 3,323,397 )

on sale of marketable debt securities - net

Loss on debt extinguishment – related party

of fixed assets

other income (expense) - net

( 3,184,127 )

( 8,899,797 )

$ ( 8,075,509 )

$ ( 2,226,738 )

Net loss including non-controlling

$ ( 8,937,999 )

$ ( 2,675,252 )

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

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

stock dividend

loss available to common stockholders - basic and diluted

Non-controlling

Non-controlling interest

before preferred stock dividends

( 8,787,534 )

( 2,675,252 )

Preferred stock dividend - payable on Series A

convertible preferred stock - to be issued in common stock ($ 0.31 per share)

Preferred stock dividend

- payable on Series B convertible preferred stock - to be issued in common stock - related party

Preferred stock dividend

loss available to common stockholders

$ ( 8,960,972 )

1 unchanged sentence

per share - basic and diluted

average number of shares - basic and diluted

Weighted average number

of shares - basic and diluted

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

Holdings, Inc.

and Subsidiary

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024

A - Convertible

B - Convertible

the Three Months Ended March 31, 2025

Preferred Stock

Stock - Related Party

Non-Controlling

Stockholders’

1 unchanged sentence

$ ( 12,735,035 )

based compensation - related parties

issued as debt issue costs - related party

issued for services

( 1,899,122 ) -

( 1,899,122 )

( 47,216,172 ) -

( 3,312,101 )

based compensation - related parties

issued as debt issue costs - related party

issued in connection with loan interest expense - related party

Contributed Capital

Stock based compensation - related parties

Stock issued for cash

Cash paid as direct offering cost

( 1,557,005 )

Stock issued for services

Stock issued as loan extension fee

Issuance of common stock for Series A dividend

shares payable

Issuance of common stock for Series B dividend shares payable

Series A - convertible preferred stock dividends

- payable in common stock

Series B - convertible preferred stock dividends

- payable in common stock

Par value true up adjustment

Non-controlling interest

( 8,787,534 )

based compensation - related parties

issued for cash - related party

of debt - related party - preferred stock

of debt - related party - common stock

issued as debt issue costs - related party

issued for services

split true up adjustment

of previously issuable common stock - related party

Loss on debt extinguishment – related party

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

March 31, 2025

$ ( 76,496,673 )

2 unchanged sentences

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

Holdings, Inc.

and Subsidiary

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2023

Comprehensive

the Three Months Ended March 31, 2024

A -Convertible Preferred Stock

B - Convertible Preferred Stock - Related Party

Non-Controlling

Stockholders’

December 31, 2023

$ ( 45,858,717 )

based compensation - related parties

based compensation - other

sold for cash (ATM) - net of offering costs

paid for direct offering costs

gain on debt securities

$ ( 2,370,250 )

2 unchanged sentences

based compensation - related parties

based compensation - other

issued as debt issue costs - related party

issued as debt issue costs (contingent shares) - related party

gain on debt securities

( 2,468,811 )

issued for services

( 2,675,252 )

based compensation - related parties

based compensation - other

issued as debt issue costs - related party

issued for services

March 31, 2024

$ ( 48,533,969 )

3 unchanged sentences

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

Holdings, Inc.

and Subsidiary

and Subsidiaries

Statements of Cash Flows

the Nine Ended September 30,

the Three Months Ended March 31,

Operating activities

Net loss including non-controlling

$ ( 8,937,999 )

$ ( 2,675,252 )

to reconcile net loss to net cash used in operations

and amortization

Impairment of fixed assets

of bond premium and realized loss on investments in debt securities

of operating lease - right-of-use asset

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

of debt discount

issued in connection with loan interest expense - related party

issued for services

issued for services - related parties

penalty interest expense

Loss on debt extinguishment – related party

in operating assets and liabilities

(decrease) in

payable and accrued expenses

payable and accrued expenses - related party

lease liability

Adjustments to reconcile net loss to net cash

used in operations

Contributed capital

Depreciation and amortization

Amortization of intangible

Amortization of operating

lease - right-of-use asset

Amortization of operating

lease - right-of-use asset - related party

Amortization of debt discount

Bad debt expense

Stock issued in connection

with loan extension fee

Stock issued for services

- related parties

Loan forgiveness - other

Changes in operating assets and liabilities

(Increase) decrease in

Accounts Receivable

( 2,300,443 )

Prepaids and other

Increase (decrease) in

Accounts payable and accrued

expenses - related party

Operating lease liability

lease liability - related party

2 unchanged sentences

( 1,378,444 )

from sale of marketable debt securities

- related party

of fixed assets - net of refunds on prior purchases

cash used provided by (used in) investing activities

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

from notes payable

from notes payable - related party

from common stock issued for cash

paid for direct offering costs - common stock

on line of credit

Investing activities

Purchase of equipment

Cash paid in connection

with acquisition of Stat-EI

( 1,800,000 )

on notes payable

on loan payable - related party

cash provided by financing activities

decrease in cash

cash used in investing activities

( 1,811,668 )

- beginning of period

- end of period

disclosure of cash flow information

paid for interest

paid for income tax

disclosure of non-cash investing and financing activities

of debt - related party - Series A, preferred stock

of debt - related party - common stock

of accrued interest - related party - common stock

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

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

note balance for actual borrowings

Financing activities

Proceeds from notes payable

Proceeds from notes payable - related parties

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common

( 1,557,005 )

Repayments on notes payable

( 14,275,603 )

( 1,607,810 )

Repayments on advances

payable - related party

cash provided by financing activities

Net increase (decrease)

Cash - beginning of period

Cash - end of period

Supplemental disclosure

of cash flow information

Cash paid for interest

Cash paid for income

Supplemental disclosure

of non-cash investing and financing activities

Reclassification of

prior period deposit to purchase of vehicles (Yoshi)

Right-of-use asset obtained

in exchange for new operating lease liability - related party

Debt discount (OID)

in connection with the issuance of notes payable

Series A and B - preferred

stock dividends - payable in common stock

Issuance of common stock

for Series A dividend shares payable

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

Series B - convertible

preferred stock distribution - prior investment - related party

Acquisition of Stat-EI

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

HOLDINGS, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

and Nature of Operations

Holdings, 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.

– 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.

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.

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

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

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

solar energy solutions.

of Organizational Structure

Organizational

Incorporation

of Incorporation

Holding Corp.

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

LLC (d/b/a NextNRG Ops, LLC)

Holdings, LLC

NextCharging,

Operations, LLC

Fuel Holdings, LLC

* The Company owns 50% of

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

Control Merger (Related Party)

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Second Amendment Agreement also provided 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”).

NextNRG completed the acquisition

of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date.

The remaining 50,000,000 restricted shares are 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.

to closing the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000 , (ii) received

stockholder approval, (iii) received third-party consents and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock

February 13, 2025, as more fully described above, 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Control Determination

The Company has determined that this transaction

qualifies as a common control merger under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards

Codification (“ASC”) 805-50-15-6, which defines control as the ability to direct management and policies by ownership, contractual

arrangements, or other means.

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

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.

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.

the following discussion, see 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

● Retroactive

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

stock split, or reverse split.

Common control transactions are typically accounted for on

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

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

a stock dividend or split).

vested shares are included in diluted EPS.

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 recognize.

All current and historical periods will

be adjusted to reflect these allocations.

The Company presents its consolidated financial statements with segments for mobile fueling

services, energy infrastructure services, and technology solutions.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Control Transactions and Equity Adjustments

noted above, on February 13, 2025, the Company executed a common control transaction as defined under ASC 805-50-15-6 through 15-9, Business

Combinations – Related Issues.

In accordance with ASC 805-50-30-5, the transaction was accounted for using the carryover basis

of accounting, whereby the assets and liabilities of the transferred entity were recognized at their historical book values with no new

goodwill or gain recognized.

the common control transaction was effective as of February 13, 2025, certain historical intercompany capital transactions and equity

issuances—such as investments in affiliates—were not fully eliminated or reclassified at the transaction date.

These amounts

continued to reside on the individual ledgers of the respective legal entities as equity instruments or investment balances.

In accordance

with ASC 805-50-45-2, transactions between entities under common control that are recognized at book value may result in adjustments

to equity, typically reflected in Additional Paid-In Capital (“APIC”).

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

intercompany equity balances.

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

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

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

the continued need for recurring consolidation-level elimination entries.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of Presentation

6 unchanged sentences

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

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2024 and

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

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

2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2025 and the

results of operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2025 are

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

unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024.

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 27, 2025.

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

cash flows for the three months ended March 31, 2024 have been retrospectively adjusted to reflect the impact of a common control merger

completed on February 13, 2025.

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

1 unchanged sentence

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

and Going Concern

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

reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2025, the Company had:

loss available to common stockholders of $ 8,960,972 ;

cash used in operations was $ 3,448,667

Net cash used in operations

was $ 5,771,840

Additionally,

at September 30, 2024, the Company had:

deficit of $ 58,741,247

Stockholders’

equity of $ 3,558,365 ;

capital deficit of $ 1,302,925

at March 31, 2025, the Company had:

Accumulated deficit of $ 76,496,673

Stockholders’ deficit

of $ 5,561,668 ;

Working capital deficit of

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

4 unchanged sentences

the Company to complete its initiatives or attain profitable operations.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital

8 unchanged sentences

The Company had cash on hand

of $ 828,185 at September 30, 2024.

of $ 2,116,932 at March 31, 2025.

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

3 unchanged sentences

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

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

ending March 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

strategic plans include the following:

into new and existing markets (commercial and residential);

additional debt and/or equity based financing;

Collaborations

with other operating businesses for strategic opportunities;

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

Expand into new and existing

markets (commercial and residential);

additional debt and/or equity based financing for growth;

Collaborations with other

operating businesses for strategic opportunities;

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

2 - Summary of Significant Accounting Policies

3 unchanged sentences

owned subsidiaries.

All intercompany transactions and balances have been eliminated.

Combinations and Asset Acquisitions

Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards

Codification (“ASC”) 805, Business Combinations (“ASC 805”).

costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred.

identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at

their estimated fair values.

The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired,

liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the

acquired entity, is recorded as goodwill.

Such valuations require management to make significant estimates and assumptions.

price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes

in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in

the period the adjustments are determined.

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.

Actual 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 earnings.

HOLDINGS, 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value

of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

If so, the transaction

is accounted for as an asset acquisition.

If not, further determination is required as to whether the Company has acquired inputs and

processes that can create outputs that would meet the definition of a business.

When applying the screen test, significant judgment is

required to determine whether an acquisition is a business combination or an acquisition of assets.

for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50.

A cost accumulation

model is used to determine an asset acquisition’s cost.

Assets acquired are based on their cost, generally allocated to them on

a relative fair value basis.

Direct acquisition-related costs are included in the cost of the acquired assets.

distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine

the nature of the transaction.

Incorrect judgments or changes in decisions in these areas could materially affect the determination of

goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results

of operations.

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.

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.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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).

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting

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.

of ASU 2023-07 – Segment Reporting

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

Improvements to Reportable

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

are regularly provided to the Chief Operating Decision Maker (CODM) and used in assessing segment performance and resource allocation.

in accordance with ASC 280-10-50-31, these expanded disclosure requirements apply only to public entities with more than one reportable

Because the Company currently operates as a single reportable segment, it is not required to disaggregate and disclose individual

segment expenses.

ASC 280-10-50-32 permits entities to voluntarily provide additional segment-related information, such as disaggregated expense details,

the Company has elected not to provide such voluntary disclosures, as its operations are managed and reviewed on a consolidated basis.

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 nine months ended September 30, 2024 and 2023, respectively, include, allowance for doubtful accounts and other

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

useful lives 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.

preparation of financial statements in conformity with U.S.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 three months ended March 31, 2025 and the year ended December 31, 2024, respectively, include:

for doubtful accounts and other receivables

reserves and classifications

of loss contingencies

of stock-based compensation

useful lives of property and equipment

of intangible assets

interest rate in right-of-use operating leases

tax positions

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.

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:

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

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

Macroeconomic

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

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

revenue streams.

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

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

and profitability.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

HOLDINGS, INC.

AND SUBSIDIARY

Company accounts for financial instruments in accordance with 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.

Value Hierarchy

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

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

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

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

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

and estimates based on available market data.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

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.

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 September 30, 2024 and December 31, 2023, respectively,

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

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.

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 Cash Equivalents and Concentration of Credit Risk

1 unchanged sentence

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

September 30, 2024 and December 31, 2023, respectively, the Company did not have any cash equivalents.

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

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

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

September 30, 2024 and December 31, 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.

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.

the nine months ended September 30, 2024 and 2023, the Company received proceeds of $ 0 and $ 2,130,116 , respectively, in connection with

the sale and liquidation of its investment portfolio.

losses, including amortization of bond premiums on these debt securities were $ 0 and $ 34,556 for the nine months ended September 30,

2024 and 2023, respectively.

HOLDINGS, INC.

AND SUBSIDIARY

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

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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.

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 three months ended March 31, 2025 and 2024, respectively, there were no impairments taken.

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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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).

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 March 31, 2025 and December 31, 2024:

Schedule of Accounts Receivable

allowance for doubtful accounts

receivable - net

was bad debt expense of $ 7,799 and $ 1,086 for the three months ended September 30, 2024 and 2023, respectively.

was bad debt expense of $ 41,836 and $ 83,564 for the nine months ended September 30, 2024 and 2023, respectively.

Accounts receivable

allowance for doubtful

Accounts receivable

the three months ended March 31, 2025 and 2024, bad debt was as follows:

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 three and nine months ended September 30, 2024 and 2023, respectively.

September 30, 2024 and December 31, 2023, the Company had inventory of $ 102,685 and $ 134,057 , respectively.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 three months ended March 31, 2025 and 2024, respectively, the Company did no t record any provisions for inventory obsolescence or

March 31, 2025 and December 31, 2024, the Company had inventory of $ 221,113 and $ 126,400 , respectively.

Concentrations

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

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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

Months Ended September 30,

Months Ended March 31,

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Months Ended March 31,

Ended December 31,

Months Ended September 30,

Months Ended March 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 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 SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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, 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;

and changes 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.

HOLDINGS, INC.

AND SUBSIDIARY

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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 three and nine months ended September 30, 2024 and 2023, respectively.

note 3 for discussion of impairments of long lived assets.

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.

note 3 for discussion of impairments of long lived assets.

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

480, (“ASC 480”),

“ 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.

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

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.

the three months ended March 31, 2025 and 2024, the Company did no t record any impairment losses.

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.

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

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.

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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

HOLDINGS, 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).

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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

See Note 7 for third party and related party operating leases.

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.

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:

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.

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.

None of the Company’s

contracts contain a significant financing component.

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.

HOLDINGS, INC.

AND SUBSIDIARY

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

suggest the carrying amount may not be recoverable.

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

2025 and 2024, respectively.

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

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.

revenues for the three months ended March 31, 2025 and 2024 were generated from EZFL.

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

Identify the Contract with a 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

Identify the Performance Obligations in the Contract

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

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

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

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

Determine 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

During the three months ended March 31, 2025 and 2024, respectively, the Company

granted insignificant discounts of less than 1% of total revenues.

financing component – Payments are made upon fuel delivery or at the end of the monthly

membership cycle, per ASC 606-10-32-15.

Allocate 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Recognize 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.

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

Consideration

time of delivery

price per gallon

access to fuel services

time (one-month cycle)

monthly subscription

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

September 30, 2024 and December 31, 2023, the Company had deferred revenue of $ 0 , respectively.

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

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 March 31, 2025 and December 31, 2024, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the three months ended March 31, 2025 and 2024:

Schedule of Disaggregation of Revenue

Months Ended September 30,

of sales primarily include fuel costs and wages/benefits 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.

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

or disclosure in the financial statements.

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 nine months ended September 30, 2024 and 2023, respectively.

Months Ended March 31,

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

These costs primarily include:

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

supplier agreements, and transportation expenses.

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

with the Company’s delivery personnel.

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

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

(ASC 740-10-45-25).

No interest and penalties were recorded for the three months ended March 31, 2025 and 2024, 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.

HOLDINGS, 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).

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

September 30, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax

assets resulting in a net carrying amount of $ 0 .

costs are expensed as incurred.

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

statements of operations.

Company recognized $ 54,099 and $ 29,724 in marketing and advertising costs during the three months ended September 30, 2024 and 2023,

respectively.

Company recognized $ 112,266 and $ 110,102 in marketing and advertising costs during the nine months ended September 30, 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

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.

HOLDINGS, INC.

AND SUBSIDIARY

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

● Sensitivity

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

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

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

Allowance Determination

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

resulting in a net carrying amount of $ 0 .

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

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

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

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Company recognized marketing and advertising costs during the three months ended March 31, 2025 and 2024, respectively as follows:

Schedule of Marketing and

Advertising Costs

Total Sales and Marketing

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.

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

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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).

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.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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:

■ Convertible

preferred stock

■ Convertible

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

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

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

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.

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

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

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following potentially dilutive equity securities outstanding for the three months ended March 31, 2025 and 2024, were as follows:

Schedule of Dilutive Equity Securities Outstanding

A, preferred stock

B, preferred stock

Series A, preferred stock

Series B, preferred stock

Series A, preferred stock - dividends

Series B, preferred stock - dividends

common stock equivalents

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

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 September 30, 2024, the Company has sufficient authorized shares of common stock

on the potential common stock equivalents noted above at March 31, 2025, 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 1:8 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 .

1 unchanged sentence

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.

Note 4 which includes accrued interest payable – related parties.

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

● See Note 1, which discusses the common control merger between Next and EZFL,

on February 13, 2025

Note 4 for accrued liabilities – related parties.

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

Notes 7 and 10 regarding right-of-use operating lease with the Company’s Chief Technology Officer.

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

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

Note 9 regarding expected share exchange agreement with NextNRG Holding Corp.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Party Agreement with Company owned by Daniel Arbour

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

revenue officer.

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

5 unchanged sentences

All amounts have been paid.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

At September 30, 2024 and December 31, 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 nine months ended September 30, 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.

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.

See Note 8 for related vesting of shares and corresponding expense recognition.

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):

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.

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.

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

ASU 2024-03 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standard

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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

This standard requires additional disclosures of certain expenses,

including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories.

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

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

Early adoption is permitted.

The Company is evaluating the impact

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

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.

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.

HOLDINGS, INC.

AND SUBSIDIARY

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

however, it will

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

Accounting Standards Updates

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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

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

the common control merger.

reclassifications had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows.

3 – Property and Equipment

1 unchanged sentence

Schedule of Property and Equipment

and equipment, gross

$ 12,462,941 *

Office furniture

Office equipment

Property and equipment, gross

Accumulated depreciation

( 3,919,461 )

property and equipment - net

Months Ended September 30, 2024

and amortization expense for the three months ended September 30, 2024 and 2023 was $ 269,561 and $ 278,442 , respectively.

and amortization expense for the nine months ended September 30, 2024 and 2023 was $ 810,451 and $ 829,137 , respectively.

the three and nine months ended September 30, 2024, the Company recorded an impairment loss of $ 13,422 related to leasehold improvements

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

( 3,331,289 )

Total property and equipment

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 7 regarding related right-of-use operating leases which the Company also had access to office space and parking lots in January

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 .

In 2025, this amount was reclassified to vehicles.

and amortization expense for the three months ended March 31, 2025 and 2024, was $ 588,172 and $ 281,320 , respectively.

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

1 unchanged sentence

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.

4 – Accounts Payable and Accrued Liabilities

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

4 – Accounts Payable and Accrued Liabilities including Related Parties

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

Schedule of Accounts Payable and Accrued Liabilities

interest payable - related parties

payable and accrued liabilities

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

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

31, 2023, respectively.

Accounts payable and accrued liabilities

Accounts payable

Accrued salaries

Accrued expenses - other

Total accounts payable

and accrued liabilities

Accounts payable and accrued liabilities

- related parties

Accrued guarantee fee - Chief Executive Officer

Accrued interest

payable - related parties

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

Total accounts payable

and accrued liabilities - related parties

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Arrangement – Chief Executive Officer

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

Under this agreement, in exchange for personally

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

fee will be repaid when the funds are received.

For the three months ended March 31, 2025 and the year ended December 31, 2024, the Company

accrued $ 212,247 and $ 0 , respectively.

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

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

Payable – Related Parties

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

of Notes Payable

Balance - December 31, 2023

Face amount of note

discount/issue costs

( 1,608,900 )

of debt discount/issue costs

Balance - December 31, 2024

discount/issue costs - original issue discount

discount/issue costs - stock issuances

Balance - March 31, 2025

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

2025 and December 31, 2024:

of Advances Payable Related Parties

Chief Executive Officer/>50%

control person

Due on demand

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Terms of Notes Payable

June 16, 2023

April 24, 2024

October 21, 2025

December 2, 2024

December 31, 2025

December 3, 2024

December 31, 2025

December 26, 2024

March 26, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 27, 2024

June 27, 2025

March 24, 2025

September 24, 2025

December 30, 2024

June 30, 2025

January 15, 2025

April 15, 2025

March 31, 2025

April 30, 2025

March 28, 2025

September 4, 2025

January 19, 2024

August 19, 2024

August 16, 2024

November 26, 2024

February 26, 2025

November 26, 2024

June 10, 2025

December 16, 2024

January 19, 2024

August 19, 2024

August 16, 2024

November 26, 2024

February 26, 2025

November 24, 2024

June 10, 2025

August 16, 2024

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

October 2, 2024

April 2, 2026

February 25, 2025

January 19, 2024

April 18, 2024

October 7, 2024

December 24, 2024

March 31, 2025

Underlying vehicle

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of Notes Payable

amount of note

Amortization of debt discount

Conversion to common stock

Months Ended March 31, 2025

amount of note

of debt discount

to common stock

( 2,500,000 )

of debt discount/issue costs

penalty interest expense

of debt - preferred stock

( 1,320,000 )

of debt - common stock

( 1,320,000 )

- September 30, 2024

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Detailed Company’s Notes Payable

Payable - Related Parties

Issued with Debt

Interest Rate

Conversion Rate

unamortized debt discount

HOLDINGS, INC.

AND SUBSIDIARY

( 1,000,000 )

( 2,500,000 )

( 1,200,000 )

$ ( 2,413,365 )

$ ( 14,275,603 )

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

amount of note

of debt discount

to common stock

Ended December 31, 2024

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

related Loss on Debt Extinguishment

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

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 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

to April 2024.

At this time, the remaining 60,000 shares were issued to the lender.

Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that

the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted

in an extinguishment of the debt.

Specifically,

on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater

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

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

value of debt and common stock on extinguishment date *

value of debt subject to modification

on debt extinguishment - related party

* The Company valued the

issuance of the 60,000 commitment shares at $ 291,000 , based upon the quoted closing trading price on the date of modification

($ 4.85 /share).

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

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.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

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%

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 .

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 ,

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

HOLDINGS, INC.

AND SUBSIDIARY

amount of note

of debt discount

to common stock

( 2,236,500 )

( 1,824,375 )

( 1,491,000 )

( 1,824,375 )

( 2,420,000 )

( 3,700,000 )

$ ( 5,700,265 )

$ ( 2,420,000 )

$ ( 13,065,785 )

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

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

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

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

The Company accounts for these arrangements

as debt in accordance with ASC 470, recognizing the full repayment obligation as a liability, with related issuance costs amortized over

the term of the loan.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

In total, the Company recorded debt discounts/issuance costs of $ 495,400

which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

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.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

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.

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

October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000 , less an original issue discount of

$ 48,000 , resulting in net proceeds of $ 272,000 .

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 .

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.

note is subject to cross-default.

In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),

all of the notes with this lender will be considered in default.

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.

HOLDINGS, INC.

AND SUBSIDIARY

manage liquidity and meet near-term obligations, the Company has, in several instances, refinanced existing MCA loans by entering into

new MCA agreements with the same or alternative lenders.

These refinancing arrangements often involve:

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

any unpaid fees or penalties;

multiple MCA balances into a single new obligation;

● Structuring

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

repayment obligations.

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

compounding effect of new obligations.

These refinancings are typically executed close to the maturity of the original MCA or earlier

if cash flow pressures arise.

Company utilizes MCA financing primarily to support working capital and general operations.

Given the short-term nature, fee structure,

and recurring refinancing activity, these MCA obligations are classified as short-term debt.

The Company continuously evaluates its funding

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

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

In connection with this transaction, 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 was 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 $ 650,000

At the date of these consolidated financial statements, and pursuant to the repayment terms, the balance of $ 200,000

remains and is due between by August 2025.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended to April 19,

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 nine months ended September 30, 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 nine months ended September 30, 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 .

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:

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, the note would accrue interest at

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

for $ 200,000 .

The loan was repaid in March 2025.

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

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

These notes were initially issued with

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

Of the total debt discounts

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

Issuance Terms

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

$ 290,000 in discounts and transaction fees.

The Company committed to issue 100,000 shares

of common stock as additional interest, of which 40,000 were issued at inception ($ 256,000 )

and 60,000 if an extension would be needed.

The extension was granted in October 2023 and

the Company recognized additional interest expense of $ 291,000 .

The Company recognized total

debt discounts of $ 546,000 .

Upon amendment of terms, the Company evaluated the changes under

ASC 470-50-40, Debt Modifications and Extinguishments , and determined the modification

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

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

in cash discounts and fees.

The Company also issued 60,000 shares of common stock ($ 406,500 ),

resulting in total debt discounts and issuance costs of $ 495,400 amortized to interest expense

over the life of the note.

Issued in October 2023 with a face value of $ 320,000 and net proceeds of $ 272,000 after

an original issue discount of $ 48,000 .

The Company agreed to issue 104,000 shares of common

stock valued at $ 539,760 ;

however, due to the 9.99 % ownership blocker provision, these shares

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

Total debt discount

was limited to $ 320,000 in accordance with ASC 835-30-25-2 which limits discounts to the

face amount of the instrument.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Amendment and Default Conversion Features

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

the event of default, the Lender may convert the unpaid principal into shares of the Company’s

common stock at the greater of (i) $ 3.08 and (ii) the lower of the 10-day average VWAP or

a floor price of $ 1.75 .

cross-default clause was included such that default on any of the three notes would constitute

a default across all related instruments.

Company evaluated the amended conversion feature and determined that in the event of default,

the instruments may contain an embedded derivative requiring bifurcation and fair value recognition

under ASC 815, Derivatives and Hedging .

The Company determined that there was no event

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

and no derivative liabilities were required to be recorded.

Extension-Related

Stock Issuances

January 2024, the Company was obligated to issue 72,000 common shares (valued at $ 270,000 ,

$ 3.75 /share) as consideration for extending the maturities of Notes #2 and #3 to April 19,

May 9, 2024, the Company further extended all three notes to July 17, 2024, resulting in

an obligation to issue an additional 66,000 shares (valued at $ 407,550 , $ 6.18 /share).

total, the Company had an obligation to issue 138,000 shares of common stock with a fair

value of $ 677,500 .

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

additional interest expense.

to Series A Preferred Stock

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

principal converted was $ 2,420,000 .

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

to $ 3,630,000 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Company issued 363,000 shares of Series A Preferred Stock with a stated value of $ 10 per share.

The fair value of the preferred stock

was determined based on its as-converted value into common stock as follows:

of Debt Extinguishment

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

Valuation inputs

Market price per share of common stock - on date

Discount to market price on date of issuance

Conversion price per share

Series A, preferred stock - stated value per share

Series A, preferred stock - stated value per

Conversion price per share

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

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

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 .

#4 - #39 - Notes Payable – Related Party - Material Stockholder greater than 20%

Months Ended September 30, 2024

Company executed several two-month (2) notes payable with an aggregate face amount of $ 3,630,000 , less original issue discounts of $ 330,000 ,

resulting in net proceeds of $ 3,300,000 .

connection with obtaining these notes, the Company was required to issue 425,978 shares of common stock to the lender having a fair value

of $ 2,020,387 , based upon the quoted closing trading price ($ 2.81 - $ 7.10 /share).

total, the Company recorded debt discounts/issuance costs totaling $ 2,350,387 , which amortized over the life of these notes to interest

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.

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

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 $ 1.75

(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, who is a greater than 20 % stockholder in the Company.

HOLDINGS, INC.

AND SUBSIDIARY

Market price per share of common stock

- on date of issuance

As converted valuation of Series A, preferred

Debt converted in exchange

for Series A, preferred stock

Loss on debt extinguishment

- related party

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

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

Stock Issuable – 242,000 Shares

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

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

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

were formally issued to the Lender.

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

deficit upon issuance.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Conversion to Common Stock

August 16, 2024, the Company converted all outstanding principal ($ 6,215,000 ) and accrued interest ($ 316,130 ) into 3,525,341 shares of

common stock.

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

As a result, 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 the 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, there

was no gain or loss on debt extinguishment.

Note 8 regarding features of this class of securities.

Additionally,

in connection with this debt conversion, all remaining unamortized debt discount was recorded as interest expense.

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 ,

less original issue discounts of $ 235,000 , resulting in net proceeds of $ 2,350,000 .

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.

notes bear interest at 8 % for the 1 st nine-months (9), then 18 % each month thereafter.

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 $ 1.75

(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 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, 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 September 30, 2024 and December 31, 2023, respectively:

of Notes Payable

Balance - December

amount of note

of debt discount

Balance - December

amount of note

of debt discount

- September 30, 2024

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 .

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.

HOLDINGS, INC.

AND SUBSIDIARY

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

a contractual term of eighteen ( 18 ) months.

The notes were issued with an original issue discount (“OID”) of $ 100,000 , resulting

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

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

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

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

STAT has patented technology that

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

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

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

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

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

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

This note bears interest

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

The Company also has the option to extend the due date

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

Subsequent to the initial maturity date, the lender has

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

Each of these payments was recorded

as interest expense.

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

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

of operations during the year ended December 31, 20024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

note represented the refinancing of the initial note from April 2023.

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) will be expensed.

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

of Detailed Company’s Notes Payable

unamortized debt discount

Payable - Vehicles

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

of Notes Payable

- December 31, 2022

December 2024, the Company executed a loan for $ 5,000,100 with the 50 % owner of NextIngle Holdings, LLC.

The loan is due March 31, 2025.

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

Payable – Vehicles (Loan # 29)

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

of Notes Payable - Vehicles

Balance - December 31, 2023

- September 30, 2024

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

Balance - December 31, 2024

Beginning balance

Balance - March 31, 2025

Ending balance

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

of Detailed Company’s Notes Payable

1 unchanged sentence

Interest Rate

January 15, 2021

November 15, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

January 25, 2025

January 11, 2022

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

HOLDINGS, INC.

AND SUBSIDIARY

Long term portion

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following represents the maturities of the Company’s various debt arrangements as noted above for each of the five (5) succeeding

years and thereafter as follows:

following represents future maturities of the Company’s various debt arrangements as follows:

of Maturities of Long Term Debt

1 unchanged sentence

Notes Payable

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 in

connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit.

2025 (9 months)

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 September 30, 2024 and December 31, 2023,

respectively.

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

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.

HOLDINGS, 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.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

September 30, 2024 and December 31, 2023, respectively, the Company had no financing leases as defined in ASC 842, “Leases.”

December 3, 2021, the Company signed a lease for 5,778 square feet of office space, for occupancy effective January 1, 2022.

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.

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

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.

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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)

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

fan additional our (4) operating leases greater than one year for office space and parking lots.

These leases were as follows:

of Operating Lease

ROU Asset/Liability

February 1, 2025

November 30, 2028

January 17, 2025

August 31, 2027

January 9, 2025

October 14, 2028

January 17, 2025

January 3, 2029

A - these monthly

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

31, 2024, respectively:

1 unchanged sentence

lease - right-of-use asset - non-current

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

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

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

HOLDINGS, INC.

AND SUBSIDIARY

Amortization of right-of-use operating lease

Lease liability expense

in connection with obligation repayment

Total operating lease

Supplemental cash flow information related

to operating leases was as follows:

Operating cash outflows

from operating lease (obligation payment)

Right-of-use asset obtained

in exchange for new operating lease liability

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

amount representing interest

value of operating lease liability

current portion of operating lease liability

operating lease liability

2025 (9 Months)

Total undiscounted cash flows

amount representing

Present value of operating lease liability

current portion

of operating lease liability

Long-term operating

lease liability

Leases – 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 Officer.

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

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 at September 30, 2024 and December

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

31, 2024, respectively:

1 unchanged sentence

lease - right-of-use asset - non-current

lease liability

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

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

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

HOLDINGS, INC.

AND SUBSIDIARY

Amortization of right-of-use operating lease

Lease liability expense

in connection with obligation repayment

Total operating lease

Supplemental cash flow information related

to operating leases was as follows:

Operating cash outflows

from operating lease (obligation payment)

Right-of-use asset obtained

in exchange for new operating lease liability

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

of Future Minimum Payments Under Non-Cancellable Leases

undiscounted cash flows

amount representing interest

value of operating lease liability

current portion of operating lease liability

operating lease liability

See 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.

These agreements contain various compensation

arrangements pertaining to the issuance of stock and cash.

The stock portion of the compensation contains vesting provisions and are

expensed as earned.

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

10, 2023 (Non-Independent Director),

19, 2023 (Chief Technology Officer) (“CTO”);

24, 2023 (Interim Chief Executive Officer) (“ICEO”)

Non-Independent

February 2023, the Company’s non-independent director received 4,167 shares of common stock, having a fair value of $ 40,000 , based

upon the quoted closing price ($ 9.60 /share).

This expense was recorded as a component of general and administrative expenses for the

year ended December 31, 2023.

Technology Officer

April 2023, the Company’s CTO was entitled to receive up to 130,000 shares of common stock, subject to vesting provisions for services

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 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.

Total expense recorded during the year

ended December 31, 2023 for the CTO was $ 717,600 .

expense was recorded as a component of general and administrative expenses for the year ended December 31, 2023.

Company has filed several Form 8-Ks during July and August 2023 related to the hiring and termination of various officers, directors

and board members.

HOLDINGS, INC.

AND SUBSIDIARY

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Directors (New Board Members)

2023, the Company granted various board directors an aggregate of 88,336 shares of common stock having a fair value of $ 455,000 on the

grant date based upon the quoted closing trading price ($ 4.95 - $ 5.53 /share).

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 were provided.

Directors (Former Board Members)

Company recognized an expense of $ 207,083 related to the vesting of shares over the term in which services were being provided in 2023

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

Months Ended September 30, 2024

connection with the employment agreements noted above, the Company recorded stock based compensation of $ 268,667 .

2025 (9 months)

Total undiscounted cash flows

amount representing

Present value of operating lease liability

current portion

of operating lease liability

Long-term operating

lease liability

Contingencies

5 unchanged sentences

for potential insurance or third-party recoveries.

of September 30, 2024 and December 31, 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions

that require accrual or disclosure.

8 – Stockholders’ Equity (Deficit)

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

accrual or disclosure.

8 – Stockholders’ Deficit

in Authorized Shares

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

September 30, 2024 the Company had four (4) classes of stock:

shares authorized (see Series A and B shares of preferred stock which have been designated

issued and outstanding

value - $ 0.0001

senior to any other class of preferred stock

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 March 31, 2025, the Company had four (4) classes of stock, detailed as follows:

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

● Liquidation

preference – none

of redemption - none

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

and no shares designated at September 30, 2024 and December 31, 2023, respectively

and no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

value - $ 0.0001

value of $ 10 /share

- Conversion – stated value of $ 10 /share, divided by 80% of the minimum price at the issuance date, which is $2.21/share, to be converted into common stock, for the issuance

of these 363,000 shares, this amount is a fixed conversion amount of 4.53 shares of common stock for each share of Series A, preferred

stock held, there are no other provisions that could result in a variable number of shares required for settlement.

Equivalent shares

at September 30, 2024 are 1,644,022.

(see Note 5 for calculation).

– 10% per year (2.5% per quarter), will be accrued based on the stated value per share of $10/share, on a quarterly

These dividends are due in the form of common stock.

The amount of dividend shares are calculated by taking the shares issued,

multiplied by the stated value per share, that amount is then multiplied by the dividend percentage.

The result was then multiplied by

80% of the quoted closing price at the date of issuance, which is $2.21/share.

This amount is a fixed conversion price, there are no other

provisions that could result in a variable number of shares required for settlement in the future

– equivalent to the number of shares common stock into which this series is convertible

- Liquidation

preference – none

of redemption – none

- Derivative liability – the Company

has considered relevant accounting guidance, and has determined that there are no provisions of this class of stock that would require

derivative liability treatment

HOLDINGS, INC.

AND SUBSIDIARY

August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion.

& Outstanding:

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

$ 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 March 31, 2025 and December 31, 2024 were 1,644,022 , respectively

variable number of shares are required for settlement

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Preferred Stock – Series B

and no shares designated at September 30, 2024 and December 31, 2023, respectively

and no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

value - $ 0.0001

value of $ 10 /share

Conversion – stated value of $10/share, divided by 70%

of the minimum price at the issuance date, which is $1.93/share, to be converted into common stock, for the issuance

of these 140,000 shares, this amount is a fixed conversion amount of 5.18 shares of common stock for each share of Series B, preferred

stock held, there are no other provisions that could result in a variable number of shares required for settlement.

Equivalent shares

at September 30, 2024 are 724,638.

per year (3% per quarter), will be accrued based on the stated value per share of $10/share, on a quarterly basis.

These dividends

are due in the form of common stock.

The amount of dividend shares are calculated by taking the shares issued, multiplied by the

stated value per share, that amount is then multiplied by the dividend percentage.

The result was then multiplied by 70% of the

quoted closing price at the date of issuance, which is $1.93/share.

This amount is a fixed conversion price.

There are no other provisions that

could result in a variable number of shares required for settlement in the future

– equivalent to the number of shares common stock into which this series is convertible

October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction.

& Outstanding:

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

$ 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 March 31, 2025 and December 31, 2024 were 724,638 , respectively

variable number of shares are required for settlement

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

○ Calculation:

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

potential dilution beyond the fixed conversion amount

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Equal to the number of converted common shares

● Liquidation

preference – none

of redemption – none

- Derivative liability – the Company

has considered relevant accounting guidance, and has determined that there are no provisions of this class of stock that would require

derivative liability treatment

- 500,000,000

shares authorized

and 1,806,612 shares issued and outstanding at September 30, 2024 and December 31, 2023,

value - $ 0.0001

at 1 vote per share

Liability Assessment:

under ASC 815

Series B Convertible Preferred Stock does not meet the definition of a derivative liability

due to its fixed conversion price.

& Outstanding*:

shares as of March 31, 2025

shares as of December 31, 2024

$ 0.0001 per share

1 vote per share

*In connection with the common control merger, any shares issued to NextNRG Holding Corp., an entity under common control, are excluded

from the total shares outstanding.

This is because, under U.S.

GAAP, a company cannot recognize an investment in itself.

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

for earnings per share or equity reporting purposes.

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

entity must be eliminated in consolidation.

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

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

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 nine months ended September 30, 2024 and the year

ended December 31, 2023, respectively.

Transactions for the Nine Months Ended September 30, 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

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

The effect of

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

Total share based

payments were $ 268,658 .

Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to

employees, directors, and consultants.

Transactions for the Three Months Ended March 31, 2025

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 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 3, 2025).

In connection with this option, the Company issued an additional 75,378 shares of common

stock for gross proceeds of $ 226,134 ($ 3 /share).

In connection with this offering, the Company paid direct offering costs of $ 18,091 ,

resulting in net proceeds of $ 208,043 .

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.

Issued for Services

1 unchanged sentence

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.

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.

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

penalty interest feature.

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

for a total of $ 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.

related party holds a greater than 20 % ownership of the Company.

HOLDINGS, INC.

AND SUBSIDIARY

Issued as Loan Extension Fee

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

The Company issued 41,437

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

B Convertible Preferred Stock – Distribution – Related Party

February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution

of 1,400,000 shares of Series B Convertible Preferred Stock to its Chief Executive Officer, a related party.

The transaction was executed

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

former holder of the Series B shares.

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

acquisition of the shares on behalf of the Company.

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

the transaction was accounted for as a capital contribution by a related party in accordance with ASC 505-10, Equity – Overall ,

and ASC 850-10, Related Party Disclosures .

No gain or loss was recognized, and the Series B shares were recorded at par value,

with the offset credited to additional paid-in capital.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 )

share of Series A, Preferred Stock, $ 10 /share

stated value.

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

penalty interest feature.

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

for a total of $ 3,630,000

of debt that was converted.

As a result of this

debt conversion, the balance due to this 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 basis.

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

There are no 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

The Company has calculated its dividends payable as follows:

CEO meets the definition of a related party under ASC 850-10-20, which includes executive officers and entities under their control.

Furthermore, in accordance with SAB Topic 5.G and Regulation S-X Rule 4-08(k), the Company has disclosed this transaction due to the

material nature of the capital stock transfer and its occurrence with a related party.

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

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

expense-generating event.

A and B – Preferred Stock Dividends Payable in Common Stock

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.

December 31, 2024, the Company had accrued dividends totaling $ 258,271 .

In 2025, the Company issued 93,576 shares of common stock to

settle the outstanding dividends due.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

following is a summary of the Company’s dividends:

of Dividends Payable

2 unchanged sentences

Dividends Payable

issued and outstanding

Stated value per

rate (10%/12%)

shares due per year

price - at issuance date

price - 70%/80% discount to market price

shares due per quarter

for days outstanding this period end

dividend shares due

price - reporting period end date

value of dividends payable

Transactions for the Year Ended December 31, 2023

Issued for Cash

Company sold 3,357 shares of common stock for $ 25,308 ($ 7.65 – $ 8.83 /share) through at the market (“ATM”) sales via

a sales agent who was eligible for commissions of 3% for any sales of common stock made.

The Company also paid $ 25,308 in related expenses

as direct offering costs in connection with the sale of these shares.

Issued for Services – Related Parties

Company issued an aggregate 268,986 shares of common stock to a Company officer as well various board members for services rendered,

having a fair value of $ 1,215,365 ($ 4.38 – $ 8.78 /share), based upon the quoted closing trading price.

The issuance of these shares

was pursuant to vesting.

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

Conversion price

Dividend shares due per quarter

Equivalent common shares - per year

following represents the Company’s Series A and B convertible preferred stock quantity of shares due at March 31, 2025 and December

of Series A and B Convertible Preferred Stock Dividends Payable

A - Convertible Preferred Stock

B - Convertible Preferred Stock

Dividends Payable

December 31, 2024

Dividends payable, shares

Accrued dividends payable - Series A/B

Accrued dividends payable - Series A/B, shares

Payment of accrued dividends

as common stock

Payment of accrued

dividends as common stock, shares

March 31, 2025

Dividends payable, shares

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

A - Convertible Preferred Stock

B - Convertible Preferred Stock

Dividends Payable

December 31, 2024

Dividends payable

Accrued dividends payable - Series A/B

Payment of accrued dividends

as common stock

March 31, 2025

Dividends payable

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Transactions for the Years Ended December 31, 2024

of Board Director Common Stock Grants – Related Parties

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

various board 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 (including vesting of prior period awards) with board directors and officers for the year ended December 31, 2024

totaled $ 806,000 .

Issued for Services

1 unchanged sentence

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.

lender holds a greater than 5 % controlling interest in the Company and a significant lender.

HOLDINGS, INC.

AND SUBSIDIARY

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

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 lender was $ 0 .

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stock and Related Vesting

summary of the Company’s nonvested shares (due to service based restrictions) as of September 30, 2024 and December 31, 2023, is

presented below:

summary of the Company’s nonvested shares (due to service time based restrictions) as of March 31, 2025 and December 31, 2024,

is presented below:

Schedule of Company Nonvested Shares

- December 31, 2022

Weighted Average

Balance - December 31, 2023

Cancelled/Forfeited

- December 31, 2023

Balance - December 31, 2024

Cancelled/Forfeited

- September 30, 2024

Balance - March 31, 2025

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

8 unchanged sentences

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

September 30, 2024, unrecognized stock compensation expense related to restricted stock was $ 62,400 , which will be recognized over a

weighted-average period of 1.29 years

the three months ended September 30, 2024 and 2023, the Company recognized compensation expense of $ 17,333 and $ 114,834 , related to the

vesting of these shares.

the nine months ended September 30, 2024 and 2023, the Company recognized compensation expense of $ 268,667 and $ 143,001 , related to the

vesting of these shares.

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

of Stock Option Activity

- December 31, 2022

and Exercisable - December 31, 2022

and non-exercisable - December 31, 2022

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Ended December 31, 2023

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

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

These options were fully

vested on the grant date.

remaining 80,000 options were granted to consultants for a project that was cancelled in 2023.

As a result, the Company recorded a grant

date fair value of $ 23,920 .

All previously recorded stock based compensation ($ 7,973 ) was reversed in 2023.

There was a net effect of

$ 0 on the consolidated statements of operations for this grant.

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

HOLDINGS, INC.

AND SUBSIDIARY

March 31, 2025, unrecognized stock compensation expense related to restricted stock was $ 27,733 ,

which will be recognized over a weighted-average period of one

the three months ended March 31, 2025 and 2024, the Company recognized compensation expense of $ 17,333 and $ 147,334 , related to the vesting

of these shares.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of these individuals had timely exercised their options post termination in an allowable time period, resulting in the cancellation and

forfeiture of any issued and outstanding amounts held.

activity for the nine months ended September 30, 2024 and the year ended December 31, 2023 are summarized as follows:

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

of Stock Warrant Activity

- 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

Cancelled/Forfeited

- December 31, 2023

and Exercisable - December 31, 2023

and non-exercisable - December 31, 2023

Outstanding - December 31, 2024

Vested and Exercisable - December 31, 2024

Unvested and non-exercisable - December

Cancelled/Forfeited

- September 30, 2024

and Exercisable - September 30, 2024

and non-exercisable - September 30, 2024

9 – Material Definitive Agreement as Amended and Reverse Acquisition

into Material Definitive Agreement Related Party – as Amended and Restated

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 40,000,000 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 vest 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.

Second Amendment Agreement also provides that prior to the closing, NextNRG may issue additional shares of NextNRG Stock to one or more

additional persons and, in such event, such persons will execute a joinder to the Exchange Agreement and will become a party thereto.

In addition, prior to the closing, subject to the approval of the Shareholders’ Representative, certain shareholders of NextNRG

may transfer their shares of NextNRG Stock to persons who are currently shareholders of NextNRG or who would become new shareholders

Second Amendment Agreement also provides that the Company will undertake such actions as needed to obtain the approval of the stockholders

of the Company for the adoption and approval of the Exchange Agreement, as amended, and the transactions contemplated thereby including

the issuance of the Company’s common stock thereunder.

is a renewable energy company formed by Michael D.

NextNRG 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 NextNRG.

Farkas is also the beneficial owner of approximately 70% of

the Company’s issued and outstanding common stock.

Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate

of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares

of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and

(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.

March 1, 2024, Next Charging LLC reincorporated in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp.

of September 30, 2024 and the date of these financial statements, the transaction has not yet closed.

Note 10 - Subsequent Events

Lease Termination – Related Party

On October 1, 2024, the existing lease (see Note 7)

was terminated with no additional consideration paid for early termination.

Additionally, no penalties were incurred.

As a result, the

Company will record a gain on lease termination of $ 4,053 in the 4th quarter of 2024, calculated as follows:

of Gain on Lease Termination

ROU liability

Gain on lease termination

New Right-of-Use Asset – Related Party

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

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

The lease term is 36 months, and the total monthly

payment is $ 10,300 , including base rent, estimated operating expenses and sales tax.

The lease is subject to a 3 % annual increase.

An initial Right of Use (“ROU”) asset of $ 340,368 will be recognized as a non-cash asset addition.

Outstanding - March 31, 2025

Vested and Exercisable - March 31, 2025

Unvested and non-exercisable - March 31,

9 – Asset Purchase Agreement

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, were classified as a component of deposit

on future asset purchase totaling $ 2,035,283 .

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consideration

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, an additional $ 50,000

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

10 – Intangible Assets

Ended December 31, 2024

of Stat-EI, Inc.

(Business Combination)

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

STAT has patented technology that

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

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

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

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

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

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

This note bears interest

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

The Company also has the option to extend the due date

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

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

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

Each of these payments was recorded as interest expense.

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

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

of operations during the year ended December 31, 20024.

Company has accounted for this transaction as a business combination.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Estimated Fair Value of Assets Acquired and Liabilities

Consideration

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired

and liabilities assumed:

License agreements

Trademarks/Tradenames

Total assets acquired

identifiable net assets

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

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

financial reporting was required.

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

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

of Intangible Assets

License agreements

Tradenames/trademarks

Intangibles - gross

accumulated amortization

Intangibles - net

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

expense for the three months ended March 31, 2025 and 2024 was $ 111,665 and $ 111,667 ,

respectively.

were no impairment losses for the three months ended March 31, 2025 and 2024, respectively.

amortization expense for each of the five (5) succeeding years and thereafter is as follows:

of Estimated Amortization Expense

For the Years

Ended December 31:

2025 (9 Months)

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

2024, a disbursement of $ 3,929,161 was made by Next/Ingle Holdings LLC, a subsidiary of NextNRG Holding Corp, to acquire 100 % of the

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

GSPP JEA Ingle FL, LLC holds the

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

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

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

These reimbursed

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

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

remaining 50% owned by Cohen Global Energy, LLC.

Notwithstanding the split of ownership, NextNRG retains unilateral governing control

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

Next/Ingle Holdings LLC is a controlled holding company which has been

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Holdings LLC obtained a $ 5,000,100

loan from this third party to fund the acquisition (See Note 5).

GSPP JEA Ingle FL, LLC had no employees, revenue-generating activities, or

ongoing operations prior to the acquisition.

Its only asset is the set of rights related to the Bryceville solar energy project,

which is still in development.

At the time of the transaction, the project was not yet operational;

development activities were

limited to permitting, feasibility analysis, and utility coordination.

the absence of a workforce, no substantive processes, and no outputs, GSPP JEA Ingle FL, LLC does not meet the definition of a business

under ASC 805-10-20.

Instead, the transaction qualifies as an asset acquisition, with the solar project representing a single identifiable

asset under development.

Post-Acquisition

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

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

non-controlling interest for the 50 % not owned)

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

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

JEA Ingle FL, LLC

Holds rights to the Bryceville, FL solar project

Continues as third-party developer supporting project execution

12 - Subsequent Events

to March 31, 2025, the Company had the following transactions:

Payable – Related Parties

Company executed multiple notes payable with its Chief Executive Officer.

The notes have a face amount of $ 936,000 less original issue

discounts of $ 108,000 , resulting in net proceeds of $ 828,000 .

notes bear interest at 12 % and are due at the earlier of (i) one-year (1) or (ii) the date the Company completes a capital raise of at

least $ 4,000,000 .

Right-of-Use Lease

The Company executed a three-year (3) right-of-use

operating lease in connection with its Oklahoma City location for an office and parking spaces.

The Day 1 asset and liability was $ 99,482 .

Issued for Services

The Company issued 5,645,882

shares of common stock to consultants for services rendered.

Options Granted

The Company granted 3,979,000

five 5 year options to employees and consultants.

exercise price is $ 2.60 /share.

The options vest over a period of four ( 4 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements