What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-21 compared with 2024-11-13 · 1066 added, 145 removed, 58 unchanged (95% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,

liquidity and cash flows of our Company as of and for the periods presented below.

The following discussion and analysis of our financial

condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and

related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the

year ended December 31, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations,

both of which are contained in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, or SEC, on June

1, 2021, as amended, and declared effective on September 14, 2021.

Unless the context requires otherwise, references in this Quarterly

Report on Form 10-Q to “we,” “us,” and “our” refer to EzFill Holdings, Inc.

Forward-Looking

information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities

Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,

which are subject to the “safe harbor” created by those sections.

These forward-looking statements include, but are not limited

to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and

plans and objectives of management.

The words “anticipates,” “believes,” “estimates,” “expects,”

“intends,” “may,” “plans,” “projects,” “will,” “would” and similar

expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should

not place undue reliance on our forward-looking statements.

Actual results or events could differ materially from the plans, intentions

and expectations disclosed in the forward-looking statements that we make.

These forward-looking statements involve risks and uncertainties

that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation,

the risks set forth in our filings with the SEC.

The forward-looking statements are applicable only as of the date on which they are

made, and we do not assume any obligation to update any forward-looking statements.

Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking

statements made by or on behalf of NextNRG, Inc.

(“NextNRG” or the “Company”).

The Company and its representatives

may from time to time make written or oral statements that are “forward-looking,” including statements contained in this

report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders

or potential stockholders.

In some cases, forward-looking statements can be identified by words such as “believe,” “expect,”

“anticipate,” “plan,” “potential,” “continue” or similar expressions.

Such forward-looking

statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from

those expressed or implied by such forward-looking statements.

These factors, risks and uncertainties can be found in Part I, Item 1A,

“Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as the same

may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.

we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to

foresee or identify all factors that could have a material effect on the future financial performance of the Company.

The forward-looking

statements in this report are made on the basis of management’s assumptions and analyses, as of the time the statements are made,

in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate

under the circumstances.

as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions

to any forward-looking statement contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this

report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any

statement is based.

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

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

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

energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management

alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency.

These microgrids are

designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities

and government properties, expanding energy accessibility.

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

NextNRG is also integrating sustainable energy

solutions into its mobile fueling operations.

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

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

The transition process is expected to include the

deployment of NextNRG’s innovative wireless EV charging solutions.

of Electricity

plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy

credits, and performance-based incentives.

A portion of NextNRG’s power sales revenues is expected to be earned through the sale

of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (PPAs).

NextNRG’s PPAs will typically have

fixed or floating rates and are expected to be generally invoiced monthly.

will sell energy to its wireless EV charging customers.

plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge

point operators (CPOs), empowering the growth of sustainable transportation infrastructure.

plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the

renewable energy industry.

Energy pricing is based on peak/off-peak rates at any given charging location.

NextNRG plans to negotiate

our own Power Purchase Agreements (PPA) accordingly.

NextNRG is also planning to sell energy to electric vehicle owners via wireless

as a Service Agreements

plans to generate revenue from the sale of its energy management software under SaaS Agreements with utility companies;

microgrid companies;

and renewable energy generation companies.

Additionally, any traditional customers which would like to own their own energy generation

systems will have the option of entering a SaaS agreement to purchase rights to the technology.

plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s

intellectual property, hardware, or software solutions within their proprietary product.

plans to generate revenues from the sale of hardware, e.g.

solar panels, battery storage solution equipment, wireless charging

pad or bumper and vehicle receiver technology.

customers include property owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers,

tribal land, car manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.

Mobile Fueling

Mobile Fuel Delivery

NextNRG’s Mobile Fueling

solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets, and

specialty vehicles at homes, workplaces, and job sites.

Leveraging digital technology and GPS-based systems, this service responds

to the increasing preference for home and workplace product deliveries.

Particularly, our fleet services are experiencing

significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and

reduce downtime.

Exchange with Next Holding

February 13, 2025, the Company effectuated a share exchange (the “Exchange”) with NextNRG Holding Corp.

(“Next Holding”),

an entity controlled by Michael Farkas.

The Exchange was accounted for as a common control merger.

Company, the members of Next Charging LLC (the “Members”), and Mr.

Farkas, as the representative of the Members entered into

an Exchange Agreement dated August 10, 2023, as amended by the Amended and Restated Exchange Agreement, dated November 2, 2023 (as so

amended the “Original Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the

membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of the Company’s

common stock.

Subsequently, Next Charging LLC converted to a corporation organized in the State of Nevada named NextNRG Holding Corp.

effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new

corporate form and the prior members of Next Charging LLC remained as shareholders of Next Holding.

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding (the “Next Holding Shareholders”)

and Michael Farkas as the representative of the Next Holding Shareholders (the “Shareholders’ Representative”) executed

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

Exchange Agreement”).

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

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

Shareholders.

July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated

Exchange Agreement (“First Amendment”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement providing

that, in the event that the Company at any time prior to the closing undertakes any forward split or reverse split of its common stock,

the number of shares of common stock to be issued to the Next Holding Shareholders as set forth in the Second Amended and Restated Exchange

Agreement shall be deemed automatically updated and adjusted to the extent still applicable.

Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”).

Under the Second Amendment, the consideration to be paid to the Next Holding Shareholders was revised

from 40,000,000 to 100,000,000 shares of common stock (“Exchange Shares”), of which 25,000,000 or 50,000,000 shares of the

Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares would be

subject to vesting or forfeiture.

The Second Amendment also provides that in the event that the acquisition of an acquisition target

(as defined under the Second Amended and Restated Exchange Agreement) by Next Holding (the “Target”), directly or indirectly

through Next Holding or a subsidiary of Next Holding, had been completed prior to the closing, then 50,000,000 of the Exchange Shares

would be the “Vested Shares” and 50,000,000 of the Exchange Shares would be the “Restricted Shares” subject to

In the event that the acquisition of the Target by Next Holding, directly or indirectly through Next Holding or a subsidiary

of Next Holding, had not been completed prior to the closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares”

and 75,000,000 of the Exchange Shares shall be the “Restricted Shares” subject to vesting.

The Second Amendment also amends

and restates the vesting schedule for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second

Amended and Restated Exchange Agreement in light of the amendment to the Company’s amended and restated certificate of incorporation.

February 13, 2025, the closing (the “Next Closing”) of the transactions contemplated by the Second Amended and Restated Exchange

Agreement, as amended by the First Amendment and Second Amendment, was completed, and in connection therewith, Next Holding became a

wholly owned subsidiary of the Company.

and Director Changes

February 14, 2025, in connection with the Next Closing, (i) Mr.

Farkas was appointed Chief Executive Officer and Executive Chairman of

(ii) Yehuda Levy ceased to be the Company’s Interim Chief Executive Officer;

and (iii) Joel Kleiner was appointed

Chief Financial Officer of the Company.

connection with the Next Closing, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to

the Certificate of Incorporation of the Company (the “Certificate of Amendment”) to change the name of the Company from EzFill

Holdings, Inc.

to NextNRG, Inc., effective as of February 14, 2025.

Commitment Underwritten Public Offering

February 18, 2025, the Company closed a public offering of 5,000,000 shares of common stock at a price to the public of $3.00 per share

(the “Offering Price”), for gross proceeds of $15,000,000, before deducting underwriting discounts and offering expenses.

In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock to cover

over-allotments, if any.

February 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity LLC

(“Representative”), as representative of the underwriters (“Underwriters”) named on Schedule I thereto, relating

to the Company’s firm commitment underwritten public offering (the “Offering”) of common stock.

Pursuant to the Underwriting

Agreement, the Company agreed to sell 5,000,000 shares of common stock to the Underwriters at the Offering Price, and granted the Representative

a 45-day over-allotment option to purchase up to 750,000 additional shares of common stock, equivalent to 15% of the shares of common

stock sold in the Offering (the “Option”), pursuant to the Company’s registration statement on Form S-1, as amended

333-261984) (the “Registration Statement”), under the Securities Act.

closing of the Offering occurred on February 18, 2025.

The net proceeds to the Company from the sale of the shares, after deducting the

underwriting discounts and commissions and other estimated offering expenses payable by the Company, was approximately $13.3 million.

The Company used the net proceeds from the Offering to expand its business, repay outstanding indebtedness, and general corporate purposes,

including working capital.

closing of the Offering, the Company issued the Representative warrants (the “Representative’s Warrants”) as compensation

to purchase up to 250,000 shares of common stock, representing 5% of the aggregate number of shares sold in the Offering.

The Representative’s

Warrants are exercisable at a per share exercise price of $3.75, which represents 125% of the Offering Price.

The Representative’s

Warrants are exercisable, in whole or in part, during the 4.5-year period commencing 180 days from the commencement of sales of the shares

in the Offering.

Underwriting Agreement contains customary representations, warranties and covenants made by the Company.

It also provides for customary

indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection

with the Offering, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

addition, pursuant to the terms of the Underwriting Agreement, each of the Company’s directors, executive officers and holders

of 5% or more of the shares have entered into “lock-up” agreements with the Representative that generally prohibit, without

the prior written consent of the Representative and subject to certain exceptions, the sale, transfer or other disposition of securities

of the Company for a period of six months (with respect to the Company’s directors and executive officers) and three months (with

respect to the holders of 5% or more of the issued and outstanding shares of Common Stock who are not directors and executive officers)

from February 13, 2025.

Further, pursuant to the terms of the Underwriting Agreement, the Company has agreed for a period of three months

from February 13, 2025, subject to certain exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option or contract

to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or

dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable

for shares of capital stock of the Company;

(ii) file or cause the filing of any registration statement under the Securities Act with

respect to any shares of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for common

stock or other capital stock of the Company, other than a customary universal “shelf” registration statement, which the Company

will file within 30 days following the earlier of the expiration of such three month period or the date the Company becomes initially

eligible to file such registration statement;

(iii) complete any offering of debt securities of the Company, other than entering into

a line of credit, term loan arrangement or other debt instrument with a traditional bank, or (iv) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company.

for a period of 24 months after February 13, 2025, the Company will not directly or indirectly enter into an agreement to engage in any

“at-the-market”, continuous equity or variable rate transaction without the prior written consent of the Representative.

a period of 36 months following February 18, 2025, the Representative will have an irrevocable right of first refusal to act as sole

investment banker, sole book-runner and/or sole placement agent, at the Representative’s sole discretion, for each and every future

public and private equity and debt offerings for the Company, or any successor to or any subsidiary of the Company, including all equity

linked financings, on terms customary to the Representative.

The Representative will have the sole right to determine whether or not

any other broker-dealer will have the right to participate in any such offering and the economic terms of any such participation.

Representative will not have more than one opportunity to waive or terminate the right of first refusal in consideration of any payment

Redstone Agreement

On March 24, 2025, the

Company entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) by and between the Company and Redstone

(“Redstone”).

Pursuant to the terms of the Redstone Agreement, the Company agreed to (i) sell to Redstone proceeds

of future sales made by the Company (collectively, the “Future Receipts”) in the amount of $3,217,700 (the “Purchased

and (ii) deliver 20% of the Future Receipts to Redstone in accordance with the terms of the Redstone Agreement.

for the Purchased Amount, Redstone agreed to pay to the Company $2,300,000, minus $784,000 (representing fees and amounts to satisfy prior

balances), resulting in a net payment to the Company of $1,516,000.

Pursuant to the terms

of the Redstone Agreement, the Company authorized Redstone to debit $125,000 (the “Initial Periodic Amount”), intended to

represent 20% of the Company’s Future Receipts, or any updated periodic amount (the “Periodic Amount”) from the Company’s

specified account each business day.

At any time, the Company or Redstone may obtain a reconciliation of the Company’s actual revenue

to adjust the Periodic Amount to more closely reflect the Company’s actual Future Receipts times 20%.

Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s

outstanding common stock, personally guaranteed the Company’s obligations under the Redstone Agreement.

Advance Agreement

On March 25, 2025, the

Company entered into a Future Receivables Sale and Purchase Agreement (the “Mr.

Advance Agreement”) by and between the Company

and Funderzgroup LLC DBA Mr.

Advance (“Mr.

Pursuant to the terms of the Mr.

Advance Agreement, the Company agreed

to sell to Mr.

Advance its right, title and interest in 7.54% of proceeds of Future Receipts until the Purchased Amount has been delivered

As consideration, Mr.

Advance agreed to pay to the Company $2,300,000, minus $784,035 representing fees and amounts to

satisfy prior balances, resulting in a net payment to the Company of $1,515,965.

Pursuant to the terms

Advance Agreement, the Company authorized Mr.

Advance to debit $125,000 on a weekly basis (subject to modification as set forth

Advance Agreement), intended to represent 7.54% of the Company’s Future Receipts.

Farkas, the Company’s

Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding common

stock, personally guaranteed the Company’s obligations under the Mr.

Advance Agreement.

Fee Agreement

Also on March 25, 2025,

the Company entered into a Fee Agreement (the “Fee Agreement”) with Mr.

Farkas, the Company’s Chief Executive Officer,

Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding shares of common stock.

to the terms of the Fee Agreement, in consideration of Mr.

Farkas personally guaranteeing certain loans entered into by the Company, the

Company agreed to pay to Mr.

Farkas a fee in the aggregate amount of 3% of the funds personally guaranteed by Mr.

Farkas on behalf of

The Company agreed to pay such fee upon receipt of the loan funds by the Company.

WCG Agreement

On March 31, 2025, the

Company entered into a Standard Merchant Cash Advance Agreement (the “WCG Agreement”) with Wynwood Capital Group LLC (“WCG”).

Pursuant to the terms of the WCG Agreement, the Company agreed to (i) sell to WCG all of its future accounts, contract rights, and other

obligations arising from or relating to the payment of monies from each of the Company’s customers and/or other third party payors

(collectively, the “Receivables”) in the amount of $699,500 (the “Receivables Purchased Amount”);

and (ii) deliver

9.72% of the Receivables to WCG in accordance with the terms of the WCG Agreement.

As payment for the Receivables Purchased Amount, WCG

agreed to pay to the Company $500,000, minus a $15,000 origination fee.

Pursuant to the terms

of the WCG Agreement, the Company authorized WCG to debit $27,980 (the “Initial Estimated Payment”), intended to approximate

9.72% of the Company’s Receivables on a weekly basis.

The Company may request a reconciliation to ensure that the amount collected

by WCG equals 9.72% of the Receivables.

Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s

outstanding common stock, personally guaranteed the Company’s obligations under the WCG Agreement.

Alcourt Promissory

On March 31, 2025, the

Company issued a promissory note, in the principal sum of 1,000,000 (the “Alcourt Note”), in favor of Alcourt LLC (“Alcourt”).

The Alcourt Note bears interest at a rate of 15% per annum and has an original issue discount of $150,000.

The Alcourt Note matures on

April 30, 2025;

provided, however, if the Alcourt Note is not paid on April 30, 2025, the Company will pay $150,000 to Alcourt and upon

payment, the maturity date of the Alcourt Note will be extended to May 31, 2025.

There is no prepayment penalty.

Promissory Note, dated

as of May 5, 2025

On May 5, 2025, the Company

and Michael D.

Farkas entered into a promissory note (the “May 5 Note”) for the principal sum of $600,000 to be used for the

Company’s working capital needs.

The unpaid principal balance of the May 5 Note has a fixed interest rate of 12% per annum and matures

on the earlier of (1) May 5, 2026 or (ii) the date the Company completes a cumulative capital raise of at least $4 million following the

date of the May 5 Note.

Further, the Note was issued with an original issue discount of $72,000.

Promissory Note, dated

On May 9, 2025, the Company

Farkas entered into a promissory note (the “May 9 Note”) or the principal sum of $112,000 to be used for the Company’s

working capital needs.

The unpaid principal balance of the May 9 Note has a fixed interest rate of 12% per annum and matures on the earlier

of (1) May 9, 2026 or (ii) the date the Company completes a cumulative capital raise of at least $4 million following the date of the

Further, the May 9 Note was issued with an original issue discount of $12,000.

Farkas is the

Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s

outstanding common stock.

Financial Position

the three months ended March 31, 2025 and 2024, we generated revenues of $16,272,673 and $6,597,119 respectively, and reported net

loss of $8,937,999 and $2,675,252, respectively, and cash used in operating activities of $5,771,840 and $1,378,444, respectively.

noted in our unaudited consolidated financial statements, as of March 31, 2025, we had an accumulated deficit of $76,496,673.

of Operations

following table sets forth our results of operations for the three and six months ended September 30, 2024 and 2023:

Three Months Ended

September 30,

Nine Months Ended

September 30,

following table sets forth our results of operations for the three months ended March 31, 2025 and 2024.

Cost of sales

3 unchanged sentences

Other income (expense)

Net loss including non-controlling interest

$ (8,937,999 )

$ (2,675,252 )

the three months ended March 31, 2025 compared to the three months ended March 31, 2024

for the three months ended March 31, 2025 increased significantly compared to the three months ended March 31, 2024.

This growth was

primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon.

Several factors contributed

to this performance:

Customer Base.

The Company successfully grew its presence in existing markets while entering

new regions, resulting in a higher total volume of fuel delivered.

This expansion was supported

by focused sales efforts and brand-building initiatives that attracted both new commercial

and residential customers.

Partnerships.

Strategic partnerships with commercial fleet operators continued to drive

fueling volumes.

These partnerships often involve recurring, contracted deliveries that provide

a stable, predictable revenue stream.

As more fleet operators adopt on-demand fueling to

reduce downtime and optimize logistics, EzFill benefits from increased, repeat business.

Technology & Marketing.

Ongoing enhancements to the EzFill mobile application—including

user interface improvements and expanded scheduling features—improved the customer

experience and streamlined order placement.

Coupled with targeted marketing campaigns, these

tech and branding initiatives boosted visibility and encouraged higher consumer adoption

rates, further lifting revenues.

of sales rose in the three months ended March 31, 2025, compared to the three months ended March 31, 2024, in line with the higher sales

volumes and expanded market coverage.

Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing,

higher-margin sales, and operational efficiencies.

Key factors influencing cost of sales included:

As overall demand increased, the Company purchased and delivered a greater

volume of fuel.

Although this drove up the total cost of sales, it remained proportionate

to revenue growth, preserving gross margins.

Price Fluctuations.

Commodity price swings can significantly affect fuel costs.

the Company’s dynamic pricing strategies and supplier relationships helped ensure that

these fluctuations did not adversely impact overall profitability.

& Delivery Costs.

Expansion into new geographic areas required additional delivery

routes and staffing.

While these investments raised labor and transportation costs, they

were essential for meeting growing customer demand.

Improved driver efficiency and delivery

scheduling helped partially offset the impact of these higher costs, contributing to the

year-over-year improvement in gross profit.

and Amortization

and amortization expense saw a slight increase in the three months ended March 31, 2025, compared to the same period in 2024.

This increase

was primarily driven added depreciation related to the 99 trucks acquired in late 2024.

Income (Expense)

income and (expense) consisted of the following:

the Three Months Ended

over Period Changes

Interest income

Interest expense (including amortization of

debt discount)

Total other income (expense)

$ (3,184,127 )

$ (2,369,031 )

Company’s other income (expense), net, deteriorated significantly in the three months ended March 31, 2025, compared to the three

months ended March 31, 2024.

The primary drivers were the increase in interest expense—particularly from default penalty interest—and

the loss on debt extinguishment associated with related-party debt transactions.

Below is a detailed breakdown of the major components.

was no interest income in the three months ended March 31, 2025, compared to $69,285 in the three months ended March 31, 2024, reflecting

a shift in the Company’s cash management strategy.

income rose significantly in the three months ended March 31, 2025, compared to the three months ended March 31, 2024, driven by one-time

gains, settlements, or other ancillary revenue sources.

The Company’s expansion and increased commercial activities may have contributed

to additional non-operating income streams.

Expense (including amortization of debt discount)

expense surged in 2025, primarily due to:

of Debt Discount:

The amortization of debt discount increased to $2,320,970 in the three

months ended March 31, 2025 compared to $611,326 in the three months ended March 31, 2024.

This reflects additional debt arrangements with original issue discounts.

Additionally, in

connection with the conversion of debt converted to equity, related unamortized discounts

were expensed at that time.

and New Borrowings:

Interest expense was recognized on outstanding debt instruments.

Period-over-Period

Net Loss including non-controlling interest

$ (8,937,999 )

$ (2,675,252 )

$ (6,262,747 )

net loss was the result of the categories discussed above.

Overall, the increase in revenues, driven by both volume and pricing, showcases

the Company’s successful market expansion and deepening fleet partnerships.

While costs naturally rose with higher delivery volumes,

disciplined operational execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization initiatives further reduced

operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.

Financial Measures

3 unchanged sentences

that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation,

amortization, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of

our financial results.

Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ

from ours for the purposes of calculating Adjusted EBITDA.

As a complement to GAAP financial measures, we believe that Adjusted EBITDA

assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure

underlying performance and distort comparability.

following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and nine months

ended September 30, 2024 and 2023:

Three Months Ended

September 30,

Nine Months Ended

September 30,

amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental

information that is essential to a proper understanding of our financial results.

Non-GAAP measures are not formally defined by GAAP,

and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA.

As a complement

to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who

adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.

following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three months ended

March 31, 2025 and 2024:

Period-over-Period

Net loss including non-controlling interest

Interest expense, net

Depreciation and amortization

Stock compensation

Adjusted EBITDA

Gallons delivered

Average fuel margin per gallon

and Capital Resources

is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements.

We had cash of $ $2,116,932

and $1,612,117 as of March 31, 2025 and 2024, respectively.

Flow Activities

cash balances at March 31, 2025 and 2024 were as follows:

Period-over-Period

Cash and cash equivalents

and cash equivalents increased year over year.

The primary drivers of this increase were:

Debt Financing Received

Company secured additional financing toward the end of the fiscal year, boosting its cash position.

This infusion of funds was a key

component in supporting ongoing operational needs and future growth initiatives.

Timing of Expenses

operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of March 31, 2025.

variance can create short-term fluctuations in the Company’s reported cash balances.

the Company’s stronger cash position provides added liquidity to support daily operations, manage working capital requirements,

and pursue strategic opportunities.

continues to monitor cash flows carefully to ensure that the Company maintains sufficient funding for near-term obligations and future

following reflects our inflows (outflows) from our various operating, investing and financing activities:

over Year Changes

Increase (Decrease)

Net Cash Provided

Operating activities

$ (5,771,840 )

1 unchanged sentence

$ (4,393,396 )

Investing activities

Financing activities

Net change in cash and

cash equivalents

the three months ended March 31, 2025 compared to the three months ended March 31, 2024

Net cash used in operating

activities increased by $4,393,396 year over year, from $1,378,444 in 2024 to $5,771,840 in 2025.

change primarily reflects the significant increase in cash used, driven by higher operational costs, despite improvements in working

capital management.

The Company experienced higher revenues, but this was offset by an increase in expenses, leading to a larger cash

burn in 2025 .

was no activity in investing activities for the three months ended March 31, 2025, as the Company made significant capital expenditures,

including truck purchases, at the end of the previous year.

In contrast, $1,811,668 was spent in the three months ended March 31, 2024,

to purchase Stat EI assets for the Company’s smart microgrid and wireless charging technology.

cash provided by financing activities rose significantly, reflecting successful capital-raising efforts.

This increase could be attributable

to debt financing.

Proceeds from the issuance of notes payable and notes payable – related parties.

The Company secured additional

debt contributing to higher inflows.

Change in Cash and Cash Equivalents

the Company’s cash position improved by approximately $500,000, transitioning from a net outflow in the prior year to a net

inflow in 2024.

This positive swing is primarily the result of substantial financing proceeds.

The timing of major expenses and capital

projects also influenced the Company’s cash balance at year-end.

The significant uptick in financing inflows helped offset operating and investing

outflows, resulting in a positive net change in cash and cash equivalents.

Growth-Focused

Operational Investments:

The higher cash outflows for operational activities underscore the

Company’s commitment to scaling its operations, as it expanded into new markets in

the three months ended March 31, 2025.

Company’s cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs

the Company’s cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs.

Management believes that recent financing activities, coupled with ongoing improvements in operational efficiency, will position the

Company for future stability and expansion.

connection with our prior discussion, the following provides a line-by-line detail of the items affecting our changes in cash flow activities

in the tables below:

Months Ended March 31,

Operating activities

Net loss including non-controlling

$ (8,937,999 )

Interest expense

$ (2,675,252 )

$ (6,262,747 )

Adjustments to reconcile net loss to net cash

used in operations

Depreciation and amortization

Loss on debt extinguishment – related party

Stock compensation

Adjusted EBITDA

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

Accounts Receivable

Prepaids and other

Increase (decrease) in

Accounts payable and accrued

expenses - related party

Operating lease liability

lease liability - related party

cash used in operating activities

$ (5,771,840 )

1 unchanged sentence

$ (3,999,394 )

Months Ended March 31,

Investing activities

Purchase of equipment

Cash paid in connection

with acquisition of Stat-EI assets

cash used in investing activities

$ (1,811,668 )

Gallons delivered

Average fuel margin per gallon

months ended September 30, 2024, compared to the three months ended September 30, 2023

generated revenues of $6,985,962 for the three months ended September 30, 2024, compared to $6,163,682 for the prior year, an increase

of $822,280 or 13%.

This increase is primarily due to a 26% increase in gallons delivered and an increase in related fees.

The additional

gallons were in existing as well as newly developed markets.

of sales was $6,379,137 for the three months ended September 30, 2024, compared to $5,813,957 for the prior year.

The $565,180 or 10%

increase in cost of sales is due to the increase in fuel sales as well as the hiring of additional drivers, primarily in new markets.

Our gross profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver efficiency.

incurred operating expenses of $1,950,288 during the three months ended September 30, 2024, compared to $1,684,340 during the prior year,

an increase of $265,948 or 16%.

This increase was primarily due to increases in payroll, stock based compensation, marketing and public

company expenses.

and Amortization

decreased from $278,442 to $269,561, ($8,881), in the current three months ended September 30, 2024 as compared to September 30, 2023.

Income (Expense)

expense increased from $622,777 to $5,601,813 ($4,979,036) in the current three months ended September 30, 2024 as compared to September

30, 2024 due to increased borrowing from related parties during the three months ending September 30, 2024.

Loss on debt extinguishment – related party

increased from $0 to $907,500 in the current three months ended September 30, 2024

months ended September 30, 2024 compared to the nine months ended September 30, 2023

generated revenues of $20,977,860 for the nine months ended September 30, 2024, compared to $17,525,677 for the prior year, an increase

of 3,452,183 or 20%.

This increase is primarily due to a 23% increase in gallons delivered and an increase in related fees.

The additional

gallons were in existing as well as newly developed markets.

of sales was $19,361,923 for the nine months ended September 30, 2024, compared to $16,529,030 for the prior year.

The $2,832,893 or

17% increase in cost of sales is mainly due to the increase in fuel sales as well as the hiring of additional drivers, primarily in new

Our gross profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver efficiency.

incurred operating expenses of $5,245,052 during the nine months ended September 30, 2024, as compared to $6,250,013 during the prior

year, a decrease of $1,004,961 or 16%.

This decrease was primarily due to decreases in payroll, stock based compensation, marketing and

public company expenses.

and Amortization

decreased from $829,137 to $810,451, ($18,686), in the current nine months ended September 30, 2024 as compared to September 30, 2023.

Income (Expense)

expense increased from $966,374 to $8,163,375 ($7,197,001) in the current nine months ended September 30, 2024 as compared to September

30, 2023 due to increased borrowing from related parties during the nine months ending September 30, 2024.

on debt extinguishment – related party increased from $0 to $907,500 in the current nine months ended September 30, 2024.

Months Ended March 31,

Financing activities

Proceeds from notes payable

Proceeds from advances payable - related parties

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common

Repayments on notes payable

(14,275,603 )

(12,667,793 )

Repayments on advances

payable - related party

cash provided by financing activities

and Capital Resources :

Flow Activities

of September 30, 2024, we had approximately $828,185 in cash compared to approximately $226,985 at December 31, 2023.

cash used in operating activities was $3,448,667 for the nine months ended September 30, 2024, which was made up primarily by the net

loss of $13,339,363 and offset by non-cash adjustments for a net amount of $9,890,696.

Net cash used in operating activities was $5,439,667

during the nine months ended September 30, 2023, which was made up primarily by the net loss of $7,044,320 and offset by non-cash adjustments

for a net amount of $1,604,653.

the nine months ended September 30, 2024 net cash used by investing activities was $55,704.

The cash used was to purchase equipment of

$38,554 and advances to related party of $17,150.

Net cash provided by investing activities during the prior year was $2,130,116 resulting

from the proceeds as part of the sale of marketable debt securities, net of $19,498 in purchases of equipment.

generated $4,105,571 of cash flows from financing activities during the nine months ended September 30, 2024, including a $3,300,000

loan from a related party (an approximate 20% shareholder of the Company), proceeds from issuance of Series B – convertible preferred

stock from a related party (an approximate 20% shareholder of the Company) of $1,400,000 and proceeds from notes payable of $250,000

less principal repayments of $844,429.

We generated $1,628,490 of cash flows from financing activities during the nine months ended September

30, 2023, including a $3,321,000 loan from a related party (an approximate 20% shareholder of the Company) and proceeds from notes payable

of $250,000, net of the repayments of loans payable from a related party of $262,500 and repayments of notes payable of $680,110 and

repayments on line of credit of $1,000,000, we also received $25,308 of proceeds for the issuance of stock from the ATM and recorded

related expenses of $25,308.

Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations.

result, the Company has relied on equity and debt financings to fund its activities to date.

For the nine months ended September 30,

2024, the Company had a net loss of $13,339,363.

At September 30, 2024, the Company had an accumulated deficit of $58,741,247.

anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.

Company has limited capital and is currently relying on a related party to fund its operations.

There is no assurance that the Company

will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds the Company

might raise will enable the Company to complete its initiatives or attain profitable operations.

The Company’s operating needs

include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures.

The Company’s

future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability

to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies

to enhance or complement its product and service offerings.

There can be no assurances that financing will be available on terms which

are favorable to us, or at all.

If we are unable to raise additional funding to meet our working capital needs in the future, we will

be forced to delay, reduce, or cease our operations.

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

The significant increase in cash from financing activities during

the three months ended March 31, 2025, has improved the Company’s liquidity.

higher interest expenses and ongoing operational requirements underscore the importance of

prudent cash management and careful monitoring of debt covenants.

in Operational Growth :

The Company’s heavier investment in vehicles late in 2024

for assets reflects a strategic push toward expanding into new markets.

Operational costs

increased in the three months ended, 2025 as we stood up these new markets, but these initiatives

are expected to yield high revenues as we establish operational density through our anchor

customers in these markets.

on Operational Efficiency :

Management continues to prioritize cost controls, aiming to

reduce the net cash used in operating activities.

Improved working capital management, route

optimization, and potential price adjustments are key levers for achieving positive cash

flow from operations in future periods.

maintaining a disciplined approach to both spending and financing, NextNRG aims to strengthen its balance sheet and sustain the growth

momentum of its on-demand fueling business.

and Sources of Capital

this time, we believe our existing funding sources may not be sufficient to meet our operational requirements and service our debt obligations

over the next 12 months from the issuance date of these consolidated financial statements.

This assessment is based on our historical

operating performance, ongoing capital needs, and our current reliance on external financing.

Operating Performance and Financing

inception, the Company has incurred net losses and has not generated sufficient revenues or positive operating income to independently

fund our operations.

Consequently, we have depended on equity and debt financings—including those from related parties—to

finance our activities and support our growth initiatives.

This reliance on external funding has been critical for maintaining day-to-day

operations, expanding our service capacity, and investing in technology and assets.

However, it has also introduced risks related to

interest expense, equity dilution, and dependency on the availability of future financing.

Liquidity Position

liquidity position primarily reflects a combination of cash on hand and available debt arrangements.

recent improvements in cash balances due to targeted financing activities, we continue to face challenges in achieving sustainable cash

flow from operations.

The timing of expenditures and capital outlays, coupled with the inherent volatility in revenue generation in our

industry, adds to the uncertainty of our liquidity profile.

Obligations and Capital Expenditures

significant portion of our near-term cash outflows is attributable to scheduled debt repayments and interest expense, including higher

financing costs incurred from default penalty interest and increased debt discount amortization.

Additionally, as we invest in capital

expenditures—such as the purchase of new delivery vehicles and technology enhancements—to support expansion into new markets,

our cash requirements remain elevated.

These commitments, while essential for long-term growth, further strain our liquidity in the short

on External Financing

the current financial dynamics, we have continually relied on external sources of capital.

Our funding strategies have included:

Raising capital through the sale of common or preferred shares, including convertible

securities from related parties.

Securing loans and other debt instruments, often under terms that include default

penalty interest or other onerous conditions, which have contributed to higher financing

● Related-Party

Transactions:

Engaging with supportive investors and related parties who have provided additional

funds, albeit at terms that may affect our overall capital structure.

Concern Considerations

independent registered public accounting firm has issued a going concern qualification, reflecting the material uncertainties surrounding

our ability to continue as a profitable entity.

This qualification is primarily driven by:

historical and recurring net losses.

dependence on external capital to finance operations.

risk that current financing arrangements may not be renewed or may be available only under

less favorable terms.

is actively pursuing strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more

sustainable terms.

We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic

partnerships, with the aim of transitioning to positive cash flow from operations.

However, there remains a risk that these strategies

may not yield the desired outcomes in the near term.

and Mitigating Actions

light of these challenges, we continue to closely monitor our liquidity position and are exploring multiple avenues to secure additional

These include:

● Negotiating

more favorable terms on existing and future debt.

● Identifying

new equity partners or investors.

working capital through tighter control of receivables, payables, and inventory management.

these efforts are underway, our ability to meet operational and financial obligations over the next 12 months remains subject to significant

Investors and stakeholders should be aware of the risks associated with our current liquidity and capital structure, and

the potential need for additional financing that could result in further dilution or increased debt service obligations.

Concern Qualification

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

loss available to common stockholders of $8,787,535;

1 unchanged sentence

Additionally,

at September 30, 2024, the Company had:

at March 31, 2025, the Company had:

● Accumulated

deficit of $ 76,496,673;

1 unchanged sentence

equity of $5,561,668;

capital of $1,302,925

capital deficit of $24,046,131.

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

14 unchanged sentences

The Company had cash on hand

of $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

1 unchanged sentence

In making this assessment, we performed a comprehensive

analysis of our current circumstances including:

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

analysis of our current circumstances including our financial position, our cash flows and cash usage forecasts for the twelve months

ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

4 unchanged sentences

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

Sheet Arrangements

do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

strategic plans include the following:

into new and existing markets (commercial and residential);

additional debt and/or equity based financing for growth;

our transaction with NextNRG, Inc.

(occurred February 13, 2025);

● Collaborations

with other operating businesses for strategic opportunities;

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

Sheet Financing Arrangements

have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased

any non-financial assets.

Accounting Policies and Estimates

discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which

were prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The preparation of these consolidated

financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses.

Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions, and those differences may

our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies of

the Notes to Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, we believe the following discussion

addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations

and which require our most difficult, subjective and complex judgments.

of Consolidation

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

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

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

Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.

accordance with ASC 810-10, consolidation applies to:

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

Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)

power over significant activities and (ii) the obligation to absorb losses or receive benefits.

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

The Company continuously evaluates its investments

and relationships to assess consolidation requirements.

Combinations, Asset Acquisitions, and Reverse Acquisitions

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

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

Transactions qualifying as business combinations are accounted

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

Additionally, the Company

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

requirements.

transactions classified as business combinations, the Company:

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

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

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

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

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

preliminary purchase price allocations, with adjustments permitted within the measurement

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

Adjustments beyond the measurement

period are recorded in earnings.

judgments in fair value determinations include:

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

life assessments, impacting amortization and financial results.

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

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

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

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

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

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

assets (ASC 805-10-55-3A).

the purchase price using a cost accumulation model, assigning costs to acquired assets based

on their relative fair values (ASC 805-50-30-3).

● Capitalizes

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

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

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

Incorrect classification can materially impact:

recognition of goodwill (only in business combinations).

measurement and presentation of acquired assets and assumed liabilities.

Company’s financial position and results of operations.

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

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

Acquisitions.”

for Reverse Acquisitions

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

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

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

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

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

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

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

Requirements for Reverse Acquisitions

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

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

comparative analysis of financial statements before and after the acquisition.

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

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

in governance, management, and operations post-acquisition.

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

2.01 of Form 8-K, 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.

of Estimates and Assumptions

preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles (GAAP) requires management to make

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

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

Actual results may

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

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

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

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

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

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 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.

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.

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

Receivables are recorded at their net realizable

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

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

The Company does not require

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

for Doubtful Accounts

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

The allowance

is determined based on:

review of outstanding accounts,

collection experience, and

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

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

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).

of Use Assets and Lease Obligations

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).

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

suggest the carrying amount may not be recoverable.

No impairments of ROU assets were recognized for the years ended December 31, 2024,

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

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

Update (“ASU”) 2014-09.

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

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

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

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

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

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

the Contract with a Customer

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

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

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

payment terms are identified, and the consideration is determinable.

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

services transferred.

for mobile fuel sales and memberships meet these criteria.

Collectability is assessed based on historical customer payment trends and

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

the Performance Obligations in the Contract

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.

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 years ended December 31, 2024 and 2023, respectively, the Company

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

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

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

the Transaction Price to Performance Obligations

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

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

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

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

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

Revenue When (or As) Performance Obligations Are Satisfied

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

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

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

access to fuel delivery services throughout the month.

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

Liabilities (Deferred Revenue)

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.

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

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

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

(ASC 740-10-45-25).

No interest and penalties were recorded for the years ended December 31, 2024 and 2023.

of Deferred Tax Assets

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

temporary differences.

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

of the deferred tax assets will not be realized.

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

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

Considered in Valuation Allowance Assessment

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

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

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

business performance and market conditions

carryforward periods for net operating losses and other deferred tax assets

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

and predictability of temporary differences and the timing of their reversal

● 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

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

in a net carrying amount of $0.

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.

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 Diluted Earnings (Loss) per Share and Reverse Stock Split

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

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

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

Earnings Per Share (EPS)

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

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

adjusted for the allocation of earnings to participating securities.

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

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

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

service is required.

Earnings Per Share (EPS)

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

by ASC 260-10-45-45.

EPS is computed by taking the sum of:

earnings available to common shareholders

on preferred shares

on dilutive mandatorily redeemable convertible preferred shares

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

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

■ 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.

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).

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

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

by, or are under common control with the Company.

parties include, but are not limited to:

owners of the Company.

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

family members of principal owners and members of management.

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

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

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

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

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

Company discloses all material related party transactions, including:

nature of the relationship between the parties.

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

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

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

the financial statements.

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

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

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

Note 4 which includes accrued liabilities – related parties.

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

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

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

Accounting Standards

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

Troubled Debt Restructurings and Vintage Disclosures

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

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

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

of origination.

the accounting guidance under ASC 326, “Financial Instruments – Credit Losses,”

to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing

financial difficulty.

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

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

2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

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.

In November 2024, the FASB

issued Accounting Standard Update No.

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

(Subtopic 220-40):

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

This standard requires additional disclosures

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

specific expense categories.

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

of selling expenses.

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

beginning after December 15, 2027.

Early adoption is permitted.

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

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

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

required for smaller reporting companies.

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 2. Management’s Discussion and Analysis