What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-21 · 1011 added, 1008 removed, 1249 unchanged (62% of the section changed)

1 unchanged sentence

and Subsidiaries

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

Balance Sheets

receivable - net

June 30, 2025

December 31, 2024

Current Assets

Solar project rights

on future asset purchase

and equipment - net

lease - right-of-use asset

lease - right-of-use asset - related party

Accounts receivable - net

Prepaids and other

Total Current Assets

Property and equipment - net

Intangible assets - net

Deposit on future asset purchase

Project Deposit

Operating lease - right-of-use asset

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

lease - right-of-use asset

and Stockholders’ Deficit

payable and accrued expenses

payable and accrued expenses - related parties

payable and accrued expenses

payable - net

payable - related parties

payable - net

lease liability

lease liability - related party

lease liability

payable (common stock)

Liabilities and Stockholders’ Deficit

Current Liabilities

Term Liabilities

lease liability

lease liability - related party

lease liability

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Accounts payable and accrued

Notes payable - net

Notes payable - related parties - net

Notes payable - net

Operating lease liability

Operating lease liability - related party

Operating lease liability

Dividends payable (common stock) - related parties

Total Current Liabilities

Long-Term Liabilities

and Contingencies

Stockholders’

stock - $ 0.0001 par value;

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

Preferred stock - Series A, $ 0.0001 par value;

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 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

Notes payable - net

Operating lease liability

Operating lease liability - related party

Operating lease liability

Total Long-Term Liabilities

Total Liabilities

Commitments and Contingencies

Stockholders’ Equity (Deficit)

Convertible preferred stock - Series A, $ 0.0001

shares designated;

issued and outstanding

Convertible preferred stock - Series B, $ 0.0001

shares designated;

issued and outstanding

Preferred stock

Common stock - $ 0.0001 par value;

500,000,000 shares authorized;

122,051,560 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

( 112,770,877 )

( 67,535,701 )

Stockholders’

Stockholders’ Deficit

( 13,644,028 )

( 12,735,035 )

Non-controlling

Stockholders’ Deficit

Non-controlling interest

Total Stockholders’ Deficit

( 13,827,002 )

( 12,735,035 )

Liabilities and Stockholders’ Deficit

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

Total Liabilities and Stockholders’ Deficit

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

and Subsidiaries

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

Statements of Operations

the Three Months Ended March 31,

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Costs and Expenses

6 unchanged sentences

( 2,600,453 )

( 36,519,576 )

( 4,460,609 )

Other income (expense)

Interest income

Interest expense (including

amortization of debt discount)

Gain (loss) on settlement

( 1,134,944 )

other income (expense) - net

( 1,134,944 )

Net loss including non-controlling

Other income (expense)

Interest expense (including amortization of debt discount)

( 4,319,031 )

( 3,076,383 )

Non-controlling

( 7,642,428 )

( 3,955,279 )

Total other expense - net

( 5,367,571 )

( 3,015,932 )

( 8,551,698 )

( 3,831,028 )

( 36,133,275 )

( 5,616,385 )

( 45,071,274 )

( 8,291,637 )

Non-controlling interest

before preferred stock dividends

$ ( 182,974 )

Non-controlling interest before preferred stock dividends

( 36,100,766 )

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

( 5,616,385 )

( 44,888,300 )

( 8,291,637 )

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

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

Preferred stock dividend

loss available to common stockholders

Net loss available to common stockholders - basic and diluted

$ ( 36,274,204 )

$ ( 5,616,385 )

per share - basic and diluted

Weighted average number

of shares - basic and diluted

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

$ ( 45,235,176 )

$ ( 8,291,637 )

Per-Share Data

Basic and diluted loss per share

Weighted average number of shares - basic and diluted

The accompanying notes are an integral part of these unaudited

consolidated financial statements.

NextNRG, Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

the Three Months Ended March 31, 2025

(f/k/a EzFill

Holdings, Inc.)

Consolidated Statements of Changes in Stockholders’ Deficit

For the Six Months Ended

June 30, 2025

Preferred Stock

Stock - Related Party

Non-Controlling

Preferred Stock

Stockholders’

December 31, 2024

$ ( 67,535,701 )

8 unchanged sentences

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

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

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

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

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

Par value true up adjustment

6 unchanged sentences

$ ( 5,712,133 )

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

Stock issued for services

Stock issued as loan extension fee

Stock issued for conversion of accounts payable

Stock issued for conversion of notes payable

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

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

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

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

Non-controlling interest

( 36,100,766 )

June 30, 2025

$ ( 112,770,877 )

$ ( 182,974 )

$ ( 13,827,002 )

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

NextNRG, Inc.

and Subsidiaries

Statements of Changes in Stockholders’ Deficit

the Three Months Ended March 31, 2024

A -Convertible Preferred Stock

B - Convertible Preferred Stock - Related Party

Non-Controlling

(f/k/a EzFill

Holdings, Inc.)

Consolidated Statements of Changes in Stockholders’ Deficit

For the Six Months Ended June 30,

Series A - Convertible

Preferred Stock

Series B - Convertible

Preferred Stock

Stockholders’

2 unchanged sentences

$ ( 2,370,250 )

Contributed capital

Stock based compensation - related parties

Stock issued for services

( 2,675,252 )

based compensation - related parties

issued for services

March 31, 2024

$ ( 48,533,969 )

$ ( 4,729,468 )

March 31, 2024

$ ( 48,533,969 )

$ ( 4,729,468 )

Stock based compensation - related parties

Stock issued as debt issue costs - related party

Stock issued for prepaid services

( 5,616,385 )

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

June 30, 2024

$ ( 54,150,354 )

$ ( 8,505,969 )

$ ( 54,150,354 )

$ ( 8,505,969 )

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

and Subsidiaries

EzFill Holdings, Inc.)

Statements of Cash Flows

the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities

Net loss including non-controlling

$ ( 45,071,274 )

$ ( 8,291,637 )

Adjustments to reconcile net loss to net cash

used in operations

Contributed capital

Adjustments to reconcile net loss to net cash used in operations:

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 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

Stock issued in connection with loan interest expense

Stock issued for services

- related parties

Loan forgiveness - other

Stock issued for services - related parties

Default penalty interest expense

(Gain) loss on settlement

(Gain) loss on settlement of sale of vehicles

Changes in operating assets and liabilities

3 unchanged sentences

Prepaids and other

( 2,232,728 )

Increase (decrease) in:

Accounts payable and accrued

expenses - related party

Accounts payable and accrued expenses

( 2,165,067 )

Accounts payable and accrued expenses - related party

Operating lease liability

lease liability - related party

cash used in operating activities

Operating lease liability - related party

Net cash used in operating activities

( 6,336,312 )

1 unchanged sentence

Investing activities

Purchase of equipment

Cash paid in connection

with acquisition of Stat-EI

( 1,800,000 )

cash used in investing activities

( 1,811,668 )

Cash proceeds from sale of vehicles

Purchase of fixed assets - net of refunds on prior purchases

Net cash (used in) provided by investing activities

Financing activities

Proceeds from notes payable

Proceeds from notes payable - related parties

Proceeds from notes payable - related party

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common

Cash paid for direct offering costs - common stock

( 1,557,005 )

1 unchanged sentence

( 17,992,795 )

Repayments on loan payable - related party

( 3,061,875 )

Repayments on advances

payable - related party

cash provided by financing activities

Net increase (decrease)

Net cash provided by financing activities

Net increase (decrease) in cash

Cash - beginning of period

Cash - end of period

Supplemental disclosure

of cash flow information

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.

Cash paid for income tax

Supplemental disclosure of non-cash investing and financing activities

Contributed capital

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

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

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

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

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

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

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

Issuance of common stock for Series A dividend shares payable

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

Stock issued to settle accounts payable

Stock issued for conversion of notes payable

Acquisition of Stat-EI assets

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

AND SUBSIDIARIES

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

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

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

Holdings, LLC*

December 3, 2024

NextCharging,

1 unchanged sentence

Fuel Holdings, LLC

* The Company owns 50% of

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

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”)

August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael

Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to

which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging (the “Membership Interests”)

in exchange for up to 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

Subsequently, Next Charging converted to a corporation organized in the State

of Nevada named NextNRG Holding Corp.

(“Next Holding”) 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 remained as shareholders

of Next Holding.

On June 11, 2024, in order

to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative of the Next Holding

executed a second amended and restated agreement to replace the 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 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common

September 25, 2024, the Company and Mr.

Farkas entered into the second amendment to the Second Amended and

Restated Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares

to be issued to the Next Holding shareholders by the Company in exchange for 100 % of the shares of Next Holding 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.

Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

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or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

NextNRG completed the acquisition

Next Holding completed the acquisition

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

3 unchanged sentences

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.

under the Second Amended and Restated Exchange Agreement, as amended) 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.

February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was

Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of

shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly

owned subsidiary of the Company.

On February 13, 2025, the 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

NRG Business Overview of NextNRG

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

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.

NextNRG 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.

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.

Company has determined that the Company’s acquisition of Next Holding 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

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

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

Farkas had the ability to influence critical financial decisions;

The Company’s liquidity was significantly

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

On the date of merger, Mr.

Farkas controlled approximately

70 % of the Company.

Holding Control:

Farkas concurrently exercised control over Next Holding prior to

December 31, 2023.

For further details, refer to the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2025.

both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction

is classified as a common control merger.

the date of acquisition, Farkas owned approximately 70 % of EZFL and 67 % of NextNRG.

At the date of acquisition, Mr.

Farkas owned approximately 70 %

of the Company and 67 %

of Next Holding.

the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

1 unchanged sentence

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

The pooling-of-interests approach identifies

that transfers between entities under common control do not represent a change in ownership.

10 unchanged sentences

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).

Earnings per Share (“EPS”)

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

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

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

a stock dividend

vested shares are included in diluted EPS.

3 unchanged sentences

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

All current and historical periods

will be adjusted to reflect these allocations.

The Company presents its consolidated financial statements with segments for mobile

fuel delivery and energy infrastructure.

Control Transactions and Equity Adjustments

10 unchanged sentences

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”).

to equity, typically reflected in APIC.

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

4 unchanged sentences

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.

3 unchanged sentences

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.

Chief Executive Officer Transition

On February 14, 2025, in connection with the closing

of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer.

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

Farkas, previously

the Chief Executive Officer of Next Holding, is also the significant controlling stockholder of the Company’s issued and outstanding

common stock.

Chief Financial Officer Transition

On February 14, 2025, in connection with the closing

of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel

Kleiner as his successor.

of Presentation

accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial statements (“U.S.

GAAP”) and with the instructions to Form 10-Q and

Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

Accordingly, they do not contain

all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America for interim financial statements (“U.S.

GAAP”) and with the instructions

to Form 10-Q and Article 8 of Regulation S-X of the SEC.

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

GAAP for annual financial statements.

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

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

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

The results of operations for the six months ended June 30, 2025 are

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

2 unchanged sentences

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

cash flows for the three months ended June 30, 2024 have been retrospectively adjusted to reflect the impact of a common control merger

completed on February 13, 2025.

2 unchanged sentences

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 three months ended March 31, 2025, the Company had:

reflected in the accompanying unaudited consolidated financial statements, for the six months ended June 30, 2025, the Company

loss available to common stockholders of $ 45,235,177 ;

Net cash used in operations

was $ 5,771,840

cash used in operations was $ 6,336,312 .

Additionally,

at March 31, 2025, the Company had:

Accumulated deficit of $ 76,496,673

Stockholders’ deficit

of $ 5,561,668 ;

Working capital deficit of

at June 30, 2025, the Company had:

deficit of $ 112,770,877

Stockholders’

deficit of $ 13,664,028 ;

capital deficit of $ 29,827,283

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

of $ 2,652,838 at June 30, 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

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

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

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

to the date that these financial statements are issued.

consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going

Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern

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

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

unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to

continue as a going concern.

Accordingly, the financial statements have been prepared on a basis that assumes the Company will

continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the

ordinary course of business.

strategic plans include the following:

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

into new and existing markets (commercial and residential);

Obtain 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 growth.

2 - Summary of Significant Accounting Policies

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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.

interest entities, where the Company is the primary beneficiary, possessing both (i) power over significant activities and

(ii) the obligation to absorb losses or receive benefits.

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

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and relationships to assess consolidation requirements.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Combinations, Asset Acquisitions, and Reverse Acquisitions

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transactions classified as business combinations, the Company:

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

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

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

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

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

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

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

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

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

preliminary purchase price allocations, with adjustments permitted within the measurement

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

Adjustments beyond the measurement

period are recorded in earnings.

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

805-10-25-13.

Adjustments beyond the measurement period are recorded in earnings.

judgments in fair value determinations include:

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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).

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

a single identifiable asset or group of similar assets (ASC 805-10-55-3A);

the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC

805-50-30-3);

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

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

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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

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S-X, Rule 3-05:

Requires separate financial statements of the acquired business if it meets

significance thresholds under Rule 1-02(w).

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

S-K, Item 101:

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

business operations.

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

S-K, Item 303:

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

condition and results of operations in Management’s Discussion and Analysis (MD&A).

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

in Management’s Discussion and Analysis.

S-X, Article 11:

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8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse

Immediate reporting requirements for material acquisitions, including reverse mergers.

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

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

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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

Has operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”),

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

discrete financial information available.

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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.

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

expenses that are regularly provided to the CODM and used in assessing segment performance and resource

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

consolidated financial statements.

of Estimates and Assumptions

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

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.

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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:

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

for doubtful accounts and other receivables

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Key factors contributing to variability in sales and earnings include:

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

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

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

shifts in market demand.

Macroeconomic

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

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

revenue streams.

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

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

and profitability.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

pressures can lead to fluctuations in gross margins and profitability.

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

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Value of Financial Instruments

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.

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 date.

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.

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

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

or inputs that are directly or indirectly observable.

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

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

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values or future fair values.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Instruments Carried at Historical Cost

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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.

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

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

Value Option Under ASC 825

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

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

June 30, 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 .

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

June 30, 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

These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income unless deemed other-than-temporary, per ASC 320-10-35-1.

of Gains, Losses, and Amortization

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

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.

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.

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

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

the six months ended June 30, 2025 and 2024, respectively, there were no impairments taken.

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

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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

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review of outstanding accounts;

collection experience, and

collection experience;

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

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Applicability

of ASC 326 (“CECL”)

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

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

loss model for financial assets measured at amortized cost.

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

following is a summary of the Company’s accounts receivable at March 31, 2025 and December 31, 2024:

following is a summary of the Company’s accounts receivable at June 30, 2025 and December 31, 2024:

Schedule of Accounts Receivable

Accounts receivable

allowance for doubtful

June 30, 2025

December 31, 2024

Accounts receivable

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

allowance for doubtful accounts

Accounts receivable - net

the six months ended June 30, 2025 and 2024, bad debt was as follows:

June 30, 2025

June 30, 2024

Bad debt expense

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

of operations.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Bad debt expense is recorded as a component of general

and administrative expenses in the accompanying unaudited consolidated statements of operations.

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.

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

Valuation and Reserve Assessment

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conditions affecting fuel prices;

realizable value based on estimated selling price, and

realizable value based on estimated selling price;

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.

the six months ended June 30, 2025 and 2024, respectively, the Company did no t record any provisions for inventory obsolescence or impairment.

June 30, 2025 and December 31, 2024, the Company had inventory of $ 227,070 and $ 126,400 , respectively.

Concentrations

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and profitability.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Receivable Concentrations

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Schedule of Concentration of Risk

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 March 31,

Six Months Ended June 30,

Year Ended December 31,

Six Months Ended June 30,

Risk Mitigation Strategies

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Diversification

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

of key accounts.

Risk Management – Regularly reviewing customer creditworthiness and adjusting credit

terms as necessary.

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

supply chain disruptions.

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

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

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

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

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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.

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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

industry or economic trends that impact asset value;

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

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Software Considerations

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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

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

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

Issue Discounts (“OIDs ”) and

Other Debt Discounts

Company accounts for OIDs 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

certain notes issued, the Company may provide the debt holder with an 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 unaudited consolidated statements

of operations.

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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

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

Right of Use (“ROU”) Assets and Lease Obligations

Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases.

These amounts reflect the

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

The Company’s

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

balance sheet.

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

liabilities on the unaudited consolidated balance sheet.

Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are

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economic performance of the business at the leased location;

comparative cost of renewal rates versus market rates, and

comparative cost of renewal rates versus market rates;

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

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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

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,

No impairments of ROU assets were recognized for the six months ended June 30, 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.

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09.

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

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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:

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payment terms are identified, and the consideration is determinable.

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

services transferred.

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

for mobile fuel sales and memberships meet these criteria.

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Identify the Performance Obligations in the Contract

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

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

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

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

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

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

benefits from access to services throughout the period.

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

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

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

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.

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

During the six months

ended June 30, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total

financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15.

Allocate the Transaction Price to Performance Obligations

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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

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

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

access to fuel delivery services throughout the month.

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

throughout the month.

Company does not recognize revenue based on customer invoicing dates;

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monthly subscription

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Liabilities (Deferred Revenue)

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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:

of June 30, 2025 and December 31, 2024, the Company had $ 0 deferred revenue.

following represents the Company’s disaggregation of revenues for the six months ended June, 2025 and 2024:

Schedule of Disaggregation of Revenue

Months Ended March 31,

Six Months Ended June 30,

% of Revenues

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

These costs primarily include:

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

supplier agreements, and transportation expenses.

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

with the Company’s delivery personnel.

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

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

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

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

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

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

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

in cost of sales.

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

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

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

of June 30, 2025 and December 31, 2024, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure

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

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(ASC 740-10-45-25).

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

No interest and penalties were recorded for the six months ended June 30, 2025 and 2024, respectively.

of Deferred Tax Assets

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Considered in Valuation Allowance Assessment

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

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

business performance and market conditions

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

carryforward periods for net operating losses and other deferred tax assets

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and predictability of temporary differences and the timing of their reversal

● Sensitivity

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

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

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

1 unchanged sentence

Allowance Determination

March 31, 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).

June 30, 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

4 unchanged sentences

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:

Company recognized marketing and advertising costs during the six months ended June 30, 2025 and 2024, respectively as follows:

Schedule of Marketing and

Advertising Costs

June 30, 2025

June 30, 2024

Total Sales and Marketing

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Treasury securities with similar maturities.

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

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

Additionally,

6 unchanged sentences

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

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Treatment of Warrants

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

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

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

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

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

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

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

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

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

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

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

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

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

4 unchanged sentences

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

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

adjusted for the allocation of earnings to participating securities.

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

to participating securities.

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

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

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

service is required.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Earnings Per Share (EPS)

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on dilutive mandatorily redeemable convertible preferred shares

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

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

■ Convertible

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

stock equivalents during the period, such as:

preferred stock

■ Convertible

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

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

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

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

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

Loss Per Share Considerations

3 unchanged sentences

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

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

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

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

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

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:

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

under ASC 260-10-45-59.

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

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

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

Schedule of Dilutive Equity Securities Outstanding

June 30, 2025

June 30, 2024

Series A, preferred stock

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

on the potential common stock equivalents noted above at March 31, 2025, the Company has sufficient authorized shares of common stock

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

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

10 unchanged sentences

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

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

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

over the management or operating policies of the other.

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

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

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

the financial statements.

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

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

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

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

on February 13, 2025

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

Note 4 for accrued liabilities – related parties.

3 unchanged sentences

Party Agreement with Company owned by Avishai Vaknin

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

Services include

overseeing all matters relating to the Company’s technology.

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

The initial term of the agreement is for one year.

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

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

The Company agreed to pay $ 10,000

per month and cover other pre-approved expenses.

term of the agreement was for one year.

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

At June 30, 2025 and December 31, 2024, 114,000 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.

The remaining 13,000 shares will vest in April 2026.

See Note 8 for related vesting of shares

and corresponding expense recognition.

Accounting Standards

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:

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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:

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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):

November 2024, the FASB issued ASU No.

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

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“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

This standard

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

asset amortization, and other specific expense categories.

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

and the Company’s definition of selling expenses.

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

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

Early adoption is permitted.

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

however, it will

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

We are evaluating the impact

this update will have on our annual disclosures;

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

Accounting Standards Updates

1 unchanged sentence

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

1 unchanged sentence

the common control merger.

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

These 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

Estimated Useful

June 30, 2025

December 31, 2024

Lives (Years)

$ 10,455,715 *

5 unchanged sentences

( 3,331,289 )

Total property and equipment

Total property and equipment - net

Purchase – Vehicles - Shell

* In 2024, the Company

executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel (“Shell”)

to purchase 73 vehicles ($ 5,139,877 ) and above ground storage tanks ($ 80,000 ) as part of a growth and expansion plan for a total purchase

price of $ 5,219,877 .

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

These vehicles have

a useful life of five years.

Note 7 regarding related ROU operating leases which the Company also had access to office space and parking lots in January

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.

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

statements of operations.

In connection with this transaction, in February 2025 the

Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for

mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the payments made/due as

of December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000

of this amount was reclassified to vehicles, and the remaining value was expensed.

and amortization expense for the six months ended June 30, 2025 and 2024, was $ 1,289,088

and $ 773,821 ,

respectively, which was reported on the consolidated statement of operations under depreciation and amortization .

Depreciation and amortization are included as a component

of general and administrative expenses in the accompanying unaudited consolidated statements of operations.

Impairment losses of property and equipment are included

as a component of general and administrative expenses in the accompanying unaudited consolidated statements of operations.

the six months ended June 30, 2025, the Company sold 34 trucks

with a value of $ 1,199,620 for

proceeds of $ 899,640 .

These trucks were then leased back from the purchaser for a lease period of 36 months.

Of the proceeds, $ 250,000 was

disbursed directly to a lender and used to partially pay down a note payable balance, $ 117,790 was

allocated to general and administrative expenses related to the sale and subsequent leaseback, and $ 531,850 was

received as cash proceeds.

The remaining $ 299,980 in

book value of the disposed vehicles was recorded as a loss on settlement.

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:

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

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities

June 30, 2025

December 31, 2024

Accounts payable

1 unchanged sentence

Accrued expenses - other

Total accounts payable

and accrued liabilities

Accounts payable and accrued liabilities

- related parties

Total accounts payable and accrued liabilities

June 30, 2025

December 31, 2024

Accounts payable and accrued liabilities - related parties

Accrued guarantee fee - Chief Executive Officer

Accrued interest

payable - related parties

Total accounts payable

and accrued liabilities - related parties

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Accrued interest payable - related parties

Total accounts payable and accrued liabilities - related parties

Arrangement – Chief Executive Officer

3 unchanged sentences

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

For the six months ended June 30, 2025 and the year ended December 31, 2024, the Company

accrued $ 212,247 and $ 0 , respectively.

following represents a summary of the Company’s debt (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.

including those owed on vehicles, including key terms, and outstanding balances at June 30, 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:

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

of Notes Payable

1 unchanged sentence

Balance - December 31, 2024

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,

Debt Discount

Amortization of debt discount

Balance – June 30, 2025

following is a detail of the Company’s advances payable – related parties terms and history of each advance at June 30, 2025

and December 31, 2024:

of Advances Payable Related Parties

Chief Executive Officer/>50%

control person

Maturity Date

Interest Rate

June 30, 2025

December 31, 2024

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:

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

respectively:

of Terms of Notes Payable

Interest Rate

Related Party

Refinance Date

Maturity Date

Conversion Date

Repayment Date

June 16, 2023

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December 16, 2024

June 20, 2025

January 19, 2024

28 unchanged sentences

Underlying vehicle

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 27, 2025

July 14, 2027

June 27, 2025

July 14, 2027

of Notes Payable

2 unchanged sentences

Conversion to common stock

Months Ended March 31, 2025

amount of note

of debt discount

to common stock

Six Months Ended June 30, 2025

December 31, 2024

Face amount of note

Debt discount

Amortization of debt discount

Conversion to common stock

June 30, 2025

$ ( 100,701 )

7 unchanged sentences

( 2,500,000 )

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

( 1,200,000 )

$ ( 2,563,365 )

$ ( 770,000 )

$ ( 17,992,795 )

amount of note

14 unchanged sentences

$ ( 2,420,000 )

$ ( 13,065,785 )

#1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company.

5 unchanged sentences

the term of the loan.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

These refinancing arrangements often involve:

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

any unpaid fees or penalties;

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

multiple MCA balances into a single new obligation;

● Structuring

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

repayment obligations.

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

8 unchanged sentences

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.

In connection with this transaction, in February 2025,

the Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes these vehicles for

mobile fueling as part of its ongoing operations.

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

December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, $ 1,229,000 of this amount was

reclassified to vehicles, and the remaining value was expensed.

part of the consideration due to the seller, the Company was required to pay $ 1,250,000 ,

plus an additional $ 250,000 ,

between six and nine months from the transaction date.

of December 31, 2024, the Company had paid $ 650,000 , however an additional $ 850,000 remained due and outstanding as a condition for closing

1 unchanged sentence

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

At the date of these unaudited consolidated financial statements, and pursuant to the repayment terms, the balance of

remains and is due by August 2025.

December 2024, the Company executed a two-month 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.

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

4 unchanged sentences

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

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

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

4 unchanged sentences

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 )

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

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

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

The extension was granted in October 2023 and

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

The Company recognized total

debt discounts of $ 546,000 .

Upon amendment of terms, the Company evaluated the changes under

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

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

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

in cash discounts and fees.

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

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

interest expense of $ 291,000 .

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

Upon amendment of terms, the Company evaluated

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

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

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

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

to interest expense over the life of the note.

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

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

however, due to the 9.99 % ownership blocker provision,

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

Total debt discount was limited to $ 320,000

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

Amendment and Default Conversion Features

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

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

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

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 of default.

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

liabilities were required to be recorded.

Extension-Related

Stock Issuances

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

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

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

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

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

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

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

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

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

to Series A Convertible Preferred Stock

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

principal converted was $ 2,420,000 .

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

to $ 3,630,000 .

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:

total principal converted was $ 2,420,000 .

The lender exercised a 150 %

penalty interest feature, increasing the total debt conversion amount to $ 3,630,000 .

a result, the Company issued 363,000 shares

of Series A convertible preferred stock with a stated value of $ 10 per

The fair value of the preferred stock was determined based on its as-converted value into common stock as follows:

of Debt Extinguishment

Valuation inputs

Market price per share of common stock - on date

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

Discount to market price on date of issuance

Conversion price per share

Series A, preferred stock - stated value per

Series A convertible preferred stock - stated value per share

Conversion price per share

Number of shares of

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

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

Equivalent common shares

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

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

As converted valuation of Series A convertible preferred stock

Debt converted in exchange for Series A convertible preferred stock

Loss on debt extinguishment - related party

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

7 unchanged sentences

deficit upon issuance.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

a contractual term of 18 months.

The notes were issued with an OID of $ 100,000 , resulting

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

20 unchanged sentences

of operations during the year ended December 31, 2024.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

December 2024, the Company executed a loan for $ 5,000,100

with Cohen Global Energy, LLC.

Cohen Global Energy

is an unrelated third party that holds 50 % of Next/Ingle Holdings, LLC.

The Company owns the other 50 % of Next/Ingle Holdings, LLC.

Notwithstanding

the split of ownership, the Company 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.

The loan was 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:

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

of Notes Payable - Vehicles

2 unchanged sentences

Beginning balance

Balance - March 31, 2025

Balance – June 30, 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:

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

of Detailed Company’s Notes Payable

Payable - Vehicles

Notes Payable - Vehicles

Maturity Date

Interest Rate

Default Interest Rate

June 30, 2025

December 31, 2024

January 15, 2021

46 unchanged sentences

Long term portion

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

of Maturities of Long Term Debt

the Year Ended December 31,

Notes Payable

For the Year Ending December 31,

Vehicle Notes Payable

2025 (6 months)

3 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 March 31, 2025 and December 31, 2024, respectively.

Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024, respectively.

7 – Commitments and Contingencies

Company accounts for leases in accordance with ASC 842:

Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing

Leases, which requires lessees to apply the ROU model by recognizing

a right-of-use asset and a lease liability for all leases with terms exceeding 12 months.

8 unchanged sentences

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

Recognition and Measurement

5 unchanged sentences

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

Company primarily uses its incremental borrowing rate (IBR) to determine the present value

of lease payments, except when an implicit rate is readily determinable (ASC 842-20-30-3).

Company primarily uses its incremental borrowing rate (“IBR”) to determine the present value of lease payments, except when an implicit

rate is readily determinable (ASC 842-20-30-3).

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

1 unchanged sentence

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).

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).

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 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

of June 30, 2025 and December 31, 2024, the Company had no finance leases under ASC 842.

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

6 unchanged sentences

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.

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

These leases were as follows:

1 unchanged sentence

ROU Asset/Liability

Lease Location

Recognized Day 1

Monthly Payments (1)

February 1, 2025

6 unchanged sentences

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

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

May 29, 2025, the Company entered into a lease agreement for 34 vehicles commencing on May 29, 2025.

monthly payment:

ROU asset recognized:

$ 875,486 (non-cash asset addition)

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2025 and December 31,

2024, respectively:

of Operating Lease Assets and Liabilities

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

June 30, 2025

December 31, 2024

Operating lease - ROU asset - non-current

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

June 30, 2025

June 30, 2024

Operating lease costs

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

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

Amortization of ROU operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

ROU asset obtained in exchange for new operating lease liability

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

of Future Minimum Payments Under Non-Cancellable Leases

1 unchanged sentence

Total undiscounted cash flows

amount representing

amount representing interest

Present value of operating lease liability

current portion

of operating lease liability

Long-term operating

lease liability

current portion of operating lease liability

Long-term operating lease liability

Leases – Related Party

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

Chief Technology Officer (CTO).

Chief Technology Officer.

Monthly Payment:

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

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

The lease is subject to a 3% annual escalation.

Right-of-Use (ROU) Asset:

The Company recognized a non-cash ROU asset addition of $ 316,557

in accordance with ASC 842:

Asset - Lease Termination – Related Party

ROU Asset - Lease Termination – Related Party

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

2 unchanged sentences

For financial accounting purposes, the transaction was insignificant.

Right-of-Use Asset – Related Party

ROU Asset – Related Party

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

1 unchanged sentence

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

An initial ROU asset of $ 340,368 will be recognized as a non-cash

asset addition.

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

tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2025 and December 31,

2024, respectively:

of Operating Lease Assets and Liabilities

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

June 30, 2025

December 31, 2024

Operating lease - ROU asset - non-current

Operating lease liability

Weighted-average remaining

lease term (years)

Weighted-average discount

Weighted-average remaining lease term (years)

Weighted-average discount rate

components of lease expense were as follows:

of Components of Lease Expense

June 30, 2025

June 30, 2024

Operating lease costs

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

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

Amortization of ROU operating lease asset

Lease liability expense in connection with obligation repayment

Total operating lease costs

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

Operating cash outflows from operating lease (obligation payment)

ROU asset obtained in exchange for new operating lease liability

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

of Future Minimum Payments Under Non-Cancellable Leases

1 unchanged sentence

Total undiscounted cash flows

amount representing

amount representing interest

Present value of operating lease liability

current portion

of operating lease liability

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

of June 30, 2025 and December 31, 2024, the Company is not aware of any litigation, pending litigation, or other transactions that require

accrual or disclosure.

7 unchanged sentences

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

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

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

1 unchanged sentence

$ 0.0001 per share

Senior to all other classes of stock, including Series A and Series B Preferred Stock, unless

otherwise designated

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

None , unless declared by the Board of Directors

● Liquidation

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

3 unchanged sentences

& Outstanding:

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

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

$ 0.0001 per share

1 unchanged sentence

conversion rate:

4.53 shares of common stock per Series A Preferred Stock

shares of common stock per Series A convertible preferred stock

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

in a fixed number of common shares per preferred share

equivalent common shares at March 31, 2025 and December 31, 2024 were 1,644,022 , respectively

equivalent common shares at June 30, 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)

1 unchanged sentence

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

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

and does not require a variable number of settlement shares.

Preferred Stock – Series B

1 unchanged sentence

& Outstanding:

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

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

$ 0.0001 per share

1 unchanged sentence

conversion rate:

5.18 shares of common stock per Series B Preferred Stock

5.18 shares of common stock per Series B convertible preferred stock

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

in a fixed number of common shares per preferred share

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

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

variable number of shares are required for settlement

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

○ 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

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.

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 June 30, 2025

shares as of December 31, 2024

1 unchanged sentence

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.

connection with the common control merger, any shares issued to Next Holding, 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.

Accordingly, these

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

earnings per share or equity reporting purposes.

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

1 unchanged sentence

employees, directors, and consultants.

Transactions for the Three Months Ended March 31, 2025

Transactions for the Six Months Ended June 30, 2025

Issued for Cash and Warrants – Public Offering

2 unchanged sentences

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

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

proceeds from the offering are expected to be used for:

12 unchanged sentences

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.

These warrants are exercisable beginning 6 months after the grant

date and for an additional 4.5 years through February 13, 2030.

Issued for Services

1 unchanged sentence

based upon the quoted closing trading price.

Additionally,

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

based upon the quoted closing trading price.

Issued as Loan Extension Fee

2 unchanged sentences

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

connection with the extension of loan #12, the Company was required to pay a fee of 116,000 shares of common stock with a fair value

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

Issued for Conversion of Accounts Payable

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

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

Issued for Conversion of Notes Payable

Company issued 256,667

shares of common stock to convert the remaining balance of $ 770,000 on loan #17 at a price per share of $ 3.00 or fair value of $ 770,000 .

Company issued 550,000

shares of common stock to convert the flat-rate interest owed of $ 1,350,000 on loans #30 and 31 at a price per share of $ 3.00 , or fair value of $ 1,350,000 .

B Convertible Preferred Stock – Distribution – Related Party

2 unchanged sentences

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.

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 convertible preferred stock.

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,

3 unchanged sentences

with the offset credited to additional paid-in capital.

AND SUBSIDIARIES

KNOWN AS EZFILL HOLDINGS, INC.)

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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.

Series A and B Convertible Preferred Stock –

Preferred Stock Dividends Payable in Common Stock

In accordance with the terms of the Company’s

Series A convertible preferred stock and the Series B convertible preferred stock, the Company is required to accrue dividends on a quarterly

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

are no other provisions that could result in a variable number of shares required for settlement in the future.

Additionally,

1 unchanged sentence

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

June 30, 2025 and December 31, 2024, the Company had accrued dividends totaling $ 173,438 and $ 258,271 , respectively.

In 2025, the Company issued

93,576 shares of common stock to settle the outstanding dividends due and another 62,839

in newly-accrued dividends.

following is a summary of the Company’s dividends:

of Dividends Payable

A - Convertible Preferred Stock

B - Convertible Preferred Stock

Dividends Payable

Preferred Stock

Total Dividends Payable

Shares issued and outstanding

3 unchanged sentences

Market price - at issuance date

Minimum price - 70%/80% discount to market

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

Conversion price

1 unchanged sentence

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

following represents the Company’s Series A and B convertible preferred stock quantity of shares due at June 30, 2025 and December

of Series A and B Convertible Preferred Stock Dividends Payable

A - Convertible Preferred Stock

B - Convertible Preferred Stock

Dividends Payable

Preferred Stock

Total 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

Accrued dividends payable - Series A and Series B convertible preferred stock

Accrued dividends payable

Payment of accrued dividends as common stock

Payment of accrued dividends as common stock, shares

June 30, 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

following represents the Company’s Series A and B convertible preferred stock valuation due at June 30, 2025 and December 31, 2024:

Convertible Preferred Stock

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

dividends payable - Series A and Series B convertible preferred stock

of accrued dividends as common stock

Transactions for the Year Ended December 31, 2024 and the Six Months Ended June 30, 2025

Vesting of Board of Director Common Stock Grants

– Related Parties

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

various board directors.

The effect of issuing these shares had no net effect of stockholder’s deficit as the share issuance was

reflected at par value.

various board members.

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

at par value.

The Company recorded $ 251,334 of expense in 2024, related to the vesting of these shares in 2024.

Company issued 136,484 shares of common stock to various board 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 .

Company issued 136,484

shares of common stock to various board members for services rendered in 2024, having a fair value of $ 520,000

($ 3.81 /share),

based upon the quoted closing trading price.

Total share-based payments to board members in 2024

were $771,334.

see Note 7 for the expense recorded in 2024 of $ 34,666 related to the vesting of shares for the Company’s Chief Technology Officer.

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

totaled $ 806,000 .

Total share-based payments (including vesting of prior

period awards) with board members and officers for the year ended December 31, 2024 totaled $ 806,000 .

Issued for Services

4 unchanged sentences

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 .

A Convertible Preferred Stock Issued in Debt Conversion

August 16, 2024, the Company converted all outstanding principal ($ 2,420,000 )

and accrued interest ($ 0 )

shares of Series A convertible preferred stock at a $ 10 /share

stated value.

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

penalty interest feature.

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

for a total of $ 3,630,000

of debt that was converted.

As a result of this debt conversion, the balance due to this lender was $ 0 as of June 30, 2025 and December 31, 2024 .

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 time based restrictions) as of March 31, 2025 and December 31, 2024,

is presented below:

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

presented below:

Schedule of Company Nonvested Shares

Weighted Average

Non-Vested Shares

Balance - December 31, 2023

2 unchanged sentences

Cancelled/Forfeited

Balance - March 31, 2025

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

These grants typically contain a vesting

period of one to three years and require services to be performed in order to vest in the shares granted.

Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price.

These amounts

are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative

expenses in the accompanying consolidated statements of operations.

Balance - June 30, 2025

The Company has issued various equity grants to directors,

officers, consultants and employees.

These grants typically contain a vesting period of one to three years and require services to be

performed in order for the shares to vest.

The Company determines the fair value of the equity

grant on the issuance date based upon the quoted closing trading price.

These amounts are then recognized as compensation expense over

the requisite service period and are recorded as a component of general and administrative expenses in the accompanying unaudited consolidated

statements of operations.

Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate.

1 unchanged sentence

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

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

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

June 30, 2025, unrecognized stock compensation expense related to restricted stock was $ 1,869,890 , which will be recognized over a weighted-average

period of one 1 year.

the six months ended June 30, 2025, and 2024, the Company recognized compensation expense of $ 981,211

and $ 251,333 ,

respectively, related to the vesting of these shares.

activity for the three months ended June 30, 2025 and December 31, 2024 are summarized as follows:

of Stock Warrant Activity

7 unchanged sentences

Cancelled/Forfeited

Outstanding - March 31, 2025

Vested and Exercisable - March 31, 2025

Unvested and non-exercisable - March 31,

Outstanding - June 30, 2025

Vested and Exercisable - June 30, 2025

Unvested and non-exercisable - June 30, 2025

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

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

In connection with this transaction, in February

2025, the Company acquired various vehicles as part of a growth and expansion plan.

The Company has access to and utilizes

these vehicles for mobile fueling as part of its ongoing operations.

Since the transaction did not close until February 2025, the

payments made/due as of December 31, 2024, were classified as a component of deposit on future asset purchase totaling $ 2,035,283 .

In 2025, the fair value of the purchased vehicles was determined to be $ 1,229,000 ,

and this amount was reclassified to vehicles.

The remaining value was expensed.

Consideration

for this asset purchase consisted of the following:

Cash - $ 1,250,000 ;

- $ 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

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

Payable - $ 250,000

December 31, 2024, the Company had paid $ 650,000

The balance of $ 600,000 was paid in February

of the cash payment.

The balance of the cash payment ($ 600,000 )

was paid in February 2025.

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 .

December 31, 2024, the $ 250,000

under the note payable had not yet been paid.

In February 2025, $ 50,000

of the principal under the note payable was repaid, leaving a remaining balance of $ 200,000 .

10 – Intangible Assets

18 unchanged sentences

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.

An additional $ 59,800

of accrued interest was forgiven by the lender and recorded as other income in the accompanying unaudited consolidated statements of

operations during the year ended December 31, 2024.

Company has accounted for this transaction as a business combination.

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:

2 unchanged sentences

Fair value of consideration transferred

Recognized amounts of identifiable assets acquired

and liabilities assumed:

Recognized amounts of identifiable assets acquired and liabilities assumed:

License agreements

1 unchanged sentence

Total assets acquired

identifiable net assets

Total identifiable net assets

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

2 unchanged sentences

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:

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

of Intangible Assets

June 30, 2025

December 31, 2024

Lives (Years)

License agreements

3 unchanged sentences

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.

expense for the six months ended June 30, 2025 and 2024 was $ 223,334 and $ 111,667 , respectively.

were no impairment losses for the three months ended June 30, 2025 and 2024, respectively.

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

of Estimated Amortization Expense

For the Years

Ended December 31:

For the Years Ending December 31:

2025 (6 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.

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

Project Rights

December 2024, a disbursement of $ 3,929,161

was made by Next/Ingle Holdings LLC, a 50 % owned subsidiary of Next Holding, 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 utility.

To facilitate the acquisition, Next Holding formed

Next/Ingle Holdings LLC, in which it holds a 50% ownership interest, with the remaining 50% owned by Cohen Global Energy, LLC, an unrelated

Notwithstanding the split of ownership, the Company 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.

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.

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

3 unchanged sentences

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)

Formed Next/Ingle Holdings LLC ( 50 %

owned by Next Holding, 50 %

owned by Cohen Global Energy, LLC)

Retains unilateral control over Next/Ingle Holdings LLC via

operating agreement (this entity is consolidated with the Company and reflects a non-controlling interest for the 50 % not owned)

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

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

acquisition via $ 5,000,100

loan from Cohen Global Energy, LLC

JEA Ingle FL, LLC

Holds rights to the Bryceville, FL solar project

Continues as third-party developer supporting project execution

Note 12 – Segment Reporting

operates in two reportable segments:

Energy Infrastructure and Mobile Fuel Delivery.

The Company’s segments were determined based

on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations are

managed and the criteria used by the Company’s Chief Operating Decision Maker (CODM) to evaluate performance, which include revenue,

gross margin, and operating profit.

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

a national footprint.

These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative

to traditional fueling stations.

The Company is integrating sustainable energy solutions into its fueling operations, with the goal of

assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance

service efficiency and support the adoption of clean energy.

Infrastructure

Company’s energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids,

solar energy systems, battery storage, and wireless EV charging solutions.

These systems are designed to improve grid resiliency, optimize

energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers.

Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale

installations, community energy systems, and integration of distributed energy resources.

following tables present certain financial information related to our reportable segments:

Schedule of Financial Information Related to

our Reportable Segment

Infrastructure

Fuel Delivery

of June 30, 2025

Infrastructure

Fuel Delivery

receivable - net

and equipment - net

lease - right-of-use asset

lease - right-of-use asset - related party

lease - right-of-use asset

For the six months ended June 30, 2025

Energy Infrastructure

Mobile Fuel Delivery

Cost of sales

General and administrative expenses

Stock based compensation

Depreciation and amortization

Total costs and expenses

Interest income

Gain (loss) on settlement

Interest expense (including amortization of debt discount)

( 2,867,909 )

( 4,774,519 )

( 7,642,428 )

Total other income (expense) - net

( 2,792,118 )

( 5,759,580 )

( 8,551,698 )

( 6,119,828 )

( 38,951,447 )

( 45,071,275 )

Energy Infrastructure

Mobile Fuel Delivery

As of June 30, 2024

Energy Infrastructure

Mobile Fuel Delivery

Accounts receivable - net

Prepaids and other

Property and equipment - net

Intangible assets - net

Deposit on future asset purchase

Project Deposit

Operating lease - right-of-use asset

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

Operating lease - right-of-use asset

Energy Infrastructure

Mobile Fuel Delivery

For the six months ended June 30, 2024

Energy Infrastructure

Mobile Fuel Delivery

Cost of sales

General and administrative expenses

Stock based compensation

Depreciation and amortization

Total costs and expenses

Interest income

Interest expense (including amortization of debt discount)

( 1,393,717 )

( 2,561,562 )

( 3,955,279 )

Total other income (expense) - net

( 1,393,716 )

( 2,437,312 )

( 3,831,028 )

( 3,027,782 )

( 5,263,855 )

( 8,291,637 )

13 - 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 )

to the period ended June 30, 2025, the Company issued 651,337 shares of its common stock to five consultants as compensation for services

July 1, 2025, in relation to the “Alcourt Note,” the Company issued 180,000 shares of its common stock to extend the note’s

maturity date to September 30, 2025.

On July 11, 2025, NextNRG entered into a Stock Purchase

Agreement (SPA) with a lender, whereby the company issued 1,081,395 restr icted

shares of common stock at $ 2.15 per share.

This issuance fully extinguished a $ 2,325,000 liability the company owed to the lender under

a prior agreement dated March 24, 2025

July 15, 2025, the company entered into a $ 2,000,000

Promissory Note, intended for working capital.

The note carries

fixed annual interest rate and a 5 %

original issue discount, with a maturity date of March

NextNRG elected to satisfy the $ 360,000

interest by issuing 197,802

restricted shares of common stock, at approximately $ 1.82

per share, as well as 126,373 shares of common stock as commitment

August 4, 2025, the Company entered into Equipment Lease Schedule No.

002 under its Master Lease Agreement with Equify Financial, LLC

to lease fuel trucks and related equipment totaling $ 1,164,600 .

The 36-month lease requires one initial payment of $ 35,685 and 35 monthly

payments of $ 35,685 commencing September 20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option

Lease proceeds were disbursed as $820,600 to the Company, $234,000 to AlCourt LLC, and $110,000 for tax, title, and license.

August 8th the Company entered into an agreement with Michael Weisz and his company Buckingham Consultants LLC whereby Mr.

serve as a member of the Company’s advisory board.

Under the Agreement Mr.

Weisz will receive 1,250,000 shares of the Company’s

common stock subject to time-based vesting requirements, and upon the sooner of 90 days from the execution of the agreement or the C ompany

completing a $ 25 Million capital raise Mr Weisz will begin receiving a $ 10,000 per month fee.

Additionally, Mr.

Weisz will be entitled

to certain bonuses under the Agreement.

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