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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from [____] to [____]

 Commission
file number 001-40809

HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 84-4260623

 State
 or other jurisdiction

 of
 incorporation or organization

 (I.R.S.
 Employer

 Identification
 No.)

 NW 183 rd St., Miami,
 FL

 33169

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
Telephone number, including area code: (305) 791-1169

registered pursuant to Section 12(b) of the Act:

 Title
 of Class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, Par Value $0.0001

 EZFL

 Nasdaq
 Capital Market

registered pursuant to Section 12(g) of the Act:

 Title
 of Each Class

 Name
 of Each Exchange On Which Registered

 N/A

 N/A

by check mark if the registered is a well-known seasonal issuer, as defined in Rule 405 the Securities Act Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the last 90 days. Yes No

by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of common stock held by non-affiliates of the registrant based on the closing price of the registrant's
common stock as reported on the Nasdaq Capital Market on June 30, 2023, was $ 6,588,410.

the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

 As
of April 1, 2024, 4,673,470 shares of the registrant's common stock, par value $0.0001 per share, were
outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 1 7

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 2 8

 Item
 3.

 Legal Proceedings

 2 8

 Item
 4.

 Mine Safety Disclosures

 2 8

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 2 9

 Item
 6.

 Selected Financial Data

 3 0

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 3 0

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 8 8

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 9 5

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 10 7

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 10 8

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 11 9

 Cautionary
Note Regarding Forward-Looking Statements

 This
annual report contains forward-looking statements and information within the meaning of Section
27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, which are subject to the "safe harbor" created by those sections. These forward-looking statements include,
but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected
costs, prospects and plans and objectives of management. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and
you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks
and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without
limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which
they are made, and we do not assume any obligation to update any forward-looking statements.

 As
used in this report, the terms "EzFill" "we", "us", "our" and "Company" mean
EzFill Holdings, Inc. and/or our subsidiaries, unless otherwise indicated.

 PART

 Item
1. Business

 Overview

is an on-demand fuel delivery company in South Florida and the only mobile fueling company that combines on-demand fills and subscription
services which fill customer vehicles on routine intervals for the consumer, fleet, marine and other specialty markets. The emergence
of digital technology, GPS-Based / On-Demand consumer deliveries, and the sharp increase in home delivery of products and services during
the COVID-era are trends expected to continue in the post-COVID economy. The increased adoption rate of such 'at home' or
'at work' delivery of products and services has become the method both individual and commercial customers prefer.

provides customers in South Florida the ability to have fuel delivered to their vehicles (cars, trucks, and specialty vehicles) without
having to leave the comfort of their home, office, and job site. EzFill's app-based platform conveniently brings the gas station
to customers with a growing fleet of EzFill-branded, Mobile Fueling Trucks. EzFill's business verticals align to the high-use,
high demand cases in vehicle operations. These are individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets.

 For
 CONSUMERS, EzFill services individual "consumer" customers directly at their residences or places of work. In the
consumer vertical, EzFill customers sign-up for EzFill services individually, or as part of an employer which offers discounted EzFill
services to their employees as an employee benefit while at work at offices, in office parks or on-job locations. Fuel deliveries are
completed at optimal times during the day for 'at work' customers or at night for residential deliveries.

 In
the COMMERCIAL vertical, EzFill provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars, livery
operators, and job sites. Deliveries for the commercial vertical are completed during down-times, when the majority of commercial vehicles
are at designated locations. This method also allows EzFill to complete multiple fills at once, while providing the commercial customers
the benefit of a fleet of fueled vehicles ready for operations on any given morning.

 In
the SPECIALTY vertical, EzFill adapts to each market based on the type of vehicles that can benefit from "at location"
fuel delivery. In EzFill's home market, Florida, their "specialty" vertical services hundreds of boat owners at their
homes or at marinas at which they are docked. EzFill's specialty market also includes equipment rental companies, construction
job sites, agricultural operations, motorsports events and recreational vehicle grounds.

Model – Resolving Pain Points in the Consumer and Commercial Fuel Customer Markets

 EzFill's
experience in this market indicates that the legacy gas station model is ripe for disruption specifically by a model which works to address
major issues with the status of the industry, such as:

 Convenience.
 People find going to the gas station inconvenient and time consuming. Leaving the house a little late in the morning on an empty
 tank means arriving late to the office or stopping for gas on your way home after a long day is inconvenient. This number does not
 include the time it takes to drive to and from the gas station. Our solution saves our customers valuable time and shaves time off
 of our customers' commutes to and from work. Our Mobile Fueling Truck brings a convenient fueling solution that is disrupting
 the current industry by saving our customers valuable time and helping them to avoid the stress of not having a full tank of gas.

 Fleet
 Driver Expense. When fleet managers send their vehicles to the gas station to fill up, they are paying for: (i) the driver to
 take the vehicle to the gas station; (ii) the gas the vehicle consumes on the way to and from the gas station; (iii) wear and tear
 on the vehicle being driven to the gas station; and (iv) indirectly the downtime for the vehicle being driven to the gas station,
 which usually will be during the regular working day due to the fact that an employee must take the vehicle there. When fleet managers
 use EzFill, they only pay for gas and we fill up the vehicles after hours so there is no downtime during the regular working day.

 Fleet
 Driver Fraud. Research conducted by Fleet News confirmed the 64% of fleets have been the victims of fuel theft or fuel fraud.
 According to a survey conducted by Shell, 93% of fleet managers think that some of their drivers are committing fraudulent activity
 and 41% of fleet managers think that more than 10% of their drivers are committing fraudulent activity. According to Shell's
 research, 48% of fleet managers think that improving practices to tackle fraud could reduce a fleets fuel spend by more than 5% and
 14% of fleet managers believe it would reduce fuel spend by more than 10%. EzFill's solution tackles fraud head on by taking
 the drivers out of the equation. EzFill brings the gas directly to our customers fleets and reduces the risk of driver related fuel
 fraud.

 Costs. The rising cost of real estate in major metros, over the past couple of years has caused many gas stations to close their
 doors, leaving major cities without significant competition, which could lead to higher local gas prices. According to data provided
 by Fueleconomy.gov there were 168,000 gas stations in 2004, compared to just 115,000 gas stations reported by marketwatch.com in
 February 2020 (a 31% drop). EzFill's App-based approach lowers our underlying costs and allows us to offer gas with competitive
 pricing in each zip code in which we operate.

 Safety
 Concerns. Gas stations have a reputation of being unsafe locations. This reputation developed due to the many robberies and assaults
 that occur at gas stations. According to FBI crime data, over the past five years 1.3% of all violent crimes occurred at gas stations.
 Violent crimes such as robberies and assaults are commonplace at gas stations because often, customer's need to exit their
 vehicles in remote and secluded areas, at late hours, with improper lighting and security at the location. EzFill's Mobile
 Fueling Trucks address these safety issues by bringing the gas to the consumer, who, from the comfort of their home or office can
 order a fill-up via our App without even going outdoors. The customer simply needs to place the order and leave the gas tank access
 open on their vehicle.

 Fraud
 Concerns. Gas stations are hubs for fraud issues. These issues primarily emanate from gas stations employing mostly old-fashioned
 magnetic strip credit card readers. Gas stations experience hundreds of millions of dollars in credit card fraud annually. According
 to the Florida Department of Agriculture, more than 1500 skimmers were found at Florida gas stations in 2019. A study from FICO,
 found that fraud from credit card skimmers is increasing at a rate of 10% per year. The US Secret Service reports finding between
 20 and 30 credit card skimmers at gas pumps, per week. EzFill's platform does not store any customer credit card data and uses
 the latest in credit card processing technology to verify cards and secure customers' payments to ensure authenticity of purchases.

 Addressing
 Environmental Concerns. We can never eliminate our environmental exposure completely. However, by delivering fuel to areas with
 high vehicle density, we are lowering the environmental impact by reducing the number of separate trips our customers make to refuel
 their vehicles. Since EzFill sources direct from oil companies on a daily basis, we have a very high turnover of inventory and do
 not store our fuel in underground tanks. All our tanks go through a rigorous annual inspection, plus they are visually inspected
 before and after every shift to ensure proper fuel storage and no loss of vapors. A rapid turnover of inventory and daily tank inspections
 are not available for underground tanks used by retail gas stations.

 Sanitary
 and Touchless. According to a study conducted by the Kymberly Clark Group, the gas station pump handle is the dirtiest surface
 Americans touch on their way to work. Also, according to a recent study conducted by busbudy.com, gas station pumps have 11,000 times
 more bacteria than the common household toilet seat, while pump station buttons contain 15,000 times more. In addition to being germ
 and bacteria infested, a recent article by njtvonline.org highlighted the near impossibility of social distancing at self-service
 gas stations, further exacerbating the health risks of going to the gas station. Proper social distancing is required to help stop
 the spread of Covid-19. Our service is a sanitary and touch free way for our customers to get gas. We believe our service eliminates
 one of the dirtiest and most unhealthy places from our customers once mandatory to-do list.

 Our
Product Offerings

 We
provide gas delivery via our Mobile Fueling Trucks in the greater South Florida area as well as in the Tampa and Orlando areas and expect
to soon begin fueling in other areas in Florida. Our goal is to service all our customers across all our lines of business at predictable
locations during vehicle downtimes. Our fleet currently includes 24 Mobile Fueling Trucks that we utilize to deliver fuel directly to
our customers. We have three major lines of business and to our knowledge we are the only company in the space which fuels all three
verticals:

 1.

 SERVICING
 CONSUMERS AT HOME AND AT WORK

 We
offer residential fueling services to customers who can request a fuel delivery through our app and have fuel delivered directly to their
vehicle, from the comfort of their home or apartment building, while they go about their night. We offer convenient weekly schedules
to our residential customers, so they can live with the comfort of knowing that they will never be without a full tank of gas when they
need it. Additionally, our competitive pricing keeps our residential customers from having to travel out of their neighborhood for lower
gas prices. Our residential customers currently pay a delivery fee of $4.99 for each delivery or they have the option to pay $9.99 per
month for unlimited deliveries. We may increase these prices in the future. We currently offer delivery to residential customers in Miami-Dade,
Broward, and Palm Beach counties, as well as the Orlando and Tampa areas, and expect to soon begin deliveries in other parts of Florida.
Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been
enhancing residents' experience.

 Through
entering agreements with local and national businesses, we work directly with businesses human resource departments to offer employee
perks, and fuel employees' cars while they are working. This is a creative benefit for employers to offer, enabling their employees
to have their cars filled, stress free. Additionally, we work directly with the landlords of corporate office parks to bring the amenity
of EzFill to their tenants. Our corporate employee fueling is currently done at competitive prices with no delivery fee. Our corporate
office park solution offers benefits to employers and EzFill. Benefits to employers include: (i) a new perk to offer their employees;
and (ii) happier employees who do not have to waste precious time going to the gas station. Benefits to EzFill include: (i) multiple
deliveries at one location creates efficiencies and cuts operating costs; (ii) the employers serve as "influencers" which
reduces our marketing costs for each location; and (iii) push-marketing by the employers also results in more residential consumer fills.

 2.

 SERVICING
 COMMERCIAL ENTITIES

 We
partner with and offer national and local businesses who operate fleets an alternative solution for fueling their fleet to reduce the
businesses operational costs and improve fleet efficiency. Our solution for fleets helps businesses: (i) save money spent on expensive
gas stations; (ii) save money on paying employees to go to gas stations; (iii) eliminate unnecessary wear and tear to Company fleet vehicles
on trips to the gas station; (iv) better monitor their gas consumption; (v) eliminate employee mistakes (putting regular gas into a diesel
engine); and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their employee
was making unauthorized charges on their fleet card). This product offering is sold with zero fees, our fleet customers pay only for
the gas they consume. We may charge delivery fees to fleet customers in the future.

 3.

 SERVICING
 SPECIALTY MARKETS

delivers fuel directly to other, market-specific personal and commercial vehicles and tanks. In our home market, the prevalence of boats
and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services.
Marina gas stations are some of the highest priced in the country. We offer low prices and pre-scheduling so our marine customers can
get affordable fuel whenever they need it. The same is true for the markets which we have targeted to enter. In these markets we find
similar, market-specific vehicles which our future customers use for; construction or agricultural purposes, personal or recreational
vehicle use, or sporting events where a large concentration of vehicles can be serviced at specific locations.

 Customers

 In
addition to our individual, residential customers, we also have structured relationships with property management companies and builders
who co-market our services as a benefit to their residents and allow our trucks to enter their communities to fill vehicle owners at
their single-family homes, condominiums or apartments. Employers who have offered at-work fueling as a corporate perk have included Ryder,
Norwegian Cruise Lines, Carnival Cruise Lines, Royal Caribbean, Telemundo, Loreal, Y Green, and more. Customers we have signed up through
our corporate offerings may also be customers of our residential offering. Our services are very flexible, and our residential customers
do not have to sign any long-term commitments with us and can decide not to use our service whenever they choose.

 Our
commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading
national grocer, a leading OEM, Enterprise, Telemundo, Easy Scripts and Air Around the Clock.

 In
our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats
at customers' homes. We are a preferred delivery partner for a mobile application with thousands of boat-owner users. We have recently
begun developing this line of business and it is growing, mostly through existing customer outreach and strategic partnerships with marinas.

 Software
Systems, IT, User Interface and Experience

 Our
software systems provide us with logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to
effectively service clusters of customers in a specific area or zip code. At the front end of our system, we employ an app-based approach
that provides all our customers with an easy-to-engage user interface and ordering system. Customers are able to select the times and
locations of their on-demand or routinely scheduled fills and manage their account on their mobile device or desktop system.

 In
the back end of our system, we aggregate customer orders based on their location and expected gallon demand for their vehicles. The aggregation
of customer orders based on these variables triggers a truckload fill of one of our mobile tankers designated for each of the customer
orders our system generates.

 Our
software and IT systems have been developed and customized in-house to provide cost-saving efficiencies which produce higher margins
than traditional, gas station fuel margins.

 We
are planning to expand our software capabilities using AI and machine learning algorithms that will, among other things, automatically
generate outbound "fill reminder" communications to customers based on their recorded usage amounts and time intervals.

 Our
Mobile Application

 The
EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

 Sign
Up: The EzFill App provides a quick and easy registration process.

 Profile
Management: The EzFill App provides easy profile management where users can seamlessly update personal information, such as: vehicle
details and location, this way we are able to provide the best services to our customers.

 Location
Sharing: This feature enables our customers to simply drop a pin at their location on an integrated map which lets our driver know
where to deliver the fuel.

 Request
Fuel Delivery: The EzFill App lets our customers pick the type and quantity of fuel to be delivered in addition to the time and date
of availability.

 Weekly
Delivery Schedule: The EzFill App also enables our customers to preschedule weekly deliveries, on a specific day of the week. This
feature enables our customers to request their delivery for a specific time window, this ensures they can schedule their fill up at convenient
times when they would be busy attending other tasks and their car is idle.

 Push
Notifications: The EzFill App has a push notification feature. This allows us to keep customers informed of all the activities associated
with the service they have requested. We also use it to keep our customers updated with recent offers and discounts, which helps to boost
customer satisfaction and promotes our business.

 Transaction
History: The EzFill App offers our customers the ability to always view their transaction history. This gives our customers an option
to check the previous fuel delivery requests and bills.

 Our
Market Opportunity

 Information
provided by Statista indicates that there are about 286 million registered cars in the United States as of Q1 2023. According to the
US Energy Information Administration, in 2022 the US used approx. 369 million gallons of fuel per day, with Florida utilizing nearly
21 million gallons per day. According to Statista.com, in 2022, US gas stations produced revenues of roughly 738 billion dollars. EzFill
wants to take advantage of the growing number of US drivers and the dwindling number of gas stations by bringing the gas directly to
the consumers. We feel that our service is years in the making and solves many problems posed by the legacy gas station. EzFill presents
a new way for Americans to get gas: at home, at the office, wherever, on demand.

 The
on-demand market continues to grow. On-demand companies are operating and growing in the:

 Trucking
 & Delivery Services

 Food
 Delivery Services

 Beauty

 Housekeeping

 Healthcare

 Laundry

believes that the on-demand market will continue to grow and this growth will benefit its gas delivery model.

 We
believe our market opportunity is to expand into major MSAs across the continental U.S. with sufficient concentration of business and
residential customers. We want to be in locations where people rely heavily on their personal cars to get places. Based on our research,
we have identified several major MSAs across the U.S that would be attractive for expansion.

 As
we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market. The
strategy we developed begins with sales in our fleet category to build a base of business in the target city, while developing and strengthening
our delivery operations. Next, after launch, we secure corporate and landlord agreements to allow us to begin marketing our services
to their employees and tenants. These agreements include fueling at large office parks during daytime hours and fueling at residential
buildings during nighttime hours.

 We
generate business through establishing corporate and landlord partnerships, we then leverage companies' internal communication
channels to market directly to their employees or residential tenants. By implementing our digital marketing campaigns as well as placement
of our content throughout residential and corporate facilities, we are able to develop greater brand awareness. We coordinate with our
partners to set up organic marketing efforts with our brand ambassadors to help increase recognition and assist users with downloading
the app and setting up their accounts.

 Our
Growth Strategy

 Our
strategy is to leverage our established business partnerships and generate organic methods of acquiring new markets. This has given us
significant brand recognition by the consumer and has enabled us to acquire competitor territories. In doing so, we have generated a
substantial presence and footprint in the regional area in which we operate. As we continue to develop our business relationships and
expand our geographic footprint in Florida, our goal is to open in new markets along the east coast.

 EzFill's
current focus is on expanding its geographic footprint. We aim to open in new markets along the east coast in the future both organically
and through acquisitions of existing companies in the space. We make our expansion decisions based off of research into optimal target
markets where public transportation is less prevalent, leading to more residents owning cars and the areas where a demand for lifestyle
improving technology is present. We also consider State/City/County regulations when assessing new areas to expand into. We are targeting
high potential locations with the least regulations on mobile fuel delivery.

currently has strategic partnerships with businesses across industries such as property management, parking solutions services, travel
industry, delivery industry, transportation and logistics, marinas, and other diversified business sectors. By establishing these
strategic business-to-business relationships, we are able to offer cost effective business solutions, whether through human resource
departments as employee perks, optimization of efficiency for fleet companies, or tenant satisfaction by adding amenities.

believes a strategic partnership with a major oil company will help with our expansion by enabling us to lower cost and attract a larger
customer base by selling branded gasoline. However, there cannot be any assurance that EzFill will be able to obtain such a strategic
partnership. The oil companies Exxon and Shell are both in the mobile fuel delivery space though investments in mobile fueling companies.

 Technology
License Agreement

 On
April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC ("Licensor"), under which the
Company licensed certain proprietary technology. Under the terms of the license, the Company issued 33,216 shares of its common stock
to the Licensor upon signing. The Company also issued 41,520 shares to the Licensor in May 2021 upon the filing of a patent application
related to the licensed technology. Upon completion of the Company's IPO, 23,251 shares were issued to the Licensor. The Company
will issue up to 91,344 additional shares to the Licensor upon the achievement of certain milestones. In addition, the Company has granted
stock options for 66,432 shares at an exercise price of $3.76 per share that will become exercisable for three years after the end of
the fiscal year in which certain sales levels are achieved using the licensed technology. The Company has the option for four years after
the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of 132,864 of its
common shares. Until the Company exercises one of these options, it will share with the Licensor 50% of pre-revenue costs and 50% of
the net revenue, as defined, from the use of the technology. Under the Technology Agreement, the Company licensed proprietary technology
that it believed would enable the Company to expand its services to provide its fuel service in high density areas. Fuel Butler has delivered
a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity
securities to Fuel Butler. The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement
and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues
to be in force. While the Company contests Fuel Butler's claims of breach and contends that in fact Fuel Butler is in breach, the
Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement. The Company has sent a proposal to Fuel
Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement.
Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022.

 Competition

is a mobile fuel delivery service and competes with other local fuel delivery companies and gas stations. We differentiate ourselves
by allowing our customers to request our service via a mobile app and delivering the fuel directly to the end user. We use our innovative
technology and excellent concierge service to offer convenient fueling solutions to all our vertical markets at different times of the
day to maximize the efficiency of each mobile fueling truck. To our knowledge, there are no significant mobile fueling competitors in
the markets we currently serve.

 We
distinguish ourselves from our competitors by:

 Prioritizing
 our customer's experience and satisfaction;

 Streamlining
 our customers ordering experience;

 Rigorously
 vetting and training our drivers;

 Providing
 the latest in scheduling, GPS technology, and payment systems;

 Offering
 competitive pricing in the zip codes which we service;

 Providing
 all our customers with certified, accurate reports and detailed invoices.

 Though
the electric vehicle industry is growing, we do not consider this relatively new subsegment of the vehicle market a threat to our business
model or growth trajectory. The vast majority of vehicles are gas or diesel powered and the entire fuel industry is a major component
of the economy. According to way.com 6% of the vehicles sold in the U.S. in 2022 were electric vehicles. However, with the planned acquisition
of NextNRG, EzFill hopes to be prepared for the electric future.

the continued growth of the electric vehicle industry means more and more traditional gas stations are closing because of: (i) high overhead
because of rising real-estate prices; (ii) lack of demand due to electric vehicle adoption; and (iii) their inability to fuel vehicles
outside of their station. Our mobile fueling solution allows us to service many zip codes with one truck, so if sales slowdown in one
area we are able to transition seamlessly to areas with higher demand.

 The
NextNRG Acquisition and Perceived Impact on EzFill

 The Company into an exchange agreement dated as of August 10, 2023, as amended by the amended and restated exchange agreement dated November
2, 2023 (the "Exchange Agreement") with the members ("Members") of Next Charging LLC (now known as NextNRG Holding
Corp. and referred to as "NextNRG"), and Michael D. Farkas, as the representative of the Members ("Members' Representative"),
with respect to the acquisition of 100% of the membership interest of the Members in NextNRG Charging ("Membership Interests").
In exchange for the acquisition of the Membership Interests by the Company, the Exchange Agreement contemplates issuance of 100,000,000
shares of Common Stock of the Company ("Exchange Shares"), to the Members. The holders of a majority of the Company's
common stock approved the NextNRG transaction. However, the closing of the transaction is subject to various closing conditions and there
cannot be any assurance that the transaction will close.

 The
NextNRG transaction discussed below, while approved by our shareholders and management, has not closed yet. EzFill cannot tell
you whether the deal will close with any certainty. The discussion below is theoretical and only applicable if the deal closes. Additionally,
even if the deal closes, EzFill cannot tell you with any certainty that it will be able to properly integrate NextNRG, or that
the integrated entities will be able to achieve the lofty milestones set forth in the transaction agreement, or that the achievement
of any of the milestones will lead to the success of the combined entities.

 If
the transaction closes, post transaction EzFill will continue normal operations and the below is expected to be added as additional lines
of business. There will likely be a new organizational structure as a result of the requirement of the Exchange Agreement to appoint
Mr. Farkas to our board of directors as Executive Chairman

 Description
of NextNRG Holding Corp's Business

 Overview,
General Nature and Scope of NextNRG's Business

 NextNRG (formerly Next Charging LLC) is a developmental stage company working on solutions in the renewable energy/wireless electric
vehicle ("EV") charging space. NextNRG has plans to develop and deploy smart microgrids coupled with renewable
energy generation, battery storage and wireless EV charging solutions all over the United States, and eventually
globally.

 NextNRG believes that its merger with the Company/ EzFill is a component in its business plan and acquisition strategy. EzFill has many
fleet customers that are already beginning the transition to electric vehicles, and by offering wireless EV charging solutions NextNRG
can assist these fleet owners with their transition to EV.

 NextNRG
LLC ("NextNRG"), a subsidiary of NextNRG, is a development stage company working on solutions in the renewable
energy/wireless EV charging space. NextNRG's solutions are expected to be supported by exclusive licenses to seven patented
technologies developed by Florida International University ("FIU") which it acquired from Stat-EI Inc. These technologies were tested on the largest smart
grid dataset in the world. The patents target two different renewable energy industry sectors - smart microgrids/Virtual power
plants ("VPP"), and wireless power transfer ("WPT") technology, created to wirelessly charge EVs. The
licenses purchased from SEI are exclusive and worldwide, and require milestone payments of $75,000 upon the achievement of $2.0 million in
net revenues and an annual royalty payment of $50,000 in 2024, $60,000 in 2025 and $75,000 for each year thereafter (in the case of
microgrid technologies) and $40,000 in 2024, $50,000 in 2025 and $60,000 for each year thereafter (in the case of the wireless
charging technologies), subject to the receipt of change of control fee ($350,000 in the case of microgrid technologies and $300,000
in the case of the wireless charging technologies).

 The
main drivers of renewable energy can be summarized in the following points:

 Increased
 global need for energy;

 Decreasing
 costs of renewable energy plants;

 Regulations
 aiming to decrease pollution from fossil fuel;

 Political
 will to use clean and sustainable energy sources; and

 Incentives
 and subsidies.

 NextNRG believes that through strategic deployment it should be able to build and operate clean energy systems on commercial properties,
schools and municipal buildings. The electricity will help customers gain access to electricity where not otherwise available, reduce
electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles.
NextNRG expects its primary product offering will be entering into leases or easements with building or landowners and revenue
contracts to sell the power generated by the solar energy system to those landowners, or various commercial, utility, municipal and community
solar off-takers. In addition to the sale of clean power, NextNRG plans to address customer needs through wireless EV charging
and energy storage offerings, and where applicable, the delivery of gasoline.

 The
primary challenge that the renewable sources market faces is the uncertainty around energy generation. This problem leads to system supply/demand
imbalances that can interrupt power and increase costs. The second challenge is the cost of building renewable energy microgrids. To address this challenge,
NextNRG hopes to capitalize on government incentives currently available for the deployment of renewable energy solutions. NextNRG
believes its offerings will provide multiple advantages to future customers relative to the status quo, such as:

 Lower
 electricity bills: Once established, this process should allow for solar energy credits
 to get directly applied to a customer's utility bill, which should allow them to realize
 immediate savings.

 Increased
 accessibility of clean electricity: Through deployment of microgrid and solar solutions
 it believes it should be able to provide clean electricity to customers who otherwise would
 not have been able to construct on-site solar (e.g. apartment and condominium customers).
 This increases the total addressable market and enables energy security for all.

 Supporting
 clean energy ecosystem: Demand for clean sources of electricity is anticipated to only increase. NextNRG plans to support
 future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems
 as well as wireless EV charging stations. It expects that its expansion of product offerings will allow it to support even more customers
 in this transition.

 In
simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other small power grids.
FIU's technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies. Microgrids
serve as an effective platform for integrating distributed energy resources ("DERs") and achieving optimal performance in
reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities' electrification systems.
Additionally, they achieve cost savings through peak shaving and selling excess power to offtakers.

 Upon satisfaction of related license obligations, NextNRG will benefit from a license to four patented
technologies which enable the creation of smart microgrids and virtual power plants ("VPP"). The algorithms used to secure
the patents were developed with the support and research of Federal agencies and have been tested and proven on the infrastructure of
the largest renewable energy company in the world. Certain of the above technologies are currently being utilized with approximately
6 million of a renewable energy company's customers. The combined technologies are referred to as the Next Smart Microgrid and
potential products based on these technologies are explained in more detail below

 The
RenCast Predictor

 The
 RenCast predictor is an online tool which can be independently installed with current and
 new solar systems using an open API architecture. It can be deployed as a software as a service
 ("SaaS") or on-premises depending on customer needs. The RenCast predictions
 are based on weather parameters coupled with past and future data. Its use of global data
 sources improves its output accuracy. RenCast uses ML based systems and methods to forecast
 renewable energy generation using weather station and sensor data

 The
 RenCast Predictor's renewable energy generation forecast includes a 5-minute, 15-minute,
 1-hour, or 7-day prediction with up to 93% accuracy. The system includes weather sensors
 and imaging cameras. Weather parameters include wind speed, wind direction, ambient temperature,
 precipitation, atmosphere turbidity, and translucency. The forecaster receives this data
 from a geo-satellite feed, estimates the cloud cover, and derives the cloud shading profile.
 The processor receives and uses aggregation data to forecast renewable energy generation.

 The
 RenCast Predictor uses the web service API to implement photovoltaic ("PV")-generation forecasts into the algorithms
 (e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

 Smart
Microgrid Controller

 The
 Smart Microgrid Controller integrates and synthesizes systems and AI/ML from multiple power
 sources to create a comprehensive overview of which source the microgrid should be pulling
 its energy from.

 The
 Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use. As smaller versions of main energy
 grids, microgrids can operate in grid-connected and "island" mode as needed. For example, when severe weather affects
 the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities. It connects
 and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid. Using
 the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

 The
Battery State of Charge ("SOC") System

 The
 Battery SOC provides AI/ML systems to forecast SOC of the systems' lithium-ion batteries.

 The
 system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system
 batteries' SOC. The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate,
 voltage, current, and SOC percentage to the ML model and forecast the battery's SOC using an optimizer and ML model. The parameters
 from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s)
 before forecasting. The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable
 medium, and the battery analyzer. This enables the customer to always be informed on the stored energy and health of each battery
 in the system.

 Battery
storage is vital. It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil
fuels. Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues
associated with renewable power sources. This equipment can dramatically improve electrification in rural areas, on tribal lands, and
in low-income communities in-need of clean, reliable power. Battery energy storage systems provide a versatile and scalable solution
for energy storage and power management, load management, backup power, and improved power quality.

 The
Portable Emergency AC Energy ("PEACE") Controller

 The
 Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies
 to provide a mobile source of renewable power in the case of local energy interruption. The
 controller's short-term goal is to provide uninterrupted clean energy to consumers
 during and after natural disasters to power emergency appliances, and for daily use to reduce
 the energy costs. Long-term the controllers can be scaled up as medium-to-large scale power
 hubs to provide grid services and network resilience.

 power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems. PEACE can also
 provide power when users do not have sufficient solar energy for their needs. The supplier includes an inverter to create seamless
 three-way connection between a PV cell or system, an energy storage unit, and the power grid. Additionally, PEACE includes a web
 application that displays the location, battery SOC, power generation, local weather systems, and charts.

 The
RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy
microgrid into a "smart" system that uses AI/ML to increase the system's efficiencies by up to 10%.
NextNRG's smart microgrid solution aggregates accurate estimates of future energy generation and SOC and programs the Smart
Microgrid Controller to optimize the energy use based on the customer's needs.

 HOPES
Controller ("VPP")

 The
 HOPES controller is still under development.

 The
 HOPES controller will allow microgrids in different locations to communicate and control
 to facilitate VPP applications and provide a VPP concept for grid-connected renewable energy
 sources.

 The
 software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration
 scenarios into the grid. The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy
 generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and
 dispatch on-demand. The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids.
 Additionally it will integrate renewable energies to the grid. The HOPES controller connects individual plants to build a VPP that
 transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system
 resiliency.

 The
HOPES Controller will be able to:

 Conduct
 short-term forecasting of the power generated by the renewable energy power plant.

 Execute
 a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable
 energy curtailment and increase the renewable energy hosting capacity.

 Predict
 renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based
 transformation model and cooperative game theoretic modeling.

 Conduct
 predictive smart load control to effectively use renewable energy and hybrid energy modules
 to address critical and deferrable loads and minimize system instabilities.

 Support
 functionalities for energy pricing and economics of the grid-connected renewable energy to
 ensure feasibility of intelligence and visibility of renewable energy.

 Work
 with utility-level applications like distributed energy resource management systems and advanced distribution management systems
 to optimize existing renewable energy power plants.

 The
first deployments of the NextNRG Smart Microgrid are expected to be on tribal land in the United States. The reason NextNRG
is targeting tribal land is because, in 2022, the U.S. Energy Department's Office of Indian Energy issued a report citing that
nearly 17,000 tribal homes were without electricity, with most being in southwestern states and in Alaska. Assistant Secretary for Indian
Affairs Mr. Bryan Newland testified before Congress that 1 in 5 homes on the Navajo Nation and more than one-third of homes on the neighboring
Hopi reservation are without electricity. Our goal is to work with the Native American Tribes to reduce this number to zero

 At
each location where the NextNRG Smart Microgrid is deployed, NextNRG plans to evaluate the possibility of deploying NextNRG's
wireless EV charging solutions. These solutions are explained in more detail below.

 EV
wireless charging offers several benefits:

 By
 definition, the number one benefit of wireless EV charging is that there are no wires. EV
 owners do not need to carry heavy charging cables or plug their cars in at every charging
 station, alleviating range anxiety.

 EV
 charging cables can become damaged over time, particularly in extreme heat and cold areas,
 which can be hazardous to the vehicle and its owner. No wires mean less risk, and replacing
 cables is expensive, too.

 Wireless
 charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes
 a reality, it will be extremely convenient as well.

 NextNRG's primary patent covers an electric vehicle charging station, designed as a bumper, that ensures proper alignment between
the vehicle's battery charger and the charger pad in the charging station.

 Integrated
 sensors detect the vehicle's position as it parks.

 A
 built-in radio frequency receiver identifies the vehicle through a unique code.

 Once
 the system verifies payment with a server, an internal processor activates wireless, inductive
 charging.

 The
 entire setup offers a seamless integration of sleek design, precise vehicle detection, and
 secure payment verification for efficient charging.

 NextNRG's parking bumper patent is the integration of a networked wireless charging
 bumper with a contactless payment system, and advanced communication protocols and encryption
 methods.

 NextNRG is in the process of purchasing the exclusive license for three patents in the wireless power transfer ("WPT")
 space - two for the static transfer of energy and one for the dynamic transfer of energy:

 The
licensed WPT solutions are based on a unique analog architecture. The static solution also provides a bi-direction (grid to vehicle and
vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power failure.

 To
date, NextNRG's static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a
laboratory environment at FIU. NextNRG expects for this static WPT solution to automate EV charging such that drivers do not need
to do anything to charge. There are no cables inside or outside of the car.

 NextNRG expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited
range for EVs without plugging-in or stopping for recharging. These solutions will revolutionize the future of transportation systems.
NextNRG is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

 NextNRG's solutions are not expected to be affected by rain, snow, ice, dust, or dirt. They will be a clean and safe way to charge
EVs. NextNRG expect that its bidirectional WPT systems will support connecting grid-to-vehicle ("G2V") and vehicle-to-grid
("V2G"). It also plans for its systems to be able to integrate with the grid to help create a resilient network to handle
disaster conditions. For example, during a hurricane in areas with power outages, EVs with V2G capability would be able to power hospitals,
homes, and other critical infrastructure to create a reliable, longer lasting energy source.

 NextNRG believes that it is positioning itself to be able to offer a combination of: (i) wireless charging outputs from 25kwh; (ii)
bi-directional wireless charging; and (iii) both static and dynamic wireless EV charging.

 The
microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research
and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean
energy trends creates a significant market opportunity. According to the U.S. Energy Information Administration ("EIA"),
the U.S. spends $400 billion on electricity each year, of which $200 billion is spent on C&I. An additional $98 billion of investment
will be required to meet the country's 2030 sustainability goals. Renewable energy microgrids have proven an effective tool to
help communities respond to natural disasters, and support countries who depend on foreign oil supplies. It may be necessary to rapidly
increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations
and governments.

 Agreements
and Collaborations

 License
Agreement with Florida International University

 NextNRG
has purchased has exclusive licenses to a portfolio of seven patents owned by FIU. NextNRG
is be obligated to pay fixed royalty payments for the licenses to FIU on an annual basis. The terms of the licenses shall continue
for the life of the patents or until terminated by either party, pursuant to the terms of the licenses. NextNRG will also have
certain performance obligations pursuant to the terms of the licenses.

 Intellectual

 NextNRG is the owner of US Patent No. 10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment
processing.

 NextNRG's
licenses from FIU relate to the following U.S. patents covering wireless electric vehicle charging: US Patents Numbered: 10637294;
9919610; and 9731614.

 NextNRG's
licenses from FIU relate to the following U.S. patents covering smart microgrid technology: US Patents Numbered: 10326280; 10969436;
10958211; and 11022720.

 NextNRG has also filed trademark applications for "NextCharge," "Next Charge," "Next Charging,"
"NextCharging," "NextNRG," "NextNRG," and the Next logo.

 NextNRG owns the domain names: NextCharging.com and NextNRG.com

 Regulatory

 Although
NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes
where it conducts business, it expects to compete primarily with regulated utilities. As a result, it has developed and is committed
to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. It believes these efforts
help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national
and regional policy environment.

 To
operate its systems, NextNRG will need to obtain interconnection permission from the applicable local primary electric utility.
Depending on the size of the solar energy system and local law requirements, interconnection permission will be provided by the local
utility directly to NextNRG and/or future customers. In almost all cases, interconnection permissions are issued on the basis of
a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over
net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given.

 NextNRG's future operations will be subject to stringent and complex federal, state and local laws, including regulations governing
the occupational health and safety of our employees and wage regulations. For example, it is subject to the requirements of the federal
Occupational Safety and Health Act, as amended ("OSH Act"), and comparable state laws that protect and regulate employee
health and safety. NextNRG endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

 Government
Incentives

 Federal,
state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems
to promote solar energy in the form of rebates, tax credits, payments for renewable energy credits ("RECs") associated with
renewable energy generation and exclusion of solar energy systems from property tax assessments. These incentives should enable NextNRG to lower the price it will charge future customers for energy from, and to lease, solar energy systems, helping to catalyze
customer acceptance of solar energy as an alternative to utility-provided power. In addition, for some investors, the acceleration of
depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment

 The
Inflation Reduction Act of 2022 (the "IRA"), which was passed in August 2022, substantially changed and expanded existing
federal tax benefits for renewable energy. The IRA extended the existing framework for investment tax credits ("ITC") offered
by the federal government under Section 48(a) of the Internal Revenue Code (the "Code") for the installation of certain solar
power facilities owned for business purposes. Prior to the IRA, if construction on the facility began before January 1, 2020, the amount
of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional
step downs in later years. Projects placed in service before January 1, 2022 are still set at 26%. However, with the enactment of the
IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so
long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power
facilities installed in 2033 and to 22% for solar power facilities installed in 2034; and for those solar power facilities installed
in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed. The prevailing wage rates also must be paid for alteration
and repair during the 5 years after a project is placed in service.

to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship
requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United
States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach
55% for projects which begin construction in 2027 or later.

to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage
and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal
Revenue Service (the "IRS"). Solar (and certain related storage) facilities that are less than 5 MWac that are either located
in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income
economic benefit project qualify. For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households
receive at least one-half of the financial benefits. The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements
for allocation of the ITC bonus. The IRA also included additional incentives, including in relation to stand-alone storage and claiming
interconnection costs under the ITC in certain situations.

the Inflation Reduction Act has secured historic levels of funding specifically for Tribal Nations and Native communities, including
$32 billion in the American Rescue Plan, $13 billion in the Bipartisan Infrastructure Law, and more than $720 million in the IRA.

 The
U.S. Department of Energy's Clean Energy for Low Income Communities Accelerator partnered with state and local leaders that committed
$335 million to help 155,000 low-income households access renewable energy and efficiency to save up to 30% or more on energy bills.

 In
addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property
tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits. Approximately thirty states
and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal)
that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable
energy sources, such as solar energy systems, by a specified date. To prove compliance with such mandates, utilities must surrender solar
renewable energy credits ("SRECs") to the applicable authority. Solar energy system owners such as our investment funds often
are able to sell SRECs to utilities directly or in SREC markets. While there are numerous federal, state and local government incentives
that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on NextNRG's business.

 Manufacturing
and Supply

 NextNRG plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety
of manufacturers and suppliers. If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated
demand reduces or ceases production, it may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition,
equipment prices may increase in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other
factors. Eventually, NextNRG believes it will be manufacturing some, if not all, of its products in-house.

 Government
Regulation

 Our
industry has certain government regulations, EzFill is dedicated to ensure that we are always operating in a way that is in compliance
with all applicable regulations.

 1.

 DOT/Hazmat
 Registration: We are required to be registered with the Department of Transportation to transport and dispense hazardous materials.
 EzFill as a company is registered to transport and dispense hazardous material.

 2.

 Weights
 and Measures: In order to ensure the accuracy of our fuel sales to customers, our fuel meters and registers have to be calibrated
 and certified by the Florida Department of Agriculture. EzFill's fuel meters and registers have been calibrated and certified
 by the Department of Agriculture to be a fuel retailer.

 3.

 CDL
 Licensing with Hazmat Endorsement: Drivers are required to have a Commercial Driver's License with a Hazmat endorsement
 in order to operate the Mobile Fueling Trucks. All of our drivers have their Commercial Driver's License with the Hazmat endorsement.

 Our
operations may also be subject to local fire marshal regulations, which varies in the different cities and counties. EzFill keeps up
to date on the local regulations in each of the locations it operates and does ample research into local regulations before opening in
any new location.

 The
costs of compliance includes general liability insurance, workers' comp. insurance, vehicle insurance, meters and registers maintenance
for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment, emergency
response team, and live safety monitoring system.

 Our
safety protocol includes:

 Training

 Management
 oversight

 Live
 tracking 24-7

 Safety
 spill kits

 Automatic
 pump shut off system

 24-7
 800# support line

 We
have implemented a safety protocol and monitoring system that allows us to operate at maximum efficiency in optimal safety conditions.
Our drivers carry the proper commercial driver's licenses and endorsements and are fully trained and certified to transport and
dispense fuel. We have been licensed by the U.S. Department of Transportation and our fueling trucks have been fitted with safety equipment
and emergency tools such as spill kits, fire extinguishers, emergency response handbook and a dedicated 24/7 emergency responder support
team in the event of emergency situations. We have management oversight around the clock to ensure safe operations. We have an emergency
response team on call, in the unlikely situation where there is a spill, the emergency response team will come to the scene to control
and properly handle the clean up of any hazardous materials. We also have state of the art technology that enables us, in real-time,
to track the location of our Mobile Fueling Trucks and the inventory levels of each Mobile Fueling Truck.

Information

FL, LLC was established on July 27, 2016 in the state of Florida. The assets of EzFill, LLC were acquired as of April 9, 2019 by EzFill,
Holdings Inc. (formed in March of 2019) which purchased certain assets of EzFill FL LLC's mobile fueling business. The business
is headquartered in South Florida.

 Our
principal executive offices are located at 67 NW 183 rd Street, Miami, FL 33169, and our telephone number is 305-791-1169.
Our website address is ezfl.com. Information contained on, or accessible through, our website is not a part of this Annual Report on
Form 10-K.

 Ezfl.com,
EzFill, and other trade names, trademarks, or service marks of EzFill appearing in this Annual Report are the property of EzFill. Trade
names, trademarks, and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective
holders.

 Human
Capital Resources

 As
of April 1, 2024, we had a total of approximately 54 employees, all of whom were full-time. None of our employees are covered by
a collective bargaining agreement, and we consider our relations with our employees to be good.

 Properties

 We
lase office space at 2999 NE 191 st Street,
Aventura, FL 33180 and pay approximately $21,800 per month, including operating expenses and taxes, we currently sublet this property
at a rate of $16,000 per month. We lease our current office space at 67 NW 183 rd Street
and pay $6,955 per month. Additionally, we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11 th
 Ave., Hialeah, FL 33013. We also have access to parking for our trucks at various locations
of Palmdale Oil Company in Florida. We believe our current office space is sufficient to meet our needs.

 Legal
Proceedings

 From
time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business. As of
the date of this Annual Report, management believes that there are no claims against us, which it believes will result in a material
adverse effect on our business or financial condition.

 Item
1A. Risk Factors

 Risks
Related to Our Business

 We
will require substantial additional capital to support our operations and growth plans, and such capital may not be available on terms
acceptable to us, if at all. This could hamper our growth and adversely affect our business.

generated from our operations are not presently sufficient to sustain our operations and our current liabilities substantially exceeded
our current assets as of December 31 2023. Therefore, we will need to raise additional capital in the future to continue our
operations. We anticipate that our principal sources of liquidity will only be sufficient to fund our activities through January 1, 2024.
 In order to have sufficient cash to fund our operations beyond January 1, 2024, we will need to raise additional equity or debt
capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be
available on terms that are acceptable to us. We will be required to pursue sources of additional capital through various means, including
debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the
terms of securities we may issue in future capital transactions may be more favorable for new investors. Newly issued securities may
include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive
awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in
pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses
and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible
notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such
factors as the capital markets and our history of losses, which could impact the availability or cost of future financings. If the amount
of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our
capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

 Uncertain
geopolitical conditions could adversely affect our results of operations.

 Uncertain
geopolitical conditions, including the war in Israel and invasion of Ukraine, sanctions, and other potential impacts on this region's
economic environment and currencies, may cause demand for our products and services to be volatile, cause abrupt changes in our customers'
buying patterns, and interrupt our ability to supply products or limit customers' access to financial resources and ability to
satisfy obligations to us. Specifically, terrorist attacks, the outbreak of war, or the existence of international hostilities could
damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both
the price of our fuel and our ability to obtain fuel.

and litigation risks may not be covered by insurance.

 Our
operations are subject to all of the operating hazards and risks normally incidental to handling, storing, transporting and otherwise
providing combustible liquids such as gasoline for use by consumers. These risks could result in substantial losses due to personal injury
and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events,
including acts of terrorism. Additionally, environmental contamination could result in future legal proceedings. There can be no assurance
that our insurance coverage will be adequate to protect us from all material expenses related to pending and future claims or that such
levels of insurance would be available in the future at economical prices. Moreover, defense and settlement costs may be substantial,
even with respect to claims and investigations that have no merit. If we cannot resolve these matters favorably, our business, financial
condition, results of operations and future prospects may be materially adversely affected.

 Future
climate change laws and regulations and the market response to these changes may negatively impact our operations.

 Increased
regulation of greenhouse (GHG) emissions, from products such as petroleum and diesel, could impose significant additional costs on us,
our suppliers, and our customers. Some states have adopted laws and regulations regulating the emission of GHGs for some industry sectors.
Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition.

 The
adoption of additional federal or state climate change legislation or regulatory programs to reduce emissions of GHGs could also require
us or our suppliers to incur increased capital and operating costs, with resulting impact on product price and demand. The impact of
new legislation and regulations will depend on a number of factors, including (i) which industry sectors would be impacted, (ii) the
timing of required compliance, (iii) the overall GHG emissions cap level, (iv)the allocation of emission allowances to specific sources,
and (v) the costs and opportunities associated with compliance. At this time, we cannot predict the effect that climate change regulation
may have on our business, financial condition or operations in the future.

 Our
auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable
to continue as a going concern, our securities will have little or no value.

 M&K
CPA's, PLLC, our independent registered public accounting firm for the fiscal year ended December 31, 2023, has included an explanatory
paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2023,
indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable
to improve our liquidity position, we may not be able to continue as a going concern.

 We
anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further
set forth above, we anticipate that we will need significant additional capital by December 31, 2024, or we may be required
to curtail or cease operations.

 If
we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security
resulting from cyber security attacks or other events, or we encounter other unforeseen difficulties in the operation of our information
technology systems, our operations could be disrupted, our business and reputation may suffer, and our internal controls could be adversely
affected.

 In
the ordinary course of business, we rely on information technology systems, including the Internet and third-party hosted services, to
support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) our proprietary
business information and that of our suppliers and business partners, (iii) personally identifiable information of our customers and
employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities.
In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting
purposes and to comply with financial reporting, legal, and tax requirements. Despite our security measures, our information technology
systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, sabotage, or other disruptions. A loss
of our information technology systems, or temporary interruptions in the operation of our information technology systems, misappropriation
of data, or breaches of security could have a material adverse effect on our business, financial condition, results of operations, and
reputation.

 Moreover,
the efficient execution of our business is dependent upon the proper functioning of our internal systems. Any significant failure or
malfunction of this information technology system may result in disruptions of our operations. Our results of operations could be adversely
affected if we encounter unforeseen problems with respect to the operation of this system.

 High
fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product.

 Prices
for fuel are subject to volatile fluctuations in response to changes in supply and other market conditions. During periods of high fuel
costs our prices generally increase. High prices can lead to customer conservation and attrition, resulting in reduced demand for our
product.

 Low
fuel prices may also result in less demand for our product.

 Low
fuel prices may lead to us being unable to attract customers due to the fact that we charge a delivery price that may make our pricing
less competitive.

in commodity market prices may have a negative effect on our gross margin.

 Our
current fuel supplier agreements set terms and establishes formulas based on Oil Price Information Service (OPIS) pricing as of the time
of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There is a mark-up
for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods sold includes
direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.

 The
decline of the retail fuel market may impact our potential to get new customers.

 The
retail gasoline industry has been declining over the past several years, with no or modest growth or decline in total demand foreseen
in the next several years. Accordingly, we expect that year-to-year industry volumes will be principally affected by weather patterns.
Therefore, our ability to grow within the industry is dependent on our ability to acquire other retail distributors and to achieve internal
growth, which includes the success of our sales and marketing programs designed to attract and retain customers. Any failure to retain
and grow our customer base would have an adverse effect on our results.

 Competition
in the fuel delivery industry may negatively impact our operations.

 We
compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in
the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors'
successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In
addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for
customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity
make it an attractive energy source for vehicle drivers. The expansion of the electric vehicle industry may have a negative impact on
our customer base.

 Our
trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us.

 Due
to the hazardous nature and flammability of our product, we face the risk of a simple accident causing serious damage to life and property.
Additionally, a spill of our product may result in environmental damage, the liability for which our Company may not be able to overcome.
If we are involved in a spill, leak, fire, explosion or other accident involving hazardous substances or if there are releases of fuel
or fuel products we own or are transporting, our operations could be disrupted and we could be subject to material liabilities, such
as the cost of investigating and remediating contaminated properties or claims by customers, employees or others who may have been injured,
or whose property may have been damaged. These liabilities, to the extent not covered by insurance, could have a material adverse effect
on our business, financial condition and results of operations. Some environmental laws impose strict liability, which means we could
have liability without regard to whether we were negligent or at fault.

 In
addition, compliance with existing and future environmental laws regulating fuel storage terminals, fuel delivery vessels and/or storage
tanks that we own or operate may require significant capital expenditures and increased operating and maintenance costs. The remediation
and other costs required to clean up or treat contaminated sites could be substantial and may not be covered by insurance.

 Our
cash flow and net income may decrease if we are forced to comply with new governmental regulation surrounding the transportation of fuel.

 We
are subject to various federal, state, and local safety, health, transportation, and environmental laws and regulations governing the
storage, distribution, and transportation of fuel. It is possible we will incur increased costs as a result of complying with new safety,
health, transportation and environmental regulations and such costs will reduce our net income. It is also possible that material environmental
liabilities will be incurred, including those relating to claims for damages to property and persons.

 Our
current dependence on a single fuel supplier increases our risk of an interruption in fuel supply, impacting our operations.

 Although
we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from two principal suppliers
in Florida. We do not have a written agreement with the largest supplier, and as such, if fuel from this source was interrupted, the
cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on
a short-term basis, our earnings could be negatively affected. This supplier is also a shareholder in the Company.

 Our
profitability is subject to fuel pricing and inventory risk.

 The
retail fuel business is a "margin-based" business in which gross profits are dependent upon the excess of the sales price
over the fuel supply costs. Fuel is a commodity, and, as such, its unit price is subject to volatile fluctuations in response to changes
in supply or other market conditions. We have no control over supplies, commodity prices or market conditions. Consequently, the unit
price of the fuel that we and other marketers purchase can change rapidly over a short period of time, including daily.

 Loss
of a major customer could result in a decrease in our future sales and earnings.

 In
any given quarter or year, sales of our products may be concentrated in a few major customers. We anticipate that a limited number of
customers in any given period may account for a substantial portion of our total net revenue for the foreseeable future. The business
risks associated with this concentration, including increased credit risks for these and other customers and the possibility of related
bad debt write-offs, could negatively affect our margins and profits. Additionally, the Company does not have any long-term agreements
with its customers. All customer agreements are cancelable at any time by either party and as such there cannot be any assurance that
any customer will continue to use the Company's services. The loss of a major customer, whether through competition or consolidation,
or a termination in sales to any major customer, could result in a decrease of our future sales and earnings.

 We
operate in a new industry segment and may be subject to new and existing laws, regulations and oversight

 The
Company operates in a new industry segment, on-demand mobile fuel delivery, in which new state and local law adoptions are occurring.
Effective December 31, 2020, Florida adopted Florida Fire Prevention Code ("Code") Section 42.12 recognizing and setting
various requirements for the consumer on-demand mobile fuel delivery business. Permitting authority is contemplated under an "Authority
Having Jurisdiction" ("AHJ"). Other pre-existing Code provisions similarly contemplate AHJ permitting for commercial
mobile fueling. Miami-Dade County, where most of our business is conducted adopted the Code by reference. Unlike some other states and
counties, neither Florida nor Miami-Dade County have designated an AHJ for mobile fueling. Miami-Dade's extensive permitting and
fee schedule does not contemplate or assert permitting authority over mobile fueling, consumer or commercial. We may be subject to oversight,
including audits, in existing or future areas of operation. If we cannot comply with the Code, or County, State or Federal rules and
regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose
the ability to service those areas and our earnings could be affected.

 Our
License Agreement with Fuel Butler may be terminated and as such our expansion plans into the state of New York may be delayed

 On
April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC ("Technology Agreement"). Under
the Technology Agreement, the Company licensed proprietary technology that the Company believes will allow the Company to provide its
fuel service in high density areas like New York City. Fuel Butler has delivered a purported notice of termination of the Technology
Agreement based on certain alleged breaches arising from our failure to issue equity securities to Fuel Butler. We have been in communications
with Fuel Butler regarding the termination of the Technology Agreement and continue to believe that the Company is in compliance with
the Technology Agreement and that the Technology Agreement continues to be in force. While we contest Fuel Butler's claims of breach
and contend that in fact Fuel Butler is in breach, we have communicated to Fuel Butler that we wish to terminate the Technology Agreement.
We have sent a proposal to Fuel Butler whereby we will cease utilizing the Technology and Fuel Butler will return any shares it received
under the Technology Agreement. However, to date, the Company has not had further communications with Fuel Butler regarding this matter.
Currently, the Company does not expect to expand into the state of New York for the foreseeable future.

 Risks
Related to the Pending Acquisition of Next Charging

 Neither
the Company's board of directors nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in
determining whether or not to pursue the acquisition of Next Charging, which is owned by the Company's largest shareholder. Consequently,
shareholders have no assurance from an independent source that the price the Company is paying for Next Charging is fair to the Company
— and, by extension, its securityholders — from a financial point of view.

 Neither
the Company's board of directors nor any committee thereof is required to obtain an opinion (or any similar report) from an independent
investment banking or accounting firm that the price that the Company is paying for Next Charging is fair to the Company from a financial
point of view, although pursuant to Nasdaq Rule 5630 the Company is required to conduct an appropriate review and oversight of all related
party transactions for potential conflict of interest situations on an ongoing basis by the Company's audit committee or another
independent body of the board of directors. In analyzing the acquisition of Next Charging, the Company's board of directors reviewed
summaries of due diligence results and financial analyses prepared by management. The Company's board of directors also consulted
with legal counsel and with the Company management and considered a number of factors, uncertainty and risks and concluded that the acquisition
of Next Charging was in the best interest of the Company's stockholders. The Company's board of directors believes that because
of the professional experience and background of its directors, it was qualified to conclude that the acquisition of Next Charging was
fair from a financial perspective to its stockholders. Accordingly, investors will be relying solely on the judgment of the Company's
board of directors in valuing Next Charging, and the Company's board of directors may not have properly valued such acquisition.
As a result, the terms may not be fair from a financial point of view to the public stockholders of the Company.

 If
the conditions to completion of the Share Exchange are not met, the Share Exchange may not occur.

 Although
the Share Exchange was approved by the stockholders of the Company and the members of Next Charging, specified conditions must be satisfied
or waived to complete the Share Exchange. These conditions are described in detail in the Exchange Agreement and in addition to stockholder
and member consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the
transactions, (ii) the representations and warranties of the representative of the members of Next Charging and of such members being
true and correct as of the date of the Exchange Agreement and as of the Closing in all material respects, (iii) the Company having amended
its Certificate of Incorporation to increase its authorized share capital and having completed and filed a listing of additional securities
with Nasdaq and the waiting period thereunder shall have expired, and the Company shall have completed such additional requirements of
Nasdaq such that the Share Exchange may be consummated in compliance with the rules and regulations of Nasdaq, (iv) no Material Adverse
Effect with respect to Next Charging, (v) the members of the post-Closing board being elected or appointed, (vi) Next Charging shall
have provided to the Company audited financial statements for Next Charging and related auditor reports thereon from a Public Company
Accounting Oversight Board-registered auditor, which consents to the inclusion of its statements in SEC public filings, for each of the
two most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included in
the Company's SEC filings following the closing pursuant to applicable law, and unaudited statements for any other required interim
periods, and (vi) the stockholder approval by the Company's stockholders shall have become effective under applicable law, including
the requirement that an Information Statement on Schedule 14C shall have been disseminated to the Company's stockholders at least
20 days prior to the closing of the Share Exchange. We anticipate the stockholder approval will become effective in January 2024. The
Company and Next Charging cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived,
the Share Exchange may not occur, or may be delayed and such delay may cause the Company and Next Charging to each lose some or all of
the intended benefits of the Share Exchange.

 The
Share Exchange, if it is completed, will result in significant dilution to the Company's stockholders.

to the Share Exchange, the Company will issue up to an aggregate of 100,000,000 shares of common stock to the Members of Next Charging,
including 35-65 million shares that will be subject to vesting or forfeiture (see "Prospectus Summary") pursuant to future
milestones. Based on 4,516,531 shares of common stock outstanding as of January 12, 2024 and assuming (i) the issuance of 10,135,135
shares in this offering and (ii) the issuance of all 100,000,000 shares pursuant to the Share Exchange, following this offering and the
closing of the Share Exchange, the Company will have 114,651,666 shares of common stock issued and outstanding. Of such shares, 10,135,135
shares (8.8%) will be beneficially owned by investors in the offering, 659,102 shares (0.6%) will be beneficially owned by current officers
and directors of the Company, 100,875,845 shares (88.0%) will be beneficially owned by the Members of Next Charging (including shares
held by entities controlled by Michael Farkas, the managing member of Next Charging), and 2,956,584 shares (2.6%) will be beneficially
owned by other current shareholders of the Company.

 In
addition, in connection with the approval of the Share Exchange our stockholders have approved an increase in the number of shares that
may be issued under our equity incentive plan from 900,000 shares to 2.9 million shares. Issuance of awards regarding such additional
shares will result in further dilution to stockholders, including investors in this offering.

 Next
Charging has a very limited operating history, which makes it difficult to evaluate its business and prospects.

 Next
Charging has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future
results. Next Charging is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets.
Next Charging's financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict
or are outside of its control, including:

 perceptions
 about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse
 events or accidents occur that are linked to the quality or safety of EVs;

 the
 limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use;

 concerns
 regarding the stability of the electrical grid;

 improvements
in the fuel economy of the internal combustion engine;

 consumers'
 desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

 the
 environmental consciousness of consumers;

 volatility
in the cost of oil and gasoline;

 consumers'
 perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

 government
regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 access
 to charging stations, standardization of EV charging systems and consumers' perceptions about convenience and cost to charge
 an EV; and

 the
 availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of
 nonpolluting vehicles.

 To
date, Next Charging has not generated significant revenues or achieved profitability, and may never generate significant revenues or
become profitable.

 Next
Charging has incurred net losses since inception, and may not be able to achieve or maintain profitability in the future. Next Charging's
expenses will likely increase in the future as it develops and launches its products, expands new markets, increases its sales and marketing
efforts and continues to invest in technology. These efforts to grow its business may be more costly than Next Charging expects and may
not result in increased revenue or growth in its business. Next Charging will likely be required to make significant capital investments
and incur recurring or new costs, and its investments (if any) may not generate sufficient returns and its results of operations, financial
condition and liquidity may be adversely affected. Any failure to increase revenues sufficiently to keep pace with such investments and
other expenses could prevent Next Charging from achieving or maintaining profitability or positive cash flow on a consistent basis or
at all. If Next Charging is unable to successfully address these risks and challenges as it encounters them, its business, financial
condition, results of operations and prospects could be adversely affected. If it is unable to generate adequate revenue growth and manage
expenses, Next Charging may continue to incur net losses in the future, which may be substantial, and it may never be able to achieve
or maintain profitability. Next Charging also expects its costs and expenses to increase in future periods, which could negatively affect
future results of operations if revenues do not increase. In particular, Next Charging intends to continue to expend significant funds
to further develop its technology. Furthermore, if Next Charging's future growth and operating performance fail to meet investor
or analyst expectations, or if it has future negative cash flow or losses resulting from investment in technology or expanding operations,
this could have a material adverse effect on its business, financial condition and results of operations.

 The
market for Next Charging's platform and services may not be as large as Next Charging believes it to be.

 We
believe the market for our values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent
or how widespread market acceptance of our platform will be or how long such acceptance, if achieved, may be sustained. Our success will
depend on the willingness of people to widely adopt the Next Charging experience, values and the products and services that we offer
through our platform. If the public does not perceive our products and services sold through our platform to be beneficial, or chooses
not to adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm
that they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead
opt to use alternatives to our platform, then the market for our platform may not continue to grow, may grow slower than we expect, or
may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition, and
results of operations.

 Next
Charging has limited experience with respect to determining the optimal prices and pricing structures for its products and services,
which may impact its financial results.

 Next
Charging expects that it may need to change its pricing model from time to time, including as a result of competition, global economic
conditions, changes in product mix or pricing studies. Similarly, as Next Charging introduces new products and services, it may have
difficulty determining the appropriate price structure for future products and services, including because we may pursue business lines
or enter markets in which Next Charging's current management team has limited prior experience. In addition, as new and existing
competitors introduce new products or services that compete with Next Charging's, or revise their pricing structures, it may be
unable to attract new customers at the same price or based on the same pricing model as it has used historically. As a result, Next Charging
may be required from time to time to revise its pricing structure or reduce prices, which could adversely affect its business, operating
results, and financial condition.

 Next
Charging is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with
many of its competitors which are larger and have greater financial resources.

 Next
Charging faces strong competition from competitors in the EV charging services industry, including competitors who could duplicate its
model. Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities
than Next Charging. In addition, there are very few barriers to entry into the market for its services. There can be no assurance, therefore,
that any of Next Charging's current and future competitors, many of whom may have far greater resources, will not independently
develop services that are substantially equivalent or superior to its services.

 Next
Charging's competitors may be able to provide customers with different or greater capabilities or benefits than it can provide
in areas such as technical qualifications, past contract performance, geographic presence and driver price. Further, many of its competitors
may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert
sales away from Next Charging by winning broader contracts or hire away our employees by offering more lucrative compensation packages.
In the event that the market for EV charging stations expands, Next Charging expects that competition will intensify as additional competitors
enter the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger,
well-financed companies, Next Charging may be forced to agree to contractual terms that provide for lower aggregate payments to it over
the life of the contract, which could adversely affect its margins. Next Charging's failure to compete effectively with respect
to any of these or other factors could have a material adverse effect on its business, prospects, financial condition or operating results.

 Next
Charging's revenue growth ultimately depends on consumers' willingness to adopt electric vehicles in a market which is still
in its early stages.

 Next
Charging's growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand
for EVs. If the market for EVs does not gain broader market acceptance or develops slower than expected, Next Charging's business,
prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly
evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and
industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing
consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:

 perceptions
 about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse
 events or accidents occur that are linked to the quality or safety of EVs;

 the
 limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use;

 concerns
 regarding the stability of the electrical grid;

 improvements
in the fuel economy of the internal combustion engine;

 consumers'
 desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

 the
 environmental consciousness of consumers;

 volatility
in the cost of oil and gasoline;

 consumers'
 perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

 government
regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 access
 to charging stations, standardization of EV charging systems and consumers' perceptions about convenience and cost to charge
 an EV; and

 the
 availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of
 nonpolluting vehicles.

 The
influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially
and adversely affect Next Charging's business, operating results, financial condition and prospects.

 Risks
Related to Ownership of Our Common Stock

 Our
stock price is expected to fluctuate significantly.

 Our
common stock was approved for listing on The Nasdaq Capital Market under the symbol "EZFL" and began trading on September
15, 2021. There can be no assurance that an active trading market for our shares will be sustained. The market price of shares of our
common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control,
including:

 actual
 or anticipated fluctuations in our financial condition and operating results;

 geopolitical
 developments affecting supply and demand for oil and gas and an increase or decrease in the price of fuel;

 actual
 or anticipated changes in our growth rate relative to our competitors;

 competition
 from existing companies in the space or new competitors that may emerge;

 issuance
 of new or updated research or reports by securities analysts;

 fluctuations
 in the valuation of companies perceived by investors to be comparable to us;

 share
 price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

 additions
 or departures of key management or technology personnel;

 disputes
 or other developments related to proprietary rights, including intellectual property, litigation matters, and our ability to obtain
 patent protection for our technologies;

 announcement
 or expectation of additional debt or equity financing efforts;

 sales
 of our common stock by us, our insiders or our other stockholders; and

 general
 economic and market conditions.

 These
and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless
of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock and may otherwise
negatively affect the liquidity of our common stock. In addition, the stock market in general has experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating performance of the Company.

 A
significant percentage of the Company's common stock is held by a small number of shareholders.

 One
beneficial owner controls approximately 20% of our outstanding common stock as of January 12, 2024, and our officers and directors
beneficially own approximately an additional 15% of our outstanding common stock. As a result, these shareholders are able to influence
the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including
business combinations. In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of
our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability
to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the
public float and liquidity of our common stock, which can in turn affect the market price of our common stock.

 Our
Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any derivative actions, which could limit our stockholders'
ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees.

 Our
Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim against the Company arising pursuant
to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the
Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such
claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Furthermore, Section 22 of the Securities Act of 1933, as amended, provides for concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as
such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The
choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder's ability to bring
a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage
such lawsuits against us and our directors, officers and other employees. By agreeing to these provisions, however, stockholders will
not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the
enforceability of similar choice of forum provisions in other companies' certificates of incorporation and bylaws has been challenged
in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a
court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation" to be inapplicable
or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
adversely affect our business and financial condition.

 We
have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future. Consequently,
any gains from an investment in our common stock will likely depend on whether the price of our common stock increases.

 We
have not paid dividends on any of our classes of capital stock to date and we currently intend to retain our future earnings, if any,
to fund the development and growth of our business. In addition, the terms of any future indebtedness we may incur could preclude us
from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain from an investment
in our common stock for the foreseeable future. Consequently, in the foreseeable future, you will likely only experience a gain from
your investment in our common stock if the price of our common stock increases.

 If
we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited
public market for our shares and make obtaining future debt or equity financing more difficult for us.

 On
August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market
LLC ("Nasdaq") indicating that the Company's stockholders' equity as reported in its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2023 (the "Form 10-Q"), did not satisfy the continued listing requirement under
Nasdaq Listing Rule 5550(b)(1), which requires that a listed company's stockholders' equity be at least $2,500,000 (the "Stockholders'
Equity Requirement"). As reported in its Form 10-Q, the Company's stockholders' equity as of June 30, 2023 was approximately
$1,799,365. As of September 30, 2023, the Company's stockholders' equity was $137,506. The Staff's notice has no immediate
impact on the listing of the Company's common stock on Nasdaq.

 On
October 1, 2023, the Company submitted its compliance plan to Nasdaq and is awaiting Nasdaq's compliance determination. If the
plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the deficiency notice
to regain compliance.

 There
can be no assurance that the Staff will accept the Company's plan to regain compliance with the Stockholders' Equity Requirement,
or, if accepted, that the Company will evidence compliance with the Stockholders' Equity Requirement during any extension period
that the Staff may grant. If the Staff does not accept the Company's plan or if the Company is unable to regain compliance within
any extension period granted by the Staff, the Staff would be required to issue a delisting determination. The Company would at that
time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request a further
extension period to regain compliance. The request for a hearing would stay any delisting action by the Staff.

 If
we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we could
be subject to suspension and delisting proceedings. A delisting of our common stock and our inability to list on another national securities
market could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors
willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our
ability to use certain registration statements to offer and sell freely tradable securities, thereby limiting our ability to access the
public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

 We
have elected to take advantage of specified reduced disclosure requirements applicable to an "emerging growth company" under
the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies.

 As
a company with less than $1 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" under
the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise
applicable generally to public companies. These provisions include:

 only
 two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly
 reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;

 reduced
 disclosure about our executive compensation arrangements;

 no
 non-binding advisory votes on executive compensation or golden parachute arrangements;

 exemption
 from the auditor attestation requirement in the assessment of our internal control over financial reporting and delaying the adoption
 of new or revised accounting standards that have different effective dates for public and private companies until those standards
 apply to private companies.

 We
have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years
or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more
than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more
than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced
burdens. We have not taken advantage of any of these reduced reporting burdens in this 10K, although we may choose to do so in future
filings. If we do, the information that we provide stockholders may be different than you might get from other public companies that
comply with public company effective dates.

 Additional
stock offerings in the future may dilute your percentage ownership of our company.

 Given
our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock
or securities convertible or exercisable for shares of common stock, including convertible preferred stock, notes, stock options or warrants.
The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 We
have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information,
corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. These security
measures include controls, security processes and monitoring of our manufacturing systems. We have cloud security tools and governance
processes designed to assess, identify and manage material risks from cybersecurity threats. In addition, we maintain an information
security training program designed to address phishing and email security, password security, data handling security, cloud security,
operational technology security processes, and cyber-incident response and reporting processes.

 Our
Company is committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information
from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities
of the Microsoft cloud ecosystem with the specialized services of a leading third-party cybersecurity service provider.

 The
Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone
of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest,
network security controls, identity and access management, and threat protection capabilities. Microsoft's constant investment
in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.

 In
addition to utilizing the Microsoft cloud ecosystem, we have engaged a third-party service provider to enhance our cybersecurity posture
further. This provider brings additional layers of security through services including:

 Software
 Security Management: Ensuring that applications such as Office 365 and Azure are configured, maintained and following best security
 practices.

 Security
 Monitoring and Consultation Services: Continuous monitoring of our systems for suspicious activities and providing expert consultation
 to address and mitigate potential threats.

 Data
 Storage and Backup of Source Systems: Implementing robust data storage solutions and backup protocols to ensure data integrity and
 availability.

 Security
 Policy Management: Developing and enforcing comprehensive security policies that govern all aspects of our cybersecurity efforts.

 Threat
 Response Management: Rapid identification and response to security incidents to minimize impact.

 Security
 Software Implementation: Deployment of state-of-the-art security software solutions that complement the security features of the
 Microsoft cloud ecosystem.

 Our
approach to cybersecurity is proactive and multifaceted, combining the scalability and reliability of the Microsoft cloud services with
the agility and expertise of our third-party cybersecurity partner. Together, these resources form a comprehensive defense mechanism
against a wide range of cyber threats, from phishing and malware attacks to sophisticated nation-state sponsored cyber-attacks. We continuously
evaluate and adapt our cybersecurity strategy to respond to evolving threats and to align with best practices and regulatory requirements.
Our commitment to cybersecurity is integral to our business operations, and we believe our strategic investments in this area significantly
mitigate the risk of cybersecurity incidents that could impact our company's reputation, financial position, or operational capabilities.

 Governance

 The
management of the Company is responsible for overseeing risk for the Company and has delegated to the VP, Engineering & Technology
("VPE&T") the responsibility for overseeing the cybersecurity risk management strategy for the Company. Management receives
regular updates on our cybersecurity risk management process from the VPE&T. The VPE&T reviews our comprehensive cybersecurity
framework, including reviewing our cybersecurity reporting protocol that provides for the notification, escalation and communication
of significant cybersecurity events to the management team.

 The
Company's cybersecurity program is overseen by our VPE&T, who is responsible for global information technology, including cybersecurity.
Our VPE&T, is primarily responsible for assessing and managing material risks from cybersecurity threats, including monitoring the
measures used for prevention, detection, mitigation and remediation of cybersecurity incidents. The information security organization
is comprised of internal IBIO employees and external security suppliers who provide security monitoring and response.

 Item
2. Properties

 Description
of Property

 We
lease office space at 2999 NE 191 st Street,
Aventura, FL 33180 and pay approximately $21,800 per month, including operating expenses and taxes. We currently sublet this property
at a rate of $16,000 per month. We lease our current office space at 67 NW 183 rd Street
and pay $6,955 per month. Additionally, we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11 th
 Ave., Hialeah, FL 33013. We also have access to parking for our trucks at various locations
of Palmdale Oil Company in Florida. We believe our current office space is sufficient to meet our needs.

 Item
3. Legal Proceedings

 We
know of no other material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any other
material proceeding or pending litigation. There are no other proceedings in which any of our directors, executive officers, or affiliates,
or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 Item
4. Mine Safety Disclosures

 Not
Applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is traded on The NASDAQ Capital Markets under the symbol "EZFL." Our common stock commenced trading on September
15, 2021.

 There
were 4,673,470 shares of common stock issued and outstanding as of April 1, 2024. As of April 1, 2024, there were approximately 1,395 shareholders
of record.

 Dividend
Policy

 We
have not paid any and have no present intention of paying any dividends on our capital stock. Our current policy is to retain earnings,
if any, for use in our operations and in the development of our business. As a result, we anticipate that only appreciation of the price
of our common stock, if any, will provide a return to investors for at least the foreseeable future.

 Use
of Proceeds from the Sale of Registered Securities

 On
September 14, 2021, our Registration Statement, as amended, and originally filed on Form S-1 (file No. 333-256691) was declared effective
by the SEC for our initial public offering of 7,187,500 shares of common stock, including 937,500 shares of common stock purchased by
the underwriters pursuant to the exercise of the over-allotment option each at an offering price of $4.00 per share, for aggregate gross
proceeds of approximately $28.75 million. After deducting underwriting discounts, commissions and offering costs incurred by us of approximately
$3.50 million, the net proceeds from the offering were approximately $25.25 million. ThinkEquity LLC acted as sole book-running manager
of the initial public offering. No offering costs were paid or are payable, directly, or indirectly, to our directors or officers, to
persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

 There
has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the
SEC on September 14, 2021. Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments.
As of December 31, 2023, we have used approximately $25.25 million of the net proceeds from the IPO. Pending such uses, we plan to continue
investing the unused proceeds from the IPO in fixed, non-speculative income instruments and money market funds.

 Recent
Sales of Unregistered Securities

 The
information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting
period which were not previously included in an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 The
Company has sold a total of 1,832,256 shares of its common stock within the past three years which were not registered under the Securities
Act. All of the sales were made pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2023.

 Item
6. Selected Financial Data

 As
a "Smaller Reporting Company" this item and the related disclosure is not required.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and
related notes included in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year
ended December 31, 2023 and the related Management's Discussion and Analysis of Financial Condition and Results of Operation. Unless
the context requires otherwise, references in this Annual Report on Form 10-K to "we," "us," and "our"
refer to Ezfill Holdings, Inc.

 Forward-Looking
Statements

 The
information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
which are subject to the "safe harbor" created by those sections. These forward-looking statements include, but are not limited
to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and
plans and objectives of management. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "would" and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation,
the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are
made, and we do not assume any obligation to update any forward-looking statements.

 Overview

 We were incorporated under the laws
of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are headquartered in Miami, Florida. EzFill provides
its customers the ability to have fuel delivered to their vehicles (cars, boats, trucks) without leaving their home or office and to construction
sites, generators and reserve tanks.

 Our mobile fueling solution gives
our fleet, consumer and other customers the ability to fuel their vehicles with the touch of an app or regularly scheduled service, and
without the inconvenience of going to the gas station.

 On April 27, 2023, the Company executed
a 1-for-8 reverse stock split and decreased the number of shares of its authorized common stock from 500,000,000 shares to 50,000,000
and its preferred stock from 50,000,000 to 5,000,000. As a result, all share activity has been restated as if the reverse stock split
had been consummated as of the beginning of the respective period.

 Critical Accounting Policies and Estimates

 Our discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared in accordance with generally accepted accounting
principles in the U.S., or GAAP. We have identified certain accounting policies as critical to understanding our financial condition
and results of our operations. For a detailed discussion on the application of these and other accounting policies, see the notes to
our financial statements included in this Annual Report on
Form 10-K.

 Results
of Operations

 The following table sets forth our results of operations
for the year ended December 31, 2023, and 2022:

 Year Ended December 31,

 2023

 2022

 $
 23,216,423

 $
 15,044,721

 Cost of sales

 21,845,574

 15,218,234

 Operating expenses

 9,087,223

 15,543,145

 Depreciation and amortization

 1,108,186

 1,769,621

 Operating loss

 (8,824,560
)

 (17,486,279
)

 Other income (expense)

 (1,647,329
)

 (19,486
)

 Net loss

 $
 (10,471,889
)

 $
 (17,505,765
)

 Non-GAAP Financial Measures

 Adjusted EBITDA is a non-GAAP financial measure which
we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it
be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA,
a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill,
other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper
understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods
that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted
EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that
may obscure underlying performance and distort comparability.

 The following is a reconciliation of net loss to the
non-GAAP financial measure referred to as Adjusted EBITDA for the year ended December 31, 2023, and 2022:

 Year Ended December 31,

 2023

 2022

 Net loss

 $
 (10,471,889
)

 $
 (17,505,765
)

 Interest expense, net

 1,719,296

 19,486

 Depreciation and amortization

 1,108,186

 1,769,621

 Impairment of goodwill, other intangibles and fixed assets

 105,506

 2,894,516

 Stock compensation

 1,525,146

 1,412,283

 Adjusted EBITDA

 $
 (6,013,755
)

 $
 (11,409,859
)

 Gallons delivered

 5,853,167

 3,589,415

 Average fuel margin per gallon

 $
 0.65

 $
 0.50

 Year ended December 31, 2023 compared to the Year
ended December 31, 2022

 We generated revenues of $23,216,423 for the year
ended December 31, 2023, compared to $15,044,721 for the year ended December 31, 2022, an increase of $8,171,702 or 54%. This increase
is due to a 39% increase in gallons delivered as well as an increase in the average price per gallon. The additional gallons were in existing
as well as new markets.

 Cost of sales was $21,845,574 for the year ended December
31, 2023, resulting in a gross profit of 1,370,849, compared to $(173,513) for the prior year. The $6,627,340 or 44% increase in cost
of sales is due to the increase in sales and an increase in labor costs primarily related to the expansion into new markets. Our gross
profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver efficiency.

 Operating Expenses

 We incurred operating expenses of $9,087,223
during the year ended December 31, 2023, as compared to $15,543,145 during the prior year, a decrease of $6,455,922 or 42%. The
decrease was primarily due to decreases in payroll, sales and marketing, insurance, technology, and public company expenses offset
by an increase in stock based compensation.

 Depreciation and Amortization

 Depreciation increased in the current year as a result
of the increase in the fleet of delivery vehicles. Amortization decreased in the current year as a result of the impairment of goodwill
and other intangible assets recorded in the fourth quarter of 2022.

 Impairment of Goodwill, Fixed Assets and Other
Intangibles

 During the year ended December 31, 2023, the Company
recorded impairment of $105,506 related to materials purchased for construction of delivery vehicles to reduce the carrying value to the
expected realizable value. During the year ended December 31, 2022, the Company recorded an impairment loss of $1,987,500 related to a
license of technology for which the Company has proposed termination of the agreement and which was not expected to generate any revenue
in 2023. Goodwill was considered impaired, and the Company recognized an impairment loss of $166,838, or the remaining balance of goodwill.
This loss was primarily due to the fall in the Company's stock price and the decrease of the Company's market capitalization
as well as past operating performance. As a consequence, management forecasts were revised, and additional risk factors were applied.
The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value
of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $482,064. Also, the Company recorded an impairment
of $258,114 related to materials purchased for construction of delivery vehicles to reduce the carrying value to the expected realizable
value

 Other Income (Expense)

 Interest expense increased in the current year due
to increased borrowing for truck purchases.

 Net Losses

 We sustained a net loss of $10,471,889 for the year
ended December 31, 2023, as compared to $17,505,765 for the prior year, a decrease of $7,033,876 or 40% as a result of the above.

 Liquidity and Capital Resources

 Cash Flow Activities

 As of December 31, 2023, we had an accumulated deficit
of $(43,317,050). We have incurred net losses since inception and have funded operations primarily through sales of our common stock and
issuance of notes payable, including to related parties. As of December 31, 2023, we had $226,985 in cash and investments, as compared
to December 31, 2022 when we had $4,186,875 in cash and investments.

 Operating Activities

 Net cash used in operating activities was $(6,643,397)
during year ended December 31, 2023, which was made up primarily by the net loss and partially offset by stock compensation of $1,525,146
and depreciation and amortization of $1,108,186 and impairment loss of $105,506 and loss on debt extinguishment – related party
of $291,000 and amortization of debt discount of $1,403,244. Net cash used in operating activities was $(11,599,581) for the prior year
ended December 31, 2022, which was made up primarily by the net loss and partially offset by stock compensation of $1,412,283 and depreciation
and amortization of $1,769,621 and impairment losses of $2,894,516.

 Investing Activities

 During the year ended December 31, 2023, we provided
cash of $2,170,732, during the year ended December 31, 2022 we used cash of $(3,258,417). Investments matured during 2023 of $2,130,116.
Also in 2023 we had refunds on prior purchases of fixed assets, primarily delivery trucks of $40,616. Investments matured during 2022
for total proceeds of $1,151,186. We used $321,250 for the acquisition of a fueling business in 2022. We used $3,258,417 for the acquisition
of fixed assets, primarily delivery trucks

 Financing Activities

 We generated $2,632,857 of cash flows from financing
activities during the year ended December 31, 2023 including $4,590,600 in new loans for truck purchases, $250,000 loan from a related
party, less principal repayments of $3,732,889 and received proceeds from the issuance of common stock from the ATM of $25,308 and recorded
related expenses of $25,308.We generated $2,533,589 of cash flows from financing activities during the year ended December 31, 2022, including
$3,191,308 from new debt borrowings, less $657,719 for the repayment of debt.

 Liquidity and Sources of Capital

 From inception to December 31, 2023, we have funded
our activities through capital contributions from issuances of notes payable and the sale of securities pursuant to the exemption provided
by Regulation D, by sale of securities to accredited investors and a public offering. We have also financed truck purchases from manufacturer
loans and from our bank line of credit.

 Although our financial statements for the year ended
December 31, 2023 were prepared under the assumption that we would continue our operations as a going concern, the report of our independent
registered public accounting firm that accompanies our financial statements for the year ended December 31, 2023 contains a going concern
qualification in which said firm expressed substantial doubt about our ability to continue as a going concern, based on the financial
statements at that time. The Company has sustained a net loss since inception and does not have sufficient revenues and income to fully
fund the operations. As a result, the Company has relied on loans from stockholders and others as well as stock sales to fund its activities
to date. For the year ended December 31, 2023, the Company had a net loss of $10,471,889. At December 31, 2023, the Company had an accumulated
deficit of 45,317,050. We anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable
future.

 Since inception, the Company's operations have
primarily been funded through proceeds received in equity and debt financings. In September 2021, the Company completed its Initial Public
Offering and raised $25,250,000 in net proceeds after deducting the underwriting discount and offering expenses. The Company anticipates
that it will need to raise additional capital, in order to continue to fund its operations. There is no assurance that the Company will
be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might
raise will enable the Company to complete its initiatives or attain profitable operations. The Company's operating needs include
the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's
future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability
to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies
to enhance or complement its product and service offerings. There can be no assurances that, in the event that we require additional financing,
such financing will be available on terms which are favorable to us, or at all. If we are unable to raise additional funding to meet our
working capital needs in the future, we will be forced to delay or reduce, limit or cease our operations.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Smaller
reporting companies are not required to provide the information required by this item.

 PART I - FINANCIAL
INFORMATION

 Item 8. Financial Statements

 Holdings, Inc.

 Page(s)

 Balance Sheets

 3 6

 Statements of Operations

 Statements of Changes in Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 4 1
- 87

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders of EzFill

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance
sheets of EzFill Holdings, Inc. and Subsidiary (the Company) as of December 31, 2023 and 2022, and the related consolidated statements
of operations and comprehensive loss, changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year
period ended December 31, 2023 and the related notes (collectively referred to as the "financial statements"). In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company suffered a net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial
doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below is a
matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated,
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 Revenue Recognition

 As discussed in Note 2 to
the consolidated financial statements, the Company recognizes revenue upon the delivery of fuel and monthly on monthly membership fees
in an amount that reflects the consideration the Company expects to receive in exchange for the products and services.

 Auditing management's evaluation of agreements
with customers involves significant judgement, given the fact that some agreements require managements evaluation and allocation of the
transaction price and transfer of goods to the customer.

 To evaluate the appropriateness and accuracy of the
assessment by management, we evaluated management's assessment in relationship to the relevant agreements and management's
disclosure in the consolidated financial statements.

 /s/
 M&K CPAS, PLLC

 We
 have served as the Company's auditor since 2020

 The Woodlands, Texas

 April 1, 2024

 PCAOB ID # 2738

Balance Sheets

 31,

 2023

 31,

 2022

 Current

 Cash

 $
 226,985

 $
 2,066,793

 Investment
 in debt securities

 -

 2,120,082

 receivable - net

 1,192,340

 766,692

 Inventory

 134,057

 151,248

 Prepaids
 and other

 220,909

 329,351

 Total
 Current Assets

 1,774,291

 5,434,166

 and equipment - net

 3,310,187

 4,589,159

 lease - right-of-use asset

 297,394

 521,782

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

 286,397

 -

 lease - right-of-use asset

 297,394

 521,782

 Deposits

 49,063

 52,737

 Total

 $
 5,717,332

 $
 10,597,844

 and Stockholders' Equity (Deficit)

 Current

 payable and accrued expenses

 $
 845,275

 $
 1,256,479

 payable and accrued expenses - related parties

 72,428

 -

 payable and accrued expenses

 $
 845,275

 $
 1,256,479

 Line
 of credit

 -

 1,000,000

 Notes
 payable - net

 946,228

 811,516

 Notes
 payable - related parties - net

 -

 Notes
 payable - net

 946,228

 811,516

 246,880

 230,014

 Operating lease liability - related party

 72,034

 -

 246,880

 230,014

 Total
 Current Liabilities

 6,984,960

 3,298,009

 Long
 Term Liabilities

 Notes
 payable- net

 353,490

 1,198,380

 69,128

 316,008

 Operating lease liability - related party

 215,960

 -

 69,128

 316,008

 Total
 Long Term Liabilities

 638,578

 1,514,388

 Total

 7,623,538

 4,812,397

 Commitments
 and Contingencies

 -

 -

 Stockholders'
 Equity (Deficit)

 stock - $ 0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively

 -

 -

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

 Common stock issuable

 -

 Additional
 paid-in capital

 43,410,367

 40,674,864

 deficit

 ( 45,317,050
)

 ( 34,845,161
)

 other comprehensive loss

 -

 ( 44,590
)

 Total
 Stockholders' Equity (Deficit)

 ( 1,906,206
)

 5,785,447

 Total
 Liabilities and Stockholders' Equity (Deficit)

 $
 5,717,332

 $
 10,597,844

Statements of Operations and Comprehensive Loss

 (Unaudited)

 For
 the Years Ended December 31,

 2023

 2022

 Sales
 - net

 $
 23,216,423

 $
 15,044,721

 Costs
 and expenses

 Cost
 of sales

 21,845,574

 15,218,234

 General
 and administrative expenses

 9,087,223

 15,543,145

 Depreciation
 and amortization

 1,108,186

 1,769,621

 Total
 costs and expenses

 32,040,983

 32,531,000

 Loss
 from operations

 ( 8,824,560
)

 ( 17,486,279
)

 Other
 income (expense)

 income

 34,327

 84,603

 Other
 income

 64,800

 -

 expense

 ( 1,719,296
)

 ( 98,834
)

 Loss
 on sale of marketable debt securities - net

 ( 27,160
)

 ( 5,255
)

 Total
 other income (expense) - net

 ( 1,647,329
)

 ( 19,486
)

 Net
 loss

 $
)

 $
)

 Loss
 per share - basic and diluted

 $
 ( 2.79
)

 $
 ( 5.30
)

 average number of shares - basic and diluted

 3,753,038

 3,301,484

 Comprehensive
 loss:

 Net
 loss

 $
)

 $
)

 Change
 in fair value of debt securities

 -

 ( 39,517
)

 Total
 comprehensive loss:

 $
)

 $
 ( 17,545,282
)

Statements
 of Changes in Stockholders' Equity (Deficit)

 For
the Year Ended December 31, 2023

 Total

 Stock

 Stock

 Common Stock Issuable

 Additional

Paid-in

 Other

Comprehensive

 Stockholders' Equity

 Capital

 Deficit

 Loss

 (Deficit)

 -

 $
 -

 3,335,674

 $

 -

 $

 -

 $
 40,674,864

 $
 ( 34,845,161
)

 $
 ( 44,590
)

 $
 5,785,447

 Stock
 based compensation - related parties

 -

 -

 672,464

 -

 -

 1,215,300

 -

 -

 1,215,365

 Stock
 based compensation - other

 -

 -

 -

 -

 -

 -

 37,031

 -

 -

 37,031

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

 -

 -

 8,393

 -

 -

 25,307

 -

 -

 25,308

 Cash
 paid for direct offering costs

 ( 25,308
)

 ( 25,308
)

 Unrealized
 gain on debt securities

 -

 -

 -

 -

 -

 -

 -

 -

 44,590

 44,590

 Stock
 issued as debt issue costs - related party

 -

 -

 400,000

 260,000

 919,434

 -

 -

 919,500

 Stock
 issued for services

 -

 -

 100,000

 -

 -

 272,739

 -

 -

 272,750

 Loss
 on debt extinguishment - related party

 291,000

 291,000

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 -

 $
 -

 4,776,531

 $

 $

 260,000

 $
 43,410,367

 $
 ( 45,317,050
)

 $
 -

 $
 ( 1,906,206
)

Statements of Changes in Stockholders' Equity

 For
the Year Ended December 31, 2022

 Capital

 Deficit

 Loss

 Additional

 Other

 Total

 Stock

 Stock

 Paid-in

 Comprehensive

 Stockholders'

 Capital

 Deficit

 Loss

 31, 2021

 -

 $
 -

 3,280,434

 $

 $
 39,212,587

 $
 ( 17,339,396
)

 $
 ( 5,073
)

 $
 21,868,446

 Stock
 based compensation - related party

 -

 -

 45,932

 1,309,519

 -

 -

 1,309,524

 Stock
 based compensation- other

 -

 -

 4,268

 -

 102,759

 -

 -

 102,759

 Stock
 sold for cash (ATM) - net

 -

 -

 -

 -

 -

 -

 -

 -

 Consideration
 for acquisition

 -

 -

 5,040

 49,999

 -

 -

 50,000

 Unrealized
 loss on debt securities

 -

 -

 -

 -

 -

 -

 ( 39,517
)

 ( 39,517
)

 Net
 loss

 -

 -

 -

 -

 -

)

 -

)

 -

 $
 -

 3,335,674

 $

 $
 40,674,864

 $
 ( 34,845,161
)

 $
 ( 44,590
)

 $
 5,785,447

Statements of Cash Flows

 For
 the Years Ended December 31,

 2023

 2022

 activities

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operations

 Depreciation and amortization

 1,108,186

 1,769,621

 Impairment of fixed assets

 105,506

 258,114

 Impairment of goodwill and other intangible assets

 -

 2,636,402

 Amortization of bond premium and realized loss on investments in debt securities

 34,556

 52,096

 Amortization of operating lease - right-of-use asset

 224,388

 -

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

 30,160

 -

 Amortization of debt discount

 1,403,244

 -

 Bad debt expense

 83,564

 17,489

 Warrants issued for services rendered

 -

 -

 Stock issued for services

 309,781

 717,759

 Stock issued for services - related parties

 1,215,365

 694,524

 Loss on debt extinguishment - related party

 291,000

 -

 in operating assets and liabilities

 (Increase) decrease in

 Accounts Receivable

 ( 509,212
)

 ( 688,425
)

 Inventory

 17,191

 ( 104,905
)

 Prepaids and other

 108,442

 ( 147,845
)

 Deposits

 3,674

 -

 Increase (decrease) in

 Accounts payable and accrued expenses

 ( 411,204
)

 677,114

 Accounts payable and accrued expenses - related party

 72,428

 -

 Operating lease liability

 ( 230,014
)

 24,240

 Operating lease liability - related party

 ( 28,563
)

 -

 Net
 cash used in operating activities

 ( 6,643,397
)

 ( 11,599,581
)

 Investing
 activities

 from sale of marketable debt securities

 2,130,116

 1,151,186

 Acquisition
 of business

 -

 ( 321,250
)

 Purchase
 of fixed assets - net of refunds on prior purchases

 40,616

 ( 3,258,417
)

 Net
 cash used provided by (used in) investing activities

 2,170,732

 ( 2,428,481
)

 Financing
 activities

 from line of credit

 -

 1,000,000

 from notes payable

 250,000

 2,191,308

 from notes payable - related parties

 4,590,600

 -

 from stock issued for cash

 25,308

 -

 Cash
 paid for direct offering costs

 ( 25,308
)

 -

 on line of credit

 ( 1,000,000
)

 -

 on notes payable

 ( 945,243
)

 -

 on loan payable - related party

 ( 262,500
)

 ( 657,719
)

 Net
 cash provided by financing activities

 2,632,857

 2,533,589

 Net
 decrease in cash

 ( 1,839,808
)

 ( 11,494,473
)

 Cash
 - beginning of year

 2,066,793

 13,561,266

 Cash
 - end of year

 $
 226,985

 $
 2,066,793

 Supplemental
 disclosure of cash flow information

 Cash
 paid for interest

 $
 178,944

 $
 101,075

 Cash
 paid for income tax

 $
 -

 $
 -

 Supplemental
 disclosure of non-cash investing and financing activities

 Debt
 discount

 $
 1,621,650

 $
 -

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

 $
 44,590

 True
 up notes payable and vehicle balances for actual borrowings

 $
 24,664

 $
 -

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

 $
 316,557

 $
 -

 NOTES

 Note
1 - Organization and Nature of Operations

 Organization
and Nature of Operations

Holding, Inc. and Subsidiary ("EzFill," "EHI," "we," "our" or "the Company"),
and its operating subsidiary, was incorporated on March 28, 2019, in the State of Delaware and operates in Florida providing an on-demand
mobile gas delivery service. Its wholly owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.

 Basis
of Presentation

 The
accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP").

 Liquidity
and Going Concern

 As
reflected in the accompanying consolidated financial statements, for the year ended December 31, 2023, the Company had:

 Net
 loss of $ 10,471,889; and

 Net
 cash used in operations was $ 6,643,397

at December 31, 2023, the Company had:

 deficit of $ 45,317,050

 Stockholders'
 deficit of $ 1,906,206; and

 Working
 capital deficit of $ 5,210,669

 The
Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company
has relied on related parties for the debt based funding of its operations. There is no assurance that the Company will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable
the Company to complete its initiatives or attain profitable operations.

 The
Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital
and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many
factors, including the Company's ability to successfully expand to new markets, competition, and the need to enter into collaborations
with other companies or acquire other companies to enhance or complement its product and service offerings.

 NOTES

 There
can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional
funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.

 We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand
of $ 226,985 at December 31, 2023.

 The
Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues
from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive
analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months
ended December 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

 These
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.

 The
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.

 Management's
strategic plans include the following:

 Expand
 into new and existing markets (commercial and residential),

 Obtain
 additional debt and/or equity based financing,

 Collaborations
 with other operating businesses for strategic opportunities; and

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

 Note
2 - Summary of Significant Accounting Policies

 Principles
of Consolidation

 These
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. All intercompany transactions and balances have been eliminated.

 NOTES

 Business
Combinations

 The
Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities
assumed are recorded at their respective fair values at the acquisition date.

 The
fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed
based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets
acquired and liabilities assumed.

 Significant
judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful
life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in
computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets
acquired and liabilities assumed, as well as the Company's current and future operating results.

 Actual
results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities
during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to
fair values of assets and liabilities made after the end of the measurement period are recorded within the Company's operating
results.

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

 Business
Segments and Concentrations

 The
Company uses the "management approach" to identify its reportable segments. The management approach requires companies to
report segment financial information consistent with information used by management for making operating decisions and assessing performance
as the basis for identifying the Company's reportable segments. The Company manages its business as one reportable segment.

 Customers
in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.

 NOTES

 Use
of Estimates and Assumptions

 Preparing
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues
and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other
assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

 Significant
estimates during the years ended December 31, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables,
inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives
related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain
tax positions, and the valuation allowance on deferred tax assets.

 Risks
and Uncertainties

 The
Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company's operations
are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business
failure.

 The
Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this
variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets
in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection
with the Company's distribution of the product. These factors, among others, make it difficult to project the Company's operating
results on a consistent basis.

 NOTES

 Fair
Value of Financial Instruments

 The
Company accounts for financial instruments under Financial Accounting Standards Board ("FASB") ASC 820, Fair Value Measurements.
ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date, based on the Company's principal or, in absence of a principal, most advantageous market for the specific
asset or liability.

 The
Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring
basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.
The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining
fair value.

 The
three tiers are defined as follows:

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

 Level
 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace
 for identical or similar assets and liabilities; and

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

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

 The
determination of fair value and the assessment of a measurement's placement within the hierarchy requires judgment. Level 3 valuations
often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation
methodologies applied to unobservable management estimates and assumptions. Management's assumptions could vary depending on the
asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions
of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors
to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments
is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

 NOTES

 The
Company's financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable
and accrued expenses – related party, are carried at historical cost. At December 31, 2023 and 2022, respectively, the carrying
amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

 ASC
825-10 "Financial Instruments" allows entities to voluntarily choose to measure certain financial assets and liabilities
at fair value ("fair value option"). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable
unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument
should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding
financial instruments.

 Cash
and Cash Equivalents and Concentration of Credit Risk

 For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months
or less at the purchase date and money market accounts to be cash equivalents.

 At
December 31, 2023 and 2022, respectively, the Company did not have any cash equivalents.

 The
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.

 At
December 31, 2023 and 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

 Investments

 Available-for-sale
debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component
of other comprehensive income (loss).

 Realized
gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs
based on the first-in, first-out method.

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

 NOTES

 The
Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent
to which, and length of time, an investment's fair value has been below the Company's cost basis, the issuer's financial
condition, and the Company's ability and intent to hold the investment for sufficient time for its market value to recover. For
impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment's
cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment
then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value.

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

of Unrealized Gains, Losses, and Fair Value

 Amortized
 Cost

 Gross
 Unrealized

 Losses

 Fair
 Value

 Bonds

 $
 -

 $
 -

 $
 -

 Amortized
 Cost

 Gross
 Unrealized

 Losses

 Fair
 Value

 Bonds

 $
 2,164,672

 $
 ( 44,590
)

 $
 2,120,082

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

 Realized
losses, including amortization of bond premiums on these debt securities were $ 34,556 and $ 52,096 for the years ended December 31, 2023
and 2022, respectively.

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

 All
remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590, which also resulted
in the elimination of the historical accumulated other comprehensive loss balance.

 At
December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices
in active markets for identical assets.

 NOTES

Receivable

receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers
based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company
does not require collateral.

 Management
periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible
amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical
collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that
determination is made.

 The
following is a summary of the Company's accounts receivable at December 31, 2023 and 2022:

of Accounts Receivable

 31,

 2023

 31,

 2022

 receivable

 $
 1,274,112

 $
 766,692

 Less:
 allowance for doubtful accounts

 81,772

 -

 receivable - net

 $
 1,192,340

 $
 766,692

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

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

 Inventory

 Inventory
consists solely of fuel. Inventory is stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO")
method of inventory valuation. Management assesses the recoverability of its inventory and establishes reserves on a quarterly basis.

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

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

 NOTES

 Concentrations

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

of Concentration of Risk

 Sales

 Year
 Ended December 31,

 Customer

 2023

 2022

 A

 22.19
 %

 11.46
 %

 B

 12.07
 %

 11.26
 %

 C

 0.00
 %

 31.75
 %

 Total

 34.26
 %

 54.47
 %

Receivable

 Year
 Ended December 31,

 Customer

 2023

 2022

 A

 46.57
 %

 47.48
 %

 B

 13.50

 %

 Total

 60.07
 %

 47.48
 %

 Vendor
Purchases

 Year
 Ended December 31,

 Vendor

 2023

 2022

 A

 48.93
 %

 78.62
 %

 B

 38.29
 %

 17.91
 %

 C

 12.11
 %

 3.15
 %

 Total

 99.33
 %

 99.68
 %

 NOTES

 Impairment
of Long-lived Assets including Internal Use Capitalized Software Costs

 Management
evaluates the recoverability of the Company's identifiable intangible assets and other long-lived assets when events or circumstances
indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 "Impairment or Disposal of Long-Lived
Assets." Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible
assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative
to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes
in the Company's business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be
generated from the use and ultimate disposition of these assets.

 If
impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment to
be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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

 See
note 3 for discussion of impairments of long lived assets.

and Equipment

and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated
useful lives of the assets.

 Expenditures
for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When
property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective
accounts with the resulting gain or loss reflected in operations.

 Management
reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount
of the asset may not be recoverable.

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

 See
note 3 for discussion of impairments of long lived assets.

 NOTES

 Derivative

 The
Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, ("ASC 480"),
" Distinguishing Liabilities from Equity" and FASB ASC Topic No. 815, ("ASC 815") "Derivatives and
Hedging". Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in
the fair value recorded in the results of operations (other income/expense) as a gain or loss on the change in fair value of derivative
liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

 Upon
conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated
and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock
at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate
recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity
based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability
balance extinguished.

instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities
at the fair value of the instrument on the reclassification date.

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

 Original
Issue Discounts and Other Debt Discounts

 For
certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded
as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated
Statements of Operations.

the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as
a component of debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in
the Consolidated Statements of Operations.

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

 NOTES

 Debt
Issue Cost

 Debt
issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the
underlying debt instrument, in the Consolidated Statements of Operations.

 Right
of Use Assets and Lease Obligations

 The
Right of Use Asset and Lease Liability reflect the present value of the Company's estimated future minimum lease payments over
the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental
borrowing rate.

 Typically,
renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements
exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease
Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company's operating
leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise
of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to
be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of
leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant
economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all
renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

 As
the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability
that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease
within a particular currency environment. See Note 7.

 Revenue
Recognition

 The
Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized
at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships.

 Under
Accounting Standards Update ("ASU") No. 2014-09 (Topic 606) "Revenue from Contracts with Customers", revenue
from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales
incentives, discounts, rebates, and amounts collected on behalf of third parties.

 NOTES

 A
performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under
Topic 606. The Company's contracts with its customers do not include multiple performance obligations. The Company recognizes revenue
when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized
reflects the consideration the Company expects to be entitled to in exchange for such products or services.

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

 Identify
the contract with a customer

 A
contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party's
rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial
substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable
based on the customer's intent and ability to pay the promised consideration. The Company applies judgment in determining the customer's
ability and intention to pay, which is based on a variety of factors including the customer's historical payment experience or,
in the case of a new customer, published credit and financial information pertaining to the customer.

 Identify
the performance obligations in the contract

 Performance
obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable
of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily
available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services
is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company
must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract.
If these criteria are not met the promised services are accounted for as a combined performance obligation.

 Determine
the transaction price

 The
transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services
to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration
that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending
on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company's judgment,
it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

 None
of the Company's contracts contain a significant financing component.

 NOTES

 Allocate
the transaction price to performance obligations in the contract

 If
the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract
with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a
specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised
in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations
require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless
the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service
that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance
obligation is sold separately.

 If
the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into
account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

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

 Recognize
revenue when or as the Company satisfies a performance obligation

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

 The
following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each
revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration
is fixed and determinable at the initiation of the contract.

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

 First,
the Company generally recognizes membership revenues at the end of each month after services have been rendered. There are no prepaid
membership revenues.

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

 NOTES

 Contract
Liabilities (Deferred Revenue)

 Contract
liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion
of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer
deposit is relieved and revenue is recognized.

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

 The
following represents the Company's disaggregation of revenues for the years ended December 31, 2023 and 2022:

of Disaggregation of Revenue

 Years
 Ended December 31,

 2023

 2022

 Revenue

 %
 of

 Revenue

 %
 of

 Fuel
 sales

 $
 22,677,304

 97.68
 %

 $
 14,860,475

 98.78
 %

 Other

 539,119

 2.32
 %

 184,246

 1.22
 %

 Total
 Sales

 $
 23,216,423

 100.00
 %

 $
 15,044,721

 100.00
 %

 Cost
of Sales

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

 Income
Taxes

 The
Company accounts for income tax using the asset and liability method prescribed by ASC 740, "Income Taxes". Under
this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases
of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse.
The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date.

 The
Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 "Income Taxes". Using
that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities.

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

 NOTES

 The
Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related
to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022, respectively.

 For
the years ended December 31, 2023 and 2022, respectively, the Company generated net losses, resulting in an estimated income tax liability
of $ 0.

 Valuation
of Deferred Tax Assets

 The
Company's deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any
portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that
some portion or all of the deferred income tax asset will not be realized.

 The
Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances
on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation
allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset
is considered, along with all other available positive and negative evidence.

 Certain
categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified.
The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation
date, recent pretax losses and/or expectations of future pretax losses.

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

 Earnings
 history;

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

 The
 duration of statutory carry forward periods;

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

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

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

 NOTES

 Concluding
that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable,
such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its
cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance.
The Company also considers all other available positive and negative evidence in its analysis.

 At
December 31, 2023 and 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting
in a net carrying amount of $ 0.

 Advertising
Costs

 Advertising
costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated
statements of operations.

 The
Company recognized $ 136,582 and $ 1,364,168 in marketing and advertising costs during the years ended December 31, 2023 and 2022, respectively.

 Stock-Based

 The
Company accounts for our stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the
fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized
over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by
the issuance of those equity instruments.

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

 The
fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services
is completed (measurement date) and is recognized over the vesting periods.

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

 Exercise
 price,

 dividends,

 volatility,

 Risk-free
 interest rate; and

 life of option

 NOTES

 Stock

 In
connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase
shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the
holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes
option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair
value is determined based upon the use of a binomial pricing model.

issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital
of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period
or at the date of issuance if there is not a service period.

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

 Basic
earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders
by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued. Net earnings
available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating
securities. Losses are not allocated to participating securities. Common shares outstanding and certain other shares committed to be,
but not yet issued, include restricted stock and restricted stock units ("RSUs") for which no future service is required.

 Diluted
earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Diluted
earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and
dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding
and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period
(stock options, warrants, convertible preferred stock, and convertible debt).

shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid
or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under
the two-class method of earnings per share.

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

 NOTES

 Restricted
stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively,
and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition
of a participating security. RSUs granted under an executive compensation plan are not considered participating securities as the rights
to dividend equivalents are forfeitable.

 The
following potentially dilutive equity securities outstanding as of December 31, 2023 and 2022 were as follows:

of Dilutive Equity Securities Outstanding

 31,

 2023

 31,

 2022

 Stock
 options (vested)

 -

 28,135

 (vested)

 Total
 common stock equivalents

 231,764

and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9.

 Based
on the potential common stock equivalents noted above at December 31, 2023, the Company has sufficient authorized shares of common stock
( 50,000,000) to settle any potential exercises of common stock equivalents.

 On
April 27, 2023, the Company executed a 1-for-8 reverse stock split and decreased the number of shares of its authorized common stock
from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000 to 5,000,000. As a result, all share and per share amounts
have been retroactively restated to the earliest period presented in the accompanying consolidated financial statements.

Parties

 Parties
are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its management and other parties with which the Company may
deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests.

 See
Note 4 which includes accrued interest payable – related parties.

 See
Note 5 for a discussion of related party debt.

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

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

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

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

 NOTES

Party Agreement with Company owned by Daniel Arbour

 On
February 15, 2023, the Company entered into a consulting agreement (the "Consulting Agreement") with Mountain Views Strategy
Ltd ("Mountain Views"). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal
and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief
revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 per month and cover other certain
expenses. The term of the Consulting Agreement is for twelve months from the Effective Date. However, either party may terminate the
Consulting Agreement on two weeks written notice to the other party.

 Effective
May 15, 2023, EzFill Holdings, Inc. (the "Company") and Mountain Views Strategy Ltd. ("Mountain Views") entered
into an amendment (the "Amendment to the Consulting Agreement") to the consulting services agreement (the "Consulting
Agreement"). As previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
on February 16, 2023, Daniel Arbour, who became a member of the Company's Board of Directors on February 10, 2023, is the principal
and founder of Mountain Views.

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

 See
Note 7.

Party Agreement with Company owned by Avishai Vaknin

 On
April 19, 2023 (the Effective Date"), the Company entered into a services agreement (the "Services Agreement") with
Telx Computers Inc. ("Telx"). Mr. Avishai Vaknin ("Vaknin") is the Chief Operating Officer of Telx and its sole
shareholder. Pursuant to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which
generally entails overseeing all matters relating to the Company's technology. Pursuant to the Services Agreement, the Company
will pay Telx $ 10,000 USD per month and cover other pre-approved expenses. The term of the Services Agreement is for twelve months from
the Effective Date however, the Company may terminate the Services Agreement with written notice to the other party.

 In
connection with this agreement, Vaknin is entitled to receive up to 325,000 shares of common stock. At December 31, 2023, 260,000 shares
have vested, the remaining 65,000 shares will vest in April 2024 ( 32,500 shares) and April 2025 ( 32,500 shares), respectively. See Note
7.

 NOTES

 Recent
Accounting Standards

to accounting principles are established by the FASB in the form of Accounting Standards Updates ("ASU's") to the FASB's
Codification. We consider the applicability and impact of all ASU's on our consolidated financial position, results of operations,
stockholders' equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued
through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not
yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

 In
March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit
Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminates the accounting
guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities
to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related
to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures
for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

 This
guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated
financial statements.

 In
November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 - Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced
disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this
will have on the Company's consolidated financial statements and disclosures.

 In
December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU
2023-09"). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation
of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after
December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact
of ASU 2023-09 on its consolidated financial statements and related disclosures.

 NOTES

 There
are various other updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations
or cash flows.

 Reclassifications

 Certain
prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material
effect on the consolidated results of operations, stockholders' equity, or cash flows.

 Note
3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

 31,

 2023

 31,

 2022

 Estimated
 Useful

 Lives
 (Years)

 Equipment

 $
 265,637

 $
 265,637

 Leasehold
 improvements

 29,422

 29,422

 Vehicles

 5,119,048

 5,142,828

 Office
 furniture

 129,475

 129,475

 Office
 equipment

 9,471

 9,471

 Construction
 in process

 -

 147,006

 Plant And Equipment Gross

 5,553,053

 5,723,839

 depreciation

 ( 2,242,866
)

 ( 1,134,680
)

 Total
 property and equipment - net

 $
 3,310,187

 $
 4,589,159

 On
April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC ("Licensor"), under which the
Company licensed certain proprietary technology. Under the terms of the license, the Company issued 33,216 shares of its common stock
to the Licensor upon signing. The Company also issued 41,520 shares to the Licensor in May 2021 upon the filing of a patent application
related to the licensed technology. Upon completion of the Company's IPO, 23,251 shares were issued to the Licensor. The Company
was going to issue up to 91,344 additional shares to the Licensor upon the achievement of certain milestones. In addition, the Company
has granted stock options for 66,432 shares at an exercise price of $ 30.08 per share that will become exercisable for three years after
the end of the fiscal year in which certain sales levels were to be achieved using the licensed technology. The Company has the option
for four years after the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase
price of 132,864 of its common shares. Until the Company exercises one of these options, it will share with the Licensor 50% of pre-revenue
costs and 50% of the net revenue, as defined, from the use of the technology. Under the Technology Agreement, the Company licensed proprietary
technology that it believed would enable the Company to expand its services to provide its fuel service in high density areas. Fuel Butler
has delivered a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure
to issue equity securities to Fuel Butler. The Company has been in communications with Fuel Butler regarding the termination of the Technology
Agreement and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement
continues to be in force. While the Company contests Fuel Butler's claims of breach and contends that in fact Fuel Butler is in
breach, the Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement. The Company has sent a proposal
to Fuel Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology
Agreement. Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31,
2022.

 NOTES

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

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

goodwill was considered impaired, and the Company recognized an impairment loss of $ 166,838, or the remaining balance of goodwill, during
the year ended December 31, 2022. This loss was primarily due to the fall in the Company's stock price and the decrease of the
Company's market capitalization as well as past operating performance. As a consequence, management forecasts were revised, and
additional risk factors were applied.

 The
fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value of
future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064.

the year ended December 31, 2023, the Company recorded an impairment loss of $ 105,506 related to items classified as construction in
process that were deemed unusable.

 Depreciation
and amortization expense for the years ended December 31, 2023 and 2022 was $ 1,108,186 and $ 1,769,621, respectively.

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

the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664
to true up the amounts to their actual balances.

 Note
4 – Accounts Payable and Accrued Liabilities

payable and accrued liabilities were as follows at December 31, 2023 and 2022, respectively:

of Accounts Payable and Accrued Liabilities

 31,

 2023

 31,

 2022

 payable

 $
 845,275

 $
 987,012

 Accrued
 payroll

 -

 266,453

 Accrued
 interest payable - related parties

 72,428

 -

 Accrued
 interest payable

 -

 3,014

 payable and accrued liabilities

 $
 917,703

 $
 1,256,479

 Note
5 – Debt

 The
following represents a summary of the Company's debt (notes payable – related parties, third party debt for notes payable
(including those owed on vehicles), and line of credit, including key terms, and outstanding balances at December 31, 2023 and 2022,
respectively.

 Notes
Payable – Related Parties

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

of Notes Payable Related Parties

 $
 -

 Advances

 5,267,500

 Debt
 discount/issue costs

 ( 1,608,900
)

 Amortization
 of debt discount/issue costs

 1,406,015

 ( 262,500
)

 $

 NOTES

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

of Company's Notes Payable Related Parties

 Notes
 Payable - Related Parties

 Note
 Holder

 Issue
 Date

 Maturity
 Date

 Issued with Debt

 Rate

 Default
 Interest Rate

 Collateral

 31,

 2023

 31,

 2022

 Note
 #1

 April
 19, 2023

 April
 19, 2024

 250,000

 10.00
 %

 18.00
 %

 All

 $
 1,500,000

 $
 -

 Note
 #2

 September
 22, 2023

 March
 22, 2024

 150,000

 A

 10.00
 %

 18.00
 %

 All

 600,000

 -

 Note
 #3

 October
 13, 2023

 13, 2024

 260,000

 B

 0.00
 %

 18.00
 %

 All

 320,000

 -

 Note
 #4

 July
 5, 2023

 5, 2024

 -

 8.00
 %

 18.00
 %

 All

 440,000

 -

 Note
 #5

 2, 2023

 2, 2024

 -

 8.00
 %

 18.00
 %

 All

 440,000

 -

 Note
 #6

 23, 2023

 23, 2024

 -

 8.00
 %

 18.00
 %

 All

 110,000

 -

 Note
 #7

 30, 2023

 29, 2024

 -

 8.00
 %

 18.00
 %

 All

 165,000

 -

 Note
 #8

 September
 6, 2023

 6, 2024

 -

 8.00
 %

 18.00
 %

 All

 220,000

 -

 Note
 #9

 September
 13, 2023

 13, 2024

 -

 8.00
 %

 18.00
 %

 All

 110,000

 -

 Note
 #10

 3, 2023

 3, 2024

 -

 8.00
 %

 18.00
 %

 All

 165,000

 -

 Note
 #11

 21, 2023

 21, 2024

 -

 8.00
 %

 18.00
 %

 All

 220,000

 -

 Note
 #12

 4, 2023

 4, 2024

 -

 8.00
 %

 18.00
 %

 All

 220,000

 -

 Note
 #13

 13, 2023

 13, 2024

 -

 8.00
 %

 18.00
 %

 All

 165,000

 -

 Note
 #14

 18, 2023

 18, 2024

 -

 8.00
 %

 18.00
 %

 All

 110,000

 -

 Note
 #15

 20, 2023

 20, 2024

 -

 8.00
 %

 18.00
 %

 All

 55,000

 -

 Note
 #16

 27, 2023

 27, 2024

 -

 8.00
 %

 18.00
 %

 All

 165,000

 -

 5,005,000

 -

 Less:
 unamortized debt discount

 202,885

 -

 $

 $
 -

 A

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

 B

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

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

 The
Company originally executed a six-month (6) note payable with a face amount of $ 1,500,000, less an original issue discount of $ 150,000,
along with an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000), resulting in net proceeds
of $ 1,210,000. The $ 290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest expense in
the accompanying consolidated statements of operations.

 NOTES

 In
connection with obtaining this debt, the Company also committed 250,000 shares of common stock to the lender as additional interest expense
(commitment fee). Under the terms of the agreement, only 100,000 shares of common stock were required to be issued on the commitment
date resulting in a fair value of $ 256,000 ($ 2.56 /share), based upon the quoted closing price. The Company recorded this amount as a
debt discount which is being amortized over the life of the note. Total discounts recorded aggregated $ 546,000.

 See
Note 8.

 In
October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023
to April 2024. At this time, the remaining 150,000 shares were issued to the lender.

 The
Company evaluated the modification of terms under ASC 470-50, "Debt - Modification and Extinguishment", and concluded that
the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted
in an extinguishment of the debt.

 Specifically,
on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater
than 10% different from the present value of the remaining cash flows under the original debt instrument.

 As
a result, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

of Loss on Debt Extinguishment

 Fair
 value of debt and common stock on extinguishment date *

 $
 1,791,000

 Fair
 value of debt subject to modification

 1,500,000

 Loss
 on debt extinguishment - related party

 $
 291,000

 *
 The Company valued the
 issuance of the 150,000 commitment shares at $ 291,000, based upon the quoted closing trading price on the date of modification
 ($ 1.94 /share).

 This
note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $ 1.54 and
(b) the lower of (i) the average VWAP over the ten (10) trading day period preceding conversion. Additionally, the note contains an anti-dilution
right in the form of a ratchet feature. If at the time of eligible conversion (only if Company is in default) common stock is sold or
other debt is converted into common stock at a price lower than the defined conversion price under the terms of this note, the conversion
price of this note will be reduced to the lower amount.

 The
Company has determined that in the event of default, the note at that time will be treated as a derivative liability subject to financial
reporting at fair value and related mark to market adjustments in subsequent reporting periods.

 NOTES

 This
note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),
all of the notes with this lender will be considered in default.

 At
December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

 This
lender is considered a related party since it has a greater than 5 % controlling interest in the Company's outstanding common stock.

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

 The
Company executed a six-month (6) note payable with a face amount of $ 600,000, less an original issue discount of $ 60,000, along with
an additional $ 28,900 in transaction related fees (total debt discount and issue costs in cash of $ 88,900), resulting in net proceeds
of $ 511,100.

 In
connection with obtaining this note, the Company also issued 150,000 shares of common stock to the lender having a fair value of $ 406,500,
based upon the quoted closing trading price ($ 2.71 /share).

 The
issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 495,400
which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

 See
Note 8.

 While
the note is initially due in March 2024, the Company has the right to extend the note by an additional six-months (6) to September 2024.

 Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously
issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater
of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the
ten (10) preceding trading days or a floor price of $ 0.70. Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will
be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

 The
Company has determined that in the event of default, the note at that time will be treated as a derivative liability subject to financial
reporting at fair value and related mark to market adjustments in subsequent reporting periods.

 This
note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),
all of the notes with this lender will be considered in default.

 NOTES

 At
December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

 This
lender is considered a related party since it has a greater than 5 % controlling interest in the Company's outstanding common stock.

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

 In
October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000, less an original issue discount of
$ 48,000, resulting in net proceeds of $ 272,000.

 In connection with obtaining this note, the Company was required to issue 260,000 shares of common stock to the lender
having a fair value of $ 539,760, based upon the quoted closing trading price ($ 2.076 /share). However, the issuance of these shares would
result in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement. These shares are classified
as common stock issuable in the accompanying consolidated balance sheets.

 The
future issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance
costs of $ 320,000
which is being amortized over the life of the note to interest expense. The aggregate discounts calculated above exceeded the face
amount of the note and therefore were limited to the face amount of the note totaling $ 320,000.

 Subsequent to December 31, 2023, pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 0.70. Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid.

 The
Company has determined that in the event of default, the note at that time will be treated as a derivative liability subject to financial
reporting at fair value and related mark to market adjustments in subsequent reporting periods.

 This
note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3),
all of the notes with this lender will be considered in default.

 At
December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

 This
lender is considered a related party since it has a greater than 5 % controlling interest in the Company's outstanding common stock.

 Subsequent to the year ended December
31, 2023, in January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended
to April 19, 2024, the Company is required to issue 180,000 shares of common stock. However, the issuance of these shares would result
in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement. These shares will be classified
as common stock issuable.

 The Company determined the fair value of these shares to be $ 270,000 ($ 1.50 /share), based upon the quoted closing
trading price. These shares will be recorded as additional interest expense.

 NOTES

 Notes
#4 - #16 - Notes Payable – Related Party - Material Stockholder greater than 20%

the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000,
less original issue discounts of $ 235,000, resulting in net proceeds of $ 2,350,000.

 These
notes are initially due two-months (2) from their issuance dates. If the notes reach maturity and are still outstanding, the notes and
related accrued interest will automatically renew for successive two-month (2) periods.

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

 The
lender is required to issue in writing any event of default. If an event of default occurs, all outstanding principal and accrued interest
will be multiplied by 150% and become immediately due. Additionally, if the Company raises $ 3,000,000 (debt or equity based), the entire
outstanding principal and accrued interest are immediately due.

 Finally,
in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common
stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70
 (the floor price). In the event such a conversion
were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

 At
December 31, 2023, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions
of the notes.

 This
lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 % stockholder in the Company.

 Note
Payable - Other

2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership) advanced unsecured working capital
funds (net proceeds after original issue discount of $ 12,500 was $ 250,000) to the Company. In 2023, the note principal of $ 262,500 along
with accrued interest of $ 13,125, aggregating $ 275,625 was repaid.

 NOTES

 Note
Payable (non-vehicles)

 The
following is a summary of the Company's note payable (non-vehicles) at December 31, 2023 and 2022, respectively:

of Notes Payable Non - Vehicles

 $
 -

 Face
 amount of note

 275,250

 Debt
 discount

 ( 25,250
)

 Amortization
 of debt discount

 9,729

 ( 133,289
)

 $
 126,440

 The
Company executed a note payable with a face amount of $ 275,250. Under the terms of the agreement, the lender will withhold 8.9 % of the
Company's daily funds arising from sales through the lender's payment processing services until the Company has repaid the
$ 275,250 (interest is $ 25,250 or approximately 10 % of the note amount). The $ 25,250 is considered a debt issuance cost and is being amortized
over the life of the note to interest expense in the accompanying consolidated statements of operations. The Company received net proceeds
of $ 250,000.

 The
following is a detail of the Company's note payable (non-vehicles) at December 31, 2023 and 2022, respectively:

 Notes
 Payable

 Issue
 Date

 Maturity
 Date

 Rate

 Default
 Interest Rate

 Collateral

 31,

 2023

 31,

 2022

 April
 16, 2023

 12, 2024

 *

 N/A

 All

 $
 141,961

 $
 -

 *

 initially 6.5 %, however, subject to change at each reporting period.

 Less:
 unamortized debt discount

 15,521

 -

 $
 126,440

 $
 -

 Notes
Payable - Vehicles

 The
following is a summary of the Company's notes payable for its vehicles at December 31, 2023 and 2022, respectively:

of Notes Payable for Vehicles

 $
 476,313

 Acquisition
 of vehicles in exchange for notes payable

 2,166,643

 ( 633,060
)

 2,009,896

 ( 836,618
)

 $
 1,173,278

 NOTES

 The
following is a detail of the Company's notes payable for its vehicles at December 31, 2023 and 2022, respectively:

of the Company's Notes Payable for Vehicles

 Notes
 Payable - Vehicles

 Issue
 Date

 Maturity
 Date

 Rate

 Default
 Interest Rate

 Collateral

 31,

 2023

 31,

 2022

 15, 2021

 15, 2025

 11.00
 %

 N/A

 This

 $
 28,370

 $
 40,976

 April
 9, 2019

 12, 2023

 7.44
 %

 N/A

 This

 -

 8,174

 April
 9, 2019

 12, 2023

 7.44
 %

 N/A

 This

 -

 6,986

 April
 9, 2019

 17, 2024

 4.90
 %

 N/A

 This

 1,873

 10,670

 15, 2021

 18, 2024

 3.50
 %

 N/A

 This

 37,823

 74,357

 16, 2021

 18, 2024

 3.50
 %

 N/A

 This

 37,023

 72,784

 11, 2022

 25, 2025

 3.50
 %

 N/A

 This

 40,911

 83,505

 11, 2022

 25, 2025

 3.50
 %

 N/A

 This

 40,911

 83,505

 11, 2022

 25, 2025

 3.50
 %

 N/A

 This

 40,911

 83,505

 11, 2022

 25, 2025

 3.50
 %

 N/A

 This

 40,911

 83,505

 8, 2022

 10, 2025

 3.50
 %

 N/A

 This

 43,046

 78,585

 8, 2022

 10, 2025

 3.50
 %

 N/A

 This

 43,046

 78,585

 8, 2022

 10, 2025

 3.50
 %

 N/A

 This

 43,944

 80,226

 8, 2022

 10, 2025

 3.50
 %

 N/A

 This

 43,045

 78,585

 April

 April

 3.50
 %

 N/A

 This

 50,157

 86,271

 April

 April

 3.50
 %

 N/A

 This

 50,157

 86,271

 April

 April

 3.50
 %

 N/A

 This

 51,157

 86,270

 April

 April

 3.50
 %

 N/A

 This

 50,862

 87,481

 April

 April

 3.50
 %

 N/A

 This

 50,925

 87,594

 April

 April

 3.50
 %

 N/A

 This

 50,925

 87,594

 April

 April

 3.50
 %

 N/A

 This

 50,925

 87,594

 April

 April

 3.50
 %

 N/A

 This

 50,925

 87,594

 4, 2022

 18, 2025

 4.99
 %

 N/A

 This

 20,837

 32,536

 4, 2022

 18, 2025

 4.99
 %

 N/A

 This

 20,838

 32,536

 1, 2021

 11, 2025

 4.84
 %

 N/A

 This

 17,913

 26,578

 1, 2021

 11, 2025

 0.00
 %

 N/A

 This

 18,572

 28,261

 1, 2021

 11, 2025

 0.00
 %

 N/A

 This

 18,572

 28,261

 June
 1, 2022

 May
 23, 2026

 0.90
 %

 N/A

 This

 24,035

 33,813

 June
 1, 2022

 May
 23, 2026

 0.90
 %

 N/A

 This

 24,032

 33,813

 April
 27, 2022

 May
 10, 2027

 9.05
 %

 N/A

 This

 107,047

 132,246

 April
 27, 2022

 May
 1, 2026

 8.50
 %

 N/A

 This

 73,585

 101,237

 1,173,278

 2,009,896

 Less:
 current portion

 819,788

 811,516

 Long
 term portion

 $
 353,490

 $
 1,198,380

 NOTES

 Debt
Maturities

 The
following represents the maturities of the Company's various debt arrangements for each of the five (5) succeeding years and thereafter
as follows:

of Maturities of Long Term Debt

 For
 the Year Ended December 31,

 Notes

 Payable
 - Related Parties

 Notes
 Payable

 Vehicles

 Total

 2024

 $

 $
 126,440

 $
 819,788

 $
 5,748,343

 2025

 -

 -

 282,212

 282,212

 2026

 -

 -

 55,827

 55,827

 2027

 -

 -

 15,451

 15,451

 Total

 $

 $
 126,440

 $
 1,173,278

 $
 6,101,833

 Line
of Credit

 On
December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement
(the "Line of Credit") with City National Bank of Florida.

to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of
the Bank. The Credit Limit was $ 0 and $ 3,000,000 at December 31, 2023 and 2022, respectively.

borrowings under the line of credit were $ 0 and $ 3,000,000 at December 31, 2023 and 2022, respectively.

 The
line of credit was repaid in September 2023 for $ 1,008,813 (principal of $ 1,000,000 plus accrued interest of $ 8,813).

 To
secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held
in the Company's investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio during
the second quarter of 2023.

 The
amount outstanding under the Line of Credit bore interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit)
in effect each day. Interest was due and payable monthly in arrears.

 The
interest rate on the Line of Credit was 5.75 % at December 31, 2022.

 The
Bank could, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding line of credit.

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

 NOTES

 Note
6 – Fair Value of Financial Instruments

 The
Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate
level in which to classify them for each reporting period. This determination requires significant judgments to be made.

 The
Company did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2023. As noted above, all
of the Company's corporate bonds were measured at fair value at December 31, 2022.

 Note
7 – Commitments and Contingencies

Leases

 We
have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with
ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease
liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating,
with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to
classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and
rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control,
the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine
if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement,
which is the date when the underlying asset is made available for use by the lessor.

 Right-of-use
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of
lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement
to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental
borrowing rate based on market sources including relevant industry data.

 NOTES

 We
have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and
non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct
sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of
transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately,
would be classified as an operating lease.

 We
have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception
and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities
are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not
provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date
in determining the present value of lease payments.

 Our
leases, where we are the lessee, do not include an option to extend the lease term. For purposes of calculating lease liabilities, lease
term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

 Lease
expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component
of general and administrative expenses, in the accompanying consolidated statements of operations.

 Certain
operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments
were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement
date. Differences between the calculated lease payment and actual payment are expensed as incurred.

 At
December 31, 2023 and 2022, respectively, the Company had no financing leases as defined in ASC 842, "Leases."

 On
December 3, 2021, the Company signed a lease for 5,778 square feet of office space, for occupancy effective January 1, 2022. The lease
term is 39 months, and the total monthly payment is $ 21,773, including base rent, estimated operating expenses and sales tax.

 The
initial base rent of $ 14,743 including sales tax was abated for months 1, 13 and 25 of the lease and is subject to a 3% annual increase.
An initial Right of Use ("ROU") asset of $ 735,197 was recognized as a non-cash asset addition.

 NOTES

 The
 tables below present information regarding the Company's operating lease assets and liabilities at December 31, 2023 and
2022, respectively:

of Operating Lease Assets and Liabilities

 31,

 2023

 31,

 2022

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

 $
 297,394

 $
 521,782

 $
 316,008

 $
 546,022

 remaining lease term (years)

 1.25

 2.25

 discount rate

 %

 %

 The
components of lease expense were as follows:

of Components of Lease Expense

 31,

 2023

 31,

 2022

 lease costs

 -

 -

 Amortization
 of right-of-use operating lease asset

 $
 224,388

 $
 213,415

 Lease
 liability expense in connection with obligation repayment

 21,389

 $
 32,362

 Total
 operating lease costs

 $
 245,777

 $
 245,777

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

 cash outflows from operating lease (obligation payment)

 $
 251,403

 $
 246,538

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

 $
 -

 $
 735,197

 NOTES

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

of Future Minimum Payments Under Non-Cancellable Leases

 2024

 $
 256,414

 2025

 69,421

 2026

 2027

 Total
 undiscounted cash flows

 325,835

 Less:
 amount representing interest

 ( 9,827
)

 Present
 value of operating lease liability

 316,008

 Less:
 current portion of operating lease liability

 246,880

 Long-term
 operating lease liability

 $
 69,128

Lease – Related Party

 On
August 1, 2023, the Company signed a lease for 1,200 square feet of office space owned by the Company's Chief Technology
Officer. The lease term is 48 months, and the total monthly payment is $ 6,955, including base rent, estimated operating expenses
and sales tax.

 The
lease is subject to a 3% annual increase. An initial Right of Use ("ROU") asset of $ 316,557 was recognized as a non-cash
asset addition.

 The
tables below present information regarding the Company's operating lease assets and liabilities – related party at December 31,
2023 and 2022, respectively:

of Operating Lease assets and Liabilities

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

 $
 286,397

 $
 -

 $
 287,994

 $
 -

 remaining lease term (years)

 3.58

 -

 discount rate

 %

 -

 The components of lease expense were as follows:

of Components of Lease Expense

 lease costs

 Amortization
 of right-of-use operating lease asset

 $
 30,160

 $
 -

 Lease
 liability expense in connection with obligation repayment

 6,212

 $
 -

 Total
 operating lease costs

 $
 36,372

 $
 -

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

 cash outflows from operating lease (obligation payment)

 $
 34,775

 $
 -

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

 $
 316,557

 $
 -

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

of Future Minimum Payments Under Non-Cancellable Leases

 2024

 $
 84,503

 2025

 87,038

 2026

 89,650

 2027

 53,199

 Total
 undiscounted cash flows

 314,390

 Less:
 amount representing interest

 ( 26,396
)

 Present
 value of operating lease liability

 287,994

 Less:
 current portion of operating lease liability

 72,034

 Long-term
 operating lease liability

 $
 215,960

 Employment
Agreements

2023, the Company executed employment agreements with certain of its officers and directors. These agreements contain various compensation
arrangements pertaining to the issuance of stock and cash. The stock portion of the compensation contains vesting provisions and are
recorded as earned.

 For
more information on these agreements see related Form 8K's filed on:

 10, 2023 (Non-Independent Director),

 April
 19, 2023 (Chief Technology Officer) ("CTO"); and

 April
 24, 2023 (Interim Chief Executive Officer) ("ICEO")

 Non-Independent

 In
February 2023, the Company's non-independent director received 10,417 shares of common stock, having a fair value of $ 40,000, based
upon the quoted closing price ($ 3.84 /share). This expense was recorded as a component of general and administrative expenses for the
year ended December 31, 2023.

 Chief
Technology Officer

 In
April 2023, the Company's CTO was entitled to receive up to 325,000 shares of common stock, subject to vesting provisions for services
rendered. These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 2.56 /share).

 For
the year ended December 31, 2023, the CTO vested in 260,000 shares of common stock, having a fair value of $ 665,600. Additionally, the
remaining 65,000 shares vest 32,500 in April 2024 and 2025, respectively. A corresponding expense totaling $ 52,000 was recorded for those
shares ( 65,000) which were part of this employment agreement that had not yet vested. Total expense recorded during the year ended December
31, 2023 for the CTO was $ 717,600.

 NOTES

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

 The
Company has filed several Form 8K's during July and August 2023 related to the hiring and termination of various officers, directors
and board members.

 Board
Directors (New Board Members)

 In
2023, the Company granted various board directors an aggregate of 220,840 shares of common stock having a fair value of $ 455,000 on the
grant date based upon the quoted closing trading price ($ 1.98 - $ 2.21 /share). All shares will vest in June 2024 at the Company's
annual meeting.

 The
Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services are being provided.

 Board
Directors (Former Board Members)

 The
Company recognized an expense of $ 207,083 related to the vesting of shares over the term in which services were being provided in 2023
(through June 2023 prior to termination, these awards had been fully vested).

 Contingencies
– Legal Matters

 The
Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal
matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities
for potential insurance or third-party recoveries.

 As
of December 31, 2023 and 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require
accrual or disclosure.

 NOTES

 Note
8 – Stockholders' Equity (Deficit)

 At
December 31, 2023 and 2022, respectively, the Company had two (2) classes of stock:

Stock

 -

 5,000,000
 shares authorized

 -

 none
 issued and outstanding

 -

 Par
 value - $ 0.0001

 -

 Voting
 – none

 -

 Ranks
 senior to any other class of preferred stock

 -

 Dividends
 - none

 -

 Liquidation
 preference – none

 -

 Rights
 of redemption - none

 -

 Conversion
 - none

Stock

 -

 50,000,000
 shares authorized

 -

 4,776,531
 and 3,335,674 shares issued and outstanding at December 31, 2023 and 2022, respectively

 -

 Par
 value - $ 0.0001

 -

 Voting
 at 1 vote per share

and Incentive Plans

 See
Schedule 14A Information Statements filed with the US Securities and Exchange Commission for complete details of the Company's
Stock Incentive Plans. All issuances under these Plans has been noted below for the years ended December 31, 2023 and 2022, respectively.

 NOTES

Transactions for the Year Ended December 31, 2023

 Stock
Issued for Cash

 The
Company sold 8,393 shares of common stock for $ 25,308 ($ 3.06 – 3.53 /share) through at the market ("ATM") sales via
a sales agent who was eligible for commissions of 3 % for any sales of common stock made. The Company also paid $ 25,308 in related expenses
as direct offering costs in connection with the sale of these shares.

 Stock
Issued for Services – Related Parties

 The
Company issued an aggregate 672,464 shares of common stock to a Company officer as well various board members for services rendered,
having a fair value of $ 1,215,365 ($ 1.75 – $ 3.51 /share), based upon the quoted closing trading price. The issuance of these shares
was pursuant to vesting.

 Stock
Issued for Services

 The
Company issued 100,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 1.92 - $ 4.79 /share),
based upon the quoted closing trading price.

 Stock
Issued for Debt Issuance Costs – Related Party

 Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable)

 The
Company issued 660,000
 shares of common stock in connection with the
issuance notes payable (See Note 5), having a fair value of $ 919,500
 ($ 2.07
 - $ 2.71 /share),
based upon the quoted closing trading price.

 Of
the total 660,000 shares issued, 260,000 shares remain unissued (common stock issuable) since the issuance of these shares would give
this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement. See Note 5.

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

Transactions for the Year Ended December 31, 2022

 Stock
Issued for Services – Related Parties

 The
Company issued 45,932 shares of common stock to certain officers and directors for services rendered, having a fair value of $ 1,309,524
($ 28.51 /share), based upon the quoted closing trading price. The recipients were subject to vesting provisions in connection with their
restricted stock grants, and in certain cases, for any individual that was terminated, related shares may have received accelerated vesting.

 Stock
Issued for Services

 The
Company issued 4,268 shares of common stock for services rendered, having a fair value of $ 102,759 ($ 24.08 /share), based upon the quoted
closing trading price.

 NOTES

 Stock
Issued for Acquisition

 The
Company issued 5,040 shares of common stock in connection with the acquisition of Full Service Fueling, having a fair value of $ 50,000
($ 9.92 /share), based upon the quoted closing trading price.

 Restricted
Stock and Related Vesting

 A
summary of the Company's nonvested shares (due to service based restrictions) as of December 31, 2023 and 2022, is presented below:

 Schedule of Company Nonvested Shares

 Non-Vested

 of

 Gant Date
 Fair Value

 39,698

 $
 3.27

 120,850

 5.04

 ( 50,693
)

 21.52

 ( 4,375
)

 16.00

 105,480

 0.56

 826,384

 2.31

 ( 261,745
)

 2.69

 ( 384,278
)

 2.21

 285,841

 $
 2.17

 The
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.

 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 consolidated statements of operations.

 The
Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share based
compensation is reversed on the date of forfeiture, which is typically due to service termination.

 At
December 31, 2023, unrecognized stock compensation expense related to restricted stock was $ 324,134, which will be recognized over a
weighted-average period of 1.27 years

 NOTES

 Stock
Options

 Stock
option transactions for the years ended December 31, 2023 and 2022 are summarized as follows:

of Stock Option Activity

 Stock
 Options

 of
 Options

 Exercise Price

 Remaining
 Contractual
 Term (Years)

 Aggregate

 Intrinsic
 Value

 Grant
 Date
 Fair Value

 21,923

 $
 14.24

 3.25

 $
 -

 $
 -

 and Exercisable - December 31, 2021

 21,923

 $
 14.24

 3.25

 $
 -

 $
 -

 and non-exercisable - December 31, 2021

 -

 $
 -

 -

 $
 -

 $
 -

 71,558

 $
 5.59

 $
 4.99

 Exercised

 -

 -

 -

 -

 93,481

 $
 7.62

 3.68

 $
 -

 $
 -

 and Exercisable - December 31, 2022

 64,823

 $
 8.45

 3.47

 $
 -

 $
 -

 and non-exercisable - December 31, 2022

 28,658

 $
 5.74

 4.16

 $
 -

 $
 -

 254,824

 $
 6.97

 $
 0.29

 Exercised

 -

 $
 -

 ( 348,306
)

 $
 7.14

 -

 $
 -

 -

 $
 -

 $
 -

 and Exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 $
 -

 and non-exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 $
 -

 Year
Ended December 31, 2023

 The
Company granted 254,825 stock options, having a fair value of $ 73,920.

 Of
the total, 54,825 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000. These options were fully
vested on the grant date.

 The
remaining 200,000 options were granted to consultants for a project that was cancelled in 2023. As a result, the Company recorded a grant
date fair value of $ 23,920. All previously recorded stock based compensation ($ 7,973) was reversed in 2023. There was a net effect of
$ 0 on the consolidated statements of operations for this grant.

 NOTES

 The
fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions:

 Schedule of Fair Value Assumptions

 term (years)

 5.00

 volatility

 59 %
 - 62 %

 dividends

 %

 Risk
 free interest rate

 4.00
 %

 In,
2023, the Company determined that all outstanding options previously granted were held by former officers, directors and employees. None
of these individuals had timely exercised their options post termination in an allowable time period, resulting in the cancellation and
forfeiture of any issued and outstanding amounts held.

 Year
Ended December 31, 2022

 The
Company granted 71,558 stock options, having a fair value of $ 357,400.

 Of
the total, 65,308 stock options were granted to certain former officers and directors for services to be rendered, having a fair value
of $ 350,000.

 Of
these total options granted, 28,572 options were fully vested ($ 153,125), the remaining 36,736 were subject to cancellation due to termination
of services. In 2023, the Company reversed previously recorded stock based compensation of $ 9,375, which was reversed due to non-vesting
in these service based grants. Due to some of these options being cancelled during the third quarter of 2023, an additional $ 14,063 was
also reversed due to non-vesting in those service based grants.

 The
remaining 6,250 stock options were granted to a consultant for services to be rendered, having a fair value of $ 7,400. Only 3,125 options
having a fair value of $ 3,700 vested. The remaining 3,125 options ($ 3,700) will not vest and no additional compensation was recorded.

 The
fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions:

 term (years)

 5.00

 volatility

 %

 dividends

 %

 Risk
 free interest rate

 1.64
 %

 NOTES

 Stock-Based

 Stock-based
compensation expense for the years ended December 31, 2023 and 2022 and 2022 included those amounts associated with vesting of common
stock and options of $ 1,525,146 and $ 1,412,283, respectively with various officers and directors.

 These
amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their
awards, in which the Company recorded previously recognized expense. These amounts were insignificant.

 Of
the totals above, $ 1,215,365 and $ 694,524 were for related parties for the years ended December 31, 2023 and 2022, respectively.

 Warrant
activity for the years ended December 31, 2023 and 2022 are summarized as follows:

of Stock Warrant Activity

 of

 Exercise Price

 Remaining
 Contractual
 Term (Years)

 Aggregate
 Intrinsic
 Value

 $
 4.15

 3.22

 $
 -

 and Exercisable - December 31, 2021

 $
 4.15

 3.22

 $
 -

 -

 $
 -

 -

 $
 -

 -

 Exercised

 -

 -

 $
 4.15

 2.22

 $
 82,756

 and Exercisable - December 31, 2022

 $
 4.15

 2.22

 $
 82,756

 -

 $
 -

 -

 $
 -

 -

 Exercised

 -

 -

 $
 4.15

 1.22

 $
 36,030

 and Exercisable - December 31, 2023

 $
 4.15

 1.22

 $
 36,030

 and non-exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 NOTES

 Note
9 – Acquisition

 On
March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling ("Seller"), a mobile fueling
service provider, for (a) a net amount of $ 321,250 cash after a credit of $ 3,750, and (b) 5,040 common shares, with a value of $ 50,000
based upon the quoted closing price. Further, the Purchase Agreement includes provisions wherein the Company agrees to utilize Seller's
affiliate Palmdale Oil Company, Inc. ("Palmdale") as one if its main fuel suppliers throughout the state of Florida, with
preferred pricing on all fuel purchases. Palmdale will also provide the Company with access to vehicle parking at their locations throughout
the state in order to support the expansion of the Company's mobile fueling business. This acquisition was considered an acquisition
of a business under ASC 805.

 A
summary of the purchase price allocation at fair value is below:

 Schedule of Purchase Price Allocation at Fair Value

 Consideration
 paid

 Cash

 $
 321,250

 stock

 50,000

 Fair
 value of consideration transferred

 $
 371,250

 Recognized
 amounts of identifiable assets acquired

 Vehicles

 153,000

 Customer
 list

 66,413

 Loading
 rach license

 58,857

 Other
 identifiable intangibles

 56,124

 Total
 assets acquired

 334,394

 Goodwill

 $
 36,856

 The
vehicles are being depreciated over their estimated useful lives. Goodwill of $ 36,856 is primarily related to factors such as synergies
and market share. Goodwill is not deductible for tax purposes. Transaction costs related to the acquisition were not material.

 All
of the remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022. At December 31, 2023, the vehicles
acquired are still in service.

 NOTES

 Note
10 – Material Definitive Agreement as Amended and Reverse Acquisition

 Entry
into Material Definitive Agreement Related Party – as Amended and Restated

 On
August 10, 2023, the Company, the members (the "Members") of NextNRG Holding Corp ("Next Charging") and
Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the "Exchange
Agreement"), pursuant to which the Company agreed to acquire from the Members 100 %
of the membership interests of Next Charging (the "Membership Interests") in exchange for up to 100,000,000
shares of common stock.

 This
agreement was amended on November 2, 2023, as follows:

 -

 35,000,000
 shares of common stock will vest upon the closing of the acquisition of Next Charging,

 -

 35,000,000
 shares of common stock will vest upon the acquisition of the first target; and

 -

 30,000,000
 shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid,
 and/or battery storage system.

 As
an additional condition to be satisfied prior to the Closing, Next Charging is also required to take actions to record the assignment
to itself of a patent mentioned in the Amended and Restated Exchange Agreement.

 Next
Charging is a renewable energy company formed by Michael D. Farkas. Next Charging has plans to develop and deploy wireless electric vehicle
charging technology coupled with battery storage and solar energy solutions.

 Upon
Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman
of the Company. Mr. Farkas is the managing member and CEO of Next Charging. Mr. Farkas is also the beneficial owner of approximately
 20 % of the Company's issued and outstanding common stock.

 The
Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate
of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares
of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and
(iv) compliance with the rules and regulations of The Nasdaq Stock Market.

 At
the time of closing, there will be a change in control, in a transaction treated as a reverse acquisition. See Form 8-K filed on November
2, 2023 for additional information.

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

 NOTES

 At
December 31, 2023 and the date of these financial statements, the agreement has not yet closed.

 Note
11 – Income Taxes

 The
Components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were approximately as follows:

of Deferred Tax Assets and Liabilities

 31,

 2023

 31,

 2022

 Tax Assets

 Stock
 based compensation

 $
 142,000

 $
 203,000

 Intangibles

 719,000

 908,000

 Net
 operating loss carryforward

 10,775,000

 8,147,000

 Lease
 liabilities

 80,000

 138,000

 Capitalized
 research expenditures

 367,000

 354,000

 Bad
 debt reserve

 21,000

 -

 Other

 9,000

 8,000

 Total
 deferred tax assets

 12,113,000

 9,758,000

 Tax Liabilities

 Depreciation

 ( 683,000
)

 ( 872,000
)

 Prepaid

 ( 47,000
)

 ( 34,000
)

 Right-of-Use
 asset

 ( 75,000
)

 ( 132,000
)

 Total
 deferred tax liabilities

 ( 805,000
)

 ( 1,038,000
)

 Tax Assets

 11,308,000

 8,720,000

 Less:
 valuation allowance

 ( 11,308,000
)

 ( 8,720,000
)

 tax asset - net

 $
 -

 $
 -

 The
components of the income tax benefit and related valuation allowance for the years ended December 31, 2023 and 2022 was approximately
as follows:

of Income Tax Benefit and Related Valuation Allowance

 31,

 2023

 31,

 2022

 Current

 $
 -

 $
 -

 ( 2,588,000
)

 ( 4,149,000
)

 Total
 income tax provision (benefit)

 ( 2,588,000
)

 ( 4,149,000
)

 Less:
 valuation allowance

 2,588,000

 4,149,000

 Total Tax Provision

 $
 -

 $
 -

 NOTES

 A
reconciliation of the provision for income taxes for the years ended December 31, 2023 and 2022 as compared to statutory rates was approximately
as follows:

of Reconciliation of Provision for Income Taxes

 31,

 2023

 31,

 2022

 Federal
 income tax expense (benefit) - 21 %

 $
 ( 2,199,000
)

 $
 ( 3,676,000
)

 State
 income tax expense (benefit) - 4.35 % - net of federal effect

 ( 455,000
)

 ( 761,000
)

 Permanent
 differences - net

 ( 25,000
)

 255,000

 adjustments

 91,000

 33,000

 Change
 in valuation allowance

 2,588,000

 4,149,000

 Income
 tax expense (benefit)

 $
 -

 $
 -

 Federal
net operating loss carry forwards at December 31, 2023 and 2022 were approximately as follows:

of Operating Loss Carry Forwards

 $
 43,000,000

 $
 33,000,000

 The
Company reviews its filing positions for all open tax years in all U.S. Federal and State jurisdictions where the Company is required
to file. The tax years subject to examination include the years 2020 and forward.

 There
are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income
tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax
liability would be reported as income taxes. The Company's conclusions regarding uncertain tax positions may be subject to review
and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.

 Note
12 – Subsequent Events

 Notes
Payable Related Party – Material Stockholder greater than 20%

 Subsequent
to December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000, less original
issue discounts of $ 125,000, resulting in net proceeds of $ 1,250,000.

 These
notes are initially due two-months (2) from their issuance dates. If the notes reach maturity and are still outstanding, the notes and
related accrued interest will automatically renew for successive two-month (2) periods.

 NOTES

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

 In connection with obtaining these notes, the Company also issued 156,000
shares of common stock to the lender, which will be accounted for as a debt discount.

 The
lender is required to issue in writing any event of default. If an event of default occurs, all outstanding principal and accrued interest
will be multiplied by 150% and become immediately due. Additionally, if the Company raises $ 3,000,000 (debt or equity based), the entire
outstanding principal and accrued interest are immediately due.

 Finally,
in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common
stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70
 (the floor price). In the event such a conversion
were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

 This
lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 % stockholder in the Company.

 See Note 5 for all other related note issuances with
this lender.

 NASDAQ
– Continued Listing Rule or Standard

 As
previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the "Staff")
of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company's stockholders' equity did not comply with
the minimum $ 2,500,000 stockholders' equity requirement for continued listing set forth in Listing Rule 5550(b) (the "Equity
Rule"). Upon submission of the Company's plan to regain compliance, the Staff granted the Company an extension until February
20, 2024 to comply with this requirement.

 On
February 21, 2024, the Company received a delist determination letter (the "Delist Letter") from the Staff advising the Company
that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its
proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

 The
Company has requested an appeal for the Staff's determination. The hearing has been scheduled for May 2, 2024. At the hearing,
the Company intends to present its plan for regaining compliance with the Equity Rule and may request a further extension to
complete the execution of its plan. No assurance can be provided that Nasdaq will ultimately accept the Company's plan or that
the Company will ultimately regain compliance with the Equity Rule.

 See
Form 8-K filed on February 23, 2024.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 There
were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and their respective interim periods.

 Item
9A. Controls and Procedures

 Management's
Report on Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer (also our Principal Executive Officer) and our Chief Financial Officer (also our Principal Financial
and Accounting Officer) to allow for timely decisions regarding required disclosure.

 As
of December 31, 2023, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with
the participation of our Chief Executive Officer and Chief Financial Officer (also our Principal Executive and Financial Reporting and
Accounting Officers), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing,
our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
the end of the period covered by this annual report.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility estimates
and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized
use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit
the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment,
our management used the criteria set forth in the report entitled " Internal Control — Integrated Framework "
published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Our management has concluded that,
as of December 31, 2022, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting
principles. Our management reviewed the results of their assessment with our Board of directors.

 Inherent
Limitations on Effectiveness of Controls

 Internal
control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for
advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,
and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject
to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented
by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process
and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

in Internal Control over Financial Reporting

 The
fundamental controls and control processes remained consistent with prior years during the year ended December 31, 2023. There have been
no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2022, that have materially
or are reasonably likely to materially affect our internal controls over financial reporting.

 Item
9B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following table sets forth the names and ages of all of our directors and executive officers. Our Board of Directors is currently comprised
of seven members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their
earlier resignation or removal. Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of
Directors.

 Name

 Age

 Position

 Levy

 Interim
 Chief Executive Officer, Principal Executive Officer & Director

 Handelman

 Chief
 Financial Officer, Principal Financial and Accounting Officer

 Avi
 Vaknin

 Chief
 Technology Officer

 Daniel
 Arbour

 Jack
 Leibler

 Bennet
 Kurtz

 Sean
 Oppen

 The
principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers
are as follows:

Levy (Interim CEO, Principal Executive Officer and Director)

 Yehuda,
age 30, is one of EzFill's founders, who had the vision to start a mobile fueling company to service clients initially in
Miami Beach back in 2016. He is a graduate of Yeshiva University with a major in Math and Economics and a minor in Finance. He has
been working in the mobile fueling industry since its inception and understands every facet of the Company's sales and
operations and how to maximize its opportunities for growth. In 2019, he sold the client base and other assets of his company to
EzFill. Levy stayed on post-acquisition and has been an integral part of the Company ever since. He has served in various roles in
Operations, Finance, Sales, and Marketing, including most recently as Vice-President, Operations through the date of this
appointment to interim CEO.

Handelman (CFO, Principal Financial Officer, Principal Accounting Officer)

 Mr.
Michael Handelman, age 64, has served as an independent consultant with chief financial officer duties since July 2015. Since
July 2015, he has managed the securities reporting, year-end and interim closings, consolidated financial reporting, financial planning
and day-to-day accounting operations of companies and their subsidiaries. From February 2011 to June 2015, Mr. Handelman was the CFO
of a biopharmaceutical company. Mr. Handelman holds a Bachelor of Science in accounting and holds an inactive certified public accountant
license.

 Avi
Vaknin (CTO)

 Mr. Avi Vaknin,
age 45, has extensive experience in developing startups and rapid growth in the technology market. Vaknin holds a bachelor's
degree in computer science from the Hebrew University in Israel. After serving in the Israeli military, he worked at Intel
Technology in Israel, leading the training team and helping Intel Israel with the production of the Pentium CPU used in many devices
today. This experience honed his skills in cybersecurity and technology and gave him invaluable experience in the semiconductor
industry. In 2004, Vaknin founded Telx Technologies, a company specializing in advanced system design, cybersecurity, cloud
computing, cloud telecom, and custom software application programming.

 Daniel
Arbour (Director)

Mr. Arbour, age 40, has over 16 years of experience in building multi-disciplinary high performance work teams and working with board members
to ensure corporate and organizational deliverables are established. From 2018 to 2022, Mr. Arbour was the CEO of Shell Tap Up, a mobile
fueling company, where he managed other executives and more than 300 employees in cross-functional roles.

 Mr.
Jack Leibler (Independent Director)

 Mr.
Jack Leibler, age 83, previously served as an adjunct professor at New York University. In 1964, Mr. Leibler graduated from Yale Law School and
was admitted to the state bar of New York in 1965. From 1965 to 1972, Mr. Leibler worked at various law firms. From 1972 to 1998, Mr.
Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs. Upon retiring
from the Port Authority of New York and New Jersey, Mr. Leibler began a consulting company, consulting large private interests through
2013. Since 2016, Mr. Leibler has been retired. Mr. Leibler's term as a member of the Board will continue until its expiration
or renewal at the Company's next annual meeting of shareholders or until his earlier resignation or removal.

 Bennett
Kurtz (Independent Director)

 Mr.
Kurtz, age 63, has been the president and chief executive officer of Kurtz Financial Group, a privately held venture
capital/investment banking firm, since July 2001. From January 2020 to March 2023, Mr. Kurtz was the CFO of First Phosphate Corp.,
he now serves as the chief administrative officer. Mr. Kurtz's term as a member of the Board will continue until its
expiration or renewal at the Company's next annual meeting of shareholders or until his earlier resignation or
removal.

 Sean
Oppen (Independent Director)

Mr. Sean Oppen, age 49, has been a managing member of Strategic Exchange Management, LLC since 2002. Mr. Oppen has experience in evaluating
international investment and lending opportunities in small to medium size businesses.

 Family
Relationships and Other Arrangements

 There
are no family relationships among our directors and executive officers. Other than as set forth above, there are no arrangements or understandings
between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as
a director or executive officer.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, during the last ten years, none of our directors or executive officers (including those of our subsidiaries) have:

 had
 a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
 the time of the bankruptcy or within two years prior to that time;

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor
 offenses;

 been
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
 or banking activities;

 been
 found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, or SEC, or the Commodities
 Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
 suspended or vacated; and

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization,
 any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
 or persons associated with a member.

 The
Board's Role in Risk Oversight

 The
Board as a whole actively oversees management of the Company's risks and looks to its audit committee, as well as senior management,
to support the Board's oversight role. The Company's Audit Committee assists with oversight of financial risks. The full
Board regularly receives information through committee reports and from members of senior management on areas of material risk to the
Company, including operational, financial, legal and regulatory, technical and strategic risks.

 Meetings
and Committees of the Board of Directors

 Our
business, property and affairs are managed under the direction of our Board of Directors. Our Board of Directors provides management
oversight, helps guide the Company on strategic planning and approves the Company's operating budgets. Our independent directors
meet regularly in executive sessions. Members of our Board are kept informed of our business through discussions with our Chief Executive
Officer and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings
of the Board and its committees.

 Our
Board holds regularly scheduled quarterly meetings. In addition to the quarterly meetings, typically there is at least one other regularly
scheduled meeting and other communication each year.

 Board
Committees

 Our
Board has established an Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.

 Each
of the above-referenced committees operates pursuant to a formal written charter. The charters for these committees, which have been
adopted by our Board, contain a detailed description of the respective committee's duties and responsibilities and are available
on our website at  under the "Investors – Governance" tab.

 Below
is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts
or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of the
Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee meet the independence requirements under the
NASDAQ's current listing standards and each member is free of any relationship that would interfere with his individual exercise
of independent judgment.

 The
Audit Committee

 The
Audit Committee assists the Board of Directors in its oversight of the integrity of the Company's accounting, auditing, and reporting
practices. The Audit Committee's responsibilities include: (1) to select and retain the Company's independent auditors, (2)
to approve all audit, and permitted non-audit and tax services that may be provided by the independent auditors, and establish policies
and procedures for pre-approval of permitted services by the Company's independent auditors or other registered public accounting
firms on an on-going basis (3) to review and discuss with the Company's independent auditors and management the Company's
annual audited financial statements (including the related notes), (4) to recommend to the Board that the audited financial statements
and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section be included
in the Company's Form 10-K and whether the Form 10-K should be filed with the SEC; and to produce the audit committee report required
to be included in the Company's proxy statement, (5) to review and discuss with the Company's independent auditors and management
the Company's quarterly financial statements and the disclosure under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section to be included in the Company's quarterly report on Form 10-Q before the Form
10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC, (6) to review and discuss with management and the Company's
independent auditors, the Company's earnings press releases, and (7) to establish and oversee the Company's anonymous complaint
policy contained within the Company's Code of Business Conduct and Ethics regarding the confidential, anonymous submission by employees
of reports regarding questionable accounting practices, internal accounting controls or auditing matters and the investigation, disposition
and retention of such reports.

 The
Audit Committee is comprised of three directors appointed by the Board of Directors. Each of the committee members who are currently
serving, Messrs. Leibler, Kurtz, and Oppen, satisfy the independence and financial management expertise requirements of NASDAQ's
Audit Committee Policy.

 The
Board of Directors has determined that Mr. Kurtz is an "audit committee financial expert" within the meaning of Section 407
of the Sarbanes-Oxley Act of 2002 and Item 407(d)(5) of Regulation S-K. For a description of Mr. Kurtz's relevant experience, please
see his biographical information above.

 The
Compensation Committee

 Our
Board formed a Compensation Committee comprised of members who are "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and "outside directors" within the
meaning of Section 162(m) of the Code. They are also "independent" directors within the meaning of Nasdaq Rule 5605(b)(1).
The Compensation Committee's responsibilities include: (1) to review and approve all corporate goals and objectives applicable
to the compensation of the CEO, evaluate annually the CEO's performance in light of those goals and determine and approve the CEO's
compensation level based on its evaluation, (2) to review and approve compensation of all other executive officers, (3) to review, approve
incentive compensation and equity based plans and administer the Company's incentive compensation and equity based plans, (4) to
review and discuss with management the Company's compensation discussion and analysis and recommend inclusion in the Company's
annual report and proxy statement, (5) to review and approve any employment agreements, severance agreements or plans for the CEO and
other executive officers, (6) to determine stock ownership guidelines for the CEO or other executive officers and monitor compliance
with such guidelines, (7) to review and recommend to the Board for approval the frequency with which the Company will conduct Say-on-Pay
Votes and review and approve the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in the
Company's proxy statement, and (8) to review all director compensation and benefits.

 Mr.
Leibler serves as Chairman of the Compensation Committee and is joined by Messrs. Oppen and Kurtz.

Committee Interlocks and Insider Participation

 The
members of the Compensation Committee for the year ended December 31, 2023 were Mr. Leibler (Chair) and Messrs. Oppen and Kurtz. No member
of the Compensation Committee was at any time during 2023, or formerly, an officer or employee of the Company or any subsidiary of the
Company. No executive officer of the Company has served as a director or member of a compensation committee (or other committee serving
an equivalent function) of any other entity while an executive officer of that other entity served as a director of the Company or member
of the Compensation Committee.

Governance and Nominating Committee

 Our
Board formed a Corporate Governance and Nominating Committee. The committee is required to be comprised of entirely "independent"
directors within the meaning of Nasdaq Rule 5605(b)(1). The responsibilities of the Corporate Governance and Nominating Committee include:
(1) to determine the qualifications, skills and other expertise required to be a director of the Company and recommend to the Board for
approval, a set of criteria to be considered in selecting nominees for directors (2) to identify and recommend candidates for nomination
as members of the Board of Directors and its committees, (3) to develop and recommend to the Board a set of corporate governance guidelines,
(4) to develop and recommend to the Board for approval a set of corporate governance guidelines applicable to the Company and to review
these principals annually, (5) to oversee the Company's corporate governance practices and procedures, (6) to develop a process
for annual evaluations of the Board and its committees, (7) to review the Board's committee structure and composition, (8) to identify,
and make recommendations regarding the selection of candidates to fill any vacancy on the Board, (9) to develop and recommend to the
Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence,
(10) to review and discuss with management disclosure of the Company's corporate governance practices, including information regarding
the operations of the Committee and other Board committees, director independence and the director nominations process, (11) to monitor
compliance with the Company's Code of Business Conduct and Ethics, and (12) to develop and recommend to the Board for approval
a CEO succession plan.

 Mr.
Oppen currently serves as the Chairman of the Corporate Governance and Nominating Committee and is joined on the committee by Messrs.
Leibler and Kurtz.

 The
Chair and members of each committee of the Board are summarized in the table below:

 Name

 Audit
 Committee

 Committee

 Governance and Nominating Committee

 Bennett
 Kurtz – (Independent)

 Chair

 Jack
 Leibler – (Independent)

 Chair

 Sean
 Oppen – (Independent)

 Chair

 The
following matrix provides race/ethnicity, as well as gender, of the members of our Board, as self-identified by members of our Board.

 Female

 Male

 Non-Binary

 Did
 Not Disclose Gender

 Part
 I Gender Identity

 Directors

 -

 -

 -

 Part
 II: Demographic Background

 African
 American or Black

 -

 -

 -

 -

 Alaskan
 Native or Native American

 -

 -

 -

 -

 Asian

 -

 -

 -

 -

 Hispanic
 or Latinx

 -

 -

 -

 -

 Native
 Hawaiian or Pacific Islander

 -

 -

 -

 -

 White

 -

 -

 -

 -

 Middle
 Eastern

 -

 -

 -

 -

 Scandinavian

 -

 -

 -

 -

 Two
 or More Races or Ethnicities

 -

 -

 -

 -

 LGBTQ+

 -

 -

 -

 -

 Did
 Not Disclose Demographic Background

 -

 -

 -

 -

 Our
Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and
industry with a reputation for integrity. Our Board does not have a formal policy concerning diversity and inclusion but is in the process
of establishing a policy on diversity. Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate
Governance Committee considers when recommending director nominees to our Board. Further, our Board is committed to actively seeking
highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates
are selected. Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,
leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,
based upon the contributions they can make to our Company. While the Board has continued its efforts to identify candidates that have
such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite
professional experience.

 Consideration
of Director Nominees

 We
seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment
to the Company and its success. The Corporate Governance and Nominating Committee works with the Board on an annual basis to determine
the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking
into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership
criteria applied by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee and the Board,
which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and
they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them
to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates
each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success
of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director
for re-election, the Corporate Governance and Nominating Committee also considers the director's attendance at meetings and participation
in and contributions to the activities of the Board and its committees.

 The
Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders, and its process for considering
such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the
Company, or third parties.

 When
considering director candidates, the Nominating and Governance Committee will evaluate multiple factors in assessing their qualification.
A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise
leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below.

 Relevant
 Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company's
 business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public
 corporation, with a background in marketing, finance and/or business operations.

 in a Regulated Industry – Director candidates will have experience working in a highly
 regulated industry, such as pharmaceutical, medical device or health care.

 Governance Experience. Director candidates should have sufficient applicable experience to
 understand fully the legal and other responsibilities of an independent director of a U.S.-based
 public company.

 Education.
 Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and
 in relevant fields of study.

 When
further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include
the following:

 Personal.
 Director candidates should be of the highest moral and ethical character. Candidates must
 exhibit independence, objectivity and be capable of serving as representatives of the stockholders.
 The candidates should have demonstrated a personal commitment to areas aligned with the Company's
 public interest commitments, such as education, the environment and welfare of the communities
 in which we operate.

 Individual
 Characteristics. Director candidates should have the personal qualities to be able to make
 a substantial active contribution to Board deliberations. These qualities include intelligence,
 self-assuredness, a high ethical standard, inter-personal skills, independence, courage,
 a willingness to ask the difficult question, communication skills and commitment. In considering
 candidates for election to the Board of Directors, the Board should constantly be striving
 to achieve the diversity of the communities in which the Company operates.

 Availability.
 Director candidates must be willing to commit, as well as have, sufficient time available
 to discharge the duties of Board membership. Generally, therefore, the candidate should not
 have more than three other corporate board memberships.

 Compatibility.
 The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board's
 working relationship with the senior management of the Company.

 Code
of Conduct

 The
Company has adopted a Code of Conduct, which is available on our website at

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of
a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company. Officers, directors and holders of more than ten percent of
the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

 To
the Company's knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations
that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable
to the Company's officers, directors and holders of more than ten percent of the Company's common stock were satisfied,
except for Balance Labs Inc. through Michael Farkas, its chief executive
officer, for a filing disclosing a transaction dated November 29, 2022.

 Item
11. Executive Compensation

Discussion and Analysis

 Executive
Compensation Objectives and Practices

 We
designed our executive officer compensation program to attract, motivate and retain key executives who drive our success. We strive to
have pay reflect our performance and align with the interests of long-term stockholders, which we achieve with compensation that:

 Provides
 executives with competitive compensation that maintains a balance between cash and stock compensation, encouraging our executive
 officers to act as owners with an equity stake in our company;

 Ties
 a significant portion of total compensation to achievement of the Company's business goals such as revenue, and Adjusted EBITDA
 targets;

 Enhances
 retention by having equity compensation subject to multi-year vesting; and

 Does
 not encourage unnecessary and excessive risk taking.

 We
evaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key
positions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives
of other companies our size.

 Elements
of Executive Compensation

 Our
compensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation
determined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options
and restricted stock; and employee benefits that are generally available to all our employees.

 Base
Salary

 The
Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal
year. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile
fueling business, the structure of other comparable companies' compensation programs and the availability of compensation information.
When setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the
individual's breadth of knowledge and performance and levels of responsibility. In determining salaries for 2022, we did not engage
compensation consultants.

 Mr.
Michael McConnell's annual base salary for 2022 was $330,000. Mr. McConnell resigned from the Company on April 20, 2023. Mr. Arthur
Levine's annual base salary in 2022 was $250,000.

 Mr.
Richard Dery's annual base salary in 2022 was $288,750 effective January 1, 2022. Mr. Dery is no longer employed at the Company
as of December 9, 2022.

 Annual
Performance-Based Incentive Compensation

 Our
performance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved.
Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary. For 2022, Mr. McConnell
earned $0, Mr. Levine earned $0 and Mr. Dery earned $0, related to the cash compensation target. Mr. McConnell earned $0, Mr. Levine
earned $0 and Mr. Dery earned $0 in shares and stock options related to the equity compensation target of our 2022 performance-based
incentive compensation program.

 Long-Term
Incentive Compensation – Equity Compensation

 Our
executive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our
success, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance
of the Company. We have granted options as well as restricted stock under our 2022 plan and 2020 Stock Incentive Plan. Stock awards also
provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business.
Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may
vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and
other participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive
officer, and additional awards are considered based upon the executive's past performance, as well as anticipated future performance,
of the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of
the Company's compensation package.

 Typically,
we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion
of the Board, a role that will be assumed by our compensation committee, on a going forward basis. Generally, options are priced at the
closing price of the Company's common stock on the date of each grant, or, in the case of new employees, such later date as the
employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from time
to time.

 We
do not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive
officers own stock in the Company.

 Retirement
and Other Benefits

 All
eligible employees in the United States are automatically enrolled in our 401(k) plan.

 Perquisites
and Other Personal Benefits

 Limitation
on Deduction of Compensation Paid to Certain Executive Officers

 Section
162(m) of the Internal Revenue Code, or Section 162(m) limits the Company deduction for federal income tax purposes to no more than $1
million of compensation paid to each of the named executive officers in a taxable year.

of Chief Executive Officer

 Mr.
McConnell's annual base salary was $330,000 and he was eligible for additional cash and equity incentive compensation at the discretion
of the Compensation Committee. Mr. McConnell resigned from the Company on April 20, 2023.

 Mr.
Levy was appointed as the Company's interim CEO on April 24, 2023 by the Board. For his position as interim CEO, Mr. Levy will
receive an annual base salary of $200,000, and subject to periodic review. He is eligible for additional cash and equity incentive compensation
at the discretion of the Compensation Committee.

 COMPENSATION
COMMITTEE REPORT

 The
Compensation Committee of the Board has reviewed and discussed with management the foregoing Compensation Discussion and Analysis, and
based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this Annual Report on Form 10-K for filing with the SEC.

 By
the Compensation Committee,

 Jack
Leibler (Chair)

 Sean
Oppen

 Bennett
Kurtz

 Summary
Compensation Table

 The
following table shows information concerning compensation of our named executive officers during the years ended December 31, 2023 and
2022, respectively:

 Non-Equity

 Incentive Plan

 Option

 Stock

 Salary

 Awards

 Awards

 Other

 Total

 Name and Principal Position

 Year

 ($)3

 ($)

 ($)

 ($)1

 ($)2

 ($)

 Yehuda Levy

 2023

 192,323

 -

 -

 -

 21,712

 214,035

 Interim Chief Executive Officer (4)

 2022

 148,461

 -

 -

 -

 11,333

 159,794

 Michael McConnell

 2023

 52,918

 -

 50,000

 -

 1,285

 104,203

 Former Chief Executive Officer

 2022

 335,995

 -

 112,500

 37,500

 7,984

 493,979

 Michael Handelman

 2023

 11,050

 -

 -

 -

 -

 11,050

 Chief Financial Officer (6)

 2022

 -

 -

 -

 -

 -

 -

 Arthur Levine

 2023

 170,049

 -

 -

 -

 14,430

 184,479

 Former Chief Financial Officer

 2022

 249,516

 -

 84,375

 28,125

 21,755

 383,771

 Avishai Vaknin

 2023

 -

 -

 -

 832,000

 11,716

 843,716

 Chief Technology Officer (5)

 2022

 -

 -

 -

 -

 -

 -

 Richard Dery

 2023

 77,740

 -

 -

 -

 12,544

 90,284

 Former Chief Commercial Officer

 2022

 288,484

 -

 68,750

 68,750

 21,846

 447,830

 Cheryl Hanrehan

 2023

 -

 -

 -

 -

 -

 Former Chief Operating Officer (3)

 2022

 143,952

 -

 84,375

 28,125

 1,440

 257,892

 Michael DeVoe

 2023

 23,365

 -

 -

 -

 -

 23,365

 Former Chief Operating Officer

 2022

 203,798

 -

 -

 75,000

 7,886

 286,684

 (1)

 2022, 29,762, 22,321, 68,750, 53,751 and 22,321 shares were granted to Messrs McConnell, Levine, Dery, Devoe and Ms. Hanrehan. During
 2023, in connection with Mr. Vaknin's employment agreement, the Company granted 325,000 shares of common stock having a fair
 value of $832,000 ($2.56/share), based upon the quoted closing trading price. This award is subject to various vesting provisions
 both over time and performance based.

 (2)

 the year ended December 31, 2023, the Company paid medical, dental, and vision benefits on behalf of Mr. Levy, Mr. Levine, Mr. Dery,
 and Mr. Vaknin for amounts totaling $15,170, $8,846, $11,767, and $11,716 respectively. During the year ended December 31, 2023,
 the Company made matching 401(k) contributions for Messrs. Levy, McConnell, Levine, and Dery for the amounts totaling $6,542, $1,285,
 $5,584, and $777 respectively.

 the year ended December 31, 2022, the Company paid medical, dental and vision benefits on behalf of Mr. Levy, Mr. Levine, Mr. Dery
 and Mr. Devoe for amounts totaling $6,253, $13,253, $18,961, and $6,320, respectively. During the year ended December 31, 2022, the
 Company made matching 401(k) contributions for Messrs. Levy, McConnell, Levine, Dery and Devoe and Ms. Hanrehan for amounts totaling
 $5,080, $7,984, $8,502, $2,885, $1,566 and $1,440, respectively.

 (3)

 Ms.
 Hanrehan resigned from her position as the Company's Chief Operating Officer on January 17, 2022. Ms. Hanrehan served on the
 board of directors through May 2023. In 2022, amounts shown under salary includes severance of $118,125. Mr. Devoe resigned from
 his position June 3, 2022. The amount shown under salary includes severance of $131,250 and $23,365 in 2022 and 2023, respectively.
 Mr. Dery resigned from his position on December 9, 2022. The amount shown under salary includes severance of $16,659 and $77,740
 in 2022 and 2023, respectively.

 (4)

 Mr.
 Levy became the Company's interim Chief Executive Officer on April 24, 2023, prior to this, Mr. Levy served as the Company's
 Vice President of Operations.

 (5)

 Mr.
 Vaknin became the Company's Chief Technology Officer on April 19, 2023.

 (6)

 Mr.
 Handelman became the Company's Chief Financial Officer on August 1, 2023. There is no formal agreement with Mr. Handelman,
 however, he is paid $5,560 per quarter.

Equity Awards at Fiscal Year-End

 The
following table shows information concerning compensation of our named executive officers during the years ended December 31, 2023 and
2022, respectively:

 Option Awards

 Stock Awards

 Name

 Grant Date

 Equity Incentive Plan Awards: Number of
 securities underlying unexercised unearned options (#)

 Option Exercise Price ($)

 Option Expiration Date

 Number of shares of stock that have not vested

 Market value of shares of stock that have not vested ($)

 Equity incentive plan awards: number of unearned shares (#)

 Equity incentive plan awards: market or payout value of unearned shares ($)

 Avishai Vaknin (1)

 April 19, 2023

 -

 $
 -

 -

 -

 -

 65,000

 166,400

 (1)

 The
 Company granted 325,000 shares. At December 31, 2023, 80% or 260,000 shares were fully vested. The balance of 65,000 shares are expected
 to vest in 2024 (10%) and 2025 (10%) ratably in April of each year which is the employment anniversary. The grant date fair value
 of these shares was $832,000. During the year ended December 31, 2023, the Company recognized an expense of $665,600, the remaining
 $166,400 is expected to be recognized in 2024 ($83,200) and 2025 ($83,200).

 COMPENSATION
AGREEMENTS

 General
Overview

 We
have entered into employment agreements with each of the named executive officers. These agreements include the named executive officer's
initial base salary, an indication of eligibility for an annual cash incentive award opportunity and an opportunity for annual equity
grants. In addition, each of our named executive officers has executed a form of our standard confidential information and invention
assignment agreement.

McConnell (former Chief Executive Officer)

 On
January 9, 2023 (the "McConnell Effective Date"), the Company entered into an amended and restated employment agreement (the
"Amended Employment Agreement") with Michael McConnell. The Employment Agreement supersedes and replaces all previous agreements
and understandings. Pursuant to the Employment Agreement, Mr. McConnell will continue serve as the Company's Chief Executive Officer.
The Amended Employment Agreement terminates on April 19, 2024, unless sooner terminated pursuant to the terms of the Amended Employment
Agreement. On April 19, 2024, Mr. McConnell's employment will be renewed automatically for additional one-year terms, unless the
Company provides Mr. McConnell with a notice of non-renewal at least 30 days prior to the end of the term.

to the Amended Employment Agreement, as compensation for his service as Chief Executive Officer of the Company, Mr. McConnell will receive:
a $100,000 base salary per annum as well as stock issuances at the end of each fiscal quarter in the form of options ("Quarterly
Options") to purchase the Company's common stock. The Quarterly Options together with the Base Salary shall be referred to
as the Base Salary. The value of the Quarterly Options shall be $50,000. The number of Quarterly Options shall be calculated in accordance
with the Company's option valuation practices. The exercise price of the Quarterly Options shall be the price of the closing price
of the Company's common stock on the grant date. The Quarterly Options will be vested as of the grant date and exercisable for
a period of five years thereafter. The Company may, in its sole discretion, determine to pay Mr. McConnell cash in lieu of the quarterly
stock issuance. Mr. McConnell will also be eligible to receive an annual performance bonus if he meets certain pre-determined periodic
key performance indicators which bonus may be up to 40% of the Base Salary and the Quarterly Options. Mr. McConnell will also be entitled
to receive equity incentive awards under the Company's incentive plan. The aggregate annual incentive award value that Mr. McConnell
would be entitled to receive would be up to 50% of the Base Salary, which will be in the form of restricted stock and options as set
forth in the Amended Employment Agreement.

 Should
Mr. McConnell's employment with the Company be terminated for Good Reason (as defined in the Amended Employment agreement) or Without
Cause (as defined in the Amended Employment Agreement), the Company will (i) continue payment of Mr. McConnell's Base Salary and
the Quarterly Options for 3 months (which shall not be adjusted for any remaining employment term) and (ii) Mr. McConnell will be eligible
for COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated or eligibility for benefits with
another employer. The Amended Employment Agreement also provides for certain restrictive covenants and non-compete restrictions throughout
Mr. McConnell's employment. Mr. McConnell resigned from the Company on April 20, 2023.

 Mr.
McConnell resigned from the Company on April 20, 2023. His options terminated 90 days following such resignation.

 Arthur
Levine (former Chief Financial Officer)

 On
January 12, 2023, the Company entered into an amended and restated employment agreement (the "Amended Employment Agreement")
with Arthur Levine, the Company's Chief Financial Officer. The Employment Agreement supersedes and replaces all previous agreements
and understandings.

to the Amended Employment Agreement, as compensation for his service as Chief Financial Officer of the Company, Mr. Levine received a
$150,000 base salary per annum (the "Base Salary") as well as stock issuances at the end of each fiscal quarter. The value
of the quarterly issuance shall be $37,500. The Quarterly Stock Issuance shall be: (i) 50% in the form of options to purchase the Company's
common stock and (ii) 50% in the form of shares of the Company's restricted common stock. The number of options shall be calculated
in accordance with the Company's option valuation practices and the number of shares shall be calculated based on the price per
share at the close on the grant date. The exercise price of the options shall be the price of the closing price of the Company's
common stock on the grant date. The shares and options issued as part of the Quarterly Stock Issuance will be vested as of the grant
date and the options shall be exercisable for a period of five years thereafter. The Company in its sole discretion may determine to
pay Mr. Levine cash in lieu of the Quarterly Stock Issuance, if paid in cash he will receive a cash payment of $31,250.

 Mr.
Levine resigned as chief financial officer on July 25, 2023. His options terminated 90 days following such resignation.

 Richard
Dery (former Chief Commercial Officer)

 We
have entered into an employment agreement with Richard Dery pursuant to which on November 2, 2020, he began serving as our Chief Commercial
Officer as a consultant. In February 2021, Mr. Dery began serving as a full-time employee in the same role. Under this agreement, Mr.
Dery is being paid $275,000 per year and will be entitled to a target annual cash performance bonus equal to 45% of his base salary based
on the achievement of certain agreed upon performance indicators. Mr. Dery's annual salary will automatically increase by 5% on
each anniversary of his start date. Mr. Dery was issued 100,000 shares of our common stock as a signing bonus based on a per share price
of $1.00 per share, which will vest upon the completion of the Company's initial public offering. Mr. Dery also be entitled to
receive an annual award under the Company's incentive plan that is equal to 50% of his salary of which 50% of such grant will be
in the form of restricted common stock and the remaining 50% will be in in the form of options to purchase common stock. The grants of
the restricted common stock under the incentive plan will vest one year from the date of such grant and the options shall vest in equal
one-third increments on each anniversary of the date they were granted. The term of Mr. Dery's employment agreement is for three
years, provided that it will renew automatically for additional one year terms unless the Company provides notice of termination at least
30 days prior to the end of the term. The employment agreement provides for salary continuation and benefits for 12 months in the event
of termination without cause, or resignation with good reason, as defined (including following a change in control).

 Mr.
Dery resigned from the Company on December 9, 2022 and on December 14, 2022, the Company and Mr. Dery entered into a Separation Agreement
and General Release Agreement. Pursuant to the Separation Agreement, Mr. Dery resigned as Chief Commercial Officer and the Company and
Mr. Dery agreed that Mr. Dery's last day of employment with the Company was December 9, 2022. Pursuant to the Separation Agreement,
Mr. Dery also resigned as a member of the Company's Board. Mr. Dery's resignation as an officer and a member of the Board
of the Company was not because of any disagreement with the Company on any matter relating to the Company's operations, policies
or practices.

to the Separation Agreement, the Company will pay Mr. Dery a total of $92,234 (the "Separation Payment"). The Separation
Payment will be paid in accordance with Company's normal payment practices in equal installments through March 31, 2023. Payment
of the Separation Payment will commence on the first regular Company payroll that occurs at least three business days after Mr. Dery's
execution of the Separation Agreement and the expiration of the ADEA-related 7-day ADEA revocation period; and payment of the Separation
Payment will continue through the pay period ending March 31, 2023. Pursuant to the Separation Agreement, all issued and unvested equity
awards made to Mr. Dery shall vest upon the expiration of the 7-day ADEA revocation period.

 In
exchange for the payments and benefits provided for in the Separation Agreement, Mr. Dery agreed to a full release to the fullest extent
permitted by applicable law of any and all claims and rights against the Company (as well as the Company's officers, directors,
employees and agents).

DeVoe (former Chief Operating Officer)

 From
January 31, 2022 to June 3, 2022, Mr. Michael DeVoe acted as the Company's Chief Operating Officer. Mr. DeVoe's employment
agreement included an annual base salary of $225,000 and an ability to be a part of the Company's bonus program with a yearly bonus
potential of 40% of his base salary, which bonus would have been based on the achievement of mutually agreeable objectives to be determined
by Mr. DeVoe and the Company.

 Mr.
DeVoe also received a signing bonus of $75,000 worth of the Company's common stock (the "Signing Shares"). The number
of Signing Shares was based on the closing price of the Company's stock on January 11, 2022 and as result, Mr. DeVoe received 53,571
Signing Shares which would vest one-half (1/2) on the first anniversary of Mr. DeVoe's employment start date and one-half (1/2)
on the second anniversary of Mr. DeVoe's employment start date.

Mr. DeVoe was entitled to receive equity awards under the Company's Incentive Compensation Plan equal to 50% of his base salary.
Twenty-Five percent (25%) of such grant will be in the form of restricted common stock (the "RCSs") and the remaining Seventy-Five
percent (75%) of such grant will be in the form of options to purchase the Company's common stock (the "Options").
The RCSs shall vest on the first anniversary of the day they were granted. The Stock Options shall vest in equal one-third (1/3) increments
on each anniversary of the day they were granted and shall expire 5 years following their vesting.

 On
June 1, 2022 (the "Effective Date"), the Company and Mr. DeVoe entered into a Separation Agreement and Release Agreement
(the "Agreement"). Pursuant to the Agreement, upon the eighth day following Mr. DeVoe's execution of the Agreement
and provided he does not revoke the Agreement, Mr. DeVoe will continue to receive his salary through January 31, 2023. Additionally,
Mr. DeVoe's previously awarded signing bonus fully vested, effective June 3, 2022. In exchange for the payments and benefits provided
for in the Agreement, Mr. Devoe agreed to a full release to the fullest extent permitted by applicable law of any and all claims and
rights against the Company (as well as the Company's officers, directors, employees and agents).

 Avishai
Vaknin (Chief Technology Officer)

 Effective
April 19, 2023, Avishi Vaknin was appointed as the Company's Chief Technology Officer ("CTO"). Mr. Vaknin will act
as CTO for three years. On April 19, 2023, the Company entered into an employment agreement with Mr. Vaknin (the "Agreement). In
lieu of a cash salary, Mr. Vaknin will be entitled to Performance Based Restricted Stock Units ("PBRS"). The amount of PBRS
issued to Mr. Vaknin will be up to 2,600,000 shares of the Company's restricted common stock, which issuance is subject to the
availability of such shares under the Company's Equity Incentive Plan. Vesting of the PBRS will be based on achievement of the
performance indicators ("Performance Indicators") identified in Schedule I of the Agreement. Vesting will be deemed to occur
once the Board of Directors (the "Board") certifies the achievement of each Performance Indicator. The Performance Indicators
must be achieved according to the timeline set forth in Schedule I or the portions of the PBRS attributable to those Performance Indicators
will be forfeited. Mr. Vaknin is eligible to participate in all of the Company's benefit plans.

 On
the first anniversary of Mr. Vaknin's employment, he will begin to receive a salary of $150,000 per year. On the second anniversary
of Mr. Vaknin's employment, this amount will increase to

 $200,000
per year. No cash salary will be paid unless he meets all "time-based" Performance Indicators set forth in Schedule I of
the Agreement within the first year of employment with the Company. Upon presentation of the appropriate documentation in accordance
with the Company's expense reimbursement policies, the Company will reimburse Mr. Vaknin for the reasonable business expenses incurred
connection with his employment.

 Beginning
on the six-month anniversary of Mr. Vaknin's employment start date ("Employment Start Date"), upon meeting pre-determined
periodic Key Performance Indicators ("KPIs") every calendar year, he will be eligible for a target annual cash bonus of up
to $150,000, as adjusted from time to time (pro-rated for the first year of employment). These KPIs will be mutually agreed upon between
the Board, or a committee thereof, and Mr. Vaknin within two months of the six-month anniversary of his Employment Start Date and within
two months of the beginning of each year thereafter (the "Cash Performance Bonus"). To qualify for the Cash Performance Bonus,
Mr. Vaknin must meet all or part of the KPI's. A partial cash bonus will be available if some but not all KPIs are achieved or
other achievements outside of the KPIs are deemed to justify a cash bonus. The KPIs will be separate from the Performance Indicators
set forth in Schedule I of the Agreement.

 Beginning
on the six-month anniversary of his Employment Start date as a "C" level executive of the Company, provided the Company has
sufficient available securities, Mr. Vaknin will be entitled to receive equity awards under the Company's Incentive Plan, (the
"Incentive Plan"). The aggregate annual award value under the Incentive Plan will be equal to a target of up to $350,000
worth of Equity Awards, as adjusted from time to time, (the "Grant"), which will be pro-rated for the first year. A partial
Grant will be possible if some but not all KPIs are achieved or other achievements outside of the KPIs are deemed to justify a Grant.
Twenty-five percent (25%) of such Grant will be in the form of Restricted Common Stock (the "RCSs") and the remaining seventy-five
percent (75%) of such Grant will be in the form of options to purchase the Company's common stock (the "Stock Options").
The number of Stock Options shall be calculated in accordance with the Company's option valuation practices. The RCSs will vest
on the first anniversary of the day they were granted. The Stock Options will vest in equal one-third (1/3) increments on each anniversary
of the day they were granted. All Equity Awards will be granted to Mr. Vaknin, provided that: (1) at the end of each applicable vesting
date, he is still employed by the Company and (2) to the extent he satisfies any KPIs or other performance criteria established by the
Incentive Plan. All Stock Options that will be granted to you shall expire 5 years following their vesting. The KPIs will be separate
from the Performance Indicators set forth in Schedule I.

 The
Agreement may be terminated for Cause (defined below) by the Company before the expiration of the Term if, during the Term of the Agreement,
Mr. Vaknin (i) materially violates the provisions of the Non-Competition Agreement or the Confidentiality Agreements; (ii) is convicted
of, or pleads nolo contendere to, any crime involving misuse or misappropriation of money or other property of the Company or any felony;
(iii) exhibits repeated willful or wanton failure or refusal to perform his duties in furtherance of the Company's business interest
or in accordance with the Agreement, which failure or refusal is not remedied by him within thirty (30) days after notice from the Company;
(iv) commits an intentional tort against the Company, which materially adversely affects the business of the Company; (v) commits any
flagrant act of dishonesty or disloyalty or any act involving gross moral turpitude, which materially adversely affects the business
of the Company; (vi) exhibits immoderate use of alcohol or drugs which, in the opinion of an independent physician selected by the Company,
impairs his ability to perform his duties hereunder; or (vii) materially fails to meet the timelines on the pre-determined Performance
Indicators on Schedule I (all of the foregoing clauses (i) through (vi) constituting reasons for termination for "Cause"),
provided that unsatisfactory business performance of the Company, or mere inefficiency, or good faith errors in judgment or discretion
by Mr. Vaknin will not constitute grounds for termination for Cause. In the event of a termination for Cause, the Company, may, by written
notice, immediately terminate his employment and, the Company will be obligated only to pay Mr. Vaknin the compensation due to him up
to the date of termination, all accrued, vested or earned benefits under any applicable benefit plan and any other compensation to which
he is entitled up to and ending on the date of his termination.

 The
Company may terminate Mr. Vaknin's employment without Cause. Should termination without cause occur by the Company or for Good
Reason by Mr. Vaknin, the Company will (i) continue payment of his base salary for 3 months (which shall not be adjusted for any remaining
employment term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is
terminated or eligibility for benefits with another employer. Good Reason (including following a change in control) means (i) reduction
in his base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring Mr. Vaknin to relocate more
than 50 miles from the Company's executive office.

 In
the event of any termination of the Agreement with or without cause, all further vesting of Mr. Vaknin's outstanding equity awards
or bonuses, as well as all payments of compensation by the Company to him will terminate immediately (except as to amounts already earned
and vested). Upon a termination without cause by the Company, 25% of the outstanding unvested PBRS will immediately vest.

Levy (Interim Chief Executive Officer)

 Effective
April 24, 2023, Yehuda Levy was appointed as the Company's interim Chief Executive Officer ("CEO"). Mr. Levy will act
as interim CEO until his successor is duly appointed. Mr. Levy is the founder of EzFill FL, LLC, which was sold to the Company in 2019.
Since then, Mr. Levy has served in various roles at the Company; most recently, he acted as the Company's Vice-President of Operations.
On April 24, 2023, the Company entered into an employment agreement (the "Levy Agreement") with Yehuda Levy. Pursuant to
the Levy Agreement, Mr. Levy will act as the Company's interim CEO for an initial term of one year ("Term"), which
may be extended by the company and Mr. Levy in writing, if not extended then the term shall continue on a month-to-month basis. If a
full time CEO is chosen, Mr. Levy's title shall be converted to Chief Operating Officer for the remainder of the term at the same
salary. For his position as interim CEO, Mr. Levy will receive an annual base salary of $200,000, less applicable taxes, deductions,
and withholdings, and subject to periodic review ("Base Salary"). Upon presentation of appropriate documentation in accordance
with the Company's expense reimbursement policies, the Company will reimburse Mr. Levy for the reasonable business expenses incurred
in connection with his employment. He is eligible to participate in all of the Company's benefit plans, at no cost to Mr. Levy.

 Upon
meeting pre-determined periodic Key Performance Indicators ("KPIs") every calendar year, Mr. Levy will be eligible for a
target annual cash bonus of up to $50,000, as adjusted from time to time, which will be pro-rated for the first year. Mr. Levy's
KPIs will be mutually agreed upon the Board, or a committee thereof, and Mr. Levy within two months of the six-month anniversary of his
Employment Start Date and within two months of the beginning of each year thereafter (the "Cash Performance Bonus"). To qualify
for the Cash Performance Bonus, Mr. Levy must meet all or a part of the KPIs. A partial cash bonus will be possible if some but not all
KPIs are achieved or other achievements outside of the KPI's are deemed to justify a cash bonus.

 As
a "C" level executive of the Company, and provided the Company has sufficient available securities Mr. Levy will be entitled
to receive equity awards under the Company's Incentive Plan (the "Incentive Plan"). The aggregate annual award value
under the Incentive Plan will be equal to a target of up to $50,000 worth of Equity Awards, as adjusted from time to time, (the "Grant"),
which will be pro- rated for the first year. A partial Grant will be possible if some but not all KPIs are achieved or other achievements
outside of the KPIs are deemed to justify a Grant. Twenty-five percent (25%) of such Grant will be in the form of Restricted Common Stock
(the "RCSs") and the remaining seventy-five percent (75%) of such Grant will be in the form of options to purchase the Company's
common stock (the "Stock Options"). The number of Stock Options shall be calculated in accordance with the Company's
option valuation practices. The RCSs will vest on the first anniversary of the day they were granted. The Stock Options will vest in
equal one-third (1/3) increments on each anniversary of the day they were granted. All Equity Awards will be granted to Mr. Levy, provided
that: (1) at the end of each applicable vesting date, he is still employed by the Company; and (2) to the extent he satisfy any KPIs
or other performance criteria established by the Incentive Plan. All Stock Options that will be granted to Mr. Levy will expire 5 years
following their vesting.

 The
Levy Agreement may be terminated for Cause (as defined below) by the Company before the expiration of the Term provided for herein if,
during the Term of the Levy Agreement, Mr. Levy (i) materially violates the provisions of the Non-Competition Agreement or the Confidentiality
Agreements; (ii) is convicted of, or pleads nolo contendere to, any crime involving misuse or misappropriation of money or other property
of the Company or any felony; (iii) exhibits repeated willful or wanton failure or refusal to perform his duties in furtherance of the
Company's business interest or in accordance with the Levy Agreement, which failure or refusal is not remedied by Mr. Levy within
thirty (30) days after notice from the Company; (iv) commits an intentional tort against the Company, which materially adversely affects
the business of the Company; (v) commits any flagrant act of dishonesty or disloyalty or any act involving gross moral turpitude, which
materially adversely affects the business of the Company; or (vi) exhibits immoderate use of alcohol or drugs which, in the opinion of
an independent physician selected by the Company, impairs Mr. Levy's ability to perform his duties hereunder (all of the foregoing
clauses (i) through (vi) constituting reasons for termination for "Cause"), provided that unsatisfactory business performance
of the Company, or mere inefficiency, or good faith errors in judgment or discretion by Mr. Levy shall not constitute grounds for termination
for Cause hereunder. In the event of a termination for Cause, the Company may by written notice immediately terminate his employment
and, in that event, the Company will be obligated only to pay the compensation due to him up to the date of termination, all accrued,
vested or earned benefits under any applicable benefit plan and any other compensation to which Mr. Levy is entitled up to and ending
on the date of his termination.

 The
Company may terminate Mr. Levy's employment without Cause. Upon Termination Without Cause by the Company or for Good Reason by
Mr. Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment
term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated
or eligibility for benefits with another employer. Good Reason (including following a change in control) shall mean (i) reduction in
Mr. Levy's base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than
50 miles from the Company's executive office.

 In
the event of any termination of the Levy Agreement with or without cause, all further vesting of Mr. Levy's outstanding equity
awards or bonuses, as well as all payments of compensation by the Company to him thereunder will terminate immediately (except as to
amounts already earned and vested).

 Payments
Made Upon Termination

 Mr.
Dery ceased to be an employee of the Company on December 9, 2022. On December 14, 2022, the Company and Mr. Dery entered into a Separation
Agreement and General Release Agreement the ("Separation Agreement"). Pursuant to the Separation Agreement, the Company will
pay Mr. Dery a total of $92,234 (the "Separation Payment"). The Separation Payment will be paid in accordance with Company's
normal payment practices in equal installments through March 31, 2023.

 If
Mr. Vaknin's employment with the Company is terminated without cause occur by the Company or for Good Reason by Mr. Vaknin, the
Company will (i) continue payment of his base salary for 3 months (which shall not be adjusted for any remaining employment term) and
(ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated or eligibility
for benefits with another employer. Good Reason (including following a change in control) means (i) reduction in his base salary, (ii)
material reduction in responsibilities or job title, or (iii) Company requiring Mr. Vaknin to relocate more than 50 miles from the Company's
executive office.

 If
Mr. Levy's employment with the Company is terminated without cause occur by the Company or for Good Reason by Mr. Vaknin by Mr.
Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment
term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated
or eligibility for benefits with another employer. Good Reason (including following a change in control) shall mean (i) reduction in
Mr. Levy's base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than
50 miles from the Company's executive office.

 Term
and Termination.

 Under
Mr. Vaknin's employment agreement, Mr. Vaknin will serve as the Company's Chief Technology Officer for a term of three years
commencing on April 19, 2023.

 Under
Mr. Levy's employment agreement, Mr. Levy will serve as the Company's interim Chief Executive Officer for a term of one year,
which may be extended by the company and Mr. Levy in writing, if not extended then the term shall continue on a month-to-month basis.
If a full-time CEO is chosen, Mr. Levy's title shall be converted to Chief Operating Officer for the remainder of the term at the
same salary.

 Termination
by the Company for Cause.

 Mr.
Levy may be terminated by the Company immediately and without notice for "Cause." "Cause" shall mean: (i) materially
violates the provisions of the Non-Competition Agreement or the Confidentiality Agreements; (ii) is convicted of, or pleads nolo contendere
to, any crime involving misuse or misappropriation of money or other property of the Company or any felony; (iii) exhibits repeated willful
or wanton failure or refusal to perform his duties in furtherance of the Company's business interest or in accordance with the
agreement, which failure or refusal is not remedied by the Employee within thirty (30) days after notice from the Company; (iv) commits
an intentional tort against the Company, which materially adversely affects the business of the Company; (v) commits any flagrant act
of dishonesty or disloyalty or any act involving gross moral turpitude, which materially adversely affects the business of the Company;
or (vi) exhibits immoderate use of alcohol or drugs which, in the opinion of an independent physician selected by the Company, impairs
the Employee's ability to perform his duties thereunder.

 Termination
Without Cause or for Good Reason (including following Change in Control).

 The
Company may terminate Mr. Levy's employment without Cause. Upon Termination Without Cause by the Company or for Good Reason by
Mr. Levy, the Company will (i) continue payment of his Base Salary for 3 months (which shall not be adjusted for any remaining employment
term) and (ii) he will be entitled to COBRA benefits until the earlier of 3 months from the end of the month in which he is terminated
or eligibility for benefits with another employer. Good Reason (including following a change in control) shall mean (i) reduction in
Mr. Levy's base salary, (ii) material reduction in responsibilities or job title, or (iii) Company requiring relocation more than
50 miles from the Company's executive office.

 Voluntary
Termination.

 In
the event of voluntary resignation on Mr. Levy's part, all further vesting of his outstanding equity awards or bonuses, as well
as all payments of compensation by the Company to him thereunder will terminate immediately (except as to amounts already earned and
vested).

 Death
and Disability.

 In
the event of death during the Term, employment shall terminate immediately. If, during the Term, the executive shall suffer a "Disability"
within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, the Company may terminate employment. In the event employment
is terminated due to death or Disability, the executive (or the executive's estate in case of death) shall be eligible to receive
the separation benefits (in lieu of any severance payments): all unpaid Base Salary amounts and any earned and unpaid bonus, and all
fully vested equity awards.

 EQUITY
COMPENSATION PLAN INFORMATION

 The
following table contains summary information as of December 31, 2023 concerning the Company's 2022 Equity Incentive Plan and 2023
Equity Incentive Plan. All of the Plans were approved by the stockholders.

 Equity Compensation Plans Approved by Security Holders

 of

 securities

 to
 be issued

 upon exercise of

 outstanding

 options, warrants

 and
 rights

 exercise price of

 outstanding

 options, warrants

 and rights

 of

 shares
 remaining

 available for

 future issuance

 under equity

 compensation plan

 2020 Equity Incentive Plan

 -

 2022 Equity Incentive Plan

 -

 2,439,845

 DIRECTOR
COMPENSATION TABLE

 The
following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during
fiscal year 2023, including all compensation awarded to, earned by or paid to each person who served as a non-employee director for some
portion or all of fiscal year 2023:

 Name

 Fees

 earned or

 paid in

 cash $

 Stock

 awards ($)

 Option

 awards ($)

 Non-equity

 incentive

 plan

 compensation ($)

 Nonqualified

 deferred

 compensation

 earnings ($)

 All other

 compensation ($)

 Total ($)

 Daniel Arbour (1)

 $
 3,000

 $
 148,333

 $
 -

 $
 -

 $
 -

 $
 -

 $
 151,333

 Bennett Kurtz (2)

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Jack Leibler (2)

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Sean Oppen (2)

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Allen Weiss (3)

 $
 8,250

 $
 230,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 238,250

 Jack Levine (3)

 $
 15,000

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 145,000

 Luis Reyes (3)

 $
 14,250

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 144,250

 Mark Lev (3)

 $
 9,500

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 139,500

 Cheryl Hanrehan (4)

 $
 4,750

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 134,750

 (1)

 Arbour
 received 2 stock awards for services having grant date fair values of $40,000 in February 2023 (vested immediately) and $130,000
 in June 2023 (vesting ratably through next annual meeting in June 2024).

 (2)

 These
 stock awards had a grant date fair value of $130,000 each. These directors are vesting in these awards through the next annual meeting
 in June 2024.

 (3)

 These
 members each received stock awards in June 2023, however, they all resigned in July 2023. None of these awards vested.

 (4)

 Resigned
 in May 2023.

 In
2023, the Company paid an annual fee of $130,000 in stock to each member of the Board of Directors based upon their expected one-year
(1) service period (subject to pro-ration based upon start date). Each agreement is evaluated at the annual board meeting to determine
continuing service andn compensation amounts. Additionally, members are paid cash fees for their participation on various committees.
Audit Committee Chair receives $10,000 per year (Kurtz), each member receives $5,000 per year (Leibler and Oppen). Compensation Committe
Chair receives $7,500 per year (Oppen), each member receives $3,000 per year (Kurtz and Leibler). Nominating/Governance Committee Chair
receives $6,000 per year (Leibler), each member receives $5,000 (Kurtz and Oppen). As it pertains to the stock based awards, the members
shall not sell any shares of the Company's common stock that they receive for six months from receipt of such shares. The agreement
also provides that the Company will reimburse the director reasonable documented expenses relating to the director's attendance
at meetings of the board and reasonable out of pocket expenses incurred in connection with the performance of the director's duties
as a member of the board. We do not provide any deferred compensation, health or other personal benefits to our directors. We reimburse
each director for reasonable out-of-pocket expenses incurred to attend Board and Committee meetings.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information regarding the ownership of the Company's common stock as of April 1, 2024 by:
(i) each executive officer and director; (ii) all executive officers and directors of the Company as a group; and (iii) all those known
by the Company to be beneficial owners of more than five percent (5%) of its common stock.

otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that
each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based on 4,673,470 shares of common stock issued and outstanding on April 1, 2024, adjusted as required
by rules promulgated by the SEC.

 Name of Beneficial Owner

 Shares of

 Common Stock Beneficially Owned

 Percentage

 Beneficial owners of more than 5%

 LH MA 2, LLC

 747,583

 16.00
 %

 The Farkas Group, Inc.

 422,335

 9.04
 %

 SIF Energy, LLC

 387,067

 8.28
 %

 NextNRG Holding Corp

 190,722

 4.08

 %

 Avishai Vaknin

 325,000

 6.95
 %

 AJB Capital

 400,000

 8.56
 %

 Balance Labs

 66,443

 1.42
 %

 Crestview 360 Holdings, LLC

 38,359

 0.82
 %

 2,577,509

 55.15
 %

 Executive Officers and Directors

 Yehuda Levy, Interim Chief Executive Officer and Board Member

 45,673

 0.98
 %

 Avishai Vaknin, Chief Technology Officer

 325,000

 6.95
 %

 Michael Handelman, Chief Financial Officer

 -

 0.00
 %

 Daniel Arbour, Audit Committee

 69,241

 1.48
 %

 Bennett Kurtz (Non-Independent Board Member)

 52,589

 1.13
 %

 Jack Leibler (Independent Board Member)

 54,714

 1.17
 %

 Sean Oppen (Independent Board Member)

 54,714

 1.17
 %

 All Officers and Directors as a Group (7 persons)

 601,931

 12.88
 %

 *

 Less than 1%

 (1)

 The
 address of each of the officers and directors is 67 NW 183rd St., Miami, Florida 33169; the address of Michael D. Farkas is 1221
 Brickell Avenue, Ste. 900, Miami, FL 33131; the address for Jacob Sod is 14 Wall Street, Suite 2064, New York, New York 10005.

 (2)

 The
 calculation in this column is based upon 4,673,470 shares of common stock outstanding on April 1, 2024. Beneficial ownership is
 determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject
 securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 28, 2024 are deemed to
 be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such
 person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

 (3)

 D. Farkas has voting and investment control of the shares of common stock held by the Farkas Group, Inc., SIF Energy LLC, Balance
 Labs, Inc., and NextNRG Holding Corp.

 (4)

 Jacob Sod has voting and investment control of the
 shares of common stock held by LH MA 2 LLC and Crestview 360 Holdings LLC.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Our
Audit Committee has responsibility for reviewing and, if appropriate, for approving any related party transactions that would be required
to be disclosed pursuant to applicable SEC rules.

Party Agreement with Company owned by Daniel Arbour

 On
February 15, 2023, the Company entered into a consulting agreement (the "Consulting Agreement") with Mountain Views Strategy
Ltd ("Mountain Views"). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal
and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief
revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $13,000 USD per month and cover other certain
expenses. The term of the Consulting Agreement is for twelve months from the Effective Date however, either party may terminate the Consulting
Agreement on two weeks written notice to the other party.

 Effective
May 15, 2023, the Company and Mountain Views Strategy Ltd. ("Mountain Views") entered into an amendment (the "Amendment
to the Consulting Agreement") to the consulting services agreement (the "Consulting Agreement"). As previously reported
on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour,
who became a member of the Company's Board of Directors on February 10, 2023, is the principal and founder of Mountain Views.

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

Party Agreement with Company owned by Avishai Vaknin

 On
April 19, 2023 (the "Effective Date"), the Company entered into a services agreement (the "Services Agreement")
with Telx Computers Inc. ("Telx"). Mr. Avishai Vaknin is the Chief Executive Officer of Telx and its sole shareholder. Pursuant
to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails
overseeing all matters relating to the Company's technology. Pursuant to the Services Agreement, the Company will pay Telx $10,000
per month and cover other pre-approved expenses. The term of the Services Agreement is for twelve months from the Effective Date however,
the Company may terminate the Services Agreement with written notice to the other party.

 Notes
Payable Related Party

 On
July 5, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "July Note") for the sum of $440,000 (the
"July Loan"). The July Note has an original issue discount ("OID") equal to $40,000, which is 10% of the aggregate
original principal amount of the July Loan. The unpaid principal balance of the July Note has a fixed rate of interest of 8% per annum
for the first nine months, afterward, the July Note will begin to accrue interest on the entire balance at 18% per annum.

 The
July Notes funds were disbursed in two payments. First, $200,000 (net of OID) was disbursed to the Company on the date the July Note
was executed and, the balance of $200,000 (net of OID) was disbursed to the Company on July 18, 2023. The July Note, along with accrued
interest, was due on September 5, 2023 (the "July Note Maturity Date"). The July Note Maturity Date will automatically be
extended for two month periods, unless Next sends 10 days written notice, prior to end of any two month period, that it does not wish
to extend the note, at which point the end of the then current two month period shall be the July Note Maturity Date. Notwithstanding
the forgoing, upon the Company completing a capital raise of at least $2,000,000, then the entire outstanding principal and interest
through the July Note Maturity Date will be immediately due.

 If
the Company defaults on the July Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by
150% will be immediately due, and (ii) Next has the right to convert all or any part of the outstanding and unpaid principal, interest,
penalties, and all other amounts under the July Note into fully paid and non-assessable shares of the Company's common stock. The
conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
August 2, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "First August Note") for the sum of $440,000
(the "First August Loan"). The First August Note has an original issue discount ("OID") equal to $40,000, which
is 10% of the aggregate original principal amount of the First August Loan. The unpaid principal balance of the First August Note has
a fixed rate of interest of 8% per annum for the first nine months, afterward, the First August Note will begin to accrue interest on
the entire balance at 18% per annum.

 The
First August Note's funds were disbursed in four payments of $110,000 factoring in the OID. The payments were disbursed on August
2, 2023, August 10, 2023, August 18, 2023 and August 26, 2023. The First August Note, along with accrued interest, was due on October
2, 2023 (the "First August Note Maturity Date"). The First August Note Maturity Date will automatically be extended for two
month periods, unless Next sends 10 days written notice, prior to end of any two month period, that it does not wish to extend the note,
at which point the end of the then current two month period shall be the First August Note Maturity Date. Notwithstanding the forgoing,
upon the Company completing a capital raise of at least $3,000,000, then the entire outstanding principal and interest through the First
August Note Maturity Date will be immediately due.

 If
the Company defaults on the First August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next has the right to convert all or any part of the outstanding and unpaid principal, interest,
penalties, and all other amounts under the First August Note into fully paid and non-assessable shares of the Company's common
stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
August 23, 2023, Company and NextNRG Holding Corp. entered into a promissory note (the "Second August Note") for the sum of $110,000
(the "Second August Loan"). The Second August Note has an original issue discount ("OID") equal to $10,000, which
is 10% of the aggregate original principal amount of the Second August Loan. The unpaid principal balance of the Second August Note has
a fixed rate of interest of 8% per annum for the first nine months, afterward, the Note will begin to accrue interest on the entire balance
at 18% per annum.

 The
Second August Note, along with accrued interest, was due on October 23, 2023 (the "Second August Note Maturity Date"). The
Second August Note Maturity Date will automatically be extended for two month periods, unless Next sends 10 days written notice, prior
to end of any two month period, that it does not wish to extend the note, at which point the end of the then current two month period
shall be the Second August Note Maturity Date. Notwithstanding the forgoing, upon the Company completing a capital raise of at least
$3,000,000, then the entire outstanding principal and interest through the Second August Note Maturity Date will be immediately due.

 If
the Company defaults on the Second August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next has the right to convert all or any part of the outstanding and unpaid principal, interest,
penalties, and all other amounts under the Note into fully paid and non-assessable shares of the Company's common stock. The conversion
price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
August 30, 2023, Company and NextNRG Holding Corp. entered into a promissory note (the "Third August Note") for the sum of $165,000
(the "Third August Loan"). The Third August Note has an original issue discount ("OID") equal to $15,000, which
is 10% of the aggregate original principal amount of the Third August Loan. The unpaid principal balance of the Third August Note has
a fixed rate of interest of 8% per annum for the first nine months, afterward, the Note will begin to accrue interest on the entire balance
at 18% per annum.

the Third August Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the Third
August Note, along with accrued interest, will be due on October 30, 2023 (the "Third August Note Maturity Date"). The Third
August Note Maturity Date will automatically be extended for two month periods, unless Next sends 10 days written notice, prior to the
end of any two month period, that it does not wish to extend the Third August Note, at which point the end of the then current two month
period shall be the Third August Note Maturity Date. Notwithstanding the foregoing, upon the Company completing a capital raise of at
least $3,000,000, the entire outstanding principal and interest through the Third August Note Maturity Date will be immediately due.

 If
the Company defaults on the Third August Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the Third August Note into fully paid and non-assessable shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
September 6, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "First September Note") for the sum
of $220,000 (the "First September Loan"). The First September Note has an original issue discount ("OID") equal
to $20,000, which is 10% of the aggregate original principal amount of the First September Loan. The unpaid principal balance of the
Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First September Note will begin to accrue
interest on the entire balance at 18% per annum.

the First September Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the
First September Note, along with accrued interest, will be due on November 6, 2023 (the "First September Note Maturity Date").
The First September Note Maturity Date will automatically be extended for two month periods, unless Next sends 10 days written notice,
prior to the end of any two month period, that it does not wish to extend the First September Note, at which point the end of the then
current two month period shall be the First September Note Maturity Date. Notwithstanding the foregoing, upon the Company completing
a capital raise of at least $3,000,000, the entire outstanding principal and interest through the First September Note Maturity Date
will be immediately due.

 If
the Company defaults on the First September Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the First September Note into fully paid and non-assessable shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
September 13, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "Second September Note") for the sum
of $110,000 (the "Second September Loan"). The Second September Note has an original issue discount ("OID") equal
to $10,000, which is 10% of the aggregate original principal amount of the Second September Loan. The unpaid principal balance of the
Second September Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second September Note will
begin to accrue interest on the entire balance at 18% per annum.

the Second September Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the
Second September Note, along with accrued interest, will be due on November 13, 2023 (the "Second September Note Maturity Date").
The Second September Note Maturity Date will automatically be extended for two month periods, unless Next sends 10 days written notice,
prior to the end of any two month period, that it does not wish to extend the Second September Note, at which point the end of the then
current two month period shall be the Second September Note Maturity Date. Notwithstanding the foregoing, upon the Company completing
a capital raise of at least $3,000,000, the entire outstanding principal and interest through the Second September Note Maturity Date
will be immediately due.

 If
the Company defaults on the Second September Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the Note into fully paid and non-assessable shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
December 4, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "First December 2023 Note") for the sum
of $220,000 (the "First December 2023 Loan"). The First December 2023 Note has an original issue discount ("OID")
equal to $20,000, which is 10% of the aggregate original principal amount of the First December 2023 Loan. The unpaid principal balance
of the First December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the First December

the First December 2023 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the First December 2023 Note, along with accrued interest, will be due on February 4, 2024. The maturity date will automatically be extended
for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does not wish
to extend the First December 2023 Note, at which point the end of the then current 2 month period shall be the maturity date. Notwithstanding
the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the First December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the First December 2023 Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
December 13, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "Second December 2023 Note") for the
sum of $165,000 (the "Second December 2023 Loan"). The Second December 2023 Note has an original issue discount ("OID")
equal to $15,000, which is 10% of the aggregate original principal amount of the Second December 2023 Loan. The unpaid principal balance
of the Second December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Second December

the Second December 2023 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance
of the Second December 2023 Note, along with accrued interest, will be due on February 13, 2024. The maturity date will automatically
be extended for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does
not wish to extend the Second December 2023 Note, at which point the end of the then current 2 month period shall be the maturity date.
Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and
interest through the maturity date will be immediately due.

 If
the Company defaults on the Second December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Second December 2023 Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
December 18, 2023, the Company and NextNRG Holding Corp., LLC entered into a promissory note (the "Third December 2023 Note") for
the sum of $110,000 (the "Third December 2023 Loan"). The Third December 2023 Note has an original issue discount ("OID")
equal to $10,000, which is 10% of the aggregate original principal amount of the Third December 2023 Loan. The unpaid principal balance
of the Third December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Third December

the Third December 2023 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the Third December 2023 Note, along with accrued interest, will be due on February 18, 2024. The maturity date will automatically be
extended for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does
not wish to extend the Third December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.
Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and
interest through the maturity date will be immediately due.

 If
the Company defaults on the Third December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Third December 2023 Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
December 20, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "Fourth December 2023 Note") for the
sum of $55,000 (the "Fourth December 2023 Loan"). The Fourth December 2023 Note has an original issue discount ("OID")
equal to $5,000, which is 10% of the aggregate original principal amount of the Fourth December 2023 Loan. The unpaid principal balance
of the Fourth December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Fourth December

the Fourth December 2023 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance
of the Fourth December 2023 Note, along with accrued interest, will be due on February 20, 2024. The maturity date will automatically
be extended for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does
not wish to extend the Fourth December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.
Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and
interest through the maturity date will be immediately due.

 If
the Company defaults on the Fourth December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Fourth December 2023 Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.

 On
December 27, 2023, the Company and NextNRG Holding Corp. entered into a promissory note (the "Fifth December 2023 Note") for the
sum of $165,000 (the "Fifth December 2023 Loan"). The Fifth December 2023 Note has an original issue discount ("OID")
equal to $15,000, which is 10% of the aggregate original principal amount of the Fifth December 2023 Loan. The unpaid principal balance
of the Fifth December 2023 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the Fifth December

the Fifth December 2023 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the Fifth December 2023 Note, along with accrued interest, will be due on December 27, 2024. The maturity date will automatically be
extended for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does
not wish to extend the Fifth December 2023 Note, at which point the end of the then current 2 month period will be the maturity date.
Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and
interest through the maturity date will be immediately due.

 If
the Company defaults on the Fifth December 2023 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Fifth December 2023 Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject
to the adjustments described in the Fifth December 2023 Note, the conversion price will be the greater of (a) $1.23; or (b) $0.20.

 On
January 5, 2024, the Company and NextNRG Holding Corp. entered into a promissory note (the "First January 2024 Note") for the sum
of $110,000 (the "First January 2024 Loan"). The First January 2024 Note has an original issue discount ("OID")
equal to $10,000, which is 10% of the aggregate original principal amount of the First January 2024 Loan. The unpaid principal balance
of the First January 2024 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the First January 2024
Note will begin to accrue interest on the entire balance at 18% per year.

the First January 2024 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the January 2024 Note, along with accrued interest, will be due on March 5, 2024. The maturity date will automatically be extended for
2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to
extend the First January 2024 Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding
the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the First January 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Note into shares of the Company's common stock. The
conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject to the adjustments
described in the First January 2024 Note, the conversion price shall equal the greater of (a) $1.23; or (b) $0.20.

 On
January 11, 2024, the Company and NextNRG Holding Corp. entered into a global amendment ("Global Amendment 1") to the promissory
notes dated as of July 5, 2023; August 2, 2023; August 30, 2023; September 6, 2023; September 13, 2023; November 3, 2023; November 21,
2023; December 4, 2023; December 13, 2023; December 18, 2023; and December 20, 2023 (each a "Note" and collectively the "Notes").

Amendment 1 revised Section 8, Events of Default, to add:

 The
conversion price (as adjusted, the "Conversion Price") shall equal the greater of the average VWAP over the ten (10) Trading
Day period prior to the conversion date; or (b) $0.70 (the "Floor Price"). Notwithstanding anything to the contrary contained
in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together
with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) ("Nasdaq 19.99% Cap"),
except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to
issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in
cash at the request of the Lender.

Amendment 1 also added Section 10.15, Adjustment Due to Stock Split by Borrower, which provides that the number of shares and the price
for any conversion under the Notes will be adjusted by the same ratios or multipliers of any reverse split the Company effects.

 Also
on January 11, 2024, the Company and Next entered into a global amendment ("Global Amendment 2") to the promissory notes
dated as of December 27, 2023 and January 8, 2023.

Amendment 2 revised Section 8, Events of Default, to remove the final paragraph and replace the paragraph with:

 The
conversion price (as adjusted, the "Conversion Price") shall equal the greater of the average VWAP over the ten (10) Trading
Day period prior to the conversion date; or (b) $0.70 (the "Floor Price"). Notwithstanding anything to the contrary contained
in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together
with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) ("Nasdaq 19.99% Cap"),
except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to
issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in
cash at the request of the Lender.

 On
January 16, 2024, the Company and NextNRG Holding Corp. entered into a promissory note (the "Second January Next Note") for the sum
of $165,000 (the "Second January Next Loan"). The Second January Next Note has an original issue discount ("OID")
equal to $15,000, which is 10% of the aggregate original principal amount of the Second January Next Loan. The unpaid principal balance
of the Second January Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second January
Next Note will begin to accrue interest on the entire balance at 18% per annum.

the Second January Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the Second January Next Note, along with accrued interest, will be due on March 16, 2024. The maturity date will automatically be extended
for 2 month periods, unless NextNRG Holding Corp. sends 10 days written notice, prior to the end of any 2 month period, that it does not wish
to extend the Second January Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding
the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the Second January Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) NextNRG Holding Corp. will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the Second January Next Note into shares of the Company's
common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject
to the adjustments described in the Second January Next Note, the conversion price will be the greater of (a) $1.23; or (b) $0.70.

to the Second January Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

 On
February 7, 2024, the Company and NextNRG Holding Corp. entered into a promissory note (the "First February Next Note") for the sum
of $165,000 (the "Second January Next Loan"). The First February Next Note has an original issue discount ("OID")
equal to $15,000, which is 10% of the aggregate original principal amount of the First February Next Note. The unpaid principal balance
of the First February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First February
Next Note will begin to accrue interest on the entire balance at 18% per annum.

the First February Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the First February Next Note, along with accrued interest, will be due on April 7, 2024. The maturity date will automatically be extended
for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend
the First February Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding the
foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the First February Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the First February Next Note into shares of the Company's common stock.
The conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject to the adjustments
described in the First February Next Note, the conversion price shall equal the greater of the
average VWAP over the ten (10) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price").

to the First February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

 On
February 19, 2024, the "Company and Next entered into a global amendment (the "2024 Next Global Amendment") to the
promissory notes dated as of July 5, 2023; August 2, 2023; August 30, 2023; September 6, 2023; September 13, 2023; November 3, 2023;
November 21, 2023; December 4, 2023; December 13, 2023; December 18, 2023; December 20, 2023; December 27, 2023; January 5, 2024; January
16, 2024; January 25, 2024; and February 7, 2024 (each a "Note" and collectively the "Notes").

 The
2024 Next Global Amendment revised Section 8, Events of Default, to add to paragraph 3, "Notwithstanding anything to the contrary
set forth herein, the Conversion Price shall not exceed a price of $1.54 per share."

 Also
on February 19, 2024, the Company and AJB Capital Investments, LLC entered into a global amendment (the "2024 AJB Global Amendment")
to the promissory notes dated as of April 19, 2023, as amended on May 17, 2023, September 22, 2023 and October 13, 2023 (each an "AJB
Note" and collectively the "AJB Notes").

 The
2024 AJB Global Amendment revised Section 1.2(a) of the AJB Notes to add, "Notwithstanding anything to the contrary set forth herein,
the Conversion Price shall not exceed a price of $1.54 per share."

 On
February 20, 2024, the Company and Next entered into a promissory note (the "Second February Next Note") for the sum of $165,000
(the "Second January Next Loan"). The Second February Next Note has an original issue discount ("OID") equal
to $15,000, which is 10% of the aggregate original principal amount of the Second February Next Note. The unpaid principal balance of
the Second February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second February
Next Note will begin to accrue interest on the entire balance at 18% per annum.

the Second February Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance
of the Second February Next Note, along with accrued interest, will be due on April 20, 2024. The maturity date will automatically be
extended for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish
to extend the Second February Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding
the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the Second February Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the Second February Next Note into shares of the Company's common stock.
The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day
period prior to the conversion date; or $0.70. The conversion price will not exceed a price of $1.54 per share.

to the Second February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

 On
February 29, 2024, the Company and Next entered into a promissory note (the "Third February Next Note") for the sum of $165,000
(the "Third February Next Loan"). The Third February Next Note has an original issue discount ("OID") equal to
$15,000, which is 10% of the aggregate original principal amount of the Third February Next Note. The unpaid principal balance of the
Third February Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third February Next Note
will begin to accrue interest on the entire balance at 18% per annum.

the Third February Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the Third February Next Note, along with accrued interest, will be due on April 28, 2024. The maturity date will automatically be extended
for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend
the Third February Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding the
foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the Third February Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the Third February Next Note into shares of the Company's common stock.
The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day
period prior to the conversion date; or $0.70. The conversion price will not exceed a price of $2.05 per share.

 The
Company agreed to issue 52,000 shares of its common stock to Next (the "Commitment Fee Shares"). The Commitment Fee Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment
Fee Shares were deemed fully earned as of February 28, 2024.

to the Third February Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

 On
March 8, 2024, the Company and Next entered into a promissory note (the "First March Next Note") for the sum of $165,000
(the "First March Next Loan"). The First March Next Note has an original issue discount ("OID") equal to $15,000,
which is 10% of the aggregate original principal amount of the First March Next Note. The unpaid principal balance of the First March
Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First March Next Note will begin to
accrue interest on the entire balance at 18% per annum.

the First March Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the
First March Next Note, along with accrued interest, will be due on May 8, 2024. The maturity date will automatically be extended for
2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the
First March Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding the foregoing,
upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through the maturity
date will be immediately due.

 If
the Company defaults on the First March Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the First March Next Note into shares of the Company's common stock.
The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day
period prior to the conversion date; or $0.70. The conversion price will not exceed a price of $2.05 per share.

 The
Company agreed to issue 52,000 shares of its common stock to Next (the "Commitment Fee Shares"). The Commitment Fee Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment
Fee Shares were deemed fully earned as of March 8, 2024.

to the First March Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

 On
March 15, 2024, the Company and NextNRG Holdings Corp. (formerly NextNRG Holding Corp.) ("Next") entered into a promissory note
(the "Second March Next Note") for the sum of $165,000 (the "Second March Next Loan"). The Second March Next
Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate original principal amount of
the Second March Next Note. The unpaid principal balance of the Second March Next Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the Second March Next Note will begin to accrue interest on the entire balance at 18% per annum.

the Second March Next Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the Second March Next Note, along with accrued interest, will be due on May 15, 2024. The maturity date will automatically be extended
for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend
the Second March Next Note, at which point the end of the then current 2 month period will be the maturity date. Notwithstanding the
foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through

 If
the Company defaults on the Second March Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid
principal, interest, penalties, and all other amounts under the Second March Next Note into shares of the Company's common stock.
The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day
period prior to the conversion date; or $0.70. The conversion price will not exceed a price of $2.05 per share.

 The
Company agreed to issue 52,000 shares of its common stock to Next (the "Commitment Fee Shares"). The Commitment Fee Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment
Fee Shares were deemed fully earned as of March 15, 2024.

to the Second March Next Note, the total cumulative number of shares issued to NextNRG Holding Corp. may not exceed the requirements of Nasdaq
Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If
the Company is unable to obtain Shareholder Approval to issue shares to NextNRG Holding Corp. in excess of the Nasdaq 19.99% Cap, any remaining
outstanding balance of this Note must be repaid in cash at NextNRG Holding Corp.'s request.

Farkas is the CEO of NextNRG Holding Corp. and is the beneficial holder of approximately 20% of the Company's outstanding shares
of common stock.

 Entry
into Material Definitive Agreement Related Party

 On
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, and on November 2, 2023,
the Members, Next Charging, and Mr. Farkas entered into an amended and restated exchange agreement (as amended and restated, 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 the issuance (the "Share Exchange")
 by the Company to the Members of an aggregate of 100 million shares of common stock of the Company. In the event Next Charging
completes the acquisition of the acquisition target as set forth in the Exchange Agreement's disclosure schedules (directly or
indirectly through Next Charging or through a subsidiary of Next Charging) prior to the Closing, then 70,000,000 shares will vest on
the closing date, and the remaining 30,000,000 shares will be subject to vesting or forfeiture. In the event Next Charging does not complete
such acquisition prior to the closing, then 35,000,000 shares will vest on the closing date, and the remaining 65,000,000 shares will
be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the "Restricted Shares").

 The
Restricted Shares will vest, if at all, according to the following schedule:

 (1)
In the event Next Charging does not complete the acquisition of the acquisition target as set forth in the Exchange Agreement's
disclosure schedules (directly or indirectly through Next Charging or through a subsidiary of Next Charging) prior to the closing, then
35,000,000 of the Restricted Shares will vest upon the Company (directly or indirectly through Next Charging or a subsidiary of Next
Charging), completing the acquisition of such acquisition target. In the event that Mr. Farkas determines that such an acquisition target
is not capable of being acquired, either prior to or after the closing, then the Mr. Farkas and the Company will negotiate in good faith
to determine a replacement acquisition target, which replacement would thereafter be considered as the acquisition target under the Exchange
Agreement; and

 (2)
30,000,000 Restricted Shares will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid,
and/or battery storage system (such systems as more specifically defined under the Exchange Agreement).

 As
an additional condition to be satisfied prior to the closing, Next Charging is also required to take actions to record the assignment
to itself of a patent mentioned in the Exchange Agreement.

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

 Mr.
Farkas is the CEO of NextNRG Holding Corp. (NextNRG) and (as of November 2, 2023) has also lent sums amounting to $2,925,000 through issuance
of 15 promissory notes to NextNRG. Mr. Farkas is also the beneficial owner of approximately 20% of the Company's issued and
outstanding common stock. At closing, the Company has agreed to appoint Mr. Farkas to the board
of directors as Executive Chairman and to appoint him Chief Executive Officer of the Company. The closing of the transactions contemplated
under the Exchange Agreement are subject to certain customary closing conditions, including (i) that the Company file a Certificate of
Amendment with the Secretary of State of the State of Delaware to increase its authorized common stock from 50 million shares to 500
million shares (ii) the receipt of the requisite third-party consents, and (iii) compliance with the rules and regulations of The Nasdaq
Stock Market ("Nasdaq"), which includes the filing of an Initial Listing Application with Nasdaq and approval of such application
by Nasdaq. In addition, while the stockholders of the Company have provided written consent approving the Exchange Agreement in November
2023, the effectiveness of such written consent is dependent upon the dissemination of a definition Information Statement on Schedule
14C, which we anticipate completing in January 2024. Upon consummation of the transactions contemplated by the Exchange Agreement,
NextNRG will become a wholly-owned subsidiary of the Company.

 Except
as provided above, there were no transactions since the beginning of the Company's
last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds
$120,000, and in which any related person had or will have a direct or indirect material interest.

Independence

 Jack
Leibler, Bennet Kurtz, and Sean Oppen are each "independent" within the meaning of Nasdaq Rule 5605(b)(1).

 Item
14. Principal Accounting Fees and Services

 Audit
Fees

 Audit
fees consist of fees for professional services rendered for the audit of the Company's consolidated financial statements included
in the Company's Annual Report on Form 10-K, the review of financial statements included in the Company's Quarterly Reports
on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.
The aggregate fees billed for professional services rendered by our former independent public accounting firm, M&K CPAs, PLLC, Houston,
TX, for audit and review services for the fiscal year ended December 31, 2023 were approximately $83,096. The aggregate fees billed
for professional services rendered by M&K CPAs, PLLC for audit and review services for the fiscal year ended December 31, 2022 was
approximately $80,096.

 Tax
Fees

 Fees
paid to M&K CPAs, PLLC associated with tax compliance services were $0 in 2023 and $0 in 2022.

 Fees
paid to M&K CPAs, PLLC associated with tax consultation services were $0 in 2023 and $0 in 2022.

 All
Other Fees

 There
were fees billed for professional services rendered by our principal accountant, M&K CPAs, PLLC, associated with the Company's
S-3 filings, consents and comfort letters approximating $19,500 for the year ended December 31, 2023.

 Administration
of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

 The
Company's Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit
or permissible non-audit services provided by the Company's independent auditors. Our Audit Committee, approved, in advance, all
work performed for the year ended December 31, 2023 and nine-months ended September 30, 2024, by our principal accountant, M&K CPAs,
PLLC. The Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for
delegated authority to approve the engagement of the independent registered public accounting firm, provided that the policies and procedures
are detailed as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures
do not result in the delegation of the Audit Committee's authority to management. In accordance with these procedures, the Audit
Committee pre-approved all services performed by M&K CPAs, PLLC.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 a)
Financial Statements

 1)

 Financial
 statements for our Company are listed in the index under Item 8 of this document.

 2)

 All
 financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the
 financial statements or notes thereto.

 b)
Exhibits

 Exhibit

 Description

 3.1

 Amended
 and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant's Registration
 Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

 3.2

 Bylaws
 of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (333-256691),
 as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

 3.3

 Certificate
 of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant's
 Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021.

 4.3

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023).

 10.1

 EZFill Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to 8-K filed June 7, 2022).

 10.2

 Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc. (incorporated by reference to 8-K filed January 25, 2023).

 10.3

 Consulting Agreement by and between EzFill Holdings, Inc. and Lunar Project LLC dated January 27, 2023 (incorporated by reference to 8-K filed January 27, 2023).

 10.4

 Form of Non-Qualified Stock Option Agreement (incorporated by reference to 8-K filed January 27, 2023).

 10.5

 Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc. (incorporated by reference to 8-K filed February 16, 2023).

 10.6

 Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 10, 2023).

 10.7

 Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated
 by reference to 8-K filed April 21, 2023).

 10.8

 Purchase Agreement, between EzFill Holdings, Inc. and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference
 to 8-K filed April 21, 2023).

 10.9

 Security
 Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed
 April 21, 2023).

 10.10

 Employment
 Agreement between Avishai Vaknin and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023).

 10.11

 Agreement between Telx Computers Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023).

 10.12

 Employment
 Agreement between Yehuda Levy and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023).

 10.13

 Amended
 and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference
 to 8-K filed May 18, 2023).

 10.14

 Amendment
 to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated
 by reference to 8-K filed May 18, 2023).

 10.15

 Amendment
 to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc. and Mountain Views Strategy Ltd. (incorporated
 by reference to 8-K filed May 18, 2023).

 10.16

 Loan
 Agreement between Stripe, Inc. and EzFill Holdings, Inc. dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023).

 10.17

 Note between EzFill Holdings, Inc. and Next Charging, LLC (incorporated by reference to 8-K filed July 11, 2023).

 10.18

 Note between EzFill Holdings, Inc. and Next Charging, LLC (incorporated by reference to 8-K filed August 3, 2023).

 10.19

 Amendment
 to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated
 by reference to 8-K filed August 4, 2023).

 10.20

 Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 23, 2023 (incorporated by reference to 8-K filed August 24,
 2023).

 10.21

 Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 30, 2023 (incorporated by reference to 8-K filed September
 6, 2023).

 10.22

 Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 6, 2023 (incorporated by reference to 8-K filed September
 7, 2023).

 10.23

 Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 13, 2023 (incorporated by reference to 8-K filed September
 15, 2023).

 10.24

 Amendment
 to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated
 by reference to 8-K filed September 21, 2023).

 10.25

 Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference
 to 8-K filed November 3, 2023).

 10.26

 Note dated November 3, 2023 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed November
 3, 2023).

 10.27 +

 Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference
 to 8-K filed October 18, 2023).

 10.28 +

 Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed
 October 18, 2023).

 10.29

 Second
 Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated
 by reference to 8-K filed October 18, 2023).

 10.30

 Amended
 and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of Next Charging LLC and Michael
 Farkas, an individual, as the representative of the members of Next Charging LLC (incorporated by reference to 8-K filed November
 8, 2023).

 10.31

 2023
 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023).

 10.32

 Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023).

 10.33

 Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023).

 10.34

 Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023).

 10.35

 Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023).

 10.36

 Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023).

 10.37

 Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024).

 10.38

 Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed January
 17, 2024).

 10.39

 Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed January
 17, 2024).

 10.40

 Note dated January 16, 2024 between EzFill Holdings, Inc. and Next Charging LLC. (incorporated by reference to 8-K filed January
 17, 2024).

 10.41

 Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K
 filed January 17, 2024).

 10.42

 Promissory Note, dated January 25, 2024 (incorporated by reference to 8-K filed January 31, 2024).

 10.43

 Promissory Note, dated February 7, 2024 (incorporated by reference to 8-K filed February 12, 2024).

 10.44

 Promissory Note, dated February 20, 2024 (incorporated by reference to 8-K filed February 23, 2024).

 10.45

 Global Amendment 1 dated February 19, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed February 23, 2024).

 10.46

 Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed February 23, 2024).

 10.47

 Promissory Note dated February 28, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed March 6, 2024).

 10.48

 Promissory Note dated March 8, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed March 14, 2024).

 10.49

 Promissory Note dated March 15, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp (incorporated by reference to 8-K filed March 18, 2024).

 97.1

 Clawback policy

 List
 of Subsidiaries incorporated by reference to Exhibit 21 to Amendment No. 4 to the Registrant's Registration Statement on Form
 S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021.

 23.1

 Consent of M&K CPAs, PLLC

 31.1*

 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 31.2*

 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 32.1**

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 * Filed herewith

 **
Furnished herewith

 +
Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit
have been omitted because it is both not material and the type of information that the Company treats as private or confidential.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 1st day of April 2024.

 HOLDINGS, INC.

 By:

 /s/
 Yehuda Levy

 Levy

 Chief
 Executive Officer and Director

 (Principal
 Executive Officer)

 In
accordance with the Exchange Act, this Report has been signed below by the following persons on April 1, 2024 on behalf of the registrant
and in the capacities indicated.

 By:

 /s/
 Yehuda Levy

 Levy

 Chief
 Executive Officer and Director

 (Principal
 Executive Officer)

 By:

 /s/
 Michael Handelman

 Handelman

 Chief
 Financial Officer

 (Principal
 Financial Officer)

 By:

 /s/
 Bennett Kurtz

 Bennett
 Kurtz

 By:

 /s/
 Jack Leibler

 Jack
 Leibler

 By:

 /s/
 Sean Oppen

 Sean
 Oppen

 By:

 /s/
 Daniel Arbour

 Daniel
 Arbour