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 utr:sqft

 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, 2024

 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

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

 Securities
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

 NXXT

 Nasdaq
 Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

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 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 such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth 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 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 28, 2024, was $ 3,559,026.

 As
of March 27, 2025, 111,998,644 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.

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

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

 Item
 6.

 [Reserved]

 Item
 7.

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

 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

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

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

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report contains "forward-looking statements" 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. Forward-looking statements
reflect our current view about future events. When used in this annual report, the words "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan," or the negative of these
terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include,
but are not limited to, statements contained in this annual report relating to our business strategy, our future operating results and
liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our
business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from
those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future
performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital
to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other
litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services;
changes in government regulation; our ability to complete capital raising transactions; and other factors (including the risks contained
in the section of this annual report entitled "Risk Factors") relating to our industry, our operations and results of operations.
Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements.

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

 PART
I

 Item
1. Business

 NextNRG: Powering What's Next

 NextNRG is Powering What's
Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation energy infrastructure,
battery storage, wireless electric vehicle (EV) charging and on-demand mobile fuel delivery to create an integrated ecosystem.

At the core of NextNRG's strategy is its utility operating system, which leverages AI and ML to help make existing utilities'
energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management
alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are
designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities
and government properties, expanding energy accessibility.

NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable
energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their
transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to
include the deployment of NextNRG's innovative wireless EV charging solutions.

 What
is a microgrid?

 In
simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other power grids. NextNRG's
technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies. NextNRG believes
that its smart microgrid technology will 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 off-takers.

 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 Commercial & Industrial properties. It is expected
that 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 customers, expand electrical grid capabilities, gain access to electricity where it
is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy
microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence
on foreign oil supply. Finally, we believe it is 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.

 Utility
Scale Smart Microgrid:

NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors
through SaaS agreements. Next believes these customers will benefit from the Smart Microgrid technologies' ability to:

 Provide
 real time data processing to improve overall efficiency and cost structure;

 Continuously
 optimize the system based on operational data;

 Learn
 optimal scheduling and dispatch of energy generation and storage;

 Predict
 changes in renewable energy source output and demand;

 Integrate
 renewable energy while maintaining reliability;

 Autonomously
 identify and addresses technical issues;

 Enhance
 resilience and lower electricity costs;

Smart Microgrid:

believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its smart microgrid
technology ("NextNRG Smart Microgrids"), on commercial properties, schools, hospitals, nursing homes, parking garages, large
rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids
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 Smart Microgrid's revenue generation will primarily come from power
purchase agreements (PPAs) with the diverse range of aforementioned offtakers.

EV Charging:

 Finally,
in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment.
NextNRG believes that its wireless charging technology solves problems such as:

 The
 lack of charging infrastructure: Even when home-charging is taken into account, to properly match forecasted sales demand, the
 United States will need to see the number of EV chargers quadruple between 2022 and 2025, and grow more than eight-fold by 2030,
 according to S&P Global Mobility forecasts

 Range
 Anxiety. A fully charged vehicle can provide between 200-400 miles which causes worry, especially for long drives. With dynamic
 wireless EV charging, cars can charge on the road and maintain optimal charge levels.

 Ease
 of Use. Plugging-in can be easily forgotten. Our planned system will automatically connect the vehicle and account to the charger,
 streamlining the charging process and making it incredibly user-friendly.

 Safety.
 Tripping over a cable can not only cause physical injury but also damage the device and disrupt the charging process. To prevent
 this we plan that our patented technology can deliver a secure connection between the vehicle and charging station, providing peace
 of mind during the charging process.

 Theft/Vandalism
 of cables. The theft of copper from power lines can cause power outages and electrical fires, and with our innovative design
 your EV charging experience can be worry-free from theft and vandalism.

 Weather.
 No longer need to get out of your vehicle and face uncomfortable weather conditions to charge your car.

prospective solutions are supported by seven patented technologies developed by Florida International University, exclusive licenses
to which NextNRG acquired through the purchase of Stat-EI Inc. These technologies were tested on the largest smart grid dataset in the
world. The patents target the support of 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.

 In
an era where the demand for reliable, sustainable energy is rapidly growing, traditional power grids face challenges that necessitate
innovative solutions. AI/ML based smart Microgrids, which operate as smaller versions of the main power grid, provide a resilient and
flexible approach to energy management and distribution. With the proper technology, microgrids can operate autonomously during grid
failures and seamlessly integrate renewable energy sources, making them indispensable in today's energy landscape. We believe that
NextNRG is at the forefront of this revolution, offering cutting-edge AI/ML based smart microgrid technology that enhances grid resiliency,
optimizes energy use, and reduces costs. These systems are designed to meet the challenges of fluctuating energy demands and supply,
ensuring consistent and efficient power delivery across various sectors.

 The
Core Components of NextNRG's technology:

 Microgrid
 Controller - The Microgrid Controller is the brain of the smart microgrid, using AI/ML it seamlessly manages and integrates various
 energy resources. It ensures optimal performance by coordinating energy generation, storage, and distribution in real-time.

 Predictive
 Analytics (RenCast) - RenCast uses advanced AI and machine learning algorithms to predict renewable energy generation with high
 accuracy. By analyzing weather patterns and energy usage data, it enables efficient energy management and maximizes the use of renewable
 resources.

 Battery
 State of Charge (SoC) Management - SoC Management uses AI/ML to ensure that battery systems within the microgrid maintain optimal
 charge levels, extending battery life and guaranteeing energy availability during peak demand or power outages. It plays a critical
 role in the grid's reliability and sustainability.

 PEACE
 Controller - The PEACE Controller provides a mobile source of renewable power during emergencies and grid outages using AI/ML.
 It ensures continuous power supply to critical applications by integrating PV systems, energy storage, and the main grid, enhancing
 overall energy security and resiliency.

 HOPES
 Controller - The HOPES Controller facilitates the integration and management of renewable energy sources across the grid, enabling
 virtual power plant applications. Using AI/ML it improves grid resiliency by allowing for dynamic energy transfer and wide-area aggregation
 of renewable energy.

 The
main drivers of the renewable energy industry 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.

 Next
Owned Smart Microgrid:

believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its AI/ML based
smart microgrid technology ("NextNRG Smart Microgrids"), on commercial properties, schools, hospitals, nursing homes, parking
garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The
NextNRG Smart Microgrids 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 power purchase agreements to sell the power
generated by the solar energy system to those landowners, or various commercial, utility, municipal and community solar off-takers. Additionally,
NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors
through SaaS agreements.

 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. NextNRG's Artificial Intelligence/Machine Learning ("AI/ML")
based patented technologies can:

 Provide
 real time data processing to improve overall efficiency and cost structure;

 Continuously
 optimize the system based on operational data;

 Learn
 optimal scheduling and dispatch of energy generation and storage;

 Predict
 changes in renewable energy source output and demand;

 Integrate
 renewable energy while maintaining reliability;

 Autonomously
 identify and address technical issues;

 Enhance
 resilience and lower electricity 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: By implementing our technology, our customers will be able to lower their cost of electricity. Solely deploying
 our smart microgrid technologies can generate up to 10% savings for customers.

 Increased
 accessibility of clean electricity: Through deployment of microgrid and solar solutions NextNRG 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 continue to 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.

is the owner of exclusive licenses to four patented technologies which cover the development and commercialization of AI/ML based 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 deployed by a large utility for approximately six million of its customers. The combined
technologies are referred to as the NextNRG Smart Microgrid and potential products based on these technologies are explained in more
detail below.

 Smart
Microgrid Controller (US Patent No. 10326280)

 The
 Microgrid Controller is a pivotal component within the smart microgrid ecosystem, serving as the orchestrator of energy resources.
 It efficiently manages the integration and coordination of various power sources, including solar panels, and battery storage systems.
 By continuously monitoring energy production and consumption, the controller ensures optimal performance and reliability of the microgrid.
 It dynamically balances supply and demand, adjusting energy flows in real-time to maintain stability and prevent outages. This intelligent
 management enables seamless transitions between grid-connected and island modes, ensuring uninterrupted power supply during grid
 failures.

 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
RenCast Predictor (US Patent No. 11022720)

 RenCast
 is a AI/ML based tool designed to enhance the efficiency and reliability of renewable energy generation within the smart microgrid.
 By leveraging cutting-edge artificial intelligence and machine learning algorithms, RenCast accurately forecasts the amount of energy
 that will be produced from renewable sources such as solar and wind. This predictive capability allows the microgrid to forecast
 and manage energy supply effectively, ensuring that energy storage and distribution are optimized. By analyzing real-time data from
 weather stations, historical energy usage, and sensor inputs, RenCast minimizes uncertainties and maximizes the utilization of renewable
 energy.

 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.

 The
Battery State of Charge ("SOC") System (US Patent No. 10969436)

 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
 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.

 The
Portable Emergency AC Energy ("PEACE") Controller (US Patent No. 10958211)

 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%. Next'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
NextNRG Smart Microgrid is designed to maintain grid stability and enhance operational efficiency through advanced monitoring and control
systems. By integrating grid forming inverters and multi-level controllers, the microgrid dynamically adjusts to fluctuations in energy
demand and supply. These components work together to ensure a consistent and reliable power supply, reducing the risk of outages and
improving overall energy efficiency. The system's real-time monitoring capabilities provide utility operators with valuable insights
into grid performance, enabling informed decision-making and proactive management.

 The
first deployment of the NextNRG Smart Microgrid is expected to be in Bryceville, Florida.

 Other prospective projects will be built on tribal land in the United
States. NextNRG currently is working on a deployment on tribal land in the State of Louisiana. 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.

 NextNRG is in preliminary discussions with seven Native
American Tribes to deploy 5 mWh Smart Microgrids on their properties. In total, NextNRG has nearly approx. $750 Million in planned smart
microgrid deployments, all of these projects are in different phases of the project timeline. The projects vary from municipal property
to Tribal land, to commercial facilities (healthcare, office space, multifamily, and amusement parks).

 Other planned deployments are in underserved communities located in the City of Newton, Texas and the City of Havana Florida.
NextNRG has filed grant applications with the DOE for those deployments.

also hopes to utilize its AI/ML Smart Microgrid systems to convert shuttered coal-fired power plants into solar energy producing facilities.

believes, that utility companies; microgrid companies; and renewable energy generation companies will all be able to capitalize on the
advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS
model.

 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 charging uses resonant electromagnetic induction to transmit a current, this process is also known as "inductive charging"
or "wireless power transfer" ("WPT"). Wireless charging utilizes a charging pad installed in the ground and a
similar pad installed on the bottom of a car, when the pads align, charging automatically begins.

EV 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.

 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.

 charging is more efficient than a traditional plug in charger.

Charging Parking Bumper (US Patent No. 10836269B2)

primary patent covers an electric vehicle charging station, designed as a bumper which 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.

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

believes its parking bumper patent is the key to commercializing wireless EV charging, the automated verification and payment system
is expected to be the most seamless way to start a charge.

also holds the exclusive license for three patents in the 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.

 Bidirectional
Wireless Power Transfer (US Patent No. 10637294B2)

 This
patent describes a system capable of wirelessly transferring power in both directions. This technology is designed for efficient and
safe power exchange, which could be particularly useful in scenarios where power needs to be sent back to the grid during peak demand,
and/or power outages.

 Advancements
in Inductive Power Transfer (US Patent No. 9919610B1)

 This
patent focuses on enhancing the capabilities of wireless power transfer systems. The improvements include increasing the efficiency of
power transfer, extending the longevity of the system and broadening its applicability across various contexts.

EV Charging Station for Static and Dynamic Charging (US Patent No. 9731614B1)

 This
patent details a wireless charging station specifically designed for EVs. It has the capability to charge EVs both when they are stationary
(static) and while they are in motion (dynamic). The dynamic charging allows for continuous charging, potentially revolutionizing the
way EVs maintain battery levels.

 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, with plans to expand the output capacity to 1mwh and above. 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's
static and dynamic 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.

expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle ("G2V")
and vehicle-to-grid ("V2G"). NextNRG is unaware of any other WPT system which has V2G capabilities. For homeowners who want
to deploy solar and microgrid solutions at their home, with our WPT system we expect for those homeowners to be able to utilize their
car as a battery storage system. Additionally, in emergency outage situations homeowners with our WPT system will be able to maintain
power by using our V2G capabilities.

through an integration with our the Smart Microgrid deployments, NextNRG plans for its WPT 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.

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.

believes that it is positioning itself to be the only wireless EV charging company to able to offer a combination of: (i) wireless charging
outputs from 25kwh to over 1mwh; (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 Commercial & Industrial properties. It is expected
that 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 customers, expand electrical grid capabilities, gain access to electricity where it
is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy
microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence
on foreign oil supply. Finally, we believe it is 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.

Sources

 Sale
of Electricity

 Solar
Electricity

plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy
credits, and performance-based incentives. A portion of NextNRG's power sales revenues is expected to be earned through the sale
of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (PPAs). NextNRG's PPAs will typically have
fixed or floating rates and are expected to be generally invoiced monthly.

EV Charging

will sell energy to its wireless EV charging customers.

plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge
point operators (CPOs), empowering the growth of sustainable transportation infrastructure.

plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the
renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate
our own Power Purchase Agreements (PPA) accordingly. NextNRG is also planning to sell energy to electric vehicle owners via wireless
EV charging.

 SaaS
& Licensing

 Software
as a Service Agreements

plans to generate revenue from the sale of its energy management software under SaaS Agreements with utility companies; microgrid companies;
and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation
systems will have the option of entering a SaaS agreement to purchase rights to the technology.

 Hardware
Licensing

plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG's
intellectual property, hardware, or software solutions within their proprietary product.

 Sale
of Hardware

plans to generate revenues from the sale of hardware, eg. solar panels, battery storage solution equipment, wireless charging
pad or bumper and vehicle receiver technology.

 Potential
Customers Include

owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers, tribal land, car
manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.

 Agreements
and Collaborations

 License
Agreements with Florida International University

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

 Agreement
with Midwest

and Midwest have entered an agreement to work together to establish a greenfield facility for the manufacturing of battery-energy-storage
systems (BESS) in the United States of America. While some of the components will be sourced from India in the initial phase, localization
of components and sub-systems will be made a priority of the parties. In the interim period, Midwest will supply the products and services
for NextNRG's current planned deployments. The scope of such supply includes BESS, solar panels, as well as design services. The
collaboration with Midwest is expected to meet the requirements of the "Made in America" and produce local products which
are key to the energy transition goals of the US. Further, this activity is expected to qualify for and attract public financing, earn
tax credits, and cut down the overall costs of deployment of the solutions offered by NextNRG.

 Intellectual

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.

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

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

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

owns the domain names: NextCharging.com; NextNRG.com; NXXT.energy; and NextNRG.energy

 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 may 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, when needed 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.

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

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 that through its agreement with Midwest, it will be manufacturing some, if not all, of its products in-house.

 Mobile Fueling

 NextNRG's Mobile Fueling solution offers on-demand and subscription-based
fuel delivery services, catering to individual consumers, fleets, marine, and other specialty markets. Leveraging digital technology and
GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet
services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize
operations and reduce downtime. This innovation not only meets the modern demand for convenience but also aligns with the broader shift
towards more agile and responsive service models in today's economy.

 NextNRG's app-based platform conveniently brings the gas station
 to customers with a growing fleet of Mobile Fueling Trucks. NextNRG's business verticals align to the high-use,
 high demand cases in vehicle operations. These are; individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle
 markets.

 An
 EzFill Mobile Delivery Truck

 For
 CONSUMERS, NextNRG services individual "consumer" customers directly at their residences or places of work. In
 the consumer vertical, NextNRG customers sign-up for NextNRG services individually, or as part of an employer which offers discounted
 NextNRG 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, NextNRG 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 NextNRG 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, NextNRG adapts to each market based on the type of vehicles that can benefit from "at location"
 fuel delivery. In NextNRG's home market, Florida, their "specialty" vertical services hundreds of boat owners at
 their homes or at marinas at which they are docked. NextNRG'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

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 NextNRG, 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%. NextNRG's solution tackles fraud head on by taking
 the drivers out of the equation. NextNRG brings the fuel 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 fuel 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). NextNRG's App-based approach lowers our underlying costs and allows us to offer fuel 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. NextNRG's Mobile
 Fueling Trucks address these safety issues by bringing the fuel 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. NextNRG'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 NextNRG 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.

 Mobile Fueling
Product Offerings

 We
provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Tennessee and Michigan. Our goal is to service all our customers across all our lines of business at predictable locations during vehicle downtimes.
Our fleet currently includes 140 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 $6.99 for each delivery or they have the option to pay $14.99 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.
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 NextNRG 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 NextNRG. 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 NextNRG 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 fuel 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).

 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 fuel 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.

 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, as well as a leading equipment rental company.

 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.

 Mobile Fueling 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.

 Mobile Fueling
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 approximately 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. NextNRG
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. NextNRG 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
 Services

 Housekeeping
 Services

 Healthcare
 Services

 Laundry
 Services

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

 Mobile Fueling
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 fleet of trucks, our goal is to open in new markets throughout the US.

current focus is on expanding its geographic footprint. We aim to open in new markets 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 NextNRG 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.

 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.

 Government

 Our
industry has certain government regulations, NextNRG is dedicated to ensuring 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. NextNRG 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. NextNRG'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. NextNRG keeps up
to date on the local regulations in each of the locations it operates in 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 phone# 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 cleanup 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.

 Corporate Information

 EzFill 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. On February 13, 2025, EzFill Holdings, Inc. was renamed as
NextNRG, Inc. The business is headquartered in South Florida.

 Our principal executive offices are located at 57
NW 183 rd Street, Miami, FL 33169, and our telephone number is 305-791-1169. Our website address is nextnrg.com. Information
contained on, or accessible through, our website is not a part of this Annual Report on Form 10-K.

 Nextnrg.com, NextNRG, and other trade names, trademarks,
or service marks of NextNRG appearing in this annual report are the property of NextNRG. 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.

Developments

 Definitive
Information Statement

 On
October 11, 2024, the Company filed a Definitive Information Statement on Schedule 14C (the "Information Statement") with
the SEC in connection with the approval by the holders of a majority of the Company's voting capital stock, by written consents
in lieu of meetings delivered on September 25, 2024, pursuant to Section 228 of the Delaware General Corporation Law ("DGCL")
and Section 9 of Article II of our bylaws, providing approval for the following corporate actions: (i) approving conversions of Series
A Preferred Stock and Series B Preferred Stock which will result in shares of the Company's Common Stock issued that is equal or
greater than 20% of the Company's issued and outstanding shares of Common Stock as of the date of such issuance; and (ii) approving
an amendment to the Second Amended and Restated Exchange Agreement between the Company and NextNRG executed on June 11, 2024, whereby
the consideration to NextNRG was increased to 100,000,000 shares of Common Stock as well as additional changes to the vesting conditions
on the shares of Common Stock under such agreement, referred to herein together as the "Authorizations."

 Concurrently
with the Authorizations, all of the members of the Board, by written consents in lieu of a meeting, as provided under the DGCL, provided
similar authorizations.

 The
Information Statement was furnished to our stockholders of record as of September 26, 2024 (the "Record Date"), solely for
the purpose of informing our stockholders of the actions taken by the written consent. The actions taken by written consent of the majority
stockholders became effective is twenty (20) calendar days after the Information Statement was first mailed or otherwise delivered to
holders of our Common Stock as of the Record Date.

 Asset
Purchase Agreement with Yoshi and Closing

 On
November 18, 2024, the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement" and the transactions
contemplated thereby the "Transactions") with Yoshi, Inc., a Delaware Corporation ("Yoshi"), pursuant to which
the Company agreed to purchase from Yoshi, and Yoshi agreed to sell to the Company, Yoshi's mobile fueling assets as set forth
in the Asset Purchase Agreement (the "Assets") for a total purchase price of $2,000,000 (the "Purchase Price").
The closing occurred on December 2, 2024 (the "Closing Date") at which time the Purchase Price was paid as follows: (i) $1,250,000
cash paid on the Closing Date; (ii) $500,000 in the form of the Company's common stock paid on the Closing Date; and (iii) $250,000
in the form of a promissory note to be paid after 6 months but within 9 months of the Closing Date. The Company's common stock
to be issued by the Company to Yoshi as part of the Purchase Price was issued based on the Nasdaq closing price for Company's common
stock on the last trading day prior to the Closing Date. On the Closing Date, 201,613 shares of the Company's common stock were
issued as part of the Purchase Price.

 The
Assets, as set forth in detail on Schedule 1 and Schedule 2 of the Asset Purchase Agreement, consist of all of Yoshi's equipment
and all the non-itemized or non-serialized equipment, parts, consumable and retail supplies and merchandise, office, shop and other equipment,
machinery, fixtures, tools, attachments, hoses, cables, supplies, leasehold improvements and other tangible personal property used in
Yoshi's business as well as all of Yoshi's rights to Yoshi's business contracts used in Yoshi's business. Pursuant
to the Asset Purchase Agreement, the Company did not assume, nor agreed to pay, perform or discharge, any liability of Yoshi. Pursuant
to the Asset Purchase Agreement, Yoshi agreed to pay all taxes associated with the Assets attributable to the taxable years or periods
ending prior to the Closing Date. Pursuant to the Asset Purchase Agreement, Yoshi will maintain all rights and use of the name "Yoshi"
or "Yoshi Mobility." Each party bore its own costs, fees and expenses in connection with the Asset Purchase Agreement and
the Transactions.

 On
the Closing Date, the Company paid the Purchase Price, except for $600,000 of the cash consideration, to Yoshi, and Yoshi delivered to
the Company (i) a bill of sale for each of the Assets, (ii) an assignment and assumption agreement, and (iii) evidence that any and all
encumbrances on the Assets have been released and that termination statements with respect to all UCC financing statements relating to
any such encumbrances have been filed, or will be filed promptly following the Closing Date. Upon the Company's payment of the
remaining $600,000 of cash consideration to Yoshi, Yoshi will deliver to the Company all certificates of title to motor vehicles then
in Yoshi's possession included in the Assets.

to the Asset Purchase Agreement, Yoshi and the Company agreed to indemnify each other for any losses incurred by a party as a result
of the other party's inaccuracy in or breach of any representation or warranty, nonfulfillment, non-performance or other breach
of any covenant or agreement in the Asset Purchase Agreement, or any arrangements or agreements made or alleged to have been made with
any broker, finder or other agent in connection with the Transactions.

 As
a result of the closing of the Transactions, the Company has officially commenced operations in four new States: California, Michigan,
Tennessee and Texas. The Company has started the process of integrating Yoshi's assets, operations and customers into its growing
infrastructure.

 The
foregoing disclosure regarding the Asset Purchase Agreement is qualified in its entirety by reference to the Asset Purchase Agreement,
which is incorporated herein by reference and attached hereto as Exhibit 10.89.

 Purchase
and Sale Agreement, License for Entry, and Bill of Sale, dated as of December 27, 2024

 On
December 12, 2024, the Company and Shell Retail and Convenience Operations LLC d/b/a Shell Tap Up and d/b/a Instafuel, a Delaware limited
liability company ("Shell"), entered into a Letter of Understanding (the "LOU") in respect of the purchase and
sale of seventy-eight (78) trucks and certain above ground tanks for a total purchase price of $5,345,077 plus applicable taxes. The
LOU provided the Company with an option of removing up to eight (8) trucks from the schedule of transferred assets, based on the results
of its inspections of the trucks, with the final purchase price being updated accordingly.

 On
December 27, 2024, the Company and Shell entered into that certain Purchase and Sale Agreement, License for Entry, and Bill of Sale (the
"Agreement") in closing the matters previously set forth in the LOU. Pursuant to the Agreement, the Company purchased from
Shell seventy-three (73) trucks for $4,840,121.61 and six (6) atmospheric storage tanks for $80,000. In connection with the signing of
the LOU, the Company paid a seven percent (7%) non-refundable downpayment in the amount of $379,755.39 on December 16, 2024. The Agreement
provides for certain representations, covenants and indemnification obligations that are customary for these types of transactions.

 Mobile
Fueling Vendor Agreement, dated as of December 14, 2024

 On
December 14, 2024, the Company and Amazon Logistics, Inc., a Delaware corporation ("Amazon") entered into a Mobile Fueling
Vendor Agreement (the "Agreement") in respect of certain mobile fueling products and services to be provided by the Company
to Amazon. Such products and services will include, but not be limited to, (i) the Company's on-site fueling services for fleet
vehicles for both overnight and daytime fueling services to certain vehicles identified by Amazon stored at certain Amazon delivery locations
and other off-site locations designed by Amazon, and (ii) a designated account management team available to assist Amazon during normal
business hours and that will respond to escalations, questions and other support needed on a timely basis.

 The
Agreement provides for certain service level agreements in connection with establishing a process to review the deployment plan as set
forth therein on at least a monthly basis to track progress and align on any required adjustments. Further, the Agreement provides for
certain representations, covenants and indemnification provisions that are customary for these types of transactions.

 The
term of the Agreement commences as of the Effective Date (as defined in the Agreement) and, unless earlier terminated as provided thereunder,
will continue for three (3) years (the "Initial Term"). Following the Initial Term, Amazon has the unilateral right to extend
the Agreement for up to two (2) additional one-year terms by providing sixty (60) days' notice to the Company of its intent to
extend the Agreement.

Promissory Notes (Also see Note 5 in the accompanying consolidated financial statements for a detail of our debt arrangements)

Note dated December 2, 2024

 On
December 2, 2024, the Company and NextNRG entered into a promissory note (the "December 2 Note") for the sum of $715,000
to be used for the Company's working capital needs. The December 2 Note has an original issue discount ("OID") equal
to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along
with accrued interest, will be due and payable in full on December 2, 2025. If the Company defaults on the December 2 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 2 Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price").
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq
Capital Market on the date of the December 2 Note. The Company and NextNRG have agreed that the total cumulative number of common stock
issued to NextNRG under the December 2 Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining
outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG. The December 2 Note contains a protection
for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 2 Note is
issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note
will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 3, 2024

 On
December 3, 2024, the Company and NextNRG entered into a promissory note (the "December 3 Note") for the sum of $275,000
to be used for the Company's working capital needs. The December 3 Note has an original issue discount ("OID") equal
to $25,000. The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along
with accrued interest, will be due and payable in full on December 3, 2025. If the Company defaults on the December 3 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 3 Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price").
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq
Capital Market on the date of the December 3 Note. The Company and Next have agreed that the total cumulative number of common stock
issued to Next under this Note, 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 Company
is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding
balance of this December 3 Note must be repaid in cash at the request of Next. The December 3 Note contains a protection for Next in
the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 3 Note is issued and outstanding
and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by
the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 17, 2024

 On
December 17, 2024, the Company and NextNRG entered into a promissory note (the "December 17 Note") for the sum of $580,000
to be used for the Company's working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest
of 8% per annum. Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,
the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. As part of the
promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase
of equipment. If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and
unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of
the Company's common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period
prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing, the conversion price shall not
exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of the December 17 Note. The Company
and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next
in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request
of Next. The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In
the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and
the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,
split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding
shares of common stock.

Note, dated as of December 26, 2024

 On
December 26, 2024, the Company and Gad International Ltd. (the "Lender") entered into a promissory note (the "Gad
Note") for the sum of $2,500,000 (the "Loan") to be used for the Company's working capital needs, including
without limitation the purchase of equipment. Unless the Gad Note is otherwise accelerated, or extended in accordance with the terms
and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23,
2025. Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan,
and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension
to the Loan, upon the Lender's written consent. If any amount payable under the Loan is not paid when due, whether at stated
maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of twenty-one percent (21%). Additionally,
the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of
Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025. However, pursuant to an amendment
to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the
Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval and once the
shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares. The
Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they
become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing price for the Company's
common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid
a fee of $200,000.

Note, dated as of December 30, 2024

 On
December 30, 2024, the Company and NextNRG entered into a promissory note (the "December 30 Note") for the sum of $330,000
to be used for the Company's working capital needs, including without limitation the purchase of equipment. The unpaid principal
balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated, or
extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will
be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully
paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP
over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date
of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the
December 30 Note, 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 Company is unable to obtain shareholder
approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December
30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company
effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not
been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios
or multipliers of, any such subdivision, split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding
shares of common stock.

Note, dated as of January 15, 2025

 On
January 15, 2025, the Company and Alcourt LLC (the "Alcourt") entered into a promissory note (the "Alcourt Note")
for the sum of $1,000,000 to be used for the Company's working capital needs, including without limitation the purchase of equipment.
The Alcourt Note was issued with an original issue discount of $50,000. The unpaid principal balance of the Alcourt Note has a fixed
rate of interest of 15% per annum. Unless the Alcourt Note is otherwise accelerated, or extended in accordance with the terms and conditions
therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 ("Maturity
Date"). If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the
Company's common stock with a then current value of $500,000 to Alcourt (the "Extension Fee"). The shares will be valued
based on the greater of: (i) the closing price of the Company's common stock on the Maturity Date; or (ii) $1.00 per share; if
the Company's common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash.
The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company
common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025. Upon payment of the Extension Fee, the Maturity
Date shall be extended until July 15, 2025. Additionally, if Alcourt Note is paid at any time after the initial Maturity Date, the Company
shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due
to Alcourt. No shares of the Company shall be issued without the Company first receiving shareholder approval. The Company has commenced
the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note.

 The
note was repaid in full in February 2025.

 Shareholder
Approval

 The
holders of a majority of the Company's voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025,
pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the
following corporate actions (the "Authorizations"):

 (i)

 the
 possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note,
 dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15,
 2025, this note was repaid in full in February 2025.;

 (ii)

 the
 possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December
 26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as
 of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025. The note was extended to March 23, 2025, and in exchange for the extension
of the maturity date, the Company paid a fee of $200,000; and

 (iii)

 the
 possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding
 Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

 Such
consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that
the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public
offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would
be equal to or greater than 20% of the Company's issued and outstanding shares of common stock as of the date of issuance. The
Company has filed with the Commission a definitive information statement under cover of Schedule 14C in respect of the Authorizations
and expects to disseminate such information statement as soon as reasonably practicable.

 Certain
Receivable Financing Arrangements, dated as of December 27, 2024

 On
December 27, 2024, the Company entered certain receivable financing arrangements with the following parties: (i) Revenue Purchase Agreement
and Guaranty of Performance with GALT FUNDING Co. (the "Galt Agreement"); (ii) Sales of Future Receipts Agreement with Redstone
Advance Inc. (the "Redstone Agreement"); and (iii) Future Receivables Sale and Purchase Agreement with Funderzgroup LLC dba
Mr. Advance (the "Funderzgroup Agreement", and together with the Galt Agreement and the Redstone Agreement, the "Receivable
Financing Agreements"). Each of the Receivable Financing Agreements shall expire when the amounts financed thereunder are paid
in full to the respective lenders, which the Company expects to be approximately six (6) months from the date of their signing. The Galt
Agreement provides the Company with $500,000 in receivables financing subject to an origination fee of $15,000 and a payment schedule
of $27,500 per week. The Redstone Agreement provides the Company with $1,000,000 in receivables financing subject to an origination fee
of $30,035 and a payment schedule of $55,000 per week. The Funderzgroup Agreement provides the Company with $1,000,000 in receivables
financing subject to fees of $30,035 and a payment schedule of $55,000 per week. Each of the Receivable Financing Agreements provide
for certain representations and covenants that are customary for these types of transactions.

 Nasdaq
Notice of Failure to Satisfy Continued Listing Rule

 On
January 10, 2025, the Company received a letter from the Listing Qualifications Staff (the "Staff") of Nasdaq indicating
that the Company no longer complies with Nasdaq rules for continued listing because the Company has not yet held an annual meeting of
stockholders within one year after the end of the Company's fiscal year ended December 31, 2023, as required pursuant to Nasdaq
Listing Rule 5620(a) (the "Annual Meeting Requirement").The Company has 45 calendar days to submit a plan to regain compliance
and, if the Staff accepts the Company's plan, the Staff can grant an exception of up to 180 calendar days from December 31, 2024,
or until June 30, 2025, to regain compliance. The Company plans to timely submit such a plan for the Staff's consideration. There
can be no assurance that the Staff will accept the Company's plan to regain compliance with the Annual Meeting Requirement, or
that the Company will evidence compliance with the Annual Meeting Requirement during any extension period that the Staff may grant. If
the Staff does not accept the Company's plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings
Panel. Prior to receiving the deficiency letter from the Nasdaq regarding the Annual Meeting Requirement, on December 31, 2024, the Company
filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A relating to its planned annual meeting
of stockholders for the fiscal year ended December 31, 2023. The stockholders meeting for the fiscal year ended December 31, 2023 was
held on January 16, 2025. On January 22, 2025, the Company received a letter from the Staff of Nasdaq confirming that the Company has
regained compliance with the Annual Meeting Requirement.

 Closing
of the NextNRG Acquisition

 The
Company, the members of Next Charging LLC (the "Members") and Michael Farkas, an individual, as the representative of the
Members entered into an Exchange Agreement dated August 10, 2023 as amended by the Amended and Restated Exchange Agreement, dated November
2, 2023 (as so amended the "Original Exchange Agreement"), pursuant to which the Company agreed to acquire from the Members
100% of the membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of common
stock, par value $0.0001 per share, of the Company (the "Common Stock"). Subsequently, Next Charging LLC converted to a corporation
organized in the State of Nevada named NextNRG Holding Corp. ("Next") effective as of March 1, 2024 (the "Conversion"),
which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging LLC remained
as shareholders of NextNRG.

 On
June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next (the "Shareholders") and
Michael Farkas as the representative of the Shareholders (the "Shareholders' Representative") executed a second amended
and restated agreement to replace the Original Exchange Agreement in its entirety (the "Second Amended and Restated Exchange Agreement").
Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Shareholders 100% of the shares
of Next in exchange for the issuance by the Company to the Shareholders of Common Stock.

 On
July 22, 2024, the Company and the Shareholders' Representative entered into the first amendment to the Second Amended and Restated
Exchange Agreement ("First Amendment") to add a new section 2.10 to the Second Amended and Restated Exchange Agreement providing
that, in the event that the Company at any time prior to the closing undertakes any forward split of the Common Stock, or any reverse
split of the Common Stock, any references to numbers of shares of Common Stock and the shares of Common Stock to be issued to the Shareholders
as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and adjusted to the extent still
applicable.

 The
Company and the Shareholders' Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement
("Second Amendment"). Under the Second Amendment, the consideration to be paid to the Shareholders was revised from 40,000,000
shares of Common Stock to 100,000,000 shares of Common Stock ("Exchange Shares") of which, 25,000,000 or 50,000,000 shares
of the Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares
would be subject to vesting or forfeiture. The Second Amendment also provides that in the event that the acquisition of an acquisition
target (as defined under the Second Amended and Restated Exchange Agreement) by Next (the "Target"), directly or indirectly
through Next or a subsidiary of Next, had been completed prior to the closing, then 50,000,000 of the Exchange Shares would be the "Vested
Shares" and 50,000,000 of the Exchange Shares would be the "Restricted Shares" subject to vesting. In the event that
the acquisition of the acquisition Target by Next, directly or indirectly through Next or a subsidiary of Next, had not been completed
prior to the closing, then 25,000,000 of the Exchange Shares shall be the "Vested Shares" and 75,000,000 of the Exchange
Shares shall be the "Restricted Shares" subject to vesting. The Second Amendment also amends and restates the vesting schedule
for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second Amended and Restated Exchange Agreement
in light of the amendment to the Company's amended and restated certificate of incorporation.

 On
February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended by
the First Amendment and Second Amendment, was completed, and in connection therewith Next became a wholly owned subsidiary of the Company.

 Employees

 As
of March 25, 2025, we had a total of approximately 163 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
lease office space at 2999 NE 191 st Street, Aventura, FL 33180 and pay approximately $26,000 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 57 NW 183 rd Street and pay $10,300 per month.

we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11 th Ave., Hialeah, FL 3301 and pay
$8,250 per month.

 We
also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida. Finally, we lease approximately 3,000
square feet of office space, located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139. The Company is not charged any fees for this arrangement.

 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

 Any
investment in our securities involves a high degree of risk. You should carefully consider the risks described below as well as other
information provided to you in this document, including information in the section of this document entitled "Cautionary Note Regarding
Forward Looking Statements."

 Our
business, financial condition or operating results could be materially adversely affected by any of these risks. In such case, the trading
price of our common stock could decline, and our stockholders may lose all or part of their investment in our securities.

 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.

 Revenues
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, 2024. 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 June 30, 2025. In order to
have sufficient cash to fund our operations beyond June 30, 2025, 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.

geopolitical conditions could adversely affect our results of operations.

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.

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, 2024, has included an explanatory
paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2024,
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 June 30, 2025, 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.

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

has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results.
NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG'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, NextNRG has not generated significant revenues or achieved profitability, and may never generate significant revenues or become
profitable.

has incurred net losses since inception and may not be able to achieve or maintain profitability in the future. NextNRG's expenses
will likely increase in the future as it develops and launches its products, expands into 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 NextNRG expects and may not
result in increased revenue or growth in its business. NextNRG 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 NextNRG from achieving or maintaining profitability or positive cash flow on a consistent basis or at all. If NextNRG 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, NextNRG may continue
to incur net losses in the future, which may be substantial, and it may never be able to achieve or maintain profitability. NextNRG 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, NextNRG intends to continue to expend significant funds to further develop its technology. Furthermore,
if NextNRG'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 NextNRG's platform and services may not be as large as NextNRG 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 NextNRG 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.

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

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 NextNRG 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 NextNRG's current management team has limited prior experience. In addition, as new and existing competitors introduce new
products or services that compete with NextNRG'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, NextNRG 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.

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.

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 NextNRG.
In addition, there are very few barriers to entry into the market for its services. There can be no assurance, therefore, that any of
NextNRG'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. Additionally, there is no guarantee that NextNRG's wireless EV charging
solutions will be accepted by the market.

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
NextNRG 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, NextNRG 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,
NextNRG 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. NextNRG'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.

revenue growth ultimately depends on consumers' willingness to adopt electric vehicles with wireless charging capabilities in a
market which is still in its early stages.

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, NextNRG'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 NextNRG's business, operating results, financial condition and prospects.

 Risks
Related to Ownership of Our Common Stock and this Offering

 Our
stock price is expected to fluctuate significantly.

 Our
common stock is approved for listing on The Nasdaq Capital Market under the symbol "NXXT" 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 to 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
Chief Executive Officer and Executive Chairman controls approximately 68.14% of our outstanding common stock as of March 25, 2025, and
our officers and directors collectively own approximately 80.62% 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 "Equity
Rule"). As reported in its Form 10-Q, the Company's stockholders' equity as of June 30, 2023 was approximately $1,799,365.
As of June 30, 2024, the Company's stockholders' deficit was ($4,833,450). The Staff's notice had no immediate impact
on the listing of the Company's common stock on Nasdaq.

 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 requested an appeal of the Staff's determination and such hearing occurred on May 2, 2024. At the hearing, the Company
presented its plan for regaining compliance with the Equity Rule and requested a further extension to complete the execution of its plan.
On May 13, 2024, we received an extension until July 12, 2024, to regain compliance with the Equity Rule.

 On
August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,
as required by the Panel's decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the
Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year
monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule
5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will
not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company
be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination
Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if
the initial Panel is unavailable. The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing
Rule 5815(d)(4)(C) and the Company's securities may at that time be delisted from Nasdaq.

 On
January 10, 2025, the Company received a letter from the Staff indicating that the Company no longer complies with Nasdaq rules for continued
listing because the Company has not yet held an annual meeting of stockholders within one year after the end of the Company's fiscal
year ended December 31, 2023, as required pursuant to Nasdaq Listing Rule 5620(a) (the "Annual Meeting Requirement"). The
Company has 45 calendar days to submit a plan to regain compliance and, if the Staff accepts the Company's plan, the Staff can
grant an exception of up to 180 calendar days from December 31, 2024, or until June 30, 2025, to regain compliance. The Company plans
to timely submit such a plan for the Staff's consideration. There can be no assurance that the Staff will accept the Company's
plan to regain compliance with the Annual Meeting Requirement, or that the Company will evidence compliance with the Annual Meeting Requirement
during any extension period that the Staff may grant. If the Staff does not accept the Company's plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel. Prior to receiving the deficiency letter from the Nasdaq regarding the
Annual Meeting Requirement, on December 31, 2024, the Company filed with the Securities and Exchange Commission a definitive proxy statement
on Schedule 14A relating to its planned annual meeting of stockholders for the fiscal year ended December 31, 2023. The stockholders
meeting for the fiscal year ended December 31, 2024 was held on January 16, 2025. On January 22, 2025, the Company received a letter
from the Staff of Nasdaq confirming that the Company has regained compliance with the Annual Meeting Requirement.

 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.

 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.

 The
Company is a "controlled company" within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions
from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections
afforded to stockholders of companies that are subject to such requirements.

 The
Company is currently a "controlled company" within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, the
Chief Executive Officer and Executive Chairman of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately
68.14% of the Company's common stock and therefore controls a majority of the voting power of the Company's outstanding common
stock and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions
from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders
will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a
company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is
a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements:

 that
 a majority of the board consists of independent directors;

 for
 an annual performance evaluation of the nominating and corporate governance and compensation committees;

 that
 the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with
 a written charter addressing the committee's purpose and responsibilities; and

 that
 the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing
 the committee's purpose and responsibility.

 While
the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the
Company's stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq
corporate governance requirements.

 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 $26,000 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 57 NW 183 rd Street and pay $10,300 per month.

we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11 th Ave., Hialeah, FL 3301 and pay
$8,250 per month.

 We
also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida. Finally, we lease approximately 3,000
square feet of office space, located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139. The Company is not charged any fees for this arrangement.

 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 "NXXT." Our common stock commenced trading on September
15, 2021.

 There
were 111,998,644 shares of common stock issued and outstanding as of March 25, 2025. As of March 25, 2025, there were approximately 107
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.

 On
February 13, 2025, the Company announced the pricing of a public offering of 5,000,000 shares of common stock at a price to the public
of $3.00 per share, for gross proceeds of $15,000,000, before deducting underwriting discounts and offering expenses. In addition, the
Company granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock to cover over-allotments,
if any. A registration statement on Form S-1 (File No. 333-275761) relating to such shares was filed and a post-effective amendment thereto
became effective on February 13, 2025. ThinkEquity, LLC acted as sole book-runner for the offering. The closing of this offering occurred
on February 18, 2025. The net proceeds to the Company from this offering, after deducting the underwriting discounts and commissions
and other estimated offering expenses payable by the Company, is expected to be approximately $13.3 million. The Company intends to use
the net proceeds from this offering to expand its business, repay outstanding indebtedness, and general corporate purposes, including
working capital.

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 100,690,402 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, 2024.

 Item
6. [Reserved]

 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 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, 2024 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 NextNRG, Inc.

 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. NextNRG provides its customers with 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.

 Critical
Accounting Policies and Estimates

discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which
were prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). The preparation of these consolidated
financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may
be material.

 While
our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies of
the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most critical
accounting policies, which are those that are most important to our financial condition and results of operations and which require our
most difficult, subjective and complex judgments.

 Principles
of Consolidation

 The
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation".

 In
accordance with ASC 810-10, consolidation applies to:

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

 Variable
 Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)
 power over significant activities and (ii) the obligation to absorb losses or receive benefits.

 All
intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments
and relationships to assess consolidation requirements.

Combinations, Asset Acquisitions, and Reverse Acquisitions

 The
Company accounts for acquisitions in accordance with ASC 805, "Business Combinations," and applicable SEC reporting requirements
under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted
for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company
evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure
requirements.

Combinations

 For
transactions classified as business combinations, the Company:

 Recognizes
 and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests
 at their fair values at the acquisition date (ASC 805-20-25-1).

 Records
 goodwill as the excess of the fair value of consideration transferred over the fair value
 of net assets acquired, including any previously held equity interests (ASC 805-30-30-1).

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

 Uses
 preliminary purchase price allocations, with adjustments permitted within the measurement
 period (not exceeding one year) per ASC 805-10-25-13. Adjustments beyond the measurement
 period are recorded in earnings.

judgments in fair value determinations include:

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

 Useful
 life assessments, impacting amortization and financial results.

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

 For
SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.
The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

 Asset
Acquisitions

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

 Applies
 the "screen test" to determine whether substantially all of the fair value of
 gross assets acquired is concentrated in a single identifiable asset or group of similar
 assets (ASC 805-10-55-3A).

 Allocates
 the purchase price using a cost accumulation model, assigning costs to acquired assets based
 on their relative fair values (ASC 805-50-30-3).

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

 The
classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen
test. Incorrect classification can materially impact:

 The
 recognition of goodwill (only in business combinations).

 The
 measurement and presentation of acquired assets and assumed liabilities.

 The
 Company's financial position and results of operations.

 Reverse
Acquisitions

 A
reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and
the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, "Reverse
Acquisitions."

 Accounting
for Reverse Acquisitions

 The
 legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its
 assets, liabilities, and operations are measured at historical cost.

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

 No
 goodwill is recognized, as the transaction is considered a capital reorganization rather
 than an acquisition of a business per ASC 805-40-30-2.

 The
 equity structure (common stock and additional paid-in capital) is adjusted to reflect that
 of the legal acquirer, but the retained earnings balance is that of the accounting acquirer.

 Disclosure
Requirements for Reverse Acquisitions

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

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

 A
 comparative analysis of financial statements before and after the acquisition.

 Pro
 forma financial information in accordance with Regulation S-X, Article 11, showing the impact
 of the transaction as if it had occurred at the beginning of the reporting period.

 in governance, management, and operations post-acquisition.

 For
SEC registrants, a reverse merger with a public shell company may also trigger "Super 8-K" reporting requirements under SEC
Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

 Regulatory
and Financial Reporting Considerations

 For
SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

 S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets
 significance thresholds under Rule 1-02(w).

 S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company's
 business operations.

 S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company's financial
 condition and results of operations in Management's Discussion and Analysis (MD&A).

 S-X, Article 11: Requires pro forma financial statements if the acquisition is significant.

 Form
 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse
 mergers.

 The
Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC
805, SEC reporting requirements, and regulatory guidance.

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may
differ from these estimates, and such differences could be material.

 In
accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.
The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative
and qualitative assessments that it believes are reasonable under the circumstances.

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

 Allowance
 for doubtful accounts and other receivables

 reserves and classifications

 of loss contingencies

 of stock-based compensation

 Estimated
 useful lives of property and equipment

 of intangible assets

 Implicit
 interest rate in right-of-use operating leases

 tax positions

 allowance on deferred tax assets

 Risks
and Uncertainties

 The
Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic
fluctuations. The Company's operations are exposed to significant financial, operational, and strategic risks, including potential
business disruptions, supply chain constraints, and liquidity challenges.

 In
accordance with ASC 275, "Risks and Uncertainties," the Company evaluates and discloses risks that could materially affect
its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:

 1.
 Industry
 Cyclicality (ASC 275-10-50-6) – The Company's financial performance is affected
 by industry trends, seasonality, and shifts in market demand.

 2.
 Macroeconomic
 Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest
 rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company's
 revenue streams.

 3.
 Pricing
 Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain
 disruptions, and competitive pricing pressures can lead to fluctuations in gross margins
 and profitability.

 Given
these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting
liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures
to mitigate their potential impact.

Receivable

 The
Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable
value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

 The
Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require
collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).

 Allowance
for Doubtful Accounts

periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance
is determined based on:

 A
 review of outstanding accounts,

 collection experience, and

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

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

 The
Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower
of cost or net realizable value ("LCNRV") using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

Valuation and Reserve Assessment

assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary.
The Company evaluates factors such as:

 Market
 conditions affecting fuel prices,

 Net
 realizable value based on estimated selling price, and

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

 Right
of Use Assets and Lease Obligations

 The
Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the
present value of the Company's estimated future minimum lease payments over the lease term, including any reasonably certain renewal
options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

 The
Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company's
leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated
balance sheet.

 Short-Term
Leases

 The
Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are
not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.

 Lease
Term and Renewal Options

 In
determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC
842-10-30-1. Factors considered include:

 The
 useful life of leasehold improvements relative to the lease term,

 The
 economic performance of the business at the leased location,

 The
 comparative cost of renewal rates versus market rates, and

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

 If
a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease
payments. The Company's operating leases contain renewal options with no residual value guarantees. Currently, management does
not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

 Discount
Rate and Lease Liability Measurement

 Since
the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate
it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

 Lease

 In
accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances
suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2024,
and 2023.

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

 The
Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards
Update (ASU) 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer
in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 The
Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue
from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the
satisfaction of the performance obligation over time within a one-month membership cycle.

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

 1.
 Identify
 the Contract with a Customer

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

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

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

 The
 payment terms are identified, and the consideration is determinable.

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

 Contracts
for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and
credit risk in accordance with ASC 606-10-25-5.

 2.
 Identify
 the Performance Obligations in the Contract

 A
performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in
the context of the contract, per ASC 606-10-25-19.

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

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

 Fees – Monthly membership services, with revenue recognized over time within a one-month
 membership cycle, as the customer benefits from access to services throughout the period.

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

 3.
 Determine
 the Transaction Price

 The
transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the
customer, per ASC 606-10-32-2.

 The
Company's transaction price considerations include:

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

 No
 variable consideration – The Company does not formally offer refunds, rebates, or pricing
 incentives. During the years ended December 31, 2024 and 2023, respectively, the Company
 granted insignificant discounts of less than 1% of total revenues.

 No
 financing component – Payments are made upon fuel delivery or at the end of the monthly
 membership cycle, per ASC 606-10-32-15.

 4.
 Allocate
 the Transaction Price to Performance Obligations

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

 If
a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices
("SSP") as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data.

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

 5.
 Recognize
 Revenue When (or As) Performance Obligations Are Satisfied

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

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

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

 The
Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual
satisfaction of performance obligations per ASC 606-10-25-31.

 Principal
vs. Agent Considerations

 In
evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC
606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors:

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

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

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

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

 Based
on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with
ASC 606-10-55-37A.

of Compliance with ASC 606 and ASU Updates

 Stream

 Performance
 Obligation

 Recognition
 Timing

 Consideration
 Type

 Fuel
 Sales

 Fuel
 Delivery

 At
 time of delivery

 Fixed
 price per gallon

 Fees

 Monthly
 access to fuel services

 Over
 time (one-month cycle)

 Fixed
 monthly subscription

 Contract
Liabilities (Deferred Revenue)

 Contract
liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized
as revenue upon fulfillment.

 Under
ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel
deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases
of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences
reverse (ASC 740-10-30-8).

 The
effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment
date (ASC 740-10-45-4).

Tax Positions

 The
Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial
statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

 As
of December 31, 2024 and 2023, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure
in the financial statements (ASC 740-10-50-15).

 The
Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations
(ASC 740-10-45-25). No interest and penalties were recorded for the years ended December 31, 2024 and 2023.

of Deferred Tax Assets

 The
Company's deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible
temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all,
of the deferred tax assets will not be realized.

 The
Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering
both positive and negative evidence (ASC 740-10-30-16).

 Factors
Considered in Valuation Allowance Assessment

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

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

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

 Statutory
 carryforward periods for net operating losses and other deferred tax assets

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

 Nature
 and predictability of temporary differences and the timing of their reversal

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

 While
cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation
allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

Allowance Determination

 At
December 31, 2024 and 2023, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting
in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive
evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

 The
Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future
if sufficient positive evidence emerges to support their realization.

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation," using
the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award
and is recognized over the requisite service period, typically the vesting period.

 ASC
718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also
applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may
be settled using equity instruments.

 In
compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees,
aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined
as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting
period in accordance with ASC 718.

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

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

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

 volatility – Based on historical stock price fluctuations.

 Risk-free
 interest rate – Derived from U.S. Treasury securities with similar maturities.

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

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

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

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

 Cash
 flow classification for certain tax-related transactions.

 The
Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based
compensation to ensure compliance with evolving financial reporting requirements.

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

 The
Company computes earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share." The calculation
of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted
average number of common shares outstanding, including certain other shares committed to be issued.

 Basic
Earnings Per Share (EPS)

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

 Net
 earnings available to common shareholders represent net earnings to common shareholders,
 adjusted for the allocation of earnings to participating securities.

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

 The
 denominator includes common shares outstanding and certain other shares committed to be issued,
 such as restricted stock and restricted stock units ("RSUs"), for which no future
 service is required.

Earnings Per Share (EPS)

EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required
by ASC 260-10-45-45.

 EPS is computed by taking the sum of:

 Net
 earnings available to common shareholders

 on preferred shares

 on dilutive mandatorily redeemable convertible preferred shares

 Divided
 by the weighted average number of common shares outstanding and certain other shares committed
 to be issued, plus all dilutive common stock equivalents during the period, such as:

 Stock
 options

 preferred stock

 debt

 shares and unvested share-based payment awards that contain nonforfeitable rights to dividends
 or dividend equivalents (whether paid or unpaid) qualify as participating securities under
 the two-class method, per ASC 260-10-45-62.

 Net
Loss Per Share Considerations

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

 Participating
Securities & Share-Based Compensation

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

 Before
 the requisite service is rendered for the right to retain the award, these instruments meet
 the definition of a participating security under ASC 260-10-45-59.

 RSUs
 granted under an executive compensation plan, however, are not considered participating securities
 because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

Parties

 The
Company defines related parties in accordance with ASC 850, "Related Party Disclosures," and SEC Regulation S-X, Rule 4-08(k).
Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company.

parties include, but are not limited to:

 Principal
 owners of the Company.

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

 Immediate
 family members of principal owners and members of management.

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

 with which the Company has significant transactions, where one party has the ability to exercise
 control or significant influence over the management or operating policies of the other.

 A
party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company
in a manner that could prevent either party from fully pursuing its own separate economic interests.

 The
Company discloses all material related party transactions, including:

 The
 nature of the relationship between the parties.

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

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

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

 Disclosures
are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose
material related party transactions and their effects on the financial position and results of operations.

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

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

 See Notes 5 and
12 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.

Accounting Standards

 ASU
2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

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

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

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

 Updates
 the accounting guidance under ASC 326, "Financial Instruments – Credit Losses,"
 to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing
 financial difficulty.

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

 ASU
2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 In
November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

 Requiring
 enhanced disclosures of significant segment expenses.

 Aligning
 segment reporting requirements with information regularly reviewed by management.

 The
Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 Recently
Issued Accounting Standards Not Yet Adopted

 ASU
2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

 In
December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

 Standardizing
 and disaggregating rate reconciliation categories.

 Requiring
 disclosure of income taxes paid by jurisdiction.

 This
ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early
adoption is permitted.

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

 Other
Accounting Standards Updates

 The
FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company's
consolidated financial position, results of operations, or cash flows.

 Results
of Operations

 General

 The
Company operates an on-demand mobile fueling service that allows customers—ranging from individual consumers to commercial fleets—to
schedule fuel deliveries directly to their vehicles or equipment via a proprietary technology platform. The Company's revenue is
generated primarily from the sale and delivery of fuel. Cost of sales includes the cost of fuel, direct labor, and other delivery-related
expenses. Operating expenses consist of selling, general and administrative expenses, technology development, and other unallocated overhead.

 The
following table sets forth our results of operations for the year ended December 31, 2024 and 2023:

 Years Ended December 31,

 2024

 2023

 Operating Expenses

 Revenues

 $
 27,770,279

 $
 23,216,423

 $
 4,553,856

 19.61
 %

 Cost of Sales

 25,467,415

 21,845,574

 3,621,841

 16.58
 %

 Operating Expenses

 8,505,461

 8,796,223

 (290,762
)

 -3.31
 %

 (28,664
)

 -2.59
 %

 Operating Loss

 (7,282,119
)

 (8,533,560
)

 (1,251,441
)

 -14.66
 %

 Other income (expense)

 (8,906,889
)

 (1,938,329
)

 6,968,560

 359.51
 %

 Net Loss

 $
 (16,189,008
)

 $
 (10,471,889
)

 $
 5,717,119

 54.59
 %

 Revenues

 Revenues
for the year ended December 31, 2024, increased significantly compared to the prior year December 31, 2023. This growth was primarily
attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this
performance:

 1.
 Expanded
 Customer Base

 The
Company successfully grew its presence in existing markets while entering new regions, resulting in a higher total volume of fuel delivered.
This expansion was supported by focused sales efforts and brand-building initiatives that attracted both new commercial and residential
customers.

 2.
 Fleet
 Partnerships

 Strategic
partnerships with commercial fleet operators continued to drive fueling volumes. These partnerships often involve recurring, contracted
deliveries that provide a stable, predictable revenue stream. As more fleet operators adopt on-demand fueling to reduce downtime and
optimize logistics, EzFill benefits from increased, repeat business.

 3.
 Enhanced
 Technology & Marketing

 Ongoing
enhancements to the EzFill mobile application—including user interface improvements and expanded scheduling features—improved
the customer experience and streamlined order placement. Coupled with targeted marketing campaigns, these tech and branding initiatives
boosted visibility and encouraged higher consumer adoption rates, further lifting revenues.

 Cost
of Sales

 Cost
of sales rose year over year, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs,
gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost
of sales include:

 1.
 Higher
 Fuel Volume

 As
overall demand increased, the Company purchased and delivered a greater volume of fuel. Although this drove up the total cost of sales,
it remained proportionate to revenue growth, preserving gross margins.

 2.
 Fuel
 Price Fluctuations

 Commodity
price swings can significantly affect fuel costs. However, the Company's dynamic pricing strategies and supplier relationships
helped ensure that these fluctuations did not adversely impact overall profitability.

 3.
 Logistics
 & Delivery Costs

 Expansion
into new geographic areas required additional delivery routes and staffing. While these investments raised labor and transportation costs,
they were essential for meeting growing customer demand. Improved driver efficiency and delivery scheduling helped partially offset the
impact of these higher costs, contributing to the year-over-year improvement in gross profit.

Expenses

expenses decreased compared to the prior year, primarily due to effective cost-management initiatives across multiple categories:

 Payroll:
 Streamlined staffing and improved operational processes led to lower headcount-related
 expenses.

 Sales
 & Marketing: After establishing brand awareness in key regions, the Company optimized
 its marketing spend, focusing on more targeted campaigns rather than broad-based advertising.

 Insurance
 & Technology: Renegotiated insurance policies and a strategic re-evaluation of technology
 expenditures contributed to reduced overhead.

 Public
 Company Expenses: Enhanced internal controls and better vendor management lowered certain
 fees and administrative costs associated with being a publicly traded company.

 Notably,
these savings were partially offset by a small increase in stock-based compensation, underscoring the Company's commitment to attracting
and retaining top talent through equity incentives.

and Amortization

and amortization declined marginally year over year. The primary driver of this decrease was an impairment of certain equipment totaling
$13,422. This reduction was partially offset by new asset additions of approximately $38,554, reflecting the Company's ongoing
investments in delivery vehicles, fueling technology, and other capital expenditures necessary to support continued growth and maintain
operational efficiency.

 Other
Income (Expense)

 Other
income and (expense) consisted of the following

 2024

 2023

 Interest income

 $
 -

 $
 34,327

 $
 (34,327
)

 -100.00
 %

 Other income

 249,253

 64,800

 184,453

 284.65
 %

 Interest expense (including amortization of debt discount)

 (8,248,642
)

 (1,719,296
)

 (6,529,346
)

 379.77
 %

 Loss on sale of marketable debt securities - net

 -

 (27,160
)

 27,160

 -100.00
 %

 (907,500
)

 (291,000
)

 (616,500
)

 211.86
 %

 Total other income (expense) - net

 $
 (8,906,889
)

 $
 (1,938,329
)

 $
 (6,968,560
)

 359.51
 %

 The
Company's other income (expense), net, deteriorated significantly for the year ended December 31, 2024, compared to the prior year.
The primary drivers were the increase in interest expense—particularly from default penalty interest—and the loss on debt
extinguishment associated with related-party debt transactions. Below is a detailed breakdown of the major components.

Income

income dropped to zero in 2024, reflecting a shift in the Company's cash management strategy. In 2023, the Company had short-term
investments or interest-bearing accounts that generated interest, which did not recur in 2024.

 Other
income

 Other
income rose significantly, driven by one-time gains, settlements, or other ancillary revenue sources. The Company's expansion and
increased commercial activities may have contributed to additional non-operating income streams.

Expense (including amortization of debt discount)

expense surged in 2024, primarily due to:

 1.
 Default
 Penalty Interest: The Company incurred $4,475,565 in default penalty interest during
 2024, compared to none in the prior year. This penalty arose from contractual defaults. These
 defaults occurred in connection with conversion of debt to equity.

 2.
 Amortization
 of Debt Discount: The amortization of debt discount increased to $2,645,291 in 2024 from
 $1,403,244 in 2023. This reflects additional debt arrangements with original issue discounts.
 Additionally, in connection with the conversion of debt converted to equity, related unamortized
 discounts were expensed at that time.

 3.
 Existing
 and New Borrowings: Interest expense was recognized on outstanding debt instruments.

 Loss
on Sale of Marketable Debt Securities - Net

 The
Company had no activity related to marketable securities in 2024. In 2023, there was an insignificant loss of $27,160.

 Loss
on Debt Extinguishment – Related Party

 The
Company recorded a loss on debt extinguishment of $907,500 in 2024 in connection with the conversion of related-party debt to Series
A Preferred Stock. By contrast, in 2023, the Company recorded a $291,000 loss tied to extending the maturity date on the same related-party
debt.

 Net
Loss

 Years Ended December 31,

 2023

 2022

 Net Loss

 $
 (16,189,008
)

 $
 (10,471,889
)

 $
 (5,717,119
)

 54.59
 %

 Our
net loss was the result of the categories discussed above. Overall, the increase in revenues, driven by both volume and pricing, showcases
the Company's successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes,
disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced
operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.

 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, 2024 and 2023:

 Years Ended December 31,

 2024

 2023

 $
 16,189,008

 $
 10,471,889

 $
 5,717,119

 54.59
 %

 Interest expense, net

 8,248,642

 1,719,296

 6,529,346

 379.77
 %

 (28,664
)

 -2.59
 %

 Impairment of goodwill, other intangibles and fixed assets

 13,422

 105,506

 (92,084
)

 -87.28
 %

 Stock compensation

 1,531,640

 1,525,146

 6,494

 -0.43
 %

 Adjusted EBITDA

 $
 5,315,782

 $
 6,013,755

 $
 (697,973
)

 11.61
 %

 Gallons delivered

 7,231,618

 5,853,167

 1,378,451

 %

 Average fuel margin per gallon

 $
 0.71

 $
 0.65

 $
 0.06

 %

 Liquidity
and Capital Resources

 Cash
Flow Activities

 Our
cash balances at December 31, 2024 and 2023, were as follows:

 December 31,

 December 31,

 2024

 2023

 Cash and cash equivalents

 $
 438,299

 $
 226,985

 $
 211,314

 93.10
 %

 Cash
and cash equivalents increased increase year over year. The primary drivers of this increase were:

 1.
 Debt
 Financing Received Late in the Year

 The
Company secured additional financing toward the end of the fiscal year, boosting its cash position. This infusion of funds was a key
component in supporting ongoing operational needs and future growth initiatives.

 2.
 Timing
 of Expenses

 Certain
operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of December 31, 2024. This timing
variance can create short-term fluctuations in the Company's reported cash balances.

 Overall,
the Company's stronger cash position provides added liquidity to support daily operations, manage working capital requirements,
and pursue strategic opportunities.

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

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

 2024

 2023

 Net Cash Provided by (Used in)

 Operating activities

 $
 (4,585,605
)

 $
 (6,643,397
)

 $
 2,057,792

 -30.97
 %

 Investing activities

 (5,925,580
)

 2,170,732

 $
 (8,096,312
)

 -372.98
 %

 Financing activities

 10,722,499

 2,632,857

 $
 8,089,642

 307.26
 %

 Net change in cash and cash equivalents

 $
 211,314

 $
 (1,839,808
)

 $
 2,051,122

 -111.49
 %

 Year
Ended December 31, 2024 as compared to the Year Ended December 31, 2023

Activities

 Net
cash used in operating activities decreased by approximately $2.1 million year over year.

 This
improvement primarily reflects stronger operational performance, including higher revenues and improved working capital management, which
reduced the Company's cash burn.

 In
addition, more efficient cost controls and timing differences in payables/receivables contributed to a lower net outflow compared to
the prior year.

 Investing
Activities

 Cash
used in investing activities increased substantially, driven by higher capital expenditures (vehicles purchased, not yet placed in service
as well as a deposit paid on future asset purchase), offset by no proceeds in the current year from the sales of marketable securities.

 While
this resulted in a larger net outflow, these investments are expected to enhance operational capacity and future growth potential.

 Financing
Activities

 Net
cash provided by financing activities rose significantly, reflecting successful capital-raising efforts. This increase could be attributable
to:

 1.
 Debt
 Financing: Proceeds from the issuance of notes payable and notes payable – related
 parties. The Company secured additional debt contributing to higher inflows.

 2.
 Issuances: Proceeds from issuing preferred shares bolstered the cash balance, supporting
 ongoing operations and strategic initiatives.

 Net
Change in Cash and Cash Equivalents

 Overall,
the Company's cash position improved by approximately $2.1 million, transitioning from a net outflow in the prior year to a net
inflow in 2024. This positive swing is primarily the result of substantial financing proceeds received late in the year, alongside more
favorable operating cash flows. The timing of major expenses and capital projects also influenced the Company's cash balance at
year-end.

 Cash
Flow Summary

 1.
 Strengthened
 Liquidity: The significant uptick in financing inflows helped offset operating and investing
 outflows, resulting in a positive net change in cash and cash equivalents.

 2.
 Growth-Focused
 Investments: The higher cash outflows for investing activities underscore the Company's
 commitment to scaling its operations, although this increases near-term cash usage.

 3.
 Improving
 Operational Cash Use: A reduction in net cash used in operating activities highlights
 improving efficiencies and stronger sales, but continued focus on cost management remains
 critical to achieving positive operating cash flows in the future.

 Overall,
the Company's cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs.
Management believes that recent financing activities, coupled with ongoing improvements in operational efficiency, will position the
Company for future stability and expansion.

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

Activities

 2024

 2023

 Net Change

 Operating activities

 $
 (16,189,008
)

 $
 (10,471,889
)

 $
 (5,717,119
)

 Adjustments to reconcile net income to net cash used in operations

 (28,664
)

 Impairment of fixed assets

 13,422

 105,506

 (92,084
)

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

 -

 34,556

 (34,556
)

 Amortization of operating lease - right-of-use asset

 236,243

 224,388

 11,855

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

 81,203

 30,160

 51,043

 Amortization of debt discount

 2,645,291

 1,403,244

 1,242,047

 Bad debt expense

 41,836

 83,564

 (41,728
)

 Stock issued in connection with loan interest expense - related party

 677,550

 -

 677,550

 Stock issued for services

 725,640

 309,781

 415,859

 Stock issued for services - related parties

 806,000

 1,215,365

 (409,365
)

 Default penalty interest expense

 4,475,565

 -

 4,475,565

 616,500

 Accounts Receivable

 (464,160
)

 (509,212
)

 45,052

 7,657

 17,191

 (9,534
)

 Prepaids and other

 174,382

 108,442

 65,940

 Deposits

 3,674

 (3,652
)

 Increase (decrease) in

 Accounts payable and accrued expenses

 193,513

 (411,204
)

 604,717

 Accounts payable and accrued expenses - related party

 326,907

 254,479

 (246,880
)

 (230,014
)

 (16,866
)

 Operating lease liability - related party

 (77,810
)

 (28,563
)

 (49,247
)

 Net cash used in operating activities

 $
 (4,585,605
)

 $
 (6,643,397
)

 $
 2,057,792

 2024

 2023

 Net Change

 Investing activities

 Purchase of vehicles not yet placed into service

 $
 (5,219,876
)

 $
 -

 $
 (5,219,876
)

 Deposit paid on future asset purchase

 (650,000
)

 -

 (650,000
)

 Proceeds from sale of marketable debt securities

 -

 2,130,116

 (2,130,116
)

 Advances - related party

 (17,150
)

 -

 (17,150
)

 Purchase of fixed assets - net of refunds on prior purchases

 (38,554
)

 40,616

 (79,170
)

 Net cash provided by (used in) investing activities

 $
 (5,925,580
)

 $
 2,170,732

 $
 (8,096,312
)

 2024

 2023

 Net Change

 Financing activities

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

 $
 1,400,000

 $
 -

 $
 1,400,000

 Proceeds from notes payable

 5,174,930

 4,924,930

 Proceeds from notes payable - related party

 5,245,000

 4,590,600

 654,400

 Proceeds from common stock issued for cash

 -

 25,308

 (25,308
)

 Cash paid for direct offering costs - common stock

 -

 (25,308
)

 Repayments on line of credit

 -

 (1,000,000
)

 Repayments on notes payable

 (1,097,431
)

 (945,243
)

 Repayments on loan payable - related party

 -

 (262,500
)

 Net cash provided by financing activities

 $
 10,722,499

 $
 2,632,857

 $
 8,089,642

 Conclusion

 1.
 Liquidity
 and Capital Resources: The significant increase in cash from financing activities late
 in the year has improved the Company's liquidity. However, higher interest expense
 and ongoing operational requirements underscore the importance of prudent cash management
 and careful monitoring of debt covenants.

 2.
 Investment
 in Growth: The Company's heavier investment in vehicles and deposits for future
 assets highlights a strategic push toward market expansion and increased service capacity.
 While these initiatives may weigh on near-term free cash flow, they are expected to enhance
 revenue-generating potential in the long term.

 3.
 Focus
 on Operational Efficiency: Management continues to prioritize cost controls, aiming to
 reduce the net cash used in operating activities. Improved working capital management, route
 optimization, and potential price adjustments are key levers for achieving positive cash
 flow from operations in future periods.

 4.
 Related-Party
 Financing: The continued reliance on related-party notes and convertible preferred stock
 indicates a supportive investor base. Nonetheless, the Company must remain mindful of the
 terms and potential ramifications of such financing, including interest rates, default provisions,
 and equity dilution.

 By
maintaining a disciplined approach to both spending and financing, EzFill aims to strengthen its balance sheet and sustain the growth
momentum of its on-demand fueling business.

 Liquidity
and Sources of Capital

 At
this time, we believe our existing funding sources may not be sufficient to meet our operational requirements and service our debt obligations
over the next 12 months from the issuance date of these consolidated financial statements. This assessment is based on our historical
operating performance, ongoing capital needs, and our current reliance on external financing.

Operating Performance and Financing

 Since
inception, the Company has incurred net losses and has not generated sufficient revenues or positive operating income to independently
fund our operations. Consequently, we have depended on equity and debt financings—including those from related parties—to
finance our activities and support our growth initiatives. This reliance on external funding has been critical for maintaining day-to-day
operations, expanding our service capacity, and investing in technology and assets. However, it has also introduced risks related to
interest expense, equity dilution, and dependency on the availability of future financing.

 Current
Liquidity Position

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

 Despite
recent improvements in cash balances due to targeted financing activities, we continue to face challenges in achieving sustainable cash
flow from operations. The timing of expenditures and capital outlays, coupled with the inherent volatility in revenue generation in our
industry, adds to the uncertainty of our liquidity profile.

 Debt
Obligations and Capital Expenditures

 A
significant portion of our near-term cash outflows is attributable to scheduled debt repayments and interest expense, including higher
financing costs incurred from default penalty interest and increased debt discount amortization. Additionally, as we invest in capital
expenditures—such as the purchase of new delivery vehicles and technology enhancements—to support expansion into new markets,
our cash requirements remain elevated. These commitments, while essential for long-term growth, further strain our liquidity in the short
term.

 Reliance
on External Financing

 Given
the current financial dynamics, we have continually relied on external sources of capital. Our funding strategies have included:

 Issuances: Raising capital through the sale of common or preferred shares, including convertible
 securities from related parties.

 Debt
 Financings: Securing loans and other debt instruments, often under terms that include default
 penalty interest or other onerous conditions, which have contributed to higher financing
 costs.

 Related-Party
 Transactions: Engaging with supportive investors and related parties who have provided additional
 funds, albeit at terms that may affect our overall capital structure.

 Going
Concern Considerations

 Our
independent registered public accounting firm has issued a going concern qualification, reflecting the material uncertainties surrounding
our ability to continue as a profitable entity. This qualification is primarily driven by:

 The
 historical and recurring net losses.

 Our
 dependence on external capital to finance operations.

 The
 risk that current financing arrangements may not be renewed or may be available only under
 less favorable terms.

is actively pursuing strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more
sustainable terms. We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic
partnerships, with the aim of transitioning to positive cash flow from operations. However, there remains a risk that these strategies
may not yield the desired outcomes in the near term.

 Outlook
and Mitigating Actions

 In
light of these challenges, we continue to closely monitor our liquidity position and are exploring multiple avenues to secure additional
funding. These include:

 Negotiating
 more favorable terms on existing and future debt.

 Identifying
 new equity partners or investors.

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

 While
these efforts are underway, our ability to meet operational and financial obligations over the next 12 months remains subject to significant
uncertainty. Investors and stakeholders should be aware of the risks associated with our current liquidity and capital structure, and
the potential need for additional financing that could result in further dilution or increased debt service obligations.

 Going
Concern Qualification

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

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

 Net cash used in
operations was $4,585,641

at December 31, 2024, the Company had:

 Accumulated deficit
of $61,764,329

 Stockholders'
equity of $2,155,571; and

 Working capital
deficit of $7,416,533

 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.

 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 $438,299 at December 31, 2024.

 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, 2025, 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.

strategic plans include the following:

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

 Obtain
 additional debt and/or equity based financing for growth;

 Closed
 our transaction with NextNRG, Inc. (occurred February 13, 2025);

 Collaborations
with other operating businesses for strategic opportunities; and

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

Developments

Note dated December 2, 2024

 On
December 2, 2024, the Company and NextNRG entered into a promissory note (the "December 2 Note") for the sum of $715,000
to be used for the Company's working capital needs. The December 2 Note has an original issue discount ("OID") equal
to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along
with accrued interest, will be due and payable in full on December 2, 2025. If the Company defaults on the December 2 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 2 Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price").
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq
Capital Market on the date of the December 2 Note. The Company and NextNRG have agreed that the total cumulative number of common stock
issued to NextNRG under the December 2 Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining
outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG. The December 2 Note contains a protection
for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 2 Note is
issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note
will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 3, 2024

 On
December 3, 2024, the Company and NextNRG entered into a promissory note (the "December 3 Note") for the sum of $275,000
to be used for the Company's working capital needs. The December 3 Note has an original issue discount ("OID") equal
to $25,000. The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along
with accrued interest, will be due and payable in full on December 3, 2025. If the Company defaults on the December 3 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 3 Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price").
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq
Capital Market on the date of the December 3 Note. The Company and Next have agreed that the total cumulative number of common stock
issued to Next under this Note, 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 Company
is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding
balance of this December 3 Note must be repaid in cash at the request of Next. The December 3 Note contains a protection for Next in
the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 3 Note is issued and outstanding
and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by
the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 17, 2024

 On
December 17, 2024, the Company and NextNRG entered into a promissory note (the "December 17 Note") for the sum of $580,000
to be used for the Company's working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest
of 8% per annum. Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,
the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. As part of the
promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase
of equipment. If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and
unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of
the Company's common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period
prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing, the conversion price shall not
exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of the December 17 Note. The Company
and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next
in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request
of Next. The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In
the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and
the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,
split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding
shares of common stock.

Note, dated as of December 26, 2024

 On
December 26, 2024, the Company and Gad International Ltd. (the "Lender") entered into a promissory note (the "Gad
Note") for the sum of $2,500,000 (the "Loan") to be used for the Company's working capital needs, including
without limitation the purchase of equipment. Unless the Gad Note is otherwise accelerated, or extended in accordance with the terms
and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23,
2025. Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan,
and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension
to the Loan, upon the Lender's written consent. If any amount payable under the Loan is not paid when due, whether at stated
maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of twenty-one percent (21%). Additionally,
the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of
Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025. However, pursuant to an amendment
to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the
Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval and once the
shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares. The
Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they
become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing price for the Company's
common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid
a fee of $200,000.

Note, dated as of December 30, 2024

 On
December 30, 2024, the Company and NextNRG entered into a promissory note (the "December 30 Note") for the sum of $330,000
to be used for the Company's working capital needs, including without limitation the purchase of equipment. The unpaid principal
balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated, or
extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will
be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully
paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP
over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date
of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the
December 30 Note, 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 Company is unable to obtain shareholder
approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December
30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company
effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not
been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios
or multipliers of, any such subdivision, split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding
shares of common stock.

Note, dated as of January 15, 2025

 On
January 15, 2025, the Company and Alcourt LLC (the "Alcourt") entered into a promissory note (the "Alcourt Note")
for the sum of $1,000,000 to be used for the Company's working capital needs, including without limitation the purchase of equipment.
The Alcourt Note was issued with an original issue discount of $50,000. The unpaid principal balance of the Alcourt Note has a fixed
rate of interest of 15% per annum. Unless the Alcourt Note is otherwise accelerated, or extended in accordance with the terms and conditions
therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 ("Maturity
Date"). If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the
Company's common stock with a then current value of $500,000 to Alcourt (the "Extension Fee"). The shares will be valued
based on the greater of: (i) the closing price of the Company's common stock on the Maturity Date; or (ii) $1.00 per share; if
the Company's common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash.
The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company
common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025. Upon payment of the Extension Fee, the Maturity
Date shall be extended until July 15, 2025. Additionally, if Alcourt Note is paid at any time after the initial Maturity Date, the Company
shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due
to Alcourt. No shares of the Company shall be issued without the Company first receiving shareholder approval. The Company has commenced
the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note. This note was repaid
in February 2025.

 Shareholder
Approval

 The
holders of a majority of the Company's voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025,
pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the
following corporate actions (the "Authorizations"):

 (i)

 the
 possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note,
 dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15,
 2025;

 (ii)

 the
 possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December
 26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as
 of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025; and

 (iii)

 the
 possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding
 Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

 Such
consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that
the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public
offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would
be equal to or greater than 20% of the Company's issued and outstanding shares of common stock as of the date of issuance. The
Company has filed with the Commission a definitive information statement under cover of Schedule 14C in respect of the Authorizations
and expects to disseminate such information statement as soon as reasonably practicable.

 Certain
Receivable Financing Arrangements, dated as of December 27, 2024

 On
December 27, 2024, the Company entered certain receivable financing arrangements with the following parties: (i) Revenue Purchase Agreement
and Guaranty of Performance with GALT FUNDING Co. (the "Galt Agreement"); (ii) Sales of Future Receipts Agreement with Redstone
Advance Inc. (the "Redstone Agreement"); and (iii) Future Receivables Sale and Purchase Agreement with Funderzgroup LLC dba
Mr. Advance (the "Funderzgroup Agreement", and together with the Galt Agreement and the Redstone Agreement, the "Receivable
Financing Agreements"). Each of the Receivable Financing Agreements shall expire when the amounts financed thereunder are paid
in full to the respective lenders, which the Company expects to be approximately six (6) months from the date of their signing. The Galt
Agreement provides the Company with $500,000 in receivables financing subject to an origination fee of $15,000 and a payment schedule
of $27,500 per week. The Redstone Agreement provides the Company with $1,000,000 in receivables financing subject to an origination fee
of $30,035 and a payment schedule of $55,000 per week. The Funderzgroup Agreement provides the Company with $1,000,000 in receivables
financing subject to fees of $30,035 and a payment schedule of $55,000 per week. Each of the Receivable Financing Agreements provide
for certain representations and covenants that are customary for these types of transactions.

 Off-Balance
Sheet Arrangements

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

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

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

 Item
8. Financial Statements and Supplementary Data

 NextNRG, Inc.

 Page(s)

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 F- 2

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

- F-5

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

- F-81

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of NEXTNRG, Inc. and Subsidiaries

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of NEXTNRG, Inc. and Subsidiaries (the Company) as of December 31, 2024 and
2023 and the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity (deficit), and
cash flows for each of the years in the two-year period ended December 31, 2024 and the related notes (collectively referred to as the
"financial statements"). In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in
the United States of America.

 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 Matter

 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 matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts
or disclosures to which they relate.

 Going
Concern

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

 Auditing
management's evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates
on future revenues and expenses which are not able to be substantiated.

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

 To
evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management's
plans to mitigate the going concern and management's disclosure on going concern.

 /s/ M&K
CPAS, PLLC

 We
have served as the Company's auditor since 2020

 The
Woodlands, Texas

 March
27, 2025

 PCAOB
ID # 2738

 F- 1

Balance Sheets

 Assets

 Current Assets

 Cash

 $
 438,299

 $
 226,985

 Accounts receivable - net

 1,614,664

 1,192,340

 126,400

 134,057

 Due from related party

 17,150

 -

 Prepaids and other

 42,509

 220,909

 Total Current Assets

 2,239,022

 1,774,291

 Deposit on future asset purchase

 2,035,283

 -

 Property and equipment - net

 7,475,673

 3,310,187

 Operating lease - right-of-use asset

 61,151

 297,394

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

 314,957

 286,397

 Operating lease - right-of-use asset

 314,957

 286,397

 Deposits

 49,041

 49,063

 Total Assets

 $
 12,175,127

 $
 5,717,332

 Liabilities and Stockholders' Equity (Deficit)

 Current Liabilities

 Accounts payable and accrued expenses

 $
 1,468,788

 $
 845,275

 Accounts payable and accrued expenses - related parties

 83,204

 Accounts payable and accrued expenses

 83,204

 Notes payable - net

 5,718,076

 946,228

 Notes payable - related parties - net

 1,954,289

 4,802,115

 Notes payable - net

 1,954,289

 4,802,115

 246,880

 Operating lease liability - related party

 103,799

 72,034

 103,799

 72,034

 Dividends payable (common stock) - related parties

 258,271

 -

 Total Current Liabilities

 9,655,555

 6,984,960

 Long Term Liabilities

 Notes payable - net

 151,907

 353,490

 -

 Operating lease liability - related party

 212,094

 215,960

 212,094

 215,960

 Total Long Term Liabilities

 364,001

 638,578

 Total Liabilities

 10,019,556

 7,623,538

 Commitments and Contingencies

 -

 -

 Stockholders' Equity (Deficit)

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

 -

 -

 Convertible Preferred stock - Series A, $ 0.0001 par value; 513,000 shares designated 363,000 and none issued and outstanding, respectively

 -

 Convertible Preferred stock - Series B, $ 0.0001 par value; 150,000 shares designated 140,000 and none issued and outstanding, respectively

 -

 stock value

 -

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

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

 -

 Additional paid-in capital

 63,919,183

 43,410,654

 Accumulated deficit

 ( 61,764,329
)

 ( 45,317,050
)

 Total Stockholders' Equity (Deficit)

 2,155,571

 ( 1,906,206
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 12,175,127

 $
 5,717,332

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

 F- 2

Statements of Operations

 (Unaudited)

 2024

 2023

 For the Year Ended December 31,

 2024

 2023

 Sales - net

 $
 27,770,279

 $
 23,216,423

 Costs and expenses

 Cost of sales

 25,467,415

 21,845,574

 General and administrative expenses

 8,505,461

 8,796,223

 Total costs and expenses

 35,052,398

 31,749,983

 Loss from operations

 ( 7,282,119
)

 ( 8,533,560
)

 Other income (expense)

 Interest income

 -

 34,327

 Other income

 249,253

 64,800

 Interest expense (including amortization of debt discount)

 ( 8,248,642
)

 ( 1,719,296
)

 Loss on sale of marketable debt securities - net

 -

 ( 27,160
)

 ( 907,500
)

 ( 291,000
)

 Total other income (expense) - net

 ( 8,906,889
)

 ( 1,938,329
)

 $
 ( 16,189,008
)

 $
)

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

 ( 168,923
)

 -

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

 ( 89,348
)

 -

 Preferred stock dividend

 ( 89,348
)

 -

 Net loss available to common stockholders - basic and diluted

 $
 ( 16,447,279
)

 $
)

 Loss per share - basic and diluted

 $
 ( 4.66
)

 $
 ( 6.98
)

 Weighted average number of shares - basic and diluted

 3,586,399

 1,501,215

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

 F- 3

Statements of Changes in Stockholders' Deficit

 For
the Three and Nine Months Ended September 30, 2024

 (Unaudited)

 Capital

 Deficit

 Equity (Deficit)

 Series A - Convertible

 Series B - Convertible

 Additional

 Total

 Preferred Stock

 Preferred Stock

 Common Stock

 Common Stock Issuable

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Equity (Deficit)

 -

 $
 -

 -

 $
 -

 1,806,612

 $

 104,000

 $

 $
 43,410,654

 $
 ( 45,317,050
)
 -

 $
 ( 1,906,206
)

 Stock based compensation - related parties

 -

 -

 -

 -

 224,820

 -

 -

 805,979

 -

 806,000

 Stock issued for cash - related party

 -

 -

 140,000

 -

 -

 -

 -

 1,399,986

 -

 1,400,000

 Stock issued for accounts payable

 -

 -

 -

 -

 2,703

 -

 -

 -

 10,000

 -

 10,000

 Stock issued in connection with loan interest expense - related party

 -

 -

 -

 -

 -

 -

 138,000

 677,536

 -

 677,550

 Conversion of debt - related party - preferred stock

 -

 -

 -

 -

 -

 -

 3,629,964

 -

 3,630,000

 Stock issued as debt issue costs - related party

 -

 -

 -

 -

 425,978

 -

 -

 2,020,347

 -

 2,020,387

 Stock issued for services

 -

 -

 -

 -

 212,730

 -

 -

 725,618

 -

 725,640

 Conversion of debt - related party - common stock

 -

 -

 -

 -

 3,525,341

 -

 -

 9,796,343

 -

 9,796,696

 Issuance of previously issuable common stock - related party

 -

 -

 -

 -

 242,000

 ( 242,000
)

 ( 24
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Stock issued as deposit for future asset purchase

 -

 -

 -

 -

 201,613

 -

 -

 535,263

 -

 535,283

 Reverse split true up adjustment

 -

 -

 -

 -

 66,030

 -

 -

 ( 7
)

 -

 -

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

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 258,271
)

 ( 258,271
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 16,189,008
)
 -

 ( 16,189,008
)

 $

 140,000

 $

 6,707,827

 $

 -

 $
 -

 $
 63,919,183

 $
 ( 61,764,329
)
 -

 $
 2,155,571

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

 F- 4

Statements of Changes in Stockholders' Equity (Deficit)

 For
the Year Ended December 31, 2023

 Capital

 Deficit

 Loss

 (Deficit)

 Additional

 Accumulated Other

 Total

 Stockholders'

 Preferred Stock

 Common Stock

 Common Stock Issuable

 Paid-in

 Accumulated

 Comprehensive

 Capital

 Deficit

 Loss

 (Deficit)

 December 31, 2022

 -

 $
 -

 1,334,270

 $

 -

 $
 -

 $
 40,675,065

 $
 ( 34,845,161
)

 $
 ( 44,590
)

 $
 5,785,447

 Balance

 -

 $
 -

 1,334,270

 $

 -

 $
 -

 $
 40,675,065

 $
 ( 34,845,161
)

 $
 ( 44,590
)

 $
 5,785,447

 Stock based compensation - related parties

 -

 -

 268,986

 -

 -

 1,215,338

 -

 -

 1,215,365

 Stock based compensation - other

 -

 -

 -

 -

 -

 -

 37,031

 -

 -

 37,031

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

 -

 -

 3,357

 -

 -

 -

 25,308

 -

 -

 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

 -

 -

 160,000

 104,000

 919,474

 -

 -

 919,500

 Stock issued for services

 -

 -

 40,000

 -

 -

 272,746

 -

 -

 272,750

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 -

 $
 -

 1,806,612

 $

 104,000

 $

 $
 43,410,654

 $
 ( 45,317,050
)

 $
 -

 $
 ( 1,906,206
)

 Balance

 -

 $
 -

 1,806,612

 $

 104,000

 $

 $
 43,410,654

 $
 ( 45,317,050
)

 $
 -

 $
 ( 1,906,206
)

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

 F- 5

Statements of Cash Flows

 (Unaudited)

 2024

 2023

 For the Year Ended December 31,

 2024

 2023

 Operating activities

 $
 ( 16,189,008
)

 $
)

 Adjustments to reconcile net loss to net cash used in operations

 Impairment of fixed assets

 13,422

 105,506

 Impairment of goodwill and other intangible assets

 -

 -

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

 -

 34,556

 Amortization of operating lease - right-of-use asset

 236,243

 224,388

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

 81,203

 30,160

 Amortization of debt discount

 2,645,291

 1,403,244

 Bad debt expense

 41,836

 83,564

 Stock issued in connection with loan interest expense - related party

 677,550

 -

 Stock issued for services

 725,640

 309,781

 Stock issued for services - related parties

 806,000

 1,215,365

 Default penalty interest expense

 4,475,565

 -

 Contributed services - related parties

 -

 -

 Changes in operating assets and liabilities

 (Increase) decrease in

 Accounts Receivable

 ( 464,160
)

 ( 509,212
)

 7,657

 17,191

 Prepaids and other

 174,382

 108,442

 Deposits

 3,674

 Increase (decrease) in

 Accounts payable and accrued expenses

 193,513

 ( 411,204
)

 Accounts payable and accrued expenses - related party

 326,907

 ( 246,880
)

 ( 230,014
)

 Operating lease liability - related party

 ( 77,810
)

 ( 28,563
)

 Net cash used in operating activities

 ( 4,585,605
)

 ( 6,643,397
)

 Investing activities

 Purchase of vehicles not yet placed into service

 ( 5,219,876
)

 -

 Deposit paid on future asset purchase

 ( 650,000
)

 -

 Proceeds from sale of marketable debt securities

 -

 2,130,116

 Advances - related party

 ( 17,150
)

 -

 Purchase of fixed assets - net of refunds on prior purchases

 ( 38,554
)

 40,616

 Net cash used provided by (used in) investing activities

 ( 5,925,580
)

 2,170,732

 Financing activities

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

 1,400,000

 -

 Proceeds from notes payable

 5,174,930

 Proceeds from notes payable - related party

 5,245,000

 4,590,600

 Proceeds from common stock issued for cash

 -

 25,308

 Cash paid for direct offering costs - common stock

 -

 ( 25,308
)

 Repayments on line of credit

 -

 ( 1,000,000
)

 Repayments on notes payable

 ( 1,097,431
)

 ( 945,243
)

 Repayments on loan payable - related party

 -

 ( 262,500
)

 Net cash provided by financing activities

 10,722,499

 2,632,857

 Net decrease in cash

 211,314

 ( 1,839,808
)

 Cash - beginning of year

 226,985

 2,066,793

 Cash - end of year

 $
 438,299

 $
 226,985

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 193,604

 $
 178,944

 Cash paid for income tax

 $
 -

 $
 -

 Supplemental disclosure of non-cash investing and financing activities

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

 $
 3,630,000

 $
 -

 Conversion of debt - related party - common stock

 $
 9,322,500

 $
 -

 Conversion of accrued interest - related party - common stock

 $
 474,196

 Accrued debt discount (OID)

 $

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

 $
 902,570

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

 $
 2,486,887

 $
 1,621,650

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

 $
 258,271

 $
 -

 Stock issue to settle accounts payable

 $
 10,000

 Deposit paid on future asset purchase (common stock issuance)

 $
 535,283

 Deposit paid on future asset purchase (note payable)

 $
 850,000

 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

 Termination of right-of-use asset - related party

 $
 230,605

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

 $
 340,368

 $
 316,557

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

 F- 6

 NOTES

 Note
1 - Organization and Nature of Operations

 Organization
and Nature of Operations

 NextNRG,
Inc. (formerly known as EzFill Holdings, Inc.) and Subsidiaries ("Next", "NextNRG," "we," "our"
or "the Company"), was incorporated on April 20, 2016, in the State of Florida.

 EzFill
Holdings, Inc. ("EZFL") was incorporated on March 28, 2019, in the State of Delaware and operates an on-demand mobile gas
delivery service as well as beginning to provide services as a renewable energy company focused on developing and deploying wireless
electric vehicle charging technology integrated with battery storage and solar energy solutions.

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

Control Merger (Related Party)

 On
February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas ("Farkas")),
an entity under common control. Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for
all of the issued and outstanding common stock of Next.

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

 See
Note 12.

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

 F- 7

 NOTES

 The
Company had requested an appeal for the Staff's determination. A hearing occurred on May 2, 2024. At the hearing, the Company presented
its plan for regaining compliance with the Equity Rule and may request a further extension to complete the execution of its plan.

 On
August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,
as required by the Panel's decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the
Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year
monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule
5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will
not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company
be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination
Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if
the initial Panel is unavailable. The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing
Rule 5815(d)(4)(C) and the Company's securities may at that time be delisted from Nasdaq.

 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, 2024, the Company had:

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

 Net
cash used in operations was $ 4,585,605

at December 31, 2024, the Company had:

 Accumulated
deficit of $ 61,764,329

 Stockholders'
equity of $ 2,155,571; and

 Working
capital deficit of $ 7,416,533

 F- 8

 NOTES

 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.

 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 $ 438,299 at December 31, 2024.

 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, 2025, 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.

 F- 9

 NOTES

strategic plans include the following:

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

 Obtain
 additional debt and/or equity based financing for growth;

 Closed
 our transaction with NextNRG, Inc. (occurred February 13, 2025);

 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

 The
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation".

 In
accordance with ASC 810-10, consolidation applies to:

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

 Variable
 Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)
 power over significant activities and (ii) the obligation to absorb losses or receive benefits.

 All
intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments
and relationships to assess consolidation requirements.

Combinations, Asset Acquisitions, and Reverse Acquisitions

 The
Company accounts for acquisitions in accordance with ASC 805, "Business Combinations," and applicable SEC reporting requirements
under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted
for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company
evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure
requirements.

 F- 10

 NOTES

Combinations

 For
transactions classified as business combinations, the Company:

 Recognizes
 and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests
 at their fair values at the acquisition date (ASC 805-20-25-1).

 Records
 goodwill as the excess of the fair value of consideration transferred over the fair value
 of net assets acquired, including any previously held equity interests (ASC 805-30-30-1).

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

 Uses
 preliminary purchase price allocations, with adjustments permitted within the measurement
 period (not exceeding one year) per ASC 805-10-25-13. Adjustments beyond the measurement
 period are recorded in earnings.

judgments in fair value determinations include:

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

 Useful
 life assessments, impacting amortization and financial results.

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

 For
SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.
The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

 Asset
Acquisitions

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

 Applies
 the "screen test" to determine whether substantially all of the fair value of
 gross assets acquired is concentrated in a single identifiable asset or group of similar
 assets (ASC 805-10-55-3A).

 Allocates
 the purchase price using a cost accumulation model, assigning costs to acquired assets based
 on their relative fair values (ASC 805-50-30-3).

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

 F- 11

 NOTES

 The
classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen
test. Incorrect classification can materially impact:

 The
 recognition of goodwill (only in business combinations).

 The
 measurement and presentation of acquired assets and assumed liabilities.

 The
 Company's financial position and results of operations.

 Reverse
Acquisitions

 A
reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and
the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, "Reverse
Acquisitions."

 Accounting
for Reverse Acquisitions

 The
 legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its
 assets, liabilities, and operations are measured at historical cost.

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

 No
 goodwill is recognized, as the transaction is considered a capital reorganization rather
 than an acquisition of a business per ASC 805-40-30-2.

 The
 equity structure (common stock and additional paid-in capital) is adjusted to reflect that
 of the legal acquirer, but the retained earnings balance is that of the accounting acquirer.

 Disclosure
Requirements for Reverse Acquisitions

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

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

 A
 comparative analysis of financial statements before and after the acquisition.

 Pro
 forma financial information in accordance with Regulation S-X, Article 11, showing the impact
 of the transaction as if it had occurred at the beginning of the reporting period.

 in governance, management, and operations post-acquisition.

 For
SEC registrants, a reverse merger with a public shell company may also trigger "Super 8-K" reporting requirements under SEC
Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

 F- 12

 NOTES

 Regulatory
and Financial Reporting Considerations

 For
SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

 S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets
 significance thresholds under Rule 1-02(w).

 S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company's
 business operations.

 S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company's financial
 condition and results of operations in Management's Discussion and Analysis (MD&A).

 S-X, Article 11: Requires pro forma financial statements if the acquisition is significant.

 Form
 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse
 mergers.

 The
Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC
805, SEC reporting requirements, and regulatory guidance.

Segments and Expense Disclosure

 The
Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their
reportable operating segments.

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

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

 Has
 operating results that are regularly reviewed by the Chief Operating Decision Maker ("CODM,"
 which is our Chief Executive Officer) to make decisions about resource allocation and performance
 assessment; and

 Has
 discrete financial information available.

 Under
ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds.
However, as specified in ASC 280-10-50-11, if a company's business activities are managed as a single operating segment and reviewed
on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment,
as its CODM reviews the business as a whole rather than by distinct business components.

 F- 13

 NOTES

 Application
of ASU 2023-07 – Segment Expense Disclosure Requirements

 In
October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment
expenses that are regularly reviewed by the CODM. However, under ASC 280-10-50-31, these requirements apply only to entities with multiple
reportable segments. Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately.

 Although
ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the
Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed
as a single segment.

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may
differ from these estimates, and such differences could be material.

 In
accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.
The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative
and qualitative assessments that it believes are reasonable under the circumstances.

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

 Allowance for doubtful accounts and other receivables

 Inventory reserves and classifications

 Valuation of loss contingencies

 Valuation of stock-based compensation

 Estimated useful lives of property and equipment

 Impairment of intangible assets

 Implicit interest rate in right-of-use operating
leases

 Uncertain tax positions

 Valuation allowance on deferred tax assets

 F- 14

 NOTES

 Risks
and Uncertainties

 The
Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic
fluctuations. The Company's operations are exposed to significant financial, operational, and strategic risks, including potential
business disruptions, supply chain constraints, and liquidity challenges.

 In
accordance with ASC 275, "Risks and Uncertainties," the Company evaluates and discloses risks that could materially affect
its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:

 1.
 Industry Cyclicality (ASC 275-10-50-6) – The Company's financial performance is affected by
industry trends, seasonality, and shifts in market demand.

 2.
 Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest
rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company's revenue streams.

 3.
 Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain
disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability.

 Given
these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting
liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures
to mitigate their potential impact.

 Fair
Value of Financial Instruments

 The
Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements,
which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the Company's principal market or, if none exists, the most advantageous market for
the asset or liability.

 F- 15

 NOTES

 Fair
Value Hierarchy

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

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

 Level 2 – Observable inputs other than
quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable.

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

 The
classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value
measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income
approaches, as well as assumptions about market conditions, pricing, and other factors.

 Fair
Value Determination and Use of External Advisors

 The
Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist
in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable
values or future fair values.

 Financial
Instruments Carried at Historical Cost

 The
Company's financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related
party balances)—are recorded at historical cost. As of December 31, 2024 and 2023, respectively, the carrying amounts of these
instruments approximated their fair values due to their short-term maturities.

 Fair
Value Option Under ASC 825

 ASC
825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election
is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses
are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial
instruments.

 F- 16

 NOTES

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

 Investments

 The
Company accounts for available-for-sale (AFS) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities.
These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income
(OCI) unless deemed other-than-temporary, per ASC 320-10-35-1.

 Recognition
of Gains, Losses, and Amortization

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

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

 Premiums
 and discounts on AFS debt securities are amortized using the straight-line method over the
 security's life, in accordance with ASC 320-10-35-10.

Assessment

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

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

 The
 financial condition and creditworthiness of the issuer, and

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

 F- 17

 NOTES

 If
an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value
of the security, per ASC 320-10-35-34. The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized
in earnings (ASC 320-10-35-35).

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

 Investment
Activity

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

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

Receivable

 The
Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable
value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

 The
Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require
collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).

 Allowance
for Doubtful Accounts

periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance
is determined based on:

 A
 review of outstanding accounts,

 collection experience, and

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

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

 F- 18

 NOTES

 Applicability
of ASC 326 ("CECL")

 The
Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses (CECL), which requires an expected credit
loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities
with long-term financing receivables.

 Since
the Company's accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2,
it continues to apply the incurred loss model under ASC 310 for estimating credit losses.

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

 Schedule of Accounts Receivable

 Accounts receivable

 $
 1,696,436

 $
 1,274,112

 Less: allowance for doubtful accounts

 81,772

 81,772

 Accounts receivable - net

 $
 1,614,664

 $
 1,192,340

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

of Bad Debt

 Bad debt expense

 $
 41,836

 $
 83,564

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

 The
Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower
of cost or net realizable value ("LCNRV") using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

 F- 19

 NOTES

Valuation and Reserve Assessment

assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary.
The Company evaluates factors such as:

 Market
 conditions affecting fuel prices,

 Net
 realizable value based on estimated selling price, and

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

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

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

 Concentrations

 The
Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These
risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially
impact the Company's financial position, results of operations, and cash flows.

 A
concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the
Company's total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16).

 Customer
and Sales Concentrations

 The
Company's revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in
demand from such customers, or a deterioration in their financial condition could negatively impact the Company's future revenues
and profitability.

Receivable Concentrations

 The
Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration
of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The
Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit
enhancements to mitigate risks.

 F- 20

 NOTES

 Vendor
and Supplier Concentrations

 The
Company relies on a limited number of vendors for certain key materials or services. A disruption in supply, changes in pricing, or financial
instability of a major supplier could materially impact the Company's ability to procure necessary materials, leading to increased
costs, delays in production, or operational disruptions. The Company continuously assesses vendor relationships and explores alternative
suppliers when necessary to mitigate supply chain risks.

 Concentration

 The
following table presents customers and vendors that individually accounted for more than 10% of total sales, accounts receivable, or
vendor purchases in the comparative periods presented:

 Schedule of Concentration of Risk

 Sales

 Customer

 2024

 2023

 A

 20.19
 %

 22.19
 %

 B

 9.72
 %

 12.07
 %

 Total

 29.91
 %

 34.26
 %

Receivable

 Customer

 2024

 2023

 A

 37.56
 %

 46.57
 %

 B

 8.54
 %

 13.50
 %

 Total

 46.10
 %

 60.07
 %

 F- 21

 NOTES

 Vendor
Purchases

 Vendor

 2024

 2023

 A

 40.48
 %

 48.93
 %

 B

 44.43
 %

 38.29
 %

 C

 13.69
 %

 12.11
 %

 Total

 98.60
 %

 99.33
 %

Risk Mitigation Strategies

 To
address these risks, the Company implements the following strategies:

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

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

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

 The
Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier
risks, ensuring financial stability and operational continuity.

and Equipment

and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, "Property, Plant, and Equipment."
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

 Repairs
and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements
or upgrades that increase the asset's productivity, efficiency, or useful life are capitalized.

 Upon
disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting
gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5.

 The
Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may
be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected
from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized
in accordance with ASC 360-10-35-17.

 F- 22

 NOTES

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

of Long-lived Assets including Internal Use Capitalized Software Costs

 The
Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software
costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

 An
impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable.
Factors considered include, but are not limited to:

 changes in expected performance compared to prior forecasts,

 in asset utilization, including discontinued or modified use,

 Negative
 industry or economic trends that impact asset value, and

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

Assessment Process

 When
impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be
generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17).

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

 If
 the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized,
 measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18).

 Internal-Use
Software Considerations

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

 A
 software project is abandoned or significantly modified,

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

 The
 software is expected to be replaced by newer technology.

 F- 23

 NOTES

Results

 For
the years ended December 31, 2024, and 2023, the Company recorded an impairment loss of $ 13,422 and $ 0, respectively, related to various
equipment. This impairment loss has been recorded as a component of general and administrative expenses in the accompanying consolidated
statements of operation.

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

Liabilities

 The
Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing
Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

 Accounting
for Derivative Liabilities

liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as
a gain or loss on derivative remeasurement (ASC 815-40-35-4). The Company uses a binomial pricing model to determine the fair value of
these instruments.

and Extinguishment of Derivative Liabilities

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

 Records
 the newly issued shares at fair value;

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

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

 For
equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional
paid-in capital (ASC 815-40-35-9).

 Reclassification
of Equity Instruments to Liabilities

instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria under
ASC 815-40-25. In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings
(ASC 815-40-35-8).

 F- 24

 NOTES

Liability Balances

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

 Original
Issue Discounts and Other Debt Discounts

 The
Company accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation
of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense
over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2).

 Original
Issue Discounts (OID)

 For
certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount,
reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the Consolidated Statements
of Operations.

 Stock
and Other Equity Issued with Debt

 The
Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at
fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense
over the life of the debt (ASC 470-20-25-2).

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

 Debt
Issuance Costs

 Debt
issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense
over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount
of the debt liability rather than as a separate asset (ASC 835-30-45-3).

 Right
of Use Assets and Lease Obligations

 The
Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the
present value of the Company's estimated future minimum lease payments over the lease term, including any reasonably certain renewal
options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

 F- 25

 NOTES

 The
Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company's
leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated
balance sheet.

 Short-Term
Leases

 The
Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are
not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.

 Lease
Term and Renewal Options

 In
determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC
842-10-30-1. Factors considered include:

 The
 useful life of leasehold improvements relative to the lease term,

 The
 economic performance of the business at the leased location,

 The
 comparative cost of renewal rates versus market rates, and

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

 If
a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease
payments. The Company's operating leases contain renewal options with no residual value guarantees. Currently, management does
not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

 Discount
Rate and Lease Liability Measurement

 Since
the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate
it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

 Lease

 In
accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances
suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2024,
and 2023.

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

 F- 26

 NOTES

Recognition

 The
Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards
Update (ASU) 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer
in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 The
Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue
from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the
satisfaction of the performance obligation over time within a one-month membership cycle.

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

 1.Identify
the Contract with a Customer

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

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

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

 The
 payment terms are identified, and the consideration is determinable.

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

 Contracts
for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and
credit risk in accordance with ASC 606-10-25-5.

 2.Identify
the Performance Obligations in the Contract

 A
performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in
the context of the contract, per ASC 606-10-25-19.

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

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

 Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer
 benefits from access to services throughout the period.

 F- 27

 NOTES

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

 3.Determine
the Transaction Price

 The
transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the
customer, per ASC 606-10-32-2.

 The
Company's transaction price considerations include:

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

 No
 variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the years ended
 December 31, 2024 and 2023, respectively, the Company granted insignificant discounts of less than 1% of total revenues.

 No
 financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15.

 4.Allocate
the Transaction Price to Performance Obligations

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

 If
a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices
("SSP") as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data.

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

 5.Recognize
Revenue When (or As) Performance Obligations Are Satisfied

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

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

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

 F- 28

 NOTES

 The
Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual
satisfaction of performance obligations per ASC 606-10-25-31.

 Principal
vs. Agent Considerations

 In
evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC
606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors:

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

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

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

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

 Based
on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with
ASC 606-10-55-37A.

of Compliance with ASC 606 and ASU Updates

 Revenue Stream

 Performance Obligation

 Recognition Timing

 Consideration Type

 Fuel Sales

 Fuel Delivery

 At time of delivery

 Fixed price per gallon

 Membership Fees

 Monthly access to fuel services

 Over time (one-month cycle)

 Fixed monthly subscription

 Contract
Liabilities (Deferred Revenue)

 Contract
liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized
as revenue upon fulfillment.

 Under
ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel
deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.

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

 F- 29

 NOTES

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

 Schedule of Disaggregation of Revenue

 2024

 2023

 % of Revenues

 % of Revenues

 Fuel sales

 $
 26,694,186

 96.13
 %

 $
 22,677,304

 97.68
 %

 Other

 1,076,093

 3.87
 %

 539,119

 2.32
 %

 Total Sales

 $
 27,770,279

 100.00
 %

 $
 23,216,423

 100.00
 %

 Cost
of Sales

 Cost
of sales consists of direct expenses incurred in the delivery of the Company's products and services. These costs primarily include:

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

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

 Cost
of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company
regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases
of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences
reverse (ASC 740-10-30-8).

 The
effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment
date (ASC 740-10-45-4).

Tax Positions

 The
Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial
statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

 F- 30

 NOTES

 As
of December 31, 2024 and 2023, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure
in the financial statements (ASC 740-10-50-15).

 The
Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of
operations (ASC 740-10-45-25). No
interest and penalties were recorded for the years ended December 31, 2024 and 2023, respectively.

of Deferred Tax Assets

 The
Company's deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible
temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all,
of the deferred tax assets will not be realized.

 The
Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering
both positive and negative evidence (ASC 740-10-30-16).

 Factors
Considered in Valuation Allowance Assessment

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

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

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

 Statutory
 carryforward periods for net operating losses and other deferred tax assets

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

 Nature
 and predictability of temporary differences and the timing of their reversal

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

 While
cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation
allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.

 F- 31

 NOTES

Allowance Determination

 At
December 31, 2024 and 2023, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting
in a net carrying amount of $ 0. This determination was based on cumulative losses in recent years and the lack of sufficient positive
evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).

 The
Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future
if sufficient positive evidence emerges to support their realization.

 Advertising
Costs

 Advertising
costs are expensed as incurred, in accordance with ASC 720-35, "Advertising Costs." These costs are recognized as operating
expenses in the period in which they are incurred and are classified within general and administrative expenses in the consolidated statements
of operations.

 The
Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1.

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

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation," using
the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award
and is recognized over the requisite service period, typically the vesting period.

 ASC
718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also
applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may
be settled using equity instruments.

 In
compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees,
aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined
as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting
period in accordance with ASC 718.

 F- 32

 NOTES

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

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

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

 volatility – Based on historical stock price fluctuations.

 Risk-free
 interest rate – Derived from U.S. Treasury securities with similar maturities.

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

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

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

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

 Cash
 flow classification for certain tax-related transactions.

 The
 Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based
 compensation to ensure compliance with evolving financial reporting requirements.

 Stock

 In
connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may
issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder
and are classified as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity."

 The
fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the
guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, "Derivatives and Hedging,"
fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15.

 Accounting
Treatment of Warrants

 issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital
 (APIC), in accordance with ASC 815-40-25.

 issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no
 service period exists, as per ASC 718-10-25.

 classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with
 changes recognized in earnings, following ASC 815-40-35.

 F- 33

 NOTES

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

 The
Company computes earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share." The calculation
of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted
average number of common shares outstanding, including certain other shares committed to be issued.

 Basic
Earnings Per Share (EPS)

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

 Net
 earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings
 to participating securities.

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

 The
 denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted
 stock units ("RSUs"), for which no future service is required.

Earnings Per Share (EPS)

EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required
by ASC 260-10-45-45.

 EPS is computed by taking the sum of:

 Net
 earnings available to common shareholders

 on preferred shares

 on dilutive mandatorily redeemable convertible preferred shares

 Divided
 by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common
 stock equivalents during the period, such as:

 Stock
 options

 preferred stock

 debt

 shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid
 or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

 F- 34

 NOTES

 Net
Loss Per Share Considerations

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

 Participating
Securities & Share-Based Compensation

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

 Before
 the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security
 under ASC 260-10-45-59.

 RSUs
 granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend
 equivalents are forfeitable (ASC 718-10-25).

 The
following potentially dilutive equity securities outstanding as of December 31, 2024 and 2023 were as follows:

 Schedule of Dilutive Equity Securities Outstanding

 Series A, preferred stock

 1,644,022

 -

 Series B, preferred stock

 724,638

 -

 Series A, preferred stock - dividends

 61,204

 -

 Series B, preferred stock - dividends

 32,372

 -

 Warrants (vested)

 46,344

 Total common stock equivalents

 2,508,579

A and B, preferred shares as well as the related dividends on each class of Series A and B, preferred shares are convertible into common
stock. See Note 8.

included as common stock equivalents represent those that are fully vested and exercisable. See Note 8.

 Based
on the potential common stock equivalents noted above at December 31, 2024, the Company has sufficient authorized shares of common stock
( 500,000,000) to settle any potential exercises of common stock equivalents.

 F- 35

 NOTES

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

 On
July 25, 2024, the Company's Board of Directors authorized a 1:2.5 reverse stock split. As a result, all share and per share amounts
have been retroactively restated to the earliest period presented in the accompanying consolidated financial statements.

Parties

 The
Company defines related parties in accordance with ASC 850, "Related Party Disclosures," and SEC Regulation S-X, Rule 4-08(k).
Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company.

parties include, but are not limited to:

 Principal
 owners of the Company.

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

 Immediate
 family members of principal owners and members of management.

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

 with which the Company has significant transactions, where one party has the ability to exercise control or significant influence
 over the management or operating policies of the other.

 A
party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company
in a manner that could prevent either party from fully pursuing its own separate economic interests.

 The
Company discloses all material related party transactions, including:

 The
 nature of the relationship between the parties.

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

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

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

 F- 36

 NOTES

 Disclosures
are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose
material related party transactions and their effects on the financial position and results of operations.

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

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

 See
 Notes 5 and 12 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.

Party Agreement with Company owned by Daniel Arbour

 In
2023, the Company entered into a consulting agreement with an affiliate of a board member to provide services as an outsourced chief
revenue officer. The Company will pay $ 5,000 per month and cover certain other expenses. The initial term of the agreement is for one
year. All amounts have been paid. See Note 7.

Party Agreement with Company owned by Avishai Vaknin

 In
2023, the Company entered into a services agreement with an affiliate of the Company's Chief Technology Officer. Services include
overseeing all matters relating to the Company's technology. The Company will pay $ 10,000 USD per month and cover other pre-approved
expenses. The initial term of the agreement is for one year. All amounts have been paid.

 In
connection with this agreement, the Company issued 130,000 shares of common stock. At December 31, 2024 and 2023, 104,000 and 104,000
shares have vested, respectively. The remaining 26,000 shares will vest in April 2025 ( 13,000 shares) and April 2026 ( 13,000 shares),
respectively. See Note 7.

 Due
From Related Party

the year ended December 31, 2024, the Company advanced $ 17,150 to an entity controlled by Michael Farkas (a former material debt lender),
and greater than 20 % stockholder in the Company. The advance related to fees incurred by that entity for professional services.

 F- 37

 NOTES

Accounting Standards

 ASU
2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

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

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

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

 Updates
 the accounting guidance under ASC 326, "Financial Instruments – Credit Losses," to enhance disclosures regarding
 loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

 ASU
2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 In
November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

 Requiring
 enhanced disclosures of significant segment expenses.

 Aligning
 segment reporting requirements with information regularly reviewed by management.

 The
Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 Recently
Issued Accounting Standards Not Yet Adopted

 ASU
2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

 In
December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

 Standardizing
 and disaggregating rate reconciliation categories.

 Requiring
 disclosure of income taxes paid by jurisdiction.

 This
ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early
adoption is permitted.

 F- 38

 NOTES

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

 Other
Accounting Standards Updates

 The
FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company's
consolidated financial position, results of operations, or cash flows.

 Reclassifications

 Certain
amounts in the prior year's financial statements have been reclassified to conform to the current year presentation. These reclassifications
had no impact on the Company's consolidated results of operations, stockholders' equity, or cash flows, and did not affect
previously reported consolidated net income (loss) or financial position.

 Note
3 – Property and Equipment

and equipment consisted of the following:

 Schedule of Property and Equipment

 Estimated Useful

 Lives (Years)

 Vehicles

 $
 10,338,924
 *

 $
 5,119,048

 Equipment

 304,191

 265,637

 Office furniture

 129,475

 129,475

 Leasehold improvements

 -

 29,422

 Office equipment

 9,471

 9,471

 Property and equipment, gross

 10,782,061

 5,553,053

 Accumulated depreciation

 ( 3,306,388
)

 ( 2,242,866
)

 Total property and equipment - net

 $
 7,475,673

 $
 3,310,187

 Asset
Purchase – Vehicles - Shell

 *
 In 2024, the Company
executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell Tap Up and d/b/a Instafuel ("Shell")
to purchase 73 vehicles ($ 5,139,877) and above ground storage tanks ($ 80,000) as part of a growth and expansion plan for a total purchase
price of $ 5,219,877. The Company began its Shell related operations in January 2025, and at that time placed these assets into service.
These vehicles have a useful life of five ( 5) years.

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

 F- 39

 NOTES

 Deposit
on Future Asset Purchase - Yoshi

 In
2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, the Company acquired various
vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for mobile fueling as part of
its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have
been classified as a component of deposit on future asset purchase totaling $ 2,035,283. See Note 9.

 Year
Ended December 31, 2024

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

the years ended December 31, 2024 and 2023, the Company recorded an impairment loss of $ 13,422 and $ 0, respectively, related to leasehold
improvements made to certain leased office space that is no longer used. This impairment loss has been recorded as a component of general
and administrative expenses in the accompanying consolidated statements of operation.

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

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

 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.

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.

 F- 40

 NOTES

 Note
4 – Accounts Payable and Accrued Liabilities

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

 Schedule of Accounts Payable and Accrued Liabilities

 Accounts payable

 $
 1,468,788

 $
 845,275

 Accrued liabilities - related parties

 73,250

 -

 Accrued interest payable - related parties

 9,954

 Accounts payable and accrued liabilities

 $
 1,551,992

 $
 917,703

 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, 2024 and 2023,
respectively.

 Notes
Payable – Related Parties

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

of Notes Payable

 $
 -

 Face amount of note

 Advances

 5,267,500

 Debt discount/issue costs

 ( 1,608,900
)

 Amortization of debt discount/issue costs

 1,406,015

 ( 262,500
)

 Balance - December 31, 2023

 4,802,115

 Advances

 5,711,500

 Debt discount/issue costs - original issue discount

 ( 466,500
)

 Debt discount/issue costs - stock issuances

 ( 2,020,387
)

 Amortization of debt discount/issue costs

 2,562,561

 Default penalty interest expense

 4,317,500

 Conversion of debt - preferred stock

 ( 3,630,000
)

 Conversion of debt - common stock

 ( 9,322,500
)

 Balance - December 31, 2024

 $
 1,954,289

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

 F- 41

 NOTES

of Detailed Company's Notes Payable

 Notes Payable - Related Parties

 Note Holder

 Issue Date

 Maturity Date

 Shares Issued with Debt

 Interest Rate

 Default Interest Rate

 Default Conversion Rate

 Collateral

 Note #1

 April 19, 2023

 July 17, 2024

 100,000

 A, B

 10.00
 %

 18.00
 %

 %

 $
 -

 $
 1,500,000

 Note #2

 September 22, 2023

 July 17, 2024

 60,000

 A, B

 10.00
 %

 18.00
 %

 %

 -

 600,000

 Note #3

 October 13, 2023

 July 17, 2024

 176,000

 A, B

 0.00
 %

 18.00
 %

 %

 -

 320,000

 Note #4

 July 5, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #5

 August 2, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #6

 August 23, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #7

 August 30, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #8

 September 6, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #9

 September 13, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #10

 November 3, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #11

 November 21, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #12

 December 4, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #13

 December 13, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #14

 December 18, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #15

 December 20, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 55,000

 Note #16

 December 27, 2023

 -

 8.00
 %

 18.00
 %

 %

 -

 Note #17

 January 5, 2024

 -

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #18

 January 16, 2024

 -

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #19

 January 25, 2024

 -

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #20

 February 7, 2024

 -

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #21

 February 20, 2024

 -

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #22

 February 28, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #23

 March 8, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #24

 March 15, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #25

 March 26, 2024

 13,889

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #26

 April 2, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #27

 April 8, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #28

 April 22, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #29

 May 8, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #30

 May 15, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #31

 May 20, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #32

 May 28, 2024

 13,889

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #33

 June 10, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #34

 June 28, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #35

 July 5, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #36

 July 10, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #37

 July 22, 2024

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #38

 August 6, 2024

 53,500

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #39

 August 14, 2024

 53,500

 C

 8.00
 %

 18.00
 %

 %

 -

 -

 Note #40

 November 14, 2024

 November 14, 2025

 -

 8.00
 %

 0.00
 %

 %

 None

 181,500

 -

 Note #41

 December 2, 2024

 December 2, 2025

 -

 8.00
 %

 0.00
 %

 %

 None

 715,000

 -

 Note #42

 December 3, 2024

 December 3, 2025

 -

 8.00
 %

 0.00
 %

 %

 None

 275,000

 -

 Note #43

 December 17, 2024

 December 17, 2025

 -

 8.00
 %

 0.00
 %

 %

 None

 580,000

 -

 Note #44

 December 30, 2024

 December 30, 2025

 -

 8.00
 %

 0.00
 %

 %

 None

 330,000

 -

 2,081,500

 5,005,000

 Less: unamortized debt discount

 127,211

 202,885

 $
 1,954,289

 $
 4,802,115

 F- 42

 NOTES

 A

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

 B

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

 C

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

 Year

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

 and
related Loss on Debt Extinguishment

2023, the Company originally executed a six-month (6) note payable with a face amount of $ 1,500,000, less an original issue discount
of $ 150,000, along with an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000), resulting
in net proceeds of $ 1,210,000. The $ 290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest
expense in the accompanying consolidated statements of operations.

 In
connection with obtaining this debt, the Company also committed 100,000 shares of common stock to the lender as additional interest expense
(commitment fee). Under the terms of the agreement, only 40,000 shares of common stock were required to be issued on the commitment date
resulting in a fair value of $ 256,000 ($ 6.40 /share), based upon the quoted closing price. The Company recorded this amount as a debt
discount which was being amortized over the life of the note. Total debt discounts recorded aggregated $ 546,000.

 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 60,000 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.

 F- 43

 NOTES

 For
the year ended December 31, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 as follows:

 Schedule of Loss on Debt Extinguishment

 Fair value of debt and common stock on extinguishment date *

 $
 1,791,000

 Fair value of debt subject to modification

 1,500,000

 $

 *
 The Company valued the
 issuance of the 60,000 commitment shares at $ 291,000, based upon the quoted closing trading price on the date of modification
 ($ 4.85 /share).

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender
may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding
trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75. Additionally,
if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2
and #3 will be repaid.

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

 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.

 See
May 9, 2024 loan date extension below.

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

 See
discussion regarding debt conversion below on August 16, 2024.

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

2023, the Company executed a six-month (6) note payable with a face amount of $ 600,000, less an original issue discount of $ 60,000, along
with an additional $ 28,900 in transaction related fees (total debt discount and issue costs in cash of $ 88,900), resulting in net proceeds
of $ 511,100.

 F- 44

 NOTES

 In
connection with obtaining this note, the Company also issued 60,000 shares of common stock to the lender having a fair value of $ 406,500,
based upon the quoted closing trading price ($ 6.78 /share).

 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 was initially due in March 2024, the Company had the right to extend the note by an additional six-months (6) to September 2024.
The note was not formally extended on its maturity date, however, the lender has not given notice on default.

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender
may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding
trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75. Additionally,
if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2
and #3 will be repaid.

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

 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.

 See
May 9, 2024 loan date extension below.

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

 See
discussion regarding debt conversion below on August 16, 2024.

 F- 45

 NOTES

 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 104,000 shares of common stock to the lender having a fair value
of $ 539,760, based upon the quoted closing trading price ($ 5.19 /share). However, the issuance of these shares would result in the lender
having a greater than 9.99 % ownership of the Company, which is prohibited by agreement. These shares are classified as common stock issuable
in the accompanying consolidated balance sheets.

 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.

to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender
may convert the note into shares of common stock equal to the greater of $ 3.08 and the lower of the average VWAP over the ten (10) preceding
trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 1.75. Additionally,
if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2
and #3 will be repaid.

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

 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.

 See
May 9, 2024 loan date extension below.

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

 F- 46

 NOTES

 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 was required to issue 72,000 shares of common stock. However, the issuance of these shares would result in the lender
having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

 The
Company determined the fair value of these shares was $ 270,000 ($ 3.75 /share), based upon the quoted closing trading price, and recorded
additional interest expense during the year ended December 31, 2024.

 See
discussion regarding debt conversion below on August 16, 2024.

 Extension
of Notes #1, #2 and #3

 On
May 9, 2024, with respect to Notes #1, #2 and #3 discussed above, as a result of extending the note maturity dates as amended to July
17, 2024, the Company was required to issue 66,000 shares of common stock. However, the issuance of these shares would result in the
lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement.

 The
Company determined the fair value of these shares was $ 407,550 ($ 6.18 /share), based upon the quoted closing trading price, and recorded
additional interest expense during the year ended December 31, 2024.

 Debt
Conversion to Series A Preferred Stock

 On
August 16, 2024, the Company converted all outstanding principal ($ 2,420,000) and accrued interest ($ 0) into 363,000 share of Series
A, Preferred Stock, $ 10 /share stated value. At the time of conversion, the lender executed a 150 % penalty interest feature. As a result,
the Company increased its interest expense and related debt by $ 1,210,000 for a total of $ 3,630,000 of debt that was converted. As a
result of the debt conversion, the balance due to this lender was $ 0.

 F- 47

 NOTES

 The
fair value of the Series A, preferred stock and related loss on debt extinguishment at the conversion date was based on the as-converted
basis, calculated as follows:

of Debt Extinguishment

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

 $
 2.76

 Discount to market price on date of issuance

 %

 Conversion price per share

 $
 2.21

 Series A, preferred stock - stated value per share

 $
 10.00

 Conversion price per share

 $
 2.21

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

 4.53

 Series A, preferred shares issued

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

 4.53

 Equivalent common shares

 1,644,022

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

 $
 2.76

 As converted valuation of Series A, preferred stock

 $
 4,537,500

 Debt converted in exchange for Series A, preferred stock

 3,630,000

 $

 See
Note 8 regarding features of this class of securities.

Stock Issuable – Notes #1, #2 and #3

 In
connection with the conversion of these notes on August 16, 2024, 242,000 shares of common stock previously issuable were issued. The
net effect on stockholders equity was $ 0.

 F- 48

 NOTES

 Notes
#4 - #44 - Notes Payable – Related Party - Material Stockholder greater than 20%

 The
Company has entered into multiple short-term notes payable agreements (one year or less) with a related party controlled by Michael Farkas,
a greater than 20 % stockholder.

 Year
Ended December 31, 2024

 New
Issuances

2024, the Company executed several two-month notes payable with an aggregate face amount of $ 5,711,500, issued at a discount of $ 466,500,
resulting in net proceeds of $ 5,245,000.

 As
part of securing these notes, the Company issued 425,978 shares of common stock to the lender, valued at $ 2,020,387, based on the quoted
closing trading price ($ 2.81 - $ 7.10 per share).

 In
total, the Company recorded debt discounts and issuance costs of $ 2,486,887, which are amortized over the life of the notes as interest
expense.

 Debt
Conversion and Maturity Details

 Converted
 Notes: Notes totaling $ 3,630,000 were originally due two months from their issuance date but were subject to automatic two-month
 renewals if unpaid or unconverted. These notes were never in default and were subsequently converted into common stock on August
 16, 2024.

 Outstanding
 Notes: As of December 31, 2024, the remaining notes totaled $ 2,081,500 and mature one year from their issuance date. These notes
 bear interest at 8 %.

and Default Provisions for Converted Notes

 Prior
to conversion, these notes ($ 3,630,000) bore interest at 8 % for the first nine months, then 18 % per month thereafter if still outstanding.

 The
lender was required to issue a written notice of default in the event of non-compliance. If a default had occurred, the following provisions
would have applied:

 1.

 Penalty
 Interest & Acceleration: All outstanding principal and accrued interest would be multiplied by 150% and become immediately due.

 2.

 Early
 Repayment Trigger: If the Company had raised $ 3,000,000 (debt or equity) before conversion, the entire outstanding balance would
 have become immediately due.

 F- 49

 NOTES

 3.

 Rights Upon Default: The lender had the right to convert any or all of the outstanding principal and accrued interest into common
 stock at the greater of:

 The
 10-day VWAP closing price preceding the conversion date.

 $ 1.75
 per share (the floor price).

 Assessment
of Derivative Liability Under ASC 815

 The
Company assessed whether derivative accounting was required for these conversion features. In connection with the August 16, 2024 debt
conversion the Company evaluated whether any of the debt conversion features required derivative liability accounting under ASC 815-40,
"Contracts in Entity's Own Equity."

 The
 lender had the right to convert debt into common stock at the greater of:

 1.

 The
 10-day VWAP closing price preceding the conversion date.

 2.

 A
 floor price of $ 1.75 per share.

 At
 the conversion date, the Company's stock price was $ 2.76 per share, which was above the $ 1.75 floor price.

 Since
 the conversion occurred outside an event of default, and the lender was required to convert at the higher market price ($ 2.76), not
 the floor price ($ 1.75), the conversion feature did not meet the criteria for liability classification under ASC 815-40-25.

 The
 Company concluded that the conversion feature was indexed to its own stock, did not expose the Company to variable pricing risk,
 and did not contain features requiring derivative liability classification.

 Accordingly,
no derivative liability was recorded in connection with these debt conversions.

- Fair Value Accounting for Debt Conversions – Related Parties – Notes #1 - #39

 The
Company evaluated the fair value accounting treatment for the August 16, 2024, debt conversion in accordance with ASC 470-50, "Debt
– Modification and Extinguishment", and ASC 815, "Derivatives and Hedging".

 Upon
conversion, the outstanding principal and accrued interest of the notes payable (#4 - #39) were exchanged for 3,525,341 shares of common
stock, with a fair value of $ 2.76 per share. Since the fair value of the equity closely approximated the carrying amount of the converted
debt ($ 9,796,696), no gain or loss on debt extinguishment was recognized.

 F- 50

 NOTES

 The
total debt converted for all related party notes is summarized from above as follows:

of Total Debt Converted for all Related Party Notes

 Notes #1 - 3

 Notes #4 - 39

 Total

 Notes payable

 $
 2,420,000

 $
 6,215,000

 $
 8,635,000

 Accrued interest payable

 -

 316,130

 316,130

 Total debt prior to 150% default penalty

 2,420,000

 6,531,130

 8,951,130

 150% default penalty

 1,210,000

 3,265,566

 4,475,566

 Total debt converted to equity

 $
 3,630,000

 $
 9,796,696

 $
 13,426,696

 In
connection with the debt conversion of notes #1 - #3, the Company issued 363,000 shares of Series A, Convertible preferred stock.

 In
connection with the debt conversion of notes #4 - #39, the Company issued 3,525,341 shares of common stock.

 See
Note 8 for details on the features of this class of securities issued in the conversion.

 Year

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 $ 1.75
(the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential
for recording derivative liabilities.

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

 F- 51

 NOTES

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

 Note
Payable - Other

 Year

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

 Notes
Payable (non-vehicles)

 The
following is a detail of the Company's notes payable (non-vehicles) at December 31, 2024 and 2023, respectively:

of Notes Payable

 Loan #1

 Loan #2

 Loan #3

 Loan #4

 Loan #5

 Loan #6

 Loan #7

 Loan #8

 Total

 Balance - December 31, 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Face amount of note

 275,250

 -

 -

 -

 -

 -

 -

 -

 275,250

 Debt discount

 ( 25,250
)

 -

 -

 -

 -

 -

 -

 -

 ( 25,250
)

 Amortization of debt discount

 9,729

 -

 -

 -

 -

 -

 -

 -

 9,729

 ( 133,289
)

 -

 -

 -

 -

 -

 -

 -

 ( 133,289
)

 Balance - December 31, 2023

 126,440

 -

 -

 -

 -

 -

 -

 -

 126,440

 Balance

 126,440

 -

 -

 -

 -

 -

 -

 -

 126,440

 Face amount of note

 -

 277,500

 600,000

 2,500,000

 1,320,000

 1,320,000

 660,000

 6,927,500

 Debt discount

 -

 ( 27,500
)

 -

 -

 ( 440,000
)

 ( 350,035
)

 ( 350,000
)

 ( 175,000
)

 ( 1,342,535
)

 Amortization of debt discount

 15,521

 13,575

 -

 -

 37,288

 7,693

 7,692

 82,731

 ( 141,961
)

 ( 134,264
)

 -

 -

 -

 -

 -

 -

 ( 276,225
)

 Balance - September 30, 2024

 $
 -

 $
 129,311

 $
 600,000

 $

 $
 2,097,288

 $
 977,658

 $
 977,692

 $
 485,962

 $
 5,517,911

 Balance

 $
 -

 $
 129,311

 $
 600,000

 $

 $
 2,097,288

 $
 977,658

 $
 977,692

 $
 485,962

 $
 5,517,911

 The
following represents the details of the notes summarized in the table above.

 Loan
#1

 In
April 2023, the Company executed a note payable with a face amount of $ 275,250. Under the terms of the agreement, the lender will withhold
 8.9 % of the Company's daily funds arising from sales through the lender's payment processing services until the Company has
repaid the $ 275,250 (interest is $ 25,250). The $ 25,250 is considered a debt issuance cost and is being amortized over the life of the
note to interest expense in the accompanying consolidated statements of operations. The Company received net proceeds of $ 250,000.

 This
note was unsecured.

 F- 52

 NOTES

 Loan
#2

 In
April 2024, the Company executed a note payable with a face amount of $ 277,500. Under the terms of the agreement, the lender will withhold
 8.1 % of the Company's daily funds arising from sales through the lender's payment processing services until the Company has
repaid the $ 277,500 (interest is $ 27,500). The $ 27,500 is considered a debt issuance cost and will be amortized over the life of the
note to interest expense.

 This
note represented the refinancing of the initial note from April 2023 (Loan #1). Under the terms of the new agreement, the Company received
net proceeds of $ 192,131, which is a result of the repayment of the outstanding balance of $ 57,869 on the date of refinancing (gross
amount of note exclusive of interest was $ 250,000).

 On
the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance (Loan #1) was expensed.

 This
note is unsecured.

 Loans
#3 and #4

 In
November 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, the Company acquired
various vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for mobile fueling as
part of its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024,
have been classified as a component of deposit on future asset purchase totaling $ 2,035,283. In 2025, this amount will be reclassified
to property and equipment.

 As
part of the consideration due to the seller, the Company was required to pay $ 1,250,000, plus an additional $ 250,000, between six (6)
and nine (9) months from the transaction date.

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

 In
February 2025, an additional $ 600,000 was paid. At the date of these consolidated financial statements, and pursuant to the repayment
terms, the balance of $ 250,000 remains and is due between May and August 2025.

 These
loans are unsecured.

 F- 53

 NOTES

 Loan
#5

 In
December 2024, the Company executed a two-month (2) loan for $ 2,500,000. The Company was required to pay transaction fees of $ 440,000.
The Company received the entire $ 2,500,000 as proceeds, rather than the transaction fees being netted from the closing. These fees totaling
$ 440,000 were recorded both as an original discount and accrued expenses. In the event of default, this note will accrue interest at
 21 %. In February 2025, the Company obtained an additional 30-day extension, with a new maturity date occurring in March 2025, in exchange
for $ 200,000. This loan is unsecured.

 Loan
#6

 In
December 2024, the Company executed a loan for $ 1,320,000. The Company was required to pay transaction fees of $ 350,035 (debt discount),
resulting in net proceeds of $ 969,965. The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

 This

 Loan
#7

 In
December 2024, the Company executed a loan for $ 1,320,000. The Company was required to pay transaction fees of $ 350,000 (debt discount),
resulting in net proceeds of $ 970,000. The Company is required to make 24 weekly payments of $ 55,000 to repay this loan.

 This

 Loan
#8

 In
December 2024, the Company executed a loan for $ 660,000. The Company was required to pay transaction fees of $ 175,000 (debt discount),
resulting in net proceeds of $ 485,000. The Company is required to make 24 weekly payments of $ 27,500 to repay this loan.

 This

 Notes
Payable - Vehicles

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

of Notes Payable

 Balance - December 31, 2022

 $
 2,009,896

 ( 836,618
)

 Balance - December 31, 2023

 $
 1,173,278

 ( 821,206
)

 Balance - December 31, 2024

 $
 352,072

 F- 54

 NOTES

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

of Detailed Company's Notes Payable

 Notes Payable - Vehicles

 Issue Date

 Maturity Date

 Interest Rate

 Default Interest Rate

 Collateral

 December 31,

 2024

 December 31,

 2023

 January 15, 2021

 November 15, 2025

 11.00
 %

 N/A

 $
 14,352

 $
 28,370

 April 9, 2019

 February 17, 2024

 4.90
 %

 N/A

 -

 1,873

 December 15, 2021

 December 18, 2024

 3.50
 %

 N/A

 -

 37,823

 December 16, 2021

 December 18, 2024

 3.50
 %

 N/A

 -

 37,023

 January 11, 2022

 January 25, 2025

 3.50
 %

 N/A

 3,201

 40,911

 January 11, 2022

 January 25, 2025

 3.50
 %

 N/A

 3,216

 40,911

 January 11, 2022

 January 25, 2025

 3.50
 %

 N/A

 3,216

 40,911

 January 11, 2022

 January 25, 2025

 3.50
 %

 N/A

 3,216

 40,911

 February 8, 2022

 February 10, 2025

 3.50
 %

 N/A

 6,247

 43,046

 February 8, 2022

 February 10, 2025

 3.50
 %

 N/A

 6,248

 43,046

 February 8, 2022

 February 10, 2025

 3.50
 %

 N/A

 6,377

 43,944

 February 8, 2022

 February 10, 2025

 3.50
 %

 N/A

 6,247

 43,045

 3.50
 %

 N/A

 12,792

 50,157

 3.50
 %

 N/A

 12,792

 50,157

 3.50
 %

 N/A

 13,792

 51,157

 3.50
 %

 N/A

 12,960

 50,862

 3.50
 %

 N/A

 12,987

 50,925

 3.50
 %

 N/A

 12,987

 50,925

 3.50
 %

 N/A

 12,987

 50,925

 3.50
 %

 N/A

 12,986

 50,925

 August 4, 2022

 August 18, 2025

 4.99
 %

 N/A

 8,541

 20,837

 August 4, 2022

 August 18, 2025

 4.99
 %

 N/A

 8,542

 20,838

 November 1, 2021

 November 11, 2025

 4.84
 %

 N/A

 8,761

 17,913

 November 1, 2021

 November 11, 2025

 0.00
 %

 N/A

 8,884

 18,572

 November 1, 2021

 November 11, 2025

 0.00
 %

 N/A

 8,884

 18,572

 June 1, 2022

 May 23, 2026

 0.90
 %

 N/A

 14,137

 24,035

 June 1, 2022

 May 23, 2026

 0.90
 %

 N/A

 14,150

 24,032

 April 27, 2022

 May 10, 2027

 9.05
 %

 N/A

 79,052

 107,047

 April 27, 2022

 May 1, 2026

 8.50
 %

 N/A

 44,518

 73,585

 352,072

 1,173,278

 Less: current portion

 200,165

 819,788

 Long term portion

 $
 151,907

 $
 353,490

 F- 55

 NOTES

 Debt
Maturities

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

of Maturities of Long Term Debt

 For the Year Ended December 31,

 Notes Payable

 Notes
 Payable - Related Party *

 Vehicle Notes Payable

 Total

 2025

 6,793,236

 2,081,500

 282,411

 9,157,147

 2026

 -

 -

 54,774

 54,774

 2027

 -

 -

 14,887

 14,887

 Total

 $
 6,793,236

 $
 2,081,500

 $
 352,072

 $
 9,226,808

 *
 In connection with
the common control merger with Next in February 2025, future filings will no longer report this amount in this table, as it will be eliminated
in consolidation.

 The
above table does not include unamortized debt discounts associated with the net amounts reported on the accompanying consolidated balance
sheets.

 Line
of Credit

 Year

 In
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.

 The
line of credit had an outstanding balance of $ 1,000,000 at December 31, 2022 and was repaid in 2023 for $ 1,008,813 (principal of $ 1,000,000
plus accrued interest of $ 8,813).

 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 in
2023.

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

 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.

 F- 56

 NOTES

 The
Company did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2024 and 2023, respectively.

 Note
7 – Commitments and Contingencies

Leases

 The
Company accounts for leases in accordance with ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing
a right-of-use asset and a lease liability for all leases with terms exceeding 12 months. Lease classification determines the pattern
of expense recognition in the consolidated statement of operations:

 leases: Recognized on a straight-line basis as lease expense over the lease term.

 Finance
 leases: Recognized with amortization of the ROU asset and interest expense on the lease liability.

 Lessors
classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the
asset (ASC 842-10-25-2):

 If
 all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease).

 If
 risks and rewards transfer but control does not, the lease is classified as financing.

 If
 neither risks, rewards, nor control transfer, it is classified as an operating lease.

 Lease
Recognition and Measurement

 The
Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease
commencement (the date the underlying asset is available for use). ROU assets represent the Company's right to use an asset over
the lease term, while lease liabilities reflect the present value of future lease payments.

 At
lease commencement:

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

 The
 Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit
 rate is readily determinable (ASC 842-20-30-3).

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

 F- 57

 NOTES

 Practical
Expedients and Lease Components

 The
Company applies certain practical expedients to simplify lease accounting:

 Lease
 and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment
 embedded in supply agreements (ASC 842-10-15-37).

 Short-term
 leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2).

 Lease
Term and Expense Recognition

 Lease
 liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26).

 lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses.

 Variable
 lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred
 (ASC 842-10-30-5).

 Company
Lease Commitments

 As
of December 31, 2024, and 2023, the Company had no finance leases under ASC 842.

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

 Lease
 term: 39 months

 Total
 monthly payment: $ 21,773 (including base rent, estimated operating expenses, and sales tax)

 Base
 rent: $ 14,743 (subject to a 3% annual increase); abated in months 1, 13, and 25

 Initial
 ROU asset recognized: $ 735,197 (non-cash asset addition)

 F- 58

 NOTES

 The
tables below present information regarding the Company's operating lease assets and liabilities at December 31, 2024 and 2023,
respectively:

of Operating Lease Assets and Liabilities

 Assets

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

 $
 61,151

 $
 297,394

 Liabilities

 $

 $
 316,008

 Weighted-average remaining lease term (years)

 0.25

 1.25

 Weighted-average discount rate

 %

 %

 The
components of lease expense were as follows:

of Components of Lease Expense

 Operating lease costs

 Amortization of right-of-use operating lease asset

 $
 236,243

 $
 224,388

 Lease liability expense in connection with obligation repayment

 9,534

 21,389

 Total operating lease costs

 $
 245,777

 $
 245,777

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

 Operating cash outflows from operating lease (obligation payment)

 $
 256,414

 $
 251,403

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

 $
 -

 $
 -

 F- 59

 NOTES

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

of Future Minimum Payments Under Non-Cancellable Leases

 2025

 $
 69,421

 2026

 2027

 Total undiscounted cash flows

 69,421

 Less: amount representing interest

 ( 293
)

 Present value of operating lease liability

 Less: current portion of operating lease liability

 Long-term operating lease liability

 $
 -

Leases – Related Party

 On
August 1, 2023, the Company entered into a 48-month lease agreement for 1,200 square feet of office space owned by the Company's
Chief Technology Officer (CTO).

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

 Annual
 Increase: The lease is subject to a 3% annual escalation.

 Initial
 Right-of-Use (ROU) Asset: The Company recognized a non-cash ROU asset addition of $ 316,557 in accordance with ASC 842: Leases.

 Right-of-Use
Asset - Lease Termination – Related Party

 On
October 1, 2024, the existing lease was terminated with no additional consideration paid for early termination. Additionally, no penalties
were incurred. For financial accounting purposes, the transaction was insignificant.

 New
Right-of-Use Asset – Related Party

 On
October 1, 2024, the Company signed a lease for 3,500 square feet of office space owned by the Company's Chief Technology Officer.
The lease term is 36 months, and the total monthly payment is $ 10,300, including base rent, estimated operating expenses and sales tax.

 The
lease is subject to a 3 % annual increase. An initial Right of Use ("ROU") asset of $ 340,368 will be recognized as a non-cash
asset addition.

 F- 60

 NOTES

 The
tables below present information regarding the Company's operating lease assets and liabilities at December 31, 2024 and 2023,
respectively:

of Operating Lease Assets and Liabilities

 Assets

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

 $
 314,957

 $
 286,397

 Liabilities

 $
 315,893

 $
 287,994

 Weighted-average remaining lease term (years)

 2.75

 3.58

 Weighted-average discount rate

 %

 %

 The
components of lease expense were as follows:

of Components of Lease Expense

 Operating lease costs

 Amortization of right-of-use operating lease asset

 $
 81,203

 $
 30,160

 Lease liability expense in connection with obligation repayment

 16,102

 6,212

 Total operating lease costs

 $
 97,305

 $
 36,372

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

 Operating cash outflows from operating lease (obligation payment)

 $
 93,912

 $
 34,775

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

 $
 340,368

 $
 316,557

 F- 61

 NOTES

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

of Future Minimum Payments Under Non-Cancellable Leases

 2025

 $
 124,527

 2026

 128,263

 2027

 98,345

 Total undiscounted cash flows

 351,135

 Less: amount representing interest

 ( 35,242
)

 Present value of operating lease liability

 315,893

 Less: current portion of operating lease liability

 103,799

 Long-term operating lease liability

 $
 212,094

 See
Note 10 for termination of lease and execution of new lease.

 Employment
Agreements

 Year

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

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

 February
 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 4,167 shares of common stock, having a fair value of $ 40,000, based
upon the quoted closing price ($ 9.60 /share). This expense was recorded as a component of general and administrative expenses for the
year ended December 31, 2023.

 Chief
Technology Officer

 In
April 2023, the Company's CTO was entitled to receive up to 130,000 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 ($ 6.40 /share).

 F- 62

 NOTES

 For
the year ended December 31, 2023, the CTO vested in 104,000 shares of common stock, having a fair value of $ 665,600. Additionally, the
remaining 26,000 shares vest 13,000 each in April 2025 and 2026, respectively. A corresponding expense totaling $ 52,000 was recorded
for those shares ( 26,000) which were part of this employment agreement that had not yet vested.

 Total
expense recorded during the year ended December 31, 2023 for the CTO was $ 717,600.

 Total
expense recorded during the year ended December 31, 2024 for the CTO was $ 34,666.

 This
expense was recorded as a component of general and administrative expenses for the years ended December 31, 2024 and 2023, respectively.

 The
Company has filed several Form 8K's during July and August 2023 as well as February 2025, related to the hiring and termination
of various officers, directors and board members.

 Board
Directors (New Board Members)

 In
2023, the Company granted various board directors an aggregate of 88,336 shares of common stock having a fair value of $ 455,000 on the
grant date based upon the quoted closing trading price ($ 4.95 - $ 5.53 /share). All shares vested in June 2024 coinciding with the Company's
annual meeting.

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

 In
2024, the Company granted various board directors an aggregate of 136,484 shares of common stock having a fair value of $ 520,000 on the
grant date based upon the quoted closing trading price ($ 3.81 /share). All shares vested on December 31, 2024. The Board of Directors
had its annual meeting on January 16, 2025 to approve these issuances as well as establish pricing for these awards.

 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).

 Year
Ended December 31, 2024

 In
connection with the employment agreements noted above, the Company recorded stock based compensation of $ 286,000.

 F- 63

 NOTES

 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, 2024 and 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that
require accrual or disclosure.

 Note
8 – Stockholders' Equity (Deficit)

 Change
in Authorized Shares

 On
June 14, 2024, the Company's Board of Directors approved an increase in authorized common stock from 50,000,000 to 500,000,000
shares. This increase was made to:

 Support
 current and future equity financings,

 Facilitate
 conversions of preferred stock into common stock,

 Enable
 future stock-based compensation plans, and

 Provide
 flexibility for potential mergers, acquisitions, and other corporate transactions.

 As
of December 31, 2024, the Company had four (4) classes of stock, detailed as follows:

Stock (Undesignated)

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

 Shares: 5,000,000

 & Outstanding: None

 Par
 Value: $ 0.0001 per share

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

 Dividends:
 None, unless declared by the Board of Directors

 Liquidation
 Preference: None

 Redemption

 F- 64

 NOTES

 The
Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions
of each series without further stockholder approval.

Preferred Stock – Series A

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

 Shares: 513,000 ( none designated in 2023)

 & Outstanding: 363,000 shares as of December 31, 2024

 Par
 Value: $ 0.0001 per share

 Stated
 Value: $ 10 per share

 Terms:

 Fixed
 conversion rate: 4.53 shares of common stock per Series A Preferred Stock

 price:

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

 Results
 in a fixed number of common shares per preferred share

 Total
 equivalent common shares at December 31, 2024: 1,644,022

 No
 variable number of shares are required for settlement

 (See
 Note 5 for detailed calculations.)

 Dividend
 Provisions:

 Rate:
 10% per year (2.5% per quarter), accrued and payable in common stock

 Calculation:

 issued Stated value Dividend percentage Fixed conversion price ($2.21/share)

 No
 potential dilution beyond the fixed conversion amount

 Rights: Equal to the number of converted common shares

 Liquidation
 Preference: None

 Redemption

 Liability Assessment:

 Evaluated
 under ASC 815 ("Derivatives and Hedging")

 The
 Series A Convertible Preferred Stock does not meet the definition of a derivative liability
 since its conversion feature is fixed and does not require a variable number of settlement
 shares.

 F- 65

 NOTES

Preferred Stock – Series B

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

 Shares: 150,000 ( none designated in 2023)

 & Outstanding: 140,000 shares as of December 31, 2024

 Par
 Value: $ 0.0001 per share

 Stated
 Value: $ 10 per share

 Terms:

 Fixed
 conversion rate: 5.18 shares of common stock per Series B Preferred Stock

 price:

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

 Results
 in a fixed number of common shares per preferred share

 Total
 equivalent common shares at December 31, 2024: 724,638

 No
 variable number of shares are required for settlement

 Dividend
 Provisions:

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

 Calculation:

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

 No
 potential dilution beyond the fixed conversion amount

 Rights: Equal to the number of converted common shares

 Liquidation
 Preference: None

 Redemption

 Liability Assessment:

 Evaluated
 under ASC 815

 The
 Series B Convertible Preferred Stock does not meet the definition of a derivative liability
 due to its fixed conversion price.

 F- 66

 NOTES

Stock

 Shares: 500,000,000

 & Outstanding:

 6,571,343
 shares as of December 31, 2024

 1,806,612
 shares as of December 31, 2023

 Par
 Value: $ 0.0001 per share

 Rights: 1 vote per share

 Dividends:
 None

of All Classes of Equity

 The
following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2024.

of Various Classes of Equity

 Stock

 and Outstanding/

 Par

 Stated

 Liquidation

 Redemption

 Class

 Designated

 Value

 Value

 Ratio

 Rights

 Preference

 Rights

 Liability

 Stock

 5,000,000

 None

 $
 0.0001

 N/A

 None

 None

 None

 None

 None

 No

 A, Preferred

 513,000

 $
 0.0001

 $
 10/share

 4.53
 common shares for each
 preferred share (fixed)

 Equivalent to as converted shares

 10%
 annually paid in common stock

 None

 None

 No

 B, Preferred

 150,000

 140,000

 $
 0.0001

 $
 10/share

 4.53
 common shares for each preferred share (fixed)

 Equivalent
 to as converted
 shares

 12%
 annually paid in common stock

 None

 None

 No

 500,000,000

 6,571,343

 $
 0.0001

 N/A

 None

 vote per share

 N/A

 N/A

 N/A

 N/A

 Securities
and Incentive Plans

 The
Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to
employees, directors, and consultants.

 For
detailed information on the Company's Stock Incentive Plans, refer to Schedule 14A Information Statements filed with the U.S. Securities
and Exchange Commission (SEC).

 All
issuances under these plans for the years ended December 31, 2024 and 2023 are disclosed in the consolidated financial statements.

 F- 67

 NOTES

Transactions for the Years Ended December 31, 2024

 Stock
Issued for Debt Issuance Costs – Related Party

 The
Company issued 425,978 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value
of $ 2,020,387 ($ 2.81 - $ 7.10 /share), based upon the quoted closing trading price.

 This
lender (an entity controlled by the Company's Chief Executive Officer) holds a greater than 20% ownership of the Company.

 Vesting
of Employee Shares – Related Parties

 The
Company issued 88,336 shares of common stock (par value of $ 9) in connection with the vesting of shares previously granted in 2023 to
various board directors. The effect of issuing these shares had no net effect of stockholder's deficit as the share issuance was
reflected at par value. The Company recorded $ 251,334 of expense in 2024, related to the vesting of these shares in 2024.

 The
Company issued 136,484 shares of common stock to various board directors for services rendered in 2024, having a fair value of $ 520,000
($ 3.81 /share), based upon the quoted closing trading price.

 Total
share based payments with board directors were $ 771,334.

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

 Total
share based payments with board directors and officers for the year ended December 31, 2024 totaled $ 806,000.

 Stock
Issued for Services

 The
Company issued 212,730 shares of common stock to consultants for services rendered, having a fair value of $ 725,640 ($ 0.0001 - $ 3.52 /share),
based upon the quoted closing trading price.

B, Preferred Stock Issued for Cash – Related party

 The
Company issued 140,000 shares of Series B, preferred stock to a related party for $ 1,400,000 ($ 10 /stated value per share).

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

 F- 68

 NOTES

Stock Issued in Debt Conversion – Related party

 The
Company converted all outstanding principal ($ 6,215,000) and accrued interest ($ 316,130) into 3,525,341 shares of common stock. At the
time of conversion, the lender executed a 150 % penalty interest feature. As a result, and just prior to conversion, the Company increased
its interest expense and related debt by $ 3,265,565 for a total of $ 9,796,696 of debt that was converted. As a result of this debt conversion,
the balance due to this lender was $ 0. The fair value of the common stock at the conversion date was $ 2.76 /share. Accordingly, since
this was a related party transaction, no gain on debt extinguishment was recorded. The related party holds a greater than 20 % ownership
of the Company. See Note 5.

 Stock
Issued to Settle Accounts Payable

 The
Company issued 2,703 shares of common stock to a vendor for services rendered, having a fair value of $ 10,000 ($ 3.70 /share), based upon
the quoted closing price.

A, Preferred Stock Issued in Debt Conversion – Related party

 On
August 16, 2024, the Company converted all outstanding principal ($ 2,420,000) and accrued interest ($ 0) into 363,000 share of Series
A, Preferred Stock, $ 10 /share stated value. At the time of conversion, the lender executed a 150 % penalty interest feature. As a result,
and just prior to conversion, the Company increased its interest expense and related debt by $ 1,210,000 for a total of $ 3,630,000 of
debt that was converted. As a result of this debt conversion, the balance due to this related party lender was $ 0.

 The
related party holds a greater than 5 % ownership of the Company.

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

A and B – Preferred Stock Dividends Payable in Common Stock – Related Parties

 In
accordance with the terms of the Company's Series A and B, Preferred stock, the Company is required to accrue dividends on a quarterly
basis. Similar to the Series A and B, convertible preferred stock, dividends are accrued using a fixed conversion price. There are no
other provisions that could result in a variable number of shares required for settlement in the future.

the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that
would require derivative liability treatment.

 F- 69

 NOTES

 The
Company has calculated its dividends payable as follows:

of Dividends Payable

 Series A - Convertible Preferred Stock

 Series B - Convertible Preferred Stock

 Total Dividends Payable

 Shares issued and outstanding

 140,000

 Stated value per share

 $

 $

 Dividend rate (10%/12%)

 %

 %

 Dividend shares due per year

 168,000

 Market price - at issuance date

 2.76

 2.76

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

 %

 %

 Conversion price

 2.21

 1.93

 Dividend shares due per quarter

 41,101

 21,739

 62,840

 Equivalent common shares - per year

 164,402

 86,957

 251,359

 Total dividend shares due - at reporting date

 61,204

 32,372

 93,576

 Market price - at issuance date (fixed rate)

 $
 2.76

 $
 2.76

 Fair value of dividends payable - at reporting date

 $
 168,924

 $
 89,347

 $
 258,271

Transactions for the Year Ended December 31, 2023

 Stock
Issued for Cash

 The
Company sold 3,357 shares of common stock for $ 25,308 ($ 7.65 – $ 8.83 /share) through at the market ("ATM") sales via
a sales agent who was eligible for commissions of 3 % for any sales of common stock made. The Company also paid $ 25,308 in related expenses
as direct offering costs in connection with the sale of these shares.

 Stock
Issued for Services – Related Parties

 The
Company issued an aggregate 268,986 shares of common stock to a Company officer as well various board members for services rendered,
having a fair value of $ 1,215,365 ($ 4.38 – $ 8.78 /share), based upon the quoted closing trading price. The issuance of these shares
was pursuant to vesting.

 F- 70

 NOTES

 Stock
Issued for Services

 The
Company issued 40,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 4.80 - $ 11.98 /share),
based upon the quoted closing trading price.

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

 The
Company issued 264,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500
($ 5.18 - $ 6.78 /share), based upon the quoted closing trading price.

 Of
the total 264,000 shares issued, 104,000 shares remain unissued (common stock issuable) since the issuance of these shares would give
this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement. See Note 5.

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

 Restricted
Stock and Related Vesting

 A
summary of the Company's nonvested shares (due to service based restrictions) as of December 31, 2024 and 2023, is presented below:

 Schedule of Company Nonvested Shares

 Weighted Average

 Number of

 Grant Date

 Non-Vested Shares

 Fair Value

 Balance - December 31, 2022

 42,192

 $
 1.40

 330,554

 5.77

 Vested

 ( 104,699
)

 6.72

 ( 153,711
)

 5.53

 Balance - December 31, 2023

 114,336

 6.40

 -

 -

 Vested

 ( 88,336
)

 5.15

 -

 -

 Balance - December 31, 2024

 26,000

 $
 6.40

 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.

 F- 71

 NOTES

 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, 2024, unrecognized stock compensation expense related to restricted stock was $ 45,067, which will be recognized over a weighted-average
period of 1.11 years

the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 286,000 and $ 290,334, related to the vesting
of these shares.

 Stock
Options

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

of Stock Option Activity

 Remaining

 Aggregate

 Grant

 Number of

 Exercise

 Contractual

 Intrinsic

 Date

 Stock Options

 Options

 Price

 Term (Years)

 Value

 Fair Value

 Outstanding - December 31, 2022

 37,392

 $
 19.05

 3.68

 $
 -

 $
 -

 Vested and Exercisable - December 31, 2022

 34,526

 $
 19.44

 3.47

 $
 -

 $
 -

 Unvested and non-exercisable - December 31, 2022

 2,866

 $
 14.36

 4.16

 $
 -

 $
 -

 101,930

 $
 17.41

 $
 0.73

 Exercised

 -

 $
 -

 ( 139,322
)

 $
 17.85

 Outstanding - December 31, 2023

 -

 $
 -

 -

 $
 -

 $
 -

 Vested and Exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 $
 -

 Unvested and non-exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 $
 -

 Year

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

 Of
the total, 21,930 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000. These options were fully
vested on the grant date.

 F- 72

 NOTES

 The
remaining 80,000 options were granted to consultants for a project that was cancelled in 2023. As a result, the Company recorded a grant
date fair value of $ 23,920. All previously recorded stock based compensation ($ 7,973) was reversed in 2023. There was a net effect of
$ 0 on the consolidated statements of operations for this grant.

 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

 Expected term (years)

 5.00

 Expected volatility

 59 % - 62
 %

 Expected 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.

 Warrant
activity for the years ended December 31, 2024 and 2023 are summarized as follows:

of Stock Warrant Activity

 Remaining

 Aggregate

 Number of

 Exercise

 Contractual

 Intrinsic

 Price

 Term (Years)

 Value

 Outstanding - December 31, 2022

 $
 10.36

 2.22

 $
 82,756

 Vested and Exercisable - December 31, 2022

 $
 10.36

 2.22

 $
 82,756

 Unvested - December 31, 2022

 -

 $
 -

 -

 $
 -

 -

 Exercised

 -

 -

 Outstanding - December 31, 2023

 $
 10.36

 1.22

 $
 36,030

 Vested and Exercisable - December 31, 2023

 $
 10.36

 1.22

 $
 36,030

 Unvested and non-exercisable - December 31, 2023

 -

 $
 -

 -

 $
 -

 -

 Exercised

 -

 ( 35,107
)

 $
 17.28

 Outstanding - December 31, 2024

 46,344

 $
 5.12

 0.65

 $
 9,156

 Vested and Exercisable - December 31, 2024

 46,344

 $
 5.12

 0.65

 $
 9,156

 Unvested and non-exercisable - December 31, 2024

 -

 $
 -

 -

 $
 -

 F- 73

 NOTES

 Note
9 – Asset Purchase Agreements

 Yoshi,
Inc.

 In
2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, the Company acquired various
vehicles as part of a growth and expansion plan.

 The
Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations.

 Since
the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have been classified as a component
of deposit on future asset purchase totaling $ 2,035,283.

 Consideration
for this asset purchase consisted of the following:

 Cash - $ 1,250,000;

 Stock – 201,613 shares of common stock; having a fair value of $ 535,283 ($ 2.66 /share),
 based upon the quoted closing price; and

 Note Payable - $ 250,000

 At
 December 31, 2024, the Company had paid $ 650,000. The balance of $ 600,000 was paid in February
 2025.

 All
 shares were issued as of December 31, 2024

 At
 December 31, 2024, the $ 250,000 had not yet been paid. In February 2025, the balance was
 paid.

 Shell

 In
2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell Tap Up and d/b/a Instafuel
("Shell") to purchase 73 vehicles ($ 5,139,877) and above ground storage tanks ($ 80,000) as part of a growth and expansion
plan for a total purchase price of $ 5,219,877. The Company began its Shell related operations in January 2025, and at that time placed
these assets into service. These vehicles have a useful life of five ( 5) years.

 F- 74

 NOTES

 Right-of-Use
Assets – Operating Leases - Shell

 In
connection with the closing of the Shell transaction, the Company assumed certain operating leases (parking lots and offices) subsequent
to year end. These leases had commencement dates ranging from January – February 2025 ending between October 2028 – June
2029. Total payments over the remaining lease terms are approximately $ 814,000.

 Note
10 – Common Control Merger

 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. ("NextNRG") and Michael Farkas,
an individual, as the representative of the members, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant
to which the Company agreed to acquire from the Members 100 % of the membership interests of NextNRG (the "Membership Interests")
in exchange for up to 40,000,00 shares of common stock.

 On
September 25, 2024, the Company and the Shareholders' Representative entered into the second amendment to the Second Amended and
Restated Exchange Agreement ("Second Amendment Agreement") to change the number of the Company's common stock shares
to be issued to the NextNRG Shareholders by the Company in exchange for 100 % of the shares of NextNRG to 100,000,000 shares of the Company's
common stock.

 The
Second Amendment Agreement also provides that in the event NextNRG completes the acquisition of STAT-EI, Inc. ("SEI" or "STAT"),
prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting
or forfeiture (such shares subject to vesting or forfeiture, the "Restricted Shares"). As noted above, NextNRG completed
the acquisition of SEI on January 19, 2024, and thus 50,000,000 will vested on the closing date, and 50,000,000 Restricted Shares will
be subject to vesting or forfeiture. 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially
deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically
defined under the Exchange Agreement) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either
reaching annual revenues exceeding $ 100 million, the Company completing projects with deployment costs greater than $ 100 million, or
the Company completing a capital raise greater than $ 25 million.

 F- 75

 NOTES

 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.

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

 The
transaction closed on February 13, 2025. See Note 12.

 Note
11 – Income Taxes

 The
Components of the deferred tax assets and liabilities at December 31, 2024 and 2023 were approximately as follows:

 Schedule of Deferred Tax Assets and Liabilities

 Deferred Tax Assets

 Stock based compensation

 $
 346,000

 $
 142,000

 Intangibles

 907,000

 719,000

 Net operating loss carryforward

 13,460,000

 10,775,000

 Lease liabilities

 43,000

 80,000

 Capitalized research expenditures

 367,000

 367,000

 Bad debt reserve

 31,000

 21,000

 Other

 9,000

 9,000

 Total deferred tax assets

 15,163,000

 12,113,000

 Deferred Tax Liabilities

 ( 442,000
)

 ( 683,000
)

 Prepaid assets

 ( 92,000
)

 ( 47,000
)

 Right-of-Use asset

 ( 128,000
)

 ( 75,000
)

 Total deferred tax liabilities

 ( 662,000
)

 ( 805,000
)

 Deferred Tax Assets

 14,501,000

 11,308,000

 Less: valuation allowance

 ( 14,501,000
)

 ( 11,308,000
)

 Deferred tax asset - net

 $
 -

 $
 -

 The
components of the income tax benefit and related valuation allowance for the years ended December 31, 2024 and 2023 was approximately
as follows:

 F- 76

 NOTES

of Income Tax Benefit and Related Valuation Allowance

 Current

 $
 -

 $
 -

 Deferred

 ( 3,193,000
)

 ( 2,588,000
)

 Total income tax provision (benefit)

 ( 3,193,000
)

 ( 2,588,000
)

 Less: valuation allowance

 3,193,000

 2,588,000

 Total Tax Provision

 $
 -

 $
 -

 A
reconciliation of the provision for income taxes for the years ended December 31, 2024 and 2023 as compared to statutory rates was approximately
as follows:

of Reconciliation of Provision for Income Taxes

 Federal income tax expense (benefit) - 21 %

 $
 ( 3,400,000
)

 $
 ( 2,199,000
)

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

 ( 704,000
)

 ( 455,000
)

 Permanent differences - net

 911,000

 ( 25,000
)

 Deferred adjustments

 -

 91,000

 Change in valuation allowance

 3,193,000

 2,588,000

 Income tax expense (benefit)

 $
 -

 $
 -

 Federal
net operating loss carry forwards at December 31, 2024 and 2023 were approximately as follows:

of Operating Loss Carry Forwards

 $
 59,000,000

 $
 43,000,000

 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 2021 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.

 F- 77

 NOTES

 Note
12 - Subsequent Events

 Subsequent
to December 31, 2024, the Company had the following transactions:

 Notes
Payable

 Proceeds

 The
Company executed a three-month (3) note payable with a face amount of $ 1,000,000, less an original issue discount of $ 50,000, along with
an additional $ 10,000 in transaction related fees (total debt discount and issue costs in cash of $ 60,000), resulting in net proceeds
of $ 940,000. The note bears interest at 15 %.

 The
note ($ 1,000,000) was repaid in February 2025, including interest ($ 19,288) for a total repayment of $ 1,019,288.

 The
Company repaid $ 6,089,288 of various loans and notes payable.

 Notes
Payable – Related Party

 Prior
to the Common Control Merger, the Company repaid $ 203,000 to Next.

 Guarantee
Arrangement – Chief Executive Officer

 On
March 25, 2025, the Company entered into an agreement with its Chief Executive Officer. Under this agreement, in exchange for personally
guaranteeing certain Company debt, the Chief Executive Officer will receive a fee equal to 3 % of the guaranteed debt. This fee will be
paid when the funds are received.

 Loan
Payable #1

 On
March 24, 2025, the Company executed a loan for $ 3,217,700. The Company was required to pay transaction fees of $ 69,000 and an original
issue discount of $ 917,700 (debt discount). Additionally, the previous outstanding loan #6 (see Note 5), of $ 715,000 was repaid in full.
The Company received net proceeds of $ 1,516,700. The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

 This

 Loan
Payable #2

 On
March 24, 2025, the Company executed a loan for $ 3,217,700. The Company was required to pay transaction fees of $ 69,000 and an original
issue discount of $ 917,700 (debt discount). Additionally, the previous outstanding loan #7 (see Note 5), of $ 715,000 was repaid in full.
The Company received net proceeds of $ 1,516,700. The Company is required to make 24 weekly payments of $ 125,000 to repay this loan.

 This

 On
March 26, 2025, the Company fully repaid $ 2,500,000 on outstanding loan #5 (see Note 5.

 Stock
Issued for Cash and Warrants – Public Offering

 On
February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $ 15,000,000 ($ 3 /share). In connection with
this offering, the Company paid direct offering costs of $ 1,538,914, resulting in net proceeds of $ 13,461,086.

 The
proceeds from the offering are expected to be used for:

 Expanding
 operations and infrastructure;

 Repaying
 outstanding debt; and

 Funding
 general corporate purposes, including working capital requirements

the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $ 3 /share,
for a period of 45 days (through March 30, 2025)

 The
underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a
direct offering cost. These warrants are exercisable at $ 3.75 /share. These warrants are exercisable beginning 6 months after the grant
date and for an additional 4 years through February 13, 2030.

 F- 78

 NOTES

 Stock
Issued for Services

 The
Company issued 364,108 shares of common stock to consultants for services rendered, having a fair value of $ 1,324,243 ($ 2.72 - $ 3.90 /share),
based upon the quoted closing trading price.

 Stock
Issued to Settle Accounts Payable

 The
Company issued 15,000 shares of common stock to a vendor to settle outstanding accounts payable, having a fair value of $ 46,650 ($ 3.11 /share),
based upon the quoted closing trading price.

Control Merger (Related Party)

 Transaction

 On
February 13, 2025, the Company executed a share exchange agreement with Next (an entity controlled by Michael Farkas ("Farkas")),
an entity under common control. Pursuant to the terms of the agreement EZFL issued 100,000,000 shares of common stock in exchange for
all of the issued and outstanding common stock of Next.

 Corporate
Name Change

 The
Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc.

of NextNRG, Inc.

 NextNRG,
founded by Farkas, is a renewable energy company focused on developing and deploying wireless electric vehicle charging technology integrated
with battery storage and solar energy solutions.

Control Determination

 The
Company has determined that this transaction qualifies as a common control merger under ASC 805-50-15-6, which defines control as the
ability to direct management and policies by ownership, contractual arrangements, or other means.

 F- 79

 NOTES

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

 EZFL
 Control:

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

 As
 the primary debt lender prior to and at the time of the merger, Farkas had the ability to
 influence critical financial decisions;

 EZFL's
 liquidity was significantly supported by NextNRG funding prior to and at the time of the
 merger, reflecting decisions and activities controlled by Farkas; and

 On
 the date of merger, Farkas controlled approximately 70 % of EZFL.

 Control:

 Farkas
 concurrently exercised control over NextNRG prior to December 31, 2023.

 For
further details, refer to the Form 8-K filed on February 18, 2025.

 Anticipated
Accounting Treatment – Related Party

 As
both EZFL and NextNRG shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction
is classified as a common control merger.

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

 See
authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:

 1. Retention of Historical Carrying Amounts

 The
acquired entity's assets and liabilities are recorded at their historical carrying amounts.

 2. Pooling-of-Interests Approach

 Identifies
that transfers between entities under common control do not represent a change in ownership. In these transactions, the entity receiving
net assets or exchanging shares is required to measure the assets and liabilities at their carrying amounts as recorded in the transferring
entity's separate financial statements (which reflect the historical cost basis established by the ultimate parent). Essentially,
this guidance results in an accounting treatment similar to the pooling-of-interests method.

 F- 80

 3.
Retrospective Application to Financial Statements

 The
historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented. By doing
so, all periods in the financial statements are made comparable, reflecting the merger's effects consistently.

 4.
Equity Adjustments

 Adjustments
to Additional Paid-In Capital (APIC) and retained earnings are made to reconcile historical balances. Historical retained earnings (deficit)
are combined and consolidated.

 5.
Earnings per Share

 The
 100,000,000 shares of common stock issued are treated as outstanding for all historical periods.

 Retroactive
 adjustments are required when a change in the capital structure occurs through a stock dividend,
 stock split, or reverse split. Common control transactions are typically accounted for on
 a carryover basis, the historical EPS is not retroactively adjusted for such stock issuances
 unless the transaction's structure meets the criteria for a capital structure change
 (i.e. a stock dividend or split).

 The
 merger's retrospective application necessitates recalculating EPS for all periods presented.
 This ensures comparability by applying historical carrying values to both entities.

 Only
 vested shares are included in diluted EPS.

 6.
Goodwill and Intangible Assets

 In
a common control merger, the Company will not recognize goodwill or intangible assets.

 7.
Segment Reporting

 The
Company will assess its business operations and determine the requisite segments to recognized. All current and historical periods will
be adjusted to reflect these allocations. The Company expects to presents its consolidated financial statements with segments for mobile
fueling services, energy infrastructure services, and technology solutions.

 The
related accounting and financial reporting for this transaction will first be reflected in the Company's future March 31, 2025
filing on Form 10-Q.

 Chief
Executive Officer Transition

 At
the time of closing, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer. The Board of Directors subsequently
appointed Michael D. Farkas as Chief Executive Officer, Director, and Executive Chairman. Mr. Farkas, previously the Managing Member
and CEO of NextNRG, is also the significant controlling stockholder of the Company's issued and outstanding common stock.

 Chief
Financial Officer Transition

 At
the time of closing, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel Kleiner
as his successor.

 Further
details regarding these officer transitions are available in the Form 8-K filed on February 18, 2025.

 F- 81

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

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 As
of December 31, 2024, we conducted an evaluation, under supervision and with the participation of management, including the chief executive
officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant
to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange
Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

 All
internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and
financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject
to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures
may deteriorate.

assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal
Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2024, our Company's internal
control over financial reporting was effective.

in Internal Control over Financial Reporting

 There
have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Item
9B. Other Information

 (a)
None.

 (b)
During the fiscal quarter ended December 31, 2024, none of our officers or directors informed us of the adoption, modification or termination
of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in
Item 408 of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 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

 Farkas

 Chief
 Executive Officer, Executive Chairman and Director

 Joel
 Kleiner

 Chief
 Financial Officer

 Avi
 Vaknin

 Chief
 Technology Officer

 Daniel
 Arbour

 Jack
 Leibler

 Bennet
 Kurtz

 Sean
 Oppen

 Executive
Biographies

 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:

Farkas (Principal Executive Officer and Director)

 Mr.
Farkas is the founder and former Executive Chairman and CEO of Blink Charging Co. (NASDAQ: BLNK), and is the founder and, since 1997,
managing director of The Farkas Group, a privately held investment firm. In addition, Mr. Farkas was also the Founder, Chairman and Chief
Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, successfully raised capital for
numerous public and private clients. Over the last 32 years, Mr. Farkas has established a successful track record as a principal investor
across a variety of industries. Since 2016, Mr. Farkas has served as CEO and director of Balance Labs Inc (OTC: BLNC)

 Joel
Kleiner (Principal Financial Officer, Principal Accounting Officer)

 Mr.
Kleiner has been the Chief Financial Officer of NextNRG since August 2024. From October 2021 to December 2022, Mr. Kleiner served as
a Director of Finance at Torii Software, and from January 2023 to July 2024. Mr. Kleiner served as the VP of Finance at Torii Software
where he takes the lead in financial strategy and planning initiatives as a member of the leadership team, partnering with leaders to
develop and execute comprehensive financial plans aligned with corporate objectives. From June 2019 to March 2021, Mr. Kleiner served
as a controller of Stella Connect (which was acquired by Medallia Inc. in September of 2022) and from March 2021 to September 2021, he
served as the B2B SaaS Customer Feedback and Quality Assurance at Stella Connect. Mr. Kleiner has also previously served as a Financial
Analyst at the Government of Israel Ministry of Finance Economic Mission in the US from July 2013 to July 2015 and served as an Accounting
Technician at the Securities and Exchange Commission from January 2013 to June 2013. Mr. Kleiner is a Certified Public Accountant in
the state of New York.

 Avi
Vaknin (Chief Technology Officer)

 Vaknin
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 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 (Director)

 Mr.
Jack Leibler 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 (Director)

 Mr.
Kurtz 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 (Director)

 Mr.
Oppen 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.

Independence

 Jack
Leibler, Bennet Kurtz, and Sean Oppen are each "independent" within the meaning of Nasdaq Rule 5605(b)(1).

 The
definition of "independent director" included in the Stock Market Rules includes a series of objective tests, such as that
the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and
does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company's
corporate governance principles, the Board's determination of independence is made in accordance with the Stock Market Rules, as
the Board has not adopted supplemental independence standards. As required by the Stock Market Rules, the Board also has made a subjective
determination with respect to each director that such director has no material relationship with the Company (either directly or as a
partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies
the objective independence tests included in the definition of an "independent director" included in the Stock Market Rules.

 To
facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might
affect the determination of independence. Management provides the Corporate Governance and Nominating Committee and our Board with relevant
facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted
under the director independence guidelines.

 Board
Leadership Structure

 Our
Board believes it is important to retain flexibility in allocating the responsibilities of the CEO and Chairman of the Board in any way
that is in the best interests of our Company based on the circumstances existing at a particular point in time. Accordingly, we do not
have a strict policy on whether these roles should be served independently or jointly. Currently, we do not have anyone service as Chairman
of the Board. Mr. Levy currently serves as our Interim CEO.

 We
do not have a separate Lead Independent Director.

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

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

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

 Name

 Audit
 Committee

 Committee

 Corporate
 Governance and Nominating Committee

 Bennett
 Kurtz – (Independent)

 Chair

 Jack
 Leibler – (Independent)

 Chair

 Sean
 Oppen – (Independent)

 Chair

 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.

 Corporate
 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.

 Implications
of Being a Controlled Company

 The
Company is currently a "controlled company" within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, the
Chief Executive Officer of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately 65.1% of the Company's
common stock and therefore controls a majority of the voting power of the Company's outstanding common stock and accordingly, he
has the ability to determine all matters requiring approval by stockholders. After the closing of this offering and the closing of the
acquisition of NextNRG, Mr. Farkas will control approximately 75.2% of the voting power of our outstanding common stock, and, therefore
will control a majority of the voting power of the Company's outstanding common stock and accordingly, he will have the ability
to determine all matters requiring approval by stockholders. Additionally, at the closing of the acquisition of NextNRG, the Company
has agreed to appoint Mr. Farkas to the board of directors as Executive Chairman and to appoint him as the Chief Executive Officer of
the Company. Accordingly, after the closing of this offering and the closing of the acquisition of NextNRG, we will continue to be a
"controlled company" within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from
certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders
will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a
company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is
a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements:

 that
 a majority of the board consists of independent directors;

 for
 an annual performance evaluation of the nominating and corporate governance and compensation committees;

 that
 the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with
 a written charter addressing the committee's purpose and responsibilities; and

 that
 the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing
 the committee's purpose and responsibility.

 While
the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the
Company's stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq
corporate governance requirements.

 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 our directors and executive officers, and persons who own more than ten percent of a registered class
of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and
other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us 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, 2024 all Section 16(a) filing requirements applicable
to the Company's officers, directors and holders of more than 10% of the Company's common stock were satisfied

 Item
11. Executive Compensation

 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, we did not engage compensation
consultants.

 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.

 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, on 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.
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.

 Mr.
Levy received a salary of $201,539 during the year ended December 31, 2024.

Compensation Table

 The
following table shows information concerning compensation of our named executive officers during the years ended December 31, 2024 and
2023, respectively:

 Executive Name

 Year

 Salary

 Bonus

 Option Awards

 Stock Awards (1)

 All Other Compensation (2)

 Total

 Yehuda Levy

 2024

 $
 196,154

 $
 -

 $
 -

 $
 -

 $
 46,465

 $
 242,619

 Interim Chief Executive Officer (3)

 2023

 $
 192,323

 $
 -

 $
 -

 $
 -

 $
 21,712

 $
 214,035

 Michael McConnell

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Former Chief Executive Officer

 2023

 $
 52,918

 $
 -

 $
 50,000

 $
 -

 $
 1,285

 $
 104,203

 Michael Handelman

 2024

 $
 23,600

 $
 -

 $
 -

 $
 -

 $
 -

 $
 23,600

 Chief Financial Officer (4)

 2023

 $
 11,050

 $
 -

 $
 -

 $
 -

 $
 -

 $
 11,050

 Arthur Levine

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Former Chief Financial Officer

 2023

 $
 170,049

 $
 -

 $
 -

 $
 -

 $
 14,430

 $
 184,479

 Avishai Vaknin

 2024

 $
 112,039

 $
 -

 $
 -

 $
 -

 $
 41,738

 $
 153,777

 Chief Technology Officer (5)

 2023

 $
 -

 $
 -

 $
 -

 $
 832,000

 $
 11,716

 $
 843,716

 Richard Dery

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Former Chief Commercial Officer

 2023

 $
 77,740

 $
 -

 $
 -

 $
 -

 $
 12,544

 $
 90,284

 Michael DeVoe

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Former Chief Operating Officer

 2023

 $
 23,365

 $
 -

 $
 -

 $
 -

 $
 -

 $
 23,365

 Represents the aggregate grant date fair value of stock options, accounted for in accordance with ASC 718. The assumptions made in the
valuations of these option awards are included in the accompanying consolidated financial statements.

 During the year ended December 31, 2024 and 2023, the Company paid medical, dental, and vision benefits as well as made matching 401(k)
contributions on behalf of the named executives herein.

 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 In connection with the common control merger on February 13, 2025, Mr. Levy resigned his position.

 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. In connection with the common control merger on February 13, 2025, Mr. Handelman resigned his position.

 Mr.
 Vaknin became the Company's Chief Technology Officer on April 19, 2023. During 2023, in connection with Mr. Vaknin's employment
 agreement, the Company granted 130,000 shares of common stock having a fair value of $832,000 ($6.40/share), based upon the quoted
 closing trading price. This award is subject to various vesting provisions over time.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table shows information concerning compensation of our named executive officers during the years ended December 31, 2024 and
2023, 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

 (#)

 Equity incentive

 plan awards: market

 or payout value of

 unearned shares

 ($)

 Avishai Vaknin (1)

 April 19, 2023

 $

 -

 $

 -

 -

 $

 -

 65,000

 $

 166,400

 The
 Company granted 130,000 shares. At December 31, 2023, 80% or 104,000 shares were fully vested.
 The balance of 26,000 shares are expected to vest in 2025 (10%) and 2026 (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 2025 ($83,200) and 2026
 ($83,200), respectively.

 COMPENSATION
AGREEMENTS

 General

 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.

 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 1,040,000 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 in 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.

 Yehuda
Levy (Former 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

 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.
Upon the closing of the Share Exchange, Mr. Levy will resign as CEO and director, and his 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, 2024 and 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

 Number
 of securities to be issued upon exercise
 of
 outstanding options, warrants and rights

 Weighted-average exercise price of
 outstanding options, warrants and rights

 Number
 of shares remaining available
 for
 future issuance under equity compensation plan

 2022 Equity Incentive Plan

 -

 2023 Equity Incentive Plan

 -

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 2024 and 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 2024 and 2023:

 Name

 Fees earned or
 Paid in
 Cash $

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-equity
 incentive
 plan

($)

 Nonqualified
 deferred
 compensation
 earnings

($)

 All other
 compensation

($)

 Total

($)

 Daniel Arbour

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 26,000

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 156,000

 $
 21,000

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 151,000

 $
 26,250

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 156,250

 $
 73,250

 $
 520,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 593,250

 Represents amounts accrued that remained unpaid as of December 31, 2024.

 These stock awards had a grant date fair value of $130,000 each, payable in common stock. All awards were fully vested on the grant date.
The valuation of these awards was determined at the annual board meeting.

 As it
 pertains to stock based awards, the members shall not sell any shares of the Company's common stock they receive for six-months (6)
 from receipt of such shares. The agreement also provides that the Company will reimburse the director's 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.

 Additionally, members are paid for their participation on various committees as follows:

 Name

 Committee

 Position

 Audit

 Chairman

 $
 10,000

 Audit

 $
 5,000

 Audit

 $
 5,000

 Chairman

 $
 7,500

 $
 3,000

 $
 3,000

 Nominating/Governance

 Chairman

 $
 6,000

 Nominating/Governance

 $
 5,000

 Nominating/Governance

 $
 5,000

 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, Series A Convertible Preferred
Stock, and Series B Convertible Preferred Stock as of March 25, 2025 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, as adjusted per requirements by rules promulgated by the SEC, based on as of March 25, 2025: (i) 111,998,644
shares of Common Stock issued and outstanding; (ii) 363,000 shares of Series A Convertible Preferred Stock issued and outstanding; and
(iii) 140,000 shares of Series B Convertible Preferred Stock issued and outstanding.

 Name

 of Common Stock Beneficially Owned

 A Preferred Stock

 B Preferred Stock

 Total
 Equivalent Shares

 Percentage

 Beneficial owners of more than 5%

 Michael D. Farkas (3)

 77,200,189

 751,796
 (4)

 77,951,985

 68.2
 %

 Arif Sarwat (5)

 13,953,558

 13,953,558

 12.4
 %

 Executive Officers and Directors

 Michael D. Farkas (3)

 -

 -

 -

 -

 68.2
 %

 Avishai Vaknin, Chief Technology Officer

 64,713

 -

 -

 -

 0.09
 %

 Joel Kleiner, Chief Financial Officer (6)

 -

 -

 -

 -

 0.00
 %

 Daniel Arbour, Audit Committee

 61,818

 -

 -

 -

 0.02
 %

 Bennett Kurtz (Independent Board Member)

 55,157

 -

 -

 -

 0.02
 %

 Jack Leibler (Independent Board Member)

 56,007

 -

 -

 -

 0.02
 %

 Sean Oppen (Independent Board Member)

 56,007

 -

 -

 -

 0.04
 %

 All Officers and Directors as a Group (7 persons)

 91,465,719

 -

 -

 92,217,515

 82.3
 %

 The
 address of each of the officers and directors is 7 NW 183rd St., Miami, Florida 33169; the
 address of Michael D. Farkas is 1221 Brickell Avenue, Ste. 900, Miami, FL 33131; the address
 for York, New York 10005. Dr. Arif Sarwat is 407 Lincoln Road, Suite 9F, Miami Beach, Florida
 33139.

 The
 calculation in this column is based upon 111,998,644 shares of common stock outstanding on
 March 25, 2025. 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
 within 60 days of March 25, 2025 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. Shares of common stock that are currently exercisable or exercisable

 Mr. Farkas is the Chief Executive Officer and Executive Chairman of the Company. Based on 77,919,613 shares of Common
Stock held on an as converted basis, which includes (i) 64,118,596 shares of Common Stock held directly (including, without limitation,
42,372,880 Shares subject to vesting and forfeiture as provided for in the Second Amended and Restated Exchange Agreement dated June 11,
2024, as amended on July 22, 2024 and on September 25, 2024 entered into among the Company, the members of Next Charging LLC and Michael
D. Farkas, as the representative of such members, (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares of Common
Stock held by Balance Labs, Inc., (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC, and (v) 719,424 shares of Common
Stock which may be issued upon the conversion of 140,000 shares of Series B Convertible Preferred Stock held directly, each with a stated
value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance). Michael D. Farkas has voting and investment control
of the shares of common stock held by SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC.

 B Preferred stock (140,000 shares beneficially owned) includes equivalent common shares upon
 conversion of this preferred stock to 719,424 shares of common stock plus an additional 32,372
 shares of common stock related to accrued dividend shares.

 Dr. Sarwat is Chief Technology Officer of NextNRG Holding Corp.

 Joel
 Kleiner became Chief Financial Officer on February 13, 2025, after the resignation by Michael Handelman.

 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 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 NextNRG 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.

 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) NextNRG 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 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 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 NextNRG 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.

 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) NextNRG 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 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 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 Second August 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 NextNRG 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.

 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 Second August 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
August 30, 2023, Company and NextNRG 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 Third August 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 NextNRG 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.

 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 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 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 First September
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 NextNRG 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.

 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) NextNRG 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 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 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 NextNRG 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.

 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) NextNRG 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.

 On
December 4, 2023, the Company and NextNRG 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 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.

 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 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 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 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.

 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 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 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 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.

 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 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 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 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.

 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 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 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 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.

 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 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) $3.05; or (b) $0.50.

 On
January 5, 2024, the Company and NextNRG entered into a promissory note (the "January 2024 Note") for the sum of $110,000
(the "January 2024 Loan"). The January 2024 Note has an original issue discount ("OID") equal to $10,000, which
is 10% of the aggregate original principal amount of the January 2024 Loan. The unpaid principal balance of the January 2024 Note has
a fixed rate of interest of 8% per year for the first nine months, afterward, the January 2024 Note will begin to accrue interest on
the entire balance at 18% per year.

the 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 sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the January 2024
Note, at which point the end of the then current 2 month period will be the maturity date.

 If
the Company defaults on the 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 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 January
2024 Note, the conversion price shall equal the greater of (a) $3.05; or (b) $0.50.

 On
January 11, 2024, the Company and NextNRG 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").

 Global
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) $1.75 (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.

 Global
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 NextNRG entered into a global amendment ("Global Amendment 2") to the promissory notes
dated as of December 27, 2023 and January 8, 2023.

 Global
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) $1.75 (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 entered into a promissory note (the "January Next Note") for the sum of $165,000
(the "January Next Loan"). The January Next Note has an original issue discount ("OID") equal to $15,000, which
is 10% of the aggregate original principal amount of the January Next Loan. The unpaid principal balance of the January Next 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 January Next Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the 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 sends 10 days written notice, prior to the end of any 2 month period that it does not wish to extend the January Next
Note, at which point the end of the then current 2 month period will be the maturity date.

 If
the Company defaults on the 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 will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the 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 January Next Note, the conversion price will be the greater of (a) $3.05; or (b) $1.75.

to the January Next Note, the total cumulative number of shares issued to NextNRG 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 in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance
of this Note must be repaid in cash at NextNRG's request.

 On
February 7, 2024, the Company and NextNRG entered into a promissory note (the "First February 2024 Note") for the sum of
$165,000 (the "First February 2024 Loan") to be used for the Company's working capital needs. The First February 2024
Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate original principal amount of
the First February 2024 Loan. The unpaid principal balance of the First February 2024 Note has a fixed rate of interest of 8% per annum
for the first nine months, afterward, the First February 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

the First February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of
the First February 2024 Note, along with accrued interest, will be due on April 7, 2024. The maturity date will automatically be extended
for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend
the First February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

 If
the Company defaults on the First February 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 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 2024 Note into shares of the Company's common stock.
The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or
$1.75.

 On
February 20, 2024, the Company and NextNRG entered into a promissory note (the "Second February 2024 Note") for the sum of
$165,000 (the "Second February 2024 Loan") to be used for the Company's working capital needs. The Second February
2024 Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate original principal amount
of the Second February 2024 Loan. The unpaid principal balance of the Second February 2024 Note has a fixed rate of interest of 8% per
annum for the first nine months, afterward, the Second February 2024 Note will begin to accrue interest on the entire balance at 18%
per annum.

the Second February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of
the Second February 2024 Note, along with accrued interest, will be due on April 20, 2024. The maturity date will automatically be extended
for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend
the Second February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.

 If
the Company defaults on the Second February 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 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 2024 Note into shares of the Company's common stock.
The conversion price will be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75.
The conversion price will not exceed $3.85 per share.

 On February 29, 2024,
the Company and NextNRG entered into a promissory note (the "Third February 2024 Note") for the sum of $165,000 (the "Third
February 2024 Loan") to be used for the Company's working capital needs, which has an effective date of February 28, 2024.
The Third February 2024 Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate original
principal amount of the Third February 2024 Loan. The unpaid principal balance of the Third February 2024 Note has a fixed rate of interest
of 8% per annum for the first nine months, afterward, the Third February 2024 Note will begin to accrue interest on the entire balance
at 18% per annum.

 Unless the Third February
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third February
2024 Note, along with accrued interest, will be due on April 28, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third February
2024 Note, at which point the end of the then current 2 month period will be the maturity date.

on the Third February 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 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 2024 Note into shares of the Company's common stock. The conversion price
will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to

 On March 8, 2024, the
Company and NextNRG entered into a promissory note (the "First March 2024 Note") for the sum of $165,000 (the "First
March 2024 Loan") to be used for the Company's working capital needs. The First March 2024 Note has an original issue discount
("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the First March 2024 Loan. The unpaid
principal balance of the First March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
First March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the First March
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First March 2024
Note, along with accrued interest, will be due on May 8, 2024. The maturity date will automatically be extended for 2 month periods, unless
NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the First March 2024 Note,
at which point the end of the then current 2 month period shall be the maturity date.

 If the Company
defaults on the First March 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 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 2024 Note into shares of the Company's common stock. The conversion
price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to

 On March 15, 2024, the
Company and NextNRG entered into a promissory note (the "Second March 2024 Note") for the sum of $165,000 (the "Second
March 2024 Loan") to be used for the Company's working capital needs. The Second March 2024 Note has an original issue discount
("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the Second March 2024 Loan. The unpaid
principal balance of the Second March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
Second March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the Second March
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second March 2024
Note, along with accrued interest, will be due on May 15, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second March
2024 Note, at which point the end of the then current 2 month period will be the maturity date.

on the Second March 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 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 2024 Note into shares of the Company's common stock. The conversion price
will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to

 On March 26, 2024, the
Company and NextNRG entered into a promissory note (the "Third March 2024 Note") for the sum of $110,000 (the "Third
March 2024 Loan") to be used for the Company's working capital needs. The Third March 2024 Note has an original issue discount
("OID") equal to $10,000, which is 10% of the aggregate original principal amount of the Third March 2024 Loan. The unpaid
principal balance of the Third March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
Third March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the Third March
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third March 2024
Note, along with accrued interest, will be due on May 26, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third March 2024
Note, at which point the end of the then current 2 month period shall be the maturity date.

on the Third March 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 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 March 2024 Note into shares of the Company's common stock. The conversion price
will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $4.40 per share. The Company also agreed to issue 13,889 shares of common stock to

 On April 2, 2024, the
Company and NextNRG entered into a promissory note (the "First April 2024 Note") for the sum of $165,000 (the "First
April 2024 Loan") to be used for the Company's working capital needs. The First April 2024 Note has an original issue discount
("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the First April 2024 Loan. The unpaid
principal balance of the First April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
First April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the First April
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First April 2024
Note, along with accrued interest, will be due on June 2, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April
2024 Note, at which point the end of the then current 2 month period shall be the maturity date.

on the First April 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 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 April 2024 Note into shares of the Company's common stock. The conversion price
will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $5.00 per share. The Company also agreed to issue 20,800 shares of common stock to

 On April 8, 2024, the
Company and NextNRG entered into a promissory note (the "Second April 2024 Note") for the sum of $165,000 (the "Second
April 2024 Loan") to be used for the Company's working capital needs. The Second April 2024 Note has an original issue discount
("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the Second April 2024 Loan. The unpaid
principal balance of the Second April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
Second April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the Second April
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second April 2024
Note, along with accrued interest, will be due on June 8, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April
2024 Note, at which point the end of the then current 2 month period will be the maturity date.

on the Second April 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 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 April 2024 Note into shares of the Company's common stock. The conversion price
shall be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $7.00 per share. The Company also agreed to issue 20,800 shares of common stock to

 On April 22, 2024, the
Company and NextNRG entered into a promissory note (the "Third April 2024 Note") for the sum of $165,000 (the "Third
April 2024 Loan") to be used for the Company's working capital needs. The Third April 2024 Note has an original issue discount
("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the Third April 2024 Loan. The unpaid
principal balance of the Third April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the
Third April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the Third April
2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third April 2024
Note, along with accrued interest, will be due on June 22, 2024. The maturity date will automatically be extended for 2 month periods,
unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third April 2024
Note, at which point the end of the then current 2 month period will be the maturity date.

on the Third April 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 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 April 2024 Note into shares of the Company's common stock. The conversion price
will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding
the foregoing, the conversion price will not exceed $6.45 per share. The Company also agreed to issue 20,800 shares of common stock to

 On May 15, 2024, the
Company and NextNRG entered into a promissory note (the "May 15 Note") for the sum of $165,000 to be used for the Company's
working capital needs. The May 15 Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate
original principal amount of the loan. The unpaid principal balance of the May 15 Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the May 15 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the May 15 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 15 Note, along with
accrued interest, will be due on July 15, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends
10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 15 Note, at which point the end
of the then current 2 month period will be the maturity date.

on the May 15 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately
due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and
all other amounts under the May 15 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 $1.75. Notwithstanding the foregoing, the conversion
price will not exceed the closing price of the common stock on the date of the May 15 Note. The Company also agreed to issue 20,800 shares
of its common stock to NextNRG.

 On May 20, 2024, the
Company and NextNRG entered into a promissory note (the "May 20 Note") for the sum of $165,000 to be used for the Company's
working capital needs. The May 20 Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate
original principal amount of the loan. The unpaid principal balance of the May 20 Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the May 20 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the May 20 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 20 Note, along with
accrued interest, will be due on July 20, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends
10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 20 Note, at which point the end
of the then current 2 month period shall be the maturity date.

on the May 20 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately
due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and
all other amounts under the May 20 Note into shares of the Company's common stock. The conversion price will equal the greater of
the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion
price will not exceed the closing price of the common stock on the date of the May 20 Note. The Company also agreed to issue 20,800 shares
of its common stock to NextNRG.

 On May 22, 2024, the
Company and NextNRG executed a letter agreement under which NextNRG agreed that all outstanding Company notes held by NextNRG will not
automatically mature upon closing of this offering as previously contemplated.

 On May 28, 2024, the Company and NextNRG
entered into a promissory note (the "May 28 Note") for the sum of $110,000 to be used for the Company's working capital
needs. The May 28 Note has an original issue discount ("OID") equal to $10,000, which is 10% of the aggregate original principal
amount of the loan. The unpaid principal balance of the May 28 Note has a fixed rate of interest of 8% per annum for the first nine months,
afterward, the May 28 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the May 28 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with
accrued interest, will be due on July 20, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends
10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 28 Note, at which point the end
of the then current 2 month period shall be the maturity date.

on the May 28 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately
due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and
all other amounts under the May 28 Note into shares of the Company's common stock. The conversion price will equal the greater of
the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion
price will not exceed the closing price of the common stock on the date of the May 28 Note. The Company also agreed to issue 13,889 shares
of its common stock to NextNRG.

 On June 10, 2024, the
Company and NextNRG entered into a promissory note (the "June 10 Note") for the sum of $165,000 to be used for the Company's
working capital needs. The June 10 Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate
original principal amount of the loan. The unpaid principal balance of the June 10 Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the June 10 Note will begin to accrue interest on the entire balance at 18% per annum.

 Unless the June 10 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with
accrued interest, will be due on August 10, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG
sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the June 10 Note, at which point
the end of the then current 2 month period shall be the maturity date.

 If the Company defaults on the June 10 Note, (i)
the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the June 10 Note into shares of the Company's common stock. The conversion price will equal the greater of the average VWAP over
the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed
the closing price of the common stock on the date of the June 10 Note. The Company also agreed to issue 20,800 shares of its common stock
to NextNRG.

 On June 24, 2024, the Company and NextNRG Holding
Corp. (formerly Next Charging, LLC) ("NextNRG") entered into a promissory note (the "June 24 Note") for the sum
of $165,000 to be used for the Company's working capital needs. The Company also issued 20,800 shares of its common stock to NextNRG
as commitment fee shares for the June 24 Note.

 On July 5, 2024, the Company and NextNRG entered
into a promissory note (the "July 5 Note") for the sum of $165,000 to be used for the Company's working capital needs.
The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 5 Note.

 On July 10, 2024, the Company and NextNRG entered
into a promissory note (the "July 10 Note") for the sum of $165,000 to be used for the Company's working capital needs.
The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 10 Note.

 On July 22, 2024, the Company issued a promissory
note (the "July 22 Note") to NextNRG for the sum of $165,000 to be used for the Company's working capital needs. The
Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 22 Note.

 On August 6, 2024, the Company and NextNRG entered
into a promissory note (the "August 6 Note") for the sum of $165,000 to be used for the Company's working capital needs.
The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 6 Note.

 On August 14, 2024, the Company and NextNRG entered
into a promissory note (the "August 14 Note") for the sum of $165,000 to be used for the Company's working capital needs.
The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 14 Note.

 Michael Farkas is the
chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding shares of common
stock.

 Exchange Agreement with Related Party

 On August 16, 2024, the Company entered into an
Exchange Agreement (the "Next Exchange Agreement") by and between the Company and NextNRG. Pursuant to the terms and conditions
of the Next Exchange Agreement, the promissory notes of the Company listed in the table below which were then issued to NextNRG (as set
forth in the Next Exchange Agreement) were exchanged and converted into an aggregate of 3,525,341 shares of common stock of the Company.

 Issue Date

 Current Outstanding Principal Amount

 Total Amount After Default

 July 5, 2023

 $

 $
 742,747

 August 2, 2023

 $

 $
 733,814

 August 23, 2023

 $

 $
 181,741

 August 30, 2023

 $

 $
 271,761

 September 6, 2023

 $

 $
 361,211

 September 13, 2023

 $

 $
 180,031

 November 3, 2023

 $

 $
 265,082

 November 21, 2023

 $

 $
 352,144

 December 4, 2023

 $

 $
 349,802

 December 13, 2023

 $

 $
 261,862

 December 18, 2023

 $

 $
 174,389

 December 20, 2023

 $
 55,000

 $
 87,165

 December 27, 2023

 $

 $
 261,103

 January 5, 2024

 $

 $
 173,062

 January 16, 2024

 $

 $
 259,000

 January 25, 2024

 $

 $
 258,512

 February 7, 2024

 $

 $
 257,807

 February 20, 2024

 $

 $
 257,101

 February 28, 2024

 $

 $
 256,667

 March 8, 2024

 $

 $
 256,180

 March 15, 2024

 $

 $
 255,800

 March 26, 2024

 $

 $
 170,134

 April 2, 2024

 $

 $
 254,824

 April 8, 2024

 $

 $
 254,498

 April 22, 2024

 $

 $
 253,738

 May 8, 2024

 $

 $
 252,817

 May 15, 2024

 $

 $
 252,491

 May 20, 2024

 $

 $
 252,220

 May 28, 2024

 $

 $
 167,855

 June 10, 2024

 $

 $
 251,080

 June 28, 2024

 $

 $
 250,321

 July 5, 2024

 $

 $
 249,750

 July 10, 2024

 $

 $
 249,479

 July 22, 2024

 $

 $
 248,585

 August 6, 2024

 $

 $
 248,178

 August 14, 2024

 $

 $
 247,500

 $
 6,215,000

 $
 9,800,449

 Michael Farkas is the chief executive officer
of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding shares of common stock.

 Stock Purchase Agreement with Related
Party

 On August 16, 2024, the Company entered into a
Stock Purchase Agreement (the "SPA") by and between the Company and NextNRG Holding Corp., a Nevada corporation ("Next").
Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), the Company agreed to issue and sell to Next,
and Next agreed to purchase from the Company, 140,000 shares of Series B Convertible Preferred Stock of the Company ("Series B Preferred
Stock") for a purchase price of $10.00 per Share, and a resulting total purchase price of $1,400,000.

 Michael Farkas is the chief executive officer
of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding shares of common stock.

 Entry into Material Definitive Agreement, as
amended, with Related Party

 On August 10, 2023, the
Company, the shareholders (the "Next NRG Shareholders") of NextNRG Holding Corp. (formerly Next Charging LLC ("NextNRG"))
and Michael Farkas, as the representative of the NextNRG Shareholders, entered into an exchange agreement, on November 2, 2023, the Company,
the NextNRG Shareholders, NextNRG, and Mr. Farkas entered into an amended and restated exchange agreement, and on June 11, 2024, the Company,
the NextNRG Shareholders, NextNRG and Mr. Farkas entered into a second amended and restated exchange agreement (as amended and restated,
the "Exchange Agreement"), pursuant to which the Company agreed to acquire from the NextNRG Shareholders 100% of the shares
of NextNRG (the "NextNRG Shares") in exchange for the issuance (the "Share Exchange") by the Company to the NextNRG
Shareholders of an aggregate of 40,000,000 shares of common stock of the Company. The Exchange Agreement provides that in the event NextNRG
completes the acquisition of STAT-EI, Inc. ("SEI" or "STAT"), prior to the closing, then 28,000,000 shares will
vest on the closing date, and the remaining 12,000,000 shares will be subject to vesting or forfeiture and in the event NextNRG did not
complete such acquisition prior to the closing, then 14,000,000 shares would vest on the closing date, and the remaining 26,000,000 shares
would be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the "Restricted Shares").

 NextNRG completed the acquisition of SEI on January
19, 2024.

 As an additional condition
to be satisfied prior to the closing, NextNRG is also required to take actions to record the assignment to itself of a patent mentioned
in the Exchange Agreement.

 On July 22, 2024, the Company and the Shareholders'
Representative entered into the first amendment to the Second Amended and Restated Exchange Agreement ("First Amendment Agreement")
to add a new section 2.10 to the Second Amended and Restated Exchange Agreement. The new section 2.10 provides that, in the event that
the Company at any time prior to the Closing undertakes any forward split of the common stock, or any reverse split of the common stock,
any references to numbers of shares of common stock as set forth in the Second Amended and Restated Exchange Agreement shall be deemed
automatically updated and amended at such time to equitably account therefor. Further, in the event the Company undertakes any forward
split of the common stock or any reverse split of the common stock following the Closing, any references to any of numbers of Exchange
Shares as set forth in the Second Amended and Restated Exchange Agreement shall be deemed similarly automatically adjusted to the extent
still applicable, including, without limitation to the numbers of Exchange Shares vesting or being forfeited pursuant to the terms and
conditions of the Second Amended and Restated Exchange Agreement.

 On September 25, 2024, the Company and the Shareholders'
Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement ("Second Amendment Agreement")
to change the number of the Company's common stock shares to be issued to the NextNRG Shareholders by the Company in exchange for
100% of the shares of NextNRG to 100,000,000 shares of the Company's common stock.

 The Second Amendment Agreement also provides that
in the event NextNRG completes the acquisition of STAT-EI, Inc. ("SEI" or "STAT"), prior to the closing, then
50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares
subject to vesting or forfeiture, the "Restricted Shares"). As noted above, NextNRG completed the acquisition of SEI on January
19, 2024, and thus 50,000,000 will vest on the closing date, and 50,000,000 Restricted Shares will be subject to vesting or forfeiture.
25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially deploying the third solar, wireless
electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Exchange Agreement)
and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100
million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater
than $25 million.

 The Second Amendment Agreement also provides that
prior to the Closing, NextNRG may issue additional shares of NextNRG Stock to one or more additional persons and, in such event, such
persons will execute a joinder to the Exchange Agreement and will become a party thereto. In addition, prior to the Closing, subject to
the approval of the Shareholders' Representative, certain shareholders of NextNRG may transfer their shares of NextNRG Stock to
persons who are currently shareholders of NextNRG or who would become new shareholders of NextNRG.

 The Second Amendment Agreement also provides that
the Company will undertake such actions as needed to obtain the approval of the stockholders of the Company for the adoption and approval
of the Exchange Agreement, as amended, and the transactions contemplated thereby including the issuance of the Company's common
stock thereunder.

 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.
At closing, the Company has also agreed to appoint Joel Kleiner, the Chief Financial Officer of NextNRG, as the Chief Financial 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 50,000,000 shares to 500,000,000 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 Second Amendment Agreement in September 2024 pursuant to Nasdaq Rule 5635, the effectiveness of such written consent was
dependent upon the dissemination of a definitive Information Statement on Schedule 14C, which the Company completed in November 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.

 Recent Promissory
Notes with Related Party

 Promissory Note dated
December 2, 2024

 On December 2, 2024,
the Company and NextNRG entered into a promissory note (the "December 2 Note") for the sum of $715,000 to be used for the
Company's working capital needs. The December 2 Note has an original issue discount ("OID") equal to $65,000. The unpaid
principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note is otherwise accelerated,
or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along with accrued interest, will
be due and payable in full on December 2, 2025. If the Company defaults on the December 2 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 2 Note into fully
paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP over
the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of
the December 2 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to NextNRG under the
December 2 Note, 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 Company is unable to obtain shareholder
approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 2 Note
must be repaid in cash at the request of NextNRG. The December 2 Note contains a protection for NextNRG in the event the Company effectuates
a split of its common stock. In the event of a stock split, if the December 2 Note is issued and outstanding and has not been converted,
then the number of shares and the price for any conversion under the December 2 Note will be adjusted by the same ratios or multipliers
of, any such subdivision, split, reverse split.

 Promissory Note dated
December 3, 2024

 On December 3, 2024,
the Company and NextNRG entered into a promissory note (the "December 3 Note") for the sum of $275,000 to be used for the
Company's working capital needs. The December 3 Note has an original issue discount ("OID") equal to $25,000. The unpaid
principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note is otherwise accelerated,
or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along with accrued interest, will
be due and payable in full on December 3, 2025. If the Company defaults on the December 3 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 3 Note into fully
paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP over
the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of
the December 3 Note. The Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note,
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 Company is unable to obtain shareholder approval to
issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 3 Note must be
repaid in cash at the request of Next. The December 3 Note contains a protection for Next in the event the Company effectuates a split
of its common stock. In the event of a stock split, if the December 3 Note is issued and outstanding and has not been converted, then
the number of shares and the price for any conversion under the December 3 Note will be adjusted by the same ratios or multipliers of,
any such subdivision, split, reverse split.

 Promissory Note dated
December 17, 2024

 On December 17, 2024,
the Company and NextNRG entered into a promissory note (the "December 17 Note") for the sum of $580,000 to be used for the
Company's working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest of 8% per annum.
Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of
the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. As part of the promissory note,
the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase of equipment.
If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of the Company's
common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion
date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing, the conversion price shall not exceed the closing price
of the Company's Common Stock on the Nasdaq Capital Market on the date of the December 17 Note. The Company and NextNRG have agreed
that the total cumulative number of common stock issued to Next under this Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99%
Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request of Next. The December 17 Note
contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if
the December 17 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion
under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

 Promissory Note, dated as of December 30, 2024

 On December 30, 2024,
the Company and NextNRG entered into a promissory note (the "December 30 Note") for the sum of $330,000 to be used for the
Company's working capital needs, including without limitation the purchase of equipment. The unpaid principal balance of the December
30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated, or extended in accordance
with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full
on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts
payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares
of the Company's common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period
prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing, the conversion price shall not
exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of the December 30 Note. The Company
and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, 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 Company is unable to obtain shareholder approval to issue common
stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in
cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of
its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the
number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of, any
such subdivision, split, reverse split.

 Michael Farkas is the
chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company's outstanding shares of common
stock.

 Shareholder Approval

 The holders of a majority
of the Company's voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025, pursuant to Section
228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the following corporate actions
(the "Authorizations"):

 (i)

 the possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note, dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15, 2025, this note was repaid in February 2025;

 (ii)

 the possible issuance of
 $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December 26, 2024, by and between
 the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as of January 15, 2025, in
 the event that such promissory note is not repaid on or before February 23, 2025. The note was extended to March 23, 2025, and in
 exchange for the extension of the maturity date, the Company paid a fee of $200,000; and

 (iii)

 the possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

 Such consents were obtained in compliance with
Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that the Company may not issue shares of its common
stock (or securities convertible into or exercisable for common stock) in other than public offerings or in connection an acquisition
without stockholder approval if the aggregate number of shares of common stock issued would be equal to or greater than 20% of the Company's
issued and outstanding shares of common stock as of the date of issuance. The Company has filed with the Commission a definitive information
statement under cover of Schedule 14C in respect of the Authorizations and expects to disseminate such information statement as soon as
reasonably practicable.

 Director Independence

 Jack Leibler, Bennet Kurtz, and Sean Oppen are
each "independent" within the meaning of Nasdaq Rule 5605(b)(1).

 Item 14. Principal
Accountant 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, 2024 were approximately $106,175. 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, 2023 was approximately
$83,096.

 Tax Fees

 Fees paid to M&K CPAs, PLLC associated with
tax compliance services were $0 in 2024 and $0 in 2023.

 Fees paid to M&K CPAs, PLLC associated with
tax consultation services were $0 in 2024 and $0 in 2023.

 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-1 filings, consents
and comfort letters approximating $37,000 for the year ended December 31, 2024.

 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 years
ended December 31, 2024 and December 31, 2023, 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.

 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

 Number

 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.

 3.4

 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 June 18, 2024.

 3.5

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 on Form 8-K filed July 25, 2024).

 3.6

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed February 18, 2025).

 3.7

 Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.4 on Form 8-K filed August 20, 2024).

 3.8

 Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024 with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.5 on Form 8-K filed August 20, 2024).

 3.9

 Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.6 on Form 8-K filed August 20, 2024).

 3.10

 Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 10.7 on Form 8-K filed August 20, 2024).

 3.11

 Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as of February 13, 2025 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 18, 2025).

 4.1

 Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 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.

 4.2

 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).

 4.3

 Form of Representative's Warrants (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 18, 2025).

 10.1

 Asset Purchase Agreement between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 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.

 10.2

 Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 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.

 10.3

 Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 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.

 10.4

 Promissory Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 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.

 10.5

 Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 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.

 10.6

 Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 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.

 10.7

 Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 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.

 10.8

 Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 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.

 10.9

 Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 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.

 10.10

 Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

 10.11

 Employment Agreement between EzFill Holdings, Inc. and Richard Dery. Incorporated by reference to Exhibit 10.7 to 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.

 10.12

 Stock Incentive Plan incorporated by reference to Exhibit 10.6 to 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.

 10.13

 Technology License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc. incorporated by reference to Exhibit 10.10 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.

 10.14

 Securities-Based Line of Credit, Promissory Note, Security Pledge and Guaranty Agreement incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

 10.15

 Separation Agreement and Release incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.

 10.16

 Non Independent Board Member Letter Agreement incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.

 10.17

 Asset Purchase and Fuel Supply Agreement dated March 2, 2022 incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

 10.18

 EZFill Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to 8-K filed June 7, 2022)

 10.19

 Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc. (incorporated by reference to 8-K filed January 25, 2023)

 10.20

 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)

 10.21

 Form of Non-Qualified Stock Option Agreement (incorporated by reference to 8-K filed January 27, 2023)

 10.22

 Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc. (incorporated by reference to 8-K filed February 16, 2023)

 10.23

 Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 10, 2023)

 10.24

 Promissory 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)

 10.25

 Securities 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)

 10.26

 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)

 10.27

 Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023)

 10.28

 Services Agreement between Telx Computers Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023)

 10.29

 Employment Agreement between Yehuda Levy and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023)

 10.30

 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)

 10.31

 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)

 10.32

 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)

 10.33

 Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc. dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023)

 10.34

 Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed July 11, 2023)

 10.35

 Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed August 3, 2023)

 10.36

 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)

 10.37

 Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 23, 2023 (incorporated by reference to 8-K filed August 24, 2023)

 10.38

 Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 30, 2023 (incorporated by reference to 8-K filed September 6, 2023)

 10.39

 Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 6, 2023 (incorporated by reference to 8-K filed September 7, 2023)

 10.40

 Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 13, 2023 (incorporated by reference to 8-K filed September 15, 2023)

 10.41

 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)

 10.42

 Securities 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)

 10.43

 Promissory Note dated November 3, 2023 between EzFill Holdings, Inc. and NextNRG LLC (incorporated by reference to 8-K filed November 3, 2023)

 10.44

 Securities 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)

 10.45

 Promissory Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023)

 10.46

 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)

 10.47

 Amended and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of NextNRG and Michael Farkas, an individual, as the representative of the members of NextNRG (incorporated by reference to 8-K filed November 8, 2023)

 10.48

 2023 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023)

 10.49

 Promissory Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023)

 10.50

 Promissory Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023)

 10.51

 Promissory Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023)

 10.52

 Promissory Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023)

 10.53

 Promissory Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023)

 10.54

 Promissory Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024)

 10.55

 Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024)

 10.56

 Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024)

 10.57

 Promissory Note dated January 16, 2024 between EzFill Holdings, Inc. and NextNRG. (incorporated by reference to 8-K filed January 17, 2024)

 10.58

 Global Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed January 17, 2024)

 10.59

 Promissory Note, dated January 25, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 31, 2024)

 10.60

 Promissory Note, dated February 7, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 12, 2024)

 10.61

 Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024)

 10.62

 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)

 10.63

 Promissory Note, dated February 20, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024)

 10.64

 Promissory Note, dated February 28, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 6, 2024)

 10.65

 Promissory Note, dated March 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 14, 2024)

 10.66

 Promissory Note, dated March 15, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 18, 2024)

 10.67

 Promissory Note, dated March 26, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 28, 2024)

 10.68

 Promissory Note, dated April 2, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 9, 2024

 10.69

 Promissory Note, dated April 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 10, 2024)

 10.70

 Promissory Note, dated April 22, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 26, 2024)

 10.71

 Global Amendment dated May 9, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 15, 2024)

 10.72

 Promissory Note dated May 15, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024)

 10.73

 Promissory Note dated May 20, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024)

 10.74

 Letter agreement between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to 8-K filed May 29, 2024)

 10.75

 Promissory Note dated May 28, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 3, 2024)

 10.76

 Promissory Note dated June 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 14, 2024)

 10.77

 Second Amended and Restated Exchange Agreement (incorporated by reference to 8-K filed June 14, 2024)

 10.78

 Promissory Note dated June 24, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed June 28, 2024).

 10.79

 Promissory Note dated July 5, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 10, 2024).

 10.80

 Promissory Note dated July 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 15, 2024).

 10.81

 First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 25, 2024).

 10.82

 Promissory Note dated July 22, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed July 25, 2024).

 10.83

 Promissory Note dated August 6, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 12, 2024).

 10.84

 Promissory Note dated August 14, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 15, 2024).

 10.85

 Stock Purchase Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 20, 2024).

 10.86

 Exchange Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.2 on Form 8-K filed August 20, 2024).

 10.87

 Exchange Agreement, by and between the Company and AJB, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.3 on Form 8-K filed August 20, 2024).

 10.88

 Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended July 10, 2024, by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed September 27, 2024).

 10.89

 Asset Purchase Agreement, dated November 18, 2024, by and between EzFill Holdings, Inc. and Yoshi, Inc. (previously filed)

 10.90

 Promissory Note dated December 2, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 5, 2024).

 10.91

 Promissory Note dated December 3, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed December 5, 2024).

 10.92

 Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell Tap Up and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

 10.93

 Promissory Note dated December 17, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024).

 10.94

 Mobile Fueling Vendor Agreement, dated as of December 14, 2024, by and between Amazon Logistics, Inc. and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 19, 2024).

 10.95

 Promissory Note dated December 26, 2024 between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 2, 2025).

 10.96

 Promissory Note dated December 30, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed on January 2, 2025).

 10.97

 Purchase and Sale Agreement, License for Entry, and Bill of Sale, dated December 27, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell Tap Up and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2025).

 10.98

 Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Alcourt LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2025).

 10.99

 Amendment to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 21, 2025).

 19.1*

 Insider Trading Policy

 97.1

 Clawback Policy (incorporated by reference to 10-K filed April 1, 2024).

 21*

 List of Subsidiaries.

 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*

 104*

 * Filed herewith

 ** Furnished herewith

 Item
16. Form 10-K Summary.

 None.

 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 27 th
day of March, 2025.

 NEXTNRG, INC.

 By:

 /s/ Michael D. Farkas

 Michael D. Farkas

 Chief Executive Officer

 (Principal Executive Officer)

 In accordance with the Exchange Act, this Report
has been signed below by the following persons on March 27, 2025 on behalf of the registrant and in the capacities indicated.

 By:

 /s/ Michael D. Farkas

 Michael D. Farkas

 Chief Executive Officer and Director

 (Principal Executive Officer)

 By:

 /s/ Joel Kleiner

 Joel Kleiner

 Chief Financial Officer

 (Principal
 Financial Officer and Principal Accounting Officer)

 By:

 /s/ Bennett Kurtz

 By:

 /s/ Jack Leibler

 By:

 /s/ Sean Oppen

 By:

 /s/ Daniel Arbour

 Daniel Arbour