UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, ~~2022~~2023

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

For the transition period from to

Commission File Number: 001-40809

EZFILL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		83-4260623
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

~~2999 NE 191~~^st67 NW 183rd Street~~Aventura~~Miami, FL		~~33180~~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 each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		EZFL		NASDAQ Capital Market

Indicate 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 past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filer	☒
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. ☐

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

As of ~~October 31, 2022,~~November 14, 2023, the registrant had ~~26,490,424~~4,270,690 shares of common stock, par value $0.0001 per share, outstanding.

EZFILL HOLDINGS, INC.

TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3F-1
	Condensed Consolidated Balance Sheets	3F-2
	Condensed Consolidated Statements of Operations	4F-3
	Condensed Consolidated Statements of Stockholders’ Equity ~~(Deficit)~~	5F-4 - F-5
	Condensed Consolidated Statements of Cash Flows	6F-6
	Notes to Condensed Consolidated Financial Statements	7F-7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	173
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	206
ITEM 4.	CONTROLS AND PROCEDURES	216
PART II	OTHER INFORMATION	21
ITEM 1.	LEGAL PROCEEDINGS	217
ITEM 1A.	RISK FACTORS	217
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	217
ITEM 6.	EXHIBITS	228
SIGNATURES		249

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

EzFill Holdings, Inc.

	Page(s)

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Changes in Stockholders’ Equity	F-4 - F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7 - F-50

F-1

EzFill Holdings, Inc. and Subsidiary

~~Condensed~~ Consolidated Balance Sheets

~~(Unaudited)~~

	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)

Assets

Current Assets
Cash	$	405,230		$	2,066,793
Investment in debt securities		-			2,120,082
Accounts receivable - net		1,326,133			766,692
Inventory		183,271			151,248
Prepaids and other		357,929			329,351
Total Current Assets		2,272,563			5,434,166

Property and equipment - net		3,715,860			4,589,159

Operating lease - right-of-use asset		354,601			521,782

Deposits		53,017			52,737

Total Assets	$	6,396,041		$	10,597,844

Liabilities and Stockholders’ Equity

Current Liabilities
Accounts payable and accrued expenses	$	1,141,624		$	1,256,479
Accounts payable and accrued expenses - related parties		31,815			-
Accounts payable and accrued expenses	$	1,141,624		$	1,256,479
Line of credit		-			1,000,000
Notes payable - net		818,629			811,516
Notes payable - related parties - net		3,145,997			-
Notes payable - net		818,629			811,516
Operating lease liability		238,042			230,014
Total Current Liabilities		5,376,107			3,298,009

Long Term Liabilities
Notes payable - net		742,053			1,198,380
Operating lease liability		140,375			316,008
Total Long Term Liabilities		882,428			1,514,388

Total Liabilities		6,258,535			4,812,397

Commitments and Contingencies		-
					-
Stockholders’ Equity
Preferred stock - $0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively		-			-
Common stock - $0.0001 par value, 50,000,000 shares authorized 3,962,461 shares issued and 3,812,461 shares outstanding at September 30, 2023 and 3,335,674 shares issued and outstanding at December 31, 2022		396			334
Additional paid-in capital		42,026,591			40,674,864
Accumulated deficit		(41,889,481	)		(34,845,161	)
Accumulated other comprehensive loss		-			(44,590	)
Total Stockholders’ Equity		137,506			5,785,447

Total Liabilities and Stockholders’ Equity	$	6,396,041		$	10,597,844

September 30, 2022 December 31, 2021
September 30, 2022 December 31, 2021

Assets
Current Assets:
Cash and cash equivalents $ 4,577,597 $ 13,561,266
Investment in debt securities 2,429,976 3,362,880
Accounts receivable, net of allowance for doubtful accounts of $0 and $5,665, respectively 658,375 100,194
Prepaid expenses and other 254,557 186,349
Inventory 137,548 46,343
Total Current Assets 8,058,053 17,257,032

Fixed assets, net of accumulated depreciation of $ 868,890 and $284,216, respectively 5,096,808 2,286,320
Goodwill and other indefinite lived intangibles 166,838 129,983
Other intangible assets, net of accumulated amortization of $ 1,897,813 and $1,205,379, respectively 2,696,288 3,207,327
Operating lease right of use asset 576,120 -
Other assets 54,195 43,456
Total Assets $ 16,648,302 $ 22,924,118

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:
Accounts payable and accrued liabilities $ 1,051,946 $ 579,365
Borrowings under revolving line of credit 1,000,000 -
Loans payable 797,407 178,871
Operating lease liabilities 225,817 -
Total Current Liabilities 3,075,170 758,236

Loans payable, net of current portion 1,410,813 297,436
Operating lease liabilities, net of current portion 378,418 -
Total Liabilities 4,864,401 1,055,672

Commitments and Contingencies - -

Stockholders’ Equity
Preferred stock, $.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding - -
Common stock, $.0001 par value; 500,000,000 shares authorized; 26,490,424 and 26,243,474 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively 2,649 2,624
Additional paid in capital 40,405,738 39,210,291
Accumulated deficit (28,554,985 ) (17,339,396 )
Accumulated other comprehensive loss (69,501 ) (5,073 )
Total Stockholders’ Equity 11,783,901 21,868,446
Total Liabilities and Stockholders’ Equity $ 16,648,302 $ 22,924,118

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

3F-2

EzFill Holdings, Inc. and Subsidiary

~~Condensed~~ Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

2022 2021 2022 2021

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022 2021 2022 2021
REVENUES
Revenues $ 4,091,403 $ 1,863,599 $ 10,185,902 $ 5,236,016
TOTAL REVENUES 4,091,403 1,863,599 10,185,902 5,236,016

COSTS & EXPENSES
Cost of sales 4,208,155 1,825,739 10,288,176 5,057,628
Operating expenses 3,476,261 1,794,575 9,830,523 4,705,108
Depreciation and amortization 480,632 237,788 1,277,108 589,662
TOTAL COSTS AND EXPENSES 8,165,048 3,858,102 21,395,807 10,352,398

OPERATING LOSS (4,073,645 ) (1,994,503 ) (11,209,905 ) (5,116,382 )

OTHER INCOME AND EXPENSES
Interest income 26,957 - 58,982 -
Other income - 154,673 - 154,673
Interest expense (29,721 ) (533,773 ) (64,666 ) (767,984 )

LOSS BEFORE INCOME TAXES (4,076,409 ) (2,373,603 ) (11,215,589 ) (5,729,693 )

PROVISION FOR INCOME TAXES - - - -

NET LOSS $ (4,076,409 ) $ (2,373,603 ) $ (11,215,589 ) $ (5,729,693 )
NET LOSS PER SHARE
Basic and diluted $ (0.15 ) $ (0.13 ) $ (0.43 ) $ (0.33 )
Basic and diluted weighted average number of common shares outstanding 26,481,080 18,555,343 26,367,621 17,586,747
Comprehensive Loss:
Net loss $ (4,076,409 ) $ (2,373,603 ) $ (11,215,589 ) $ (5,729,693 )
Other comprehensive loss:
Change in fair value of debt securities 66 - (69,501 ) -
Total comprehensive loss $ (4,076,343 ) $ (2,373,603 ) $ (11,285,090 ) $ (5,729,693 )


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022

Sales - net	$	6,163,682		$	4,091,403		$	17,525,677		$	10,185,902

Costs and Expenses
Cost of sales		5,813,957			4,208,155			16,529,030			10,288,176
General and administrative expenses		1,684,340			3,476,261			6,250,013			9,830,523
Depreciation and amortization		278,442			480,632			829,137			1,277,108
Total Costs and Expenses		7,776,739			8,165,048			23,608,180			21,395,807

Loss from operations		(1,613,057	)		(4,073,645	)		(6,082,503	)		(11,209,905	)

Other income (expense)
Interest income		9,096			26,957			31,717			58,982
Interest expense		(622,777	)		(29,721	)		(966,374	)		(64,666	)
Loss on sale of marketable debt securities		-			-			(27,160	)		-
Total other income (expense) - net		(613,681	)		(2,764	)		(961,817	)		(5,684	)

Net loss	$	(2,226,738	)	$	(4,076,409	)	$	(7,044,320	)	$	(11,215,589	)

Loss per share - basic and diluted	$	(0.58	)	$	(1.23	)	$	(2.02	)	$	(3.40	)

Weighted average number of shares - basic and diluted		3,816,332			3,310,135			3,493,760			3,295,953

Comprehensive loss:
Net loss	$	(2,226,738	)	$	(4,076,409	)	$	(7,044,320	)	$	(11,215,589	)
Change in fair value of debt securities		-			66			-			(69,501	)
Total comprehensive loss:	$	(2,226,738	)	$	(4,076,343	)	$	(7,044,320	)	$	(11,285,090	)

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

4F-3

EzFill Holdings, Inc. and Subsidiary

~~Condensed~~ Consolidated Statements of ~~Stockholders’~~Changes in Stockholders' Equity ~~(Deficit)~~

For the Three and Nine Months Ended September 30, 2023

(Unaudited)

Shares Amount Shares Amount Capital Deficit Loss (Deficit)
Accumulated Total
Preferred stock Common stock Additional Paid-in Accumulated Other Comprehensive Stockholder’s Equity
Shares Amount Shares Amount Capital Deficit Loss (Deficit)

Balance December 31, 2021 — $ — 26,243,474 $ 2,624 $ 39,210,291 $ (17,339,396 ) (5,073 ) 21,868,446

Stock based compensation — — 28,334 3 470,682 — — 470,685

Consideration for acquisition — — 40,323 4 49,996 — — 50,000

Other comprehensive loss — — — — — — (47,286 ) (47,286 )

Net loss — — — — — (3,266,510 ) — (3,266,510 )

Balance March 31, 2022 — $ — 26,312,131 $ 2,631 $ 39,730,969 $ (20,605,906 ) (52,359 ) $ 19,075,335

Stock based compensation — — 167,664 16 402,045 — — 402,061

Other comprehensive loss — — — — — — (17,208 ) (17,208 )

Net loss — — — — — (3,872,670 ) — (3,872,670 )

Balance June 30, 2022 — $ — 26,479,795 $ 2,647 $ 40,133,014 $ (24,478,576 ) $ (69,567 ) $ 15,587,518

Stock based compensation - - 10,629 2 272,724 - - 272,726

Other comprehensive loss - - - - - - 66 66

Net loss - - - - - (4,076,409 ) - (4,076,409 )
Balance September 30, 2022 - $ - 26,490,424 $ 2,649 $ 40,405,738 $ (28,554,985 ) $ (69,501 ) $ 11,783,901


									Additional						Accumulated Other			Total
	Preferred Stock				Common Stock				Paid-in			Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Equity

December 31, 2022		-	$	-		3,335,674	$	334	$	40,674,864		$	(34,845,161	)	$	(44,590	)	$	5,785,447

Stock based compensation - related parties		-		-		6,510		-		116,250			-			-			116,250

Stock based compensation - other		-		-		-		-		75,811			-			-			75,811

Stock sold for cash (ATM) - net of offering costs		-		-		8,393		1		25,307			-			-			25,308

Cash paid for direct offering costs										(25,308	)								(25,308	)

Unrealized gain on debt securities		-		-		-		-		-			-			31,062			31,062

Net loss		-		-		-		-		-			(2,348,771	)		-			(2,348,771	)

March 31, 2023		-		-		3,350,577		335		40,866,924			(37,193,932	)		(13,528	)		3,659,799

Stock based compensation - related parties		-		-		185,113		18		334,160			-			-			334,178

Stock based compensation - other		-		-		-		-		4,671			-			-			4,671

Stock issued as debt issue costs - related party		-		-		100,000		10		255,990			-			-			256,000

Stock issued as debt issue costs (contingent shares) - related party		-		-		150,000		15		(15	)		-			-			-

Unrealized gain on debt securities		-		-		-							-			13,528			13,528

Net loss		-		-		-		-		-			(2,468,811	)		-			(2,468,811	)

June 30, 2023		-		-		3,785,690		378		41,461,730			(39,662,743	)		-			1,799,365

Stock based compensation - related parties		-		-		-		-		38,269			-			-			38,269

Stock based compensation - other		-		-		1,771		-		360			-			-			360

Stock issued as debt issue costs - related party		-		-		150,000		15		406,485			-			-			406,500

Stock issued for services		-		-		25,000		3		119,747			-			-			119,750

Net loss		-		-		-		-		-			(2,226,738	)		-			(2,226,738	)

September 30, 2023		-	$	-		3,962,461	$	396	$	42,026,591		$	(41,889,481	)	$	-		$	137,506

Preferred stock Common stock Additional
Paid-in Accumulated Accumulated Other Comprehensive Total Stockholder’s Equity
Shares Amount Shares Amount Capital Deficit Loss (Deficit)

Balance December 31, 2020 — $ — 17,199,912 $ 1,720 $ 6,472,536 $ (7,956,000 ) $ — $ (1,481,744 )

Stock based compensation — — 97,854 9 368,240 — — 368,249

Options granted — — — — 49,213 — — 49,213

Debt discount — — 7,972 1 29,999 — — 30,000

Issuance of acquisition shares — — 159,437 16 599,984 — — 600,000

Net loss — — — — — (1,349,487 ) — (1,349,487 )

Balance March 31, 2021 — $ — 17,465,175 $ 1,746 $ 7,519,972 $ (9,305,488 ) $ — $ (1,783,770 )

Stock based compensation — — 95,197 10 396,281 — — 396,291

Options granted — — — — 12,760 — — 12,760

Sale of shares — — 30,559 3 114,997 — — 115,000

Issuance of shares for technology — — 597,889 60 2,249,940 — — 2,250,000

Issuance of bonus shares — — 99,648 10 374,990 — — 375,000

Net loss — — — — — (2,006,602 ) — (2,006,602 )

Balance June 30, 2021 — $ — 18,288,468 $ 1,829 $ 10,668,940 $ (11,312,090 ) $ — $ (641,321 )

Initial public offering, net of expenses - 7,187,500 719 25,248,855 — — 25,249,574

Stock based compensation — — 193,919 19 372,251 — — 372,270

Options granted — — — — 12,760 — — 12,760

Issuance of acquisition shares — — 93,750 9 374,991 — — 375,000

Issuance of bonus and settlement shares — — 150,000 15 899,985 — — 900,000

Warrants and shares to lender — — 13,286 1 248,010 — — 248,011

Net loss — — — — — (2,373,603 ) — (2,373,603 )
Balance September 30, 2021 — $ — 25,926,923 $ 2,592 37,825,792 (13,685,693 ) — $ 24,142,691

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

5F-4

EzFill Holdings, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders' Equity

For the Three and Nine Months Ended September 30, 2022

(Unaudited)

									Additional					Accumulated Other			Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Loss			Equity

December 31, 2021		-	$	-		3,280,434	$	328	$	39,212,587	$	(17,339,396	)	$	(5,073	)	$	21,868,446

Stock based compensation - related party		-		-		2,790		-		429,331		-			-			429,331

Stock based compensation - other		-		-		752		-		41,354		-			-			41,354

Stock sold for cash (ATM) - net		-		-		-		-		-		-			-			-

Consideration for acquisition		-		-		5,040		1		49,999		-			-			50,000

Unrealized loss on debt securities		-		-		-		-		-		-			(47,286	)		(47,286	)

Net loss		-		-		-		-		-		(3,266,510	)		-			(3,266,510	)

March 31, 2022		-		-		3,289,016		329		39,733,271		(20,605,906	)		(52,359	)		19,075,335

Notes payable - net		-		-		20,958		2		402,059		-			-			402,061

Unrealized loss on debt securities		-		-		-		-		-		-			(17,208	)		(17,208	)

Net loss		-		-		-		-		-		(3,872,670	)		-			(3,872,670	)

June 30, 2022		-		-		3,309,974		331		40,135,330		(24,478,576	)		(69,567	)		15,587,518
Balance, value		-		-		3,309,974		331		40,135,330		(24,478,576	)		(69,567	)		15,587,518

Stock based compensation - other		-		-		10,629		2		272,724		-			-			272,726

Unrealized loss on debt securities															66			66

Net loss		-		-		-		-		-		(4,076,409	)		-			(4,076,409	)

September 30, 2022		-	$	-		3,320,603	$	333	$	40,408,054	$	(28,554,985	)	$	(69,501	)	$	11,783,901
Balance, value		-	$	-		3,320,603	$	333	$	40,408,054	$	(28,554,985	)	$	(69,501	)	$	11,783,901

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

F-5

EzFill ~~Holding,~~Holdings, Inc. and Subsidiary

~~Condensed~~ Consolidated Statements of Cash Flows

(Unaudited)

2022 2021

Nine Months Ended
September 30,

2022 2021
Cash flows from operating activities:
Net loss $ (11,215,589 ) $ (5,729,693 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation 1,145,472 1,211,543
Warrant and shares to lender - 248,011
Depreciation and amortization 1,277,108 589,663
Amortization of bond premium and realized loss on investments 36,760 -
Amortization of debt discount - 170,910
Bad debt expense 16,938 16,959
PPP loan forgiveness - (154,673 )
Changes in operating assets and liabilities:
Accounts receivable (575,119 ) 44,200
Inventory (91,205 ) 5,793
Prepaid expenses and other (78,947 ) -
Prepaid expenses and deferred offering costs - 17,594
Operating lease assets and liabilities 28,115 -
Accounts payable and accrued expenses 472,581 (161,130 )
Accounts payable and accrued expenses - related party - 328,060
Net cash used in operating activities (8,983,886 ) (3,412,763 )
 
Cash flows from investing activities:
Maturity of debt securities 831,716 -
Acquisition of business (321,250 ) -
Acquisition of fixed assets (3,242,162 ) (813,283 )
Net cash used in investing activities (2,731,696 ) (813,283 )
 
Cash flows from financing activities:
Proceeds from Initial Public Offering - 28,750,000
Initial Public Offering expenses - (3,500,426 )
Borrowings under line of credit 1,000,000 -
Proceeds from issuance of debt and loans 2,187,122 1,100,000
Proceeds from issuance of related party debt - 1,550,000
Proceeds from issuance of common stock - 115,000
Repayment of debt (455,209 ) (2,172,010 )
Repayment of related party debt - (1,848,399 )
Net cash provided by financing activities 2,731,913 23,994,165
 
Net change in cash and cash equivalents (8,983,669 ) 19,768,119
 
Cash and cash equivalents at beginning of period 13,561,266 882,870
 
Cash and cash equivalents cash at end of period $ 4,577,597 $ 20,650,989
 
Noncash investing and financing activity:
Debt discount $ - $ 170,910
Issuance of acquisition, bonus and settlement shares $ - $ 2,250,000
Shares issued for technology $ - $ 2,950,000
Supplemental disclosure of cash flow information:
Cash paid for interest $ 64,666 $ 448,071
Cash paid for taxes $ - $ -

	2023			2022
	For the Nine Months Ended September 30,
	2023			2022

Operating activities
Net loss	$	(7,044,320	)	$	(11,215,589	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization		829,137			1,171,638
Amortization of bond premium and realized loss on investments in debt securities		34,556			36,760
Amortization of operating lease - right-of-use asset		167,181			105,470
Amortization of debt discount		755,457			-
Bad debt expense		83,564			16,938
Warrants issued for services rendered		-			-
Stock issued for services		200,592			1,145,472
Stock issued for services - related parties		488,697			-
Changes in operating assets and liabilities
(Increase) decrease in
Accounts Receivable		(643,005	)		(575,119	)
Inventory		(32,023	)		(91,205	)
Prepaids and other		(28,578	)		(78,947	)
Deposits		(280	)		-
Increase (decrease) in
Accounts payable and accrued expenses		(114,855	)		472,581
Accounts payable and accrued expenses - related party		31,815			-
Operating lease liability		(167,605	)		28,115
Net cash used in operating activities		(5,439,667	)		(8,983,886	)

Investing activities
Proceeds from sale of marketable debt securities		2,130,116			831,716
Acquisition of business		-			(321,250	)
Purchase of fixed assets - net of refunds on prior purchases		19,498			(3,242,162	)
Net cash used provided by (used in) investing activities		2,149,614			(2,731,696	)

Financing activities
Proceeds from line of credit		-			1,000,000
Proceeds from notes payable		250,000			2,187,122
Proceeds from notes payable - related party		3,321,100			-
Proceeds from stock issued for cash		25,308			-
Cash paid for direct offering costs		(25,308	)		-
Repayments on line of credit		(1,000,000	)		-
Repayments on notes payable		(680,110	)		-
Repayments on loan payable - related party		(262,500	)		(455,209	)
Net cash provided by financing activities		1,628,490			2,731,913

Net decrease in cash		(1,661,563	)		(8,983,669	)

Cash - beginning of period		2,066,793			13,561,266

Cash - end of period	$	405,230		$	4,577,597

Supplemental disclosure of cash flow information
Cash paid for interest	$	73,262		$	64,666
Cash paid for income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities
Debt discount	$	990,250		$	-
Realized gains on sale of investments in debt securities - elimination of AOCL	$	44,590
Adjust note balance for actual borrowings	$	24,664		$	-

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

6F-6

~~EzFill Holdings, Inc.~~EZFILL HOLDING, INC. AND SUBSIDIARY

~~Notes to Consolidated Financial Statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~For the nine months ended September~~SEPTEMBER 30, ~~2022 and 2021~~2023

~~(unaudited)~~(UNAUDITED)

~~(1)~~ Note 1 - Organization and Nature of ~~Organization and Summary of Significant Accounting Policies~~Operations

Organization and Nature of ~~Organization~~Operations

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

~~Unaudited Interim Financial Statements~~Basis of Presentation

The ~~Company has prepared these~~accompanying unaudited consolidated financial statements have been prepared in accordance with ~~GAAP~~accounting principles generally accepted in the United States of America for interim financial ~~statements.~~statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, ~~these statements~~they do not ~~include~~contain all information and ~~footnote disclosures~~footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. ~~While~~

In the opinion of the Company’s management, ~~believes~~ the ~~disclosures presented~~accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are ~~adequate~~not necessarily indicative of the operating results for ~~interim reporting, these interim~~the full fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the ~~consolidated audited~~ financial statements and related notes thereto ~~as of and for the year ended December 31, 2021,~~ included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021, as~~2022 filed with the ~~Securities and Exchange Commission~~SEC on March ~~9, 2022. In~~20, 2023.

Management acknowledges its responsibility for the ~~opinion~~preparation of ~~management,~~the accompanying unaudited consolidated financial statements which reflect all adjustments, ~~and eliminations,~~ consisting of normal recurring adjustments, considered necessary in its opinion for a fair ~~representation~~statement of its consolidated financial position and the ~~Company’s financial statements~~consolidated results of its operations for the ~~interim period reported, have been included. The results~~periods presented.

F-7

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Liquidity and Going Concern

As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, ~~2022, are not necessarily indicative of results to be expected for~~2023, the ~~year ending December 31, 2022, or for any other interim period or for any future year.~~Company had:

●	Net loss of $7,044,320; and
●	Net cash used in operations was $5,439,667

~~Use of Estimates~~Additionally, at September 30, 2023, the Company had:

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used in Black-Scholes valuation models related to stock options and warrants. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

●	Accumulated deficit of $41,889,481
●	Stockholders’ equity of $137,506; and
●	Working capital deficit of $3,103,544

~~Cash and Cash Equivalents~~

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. At September 30, 2022, and December 31, 2021, the Company had $~~4,577,597~~ ~~and $13,561,266~~ ~~in cash and cash equivalents, respectively.~~

~~Investments~~

Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value.

~~The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2022:~~

~~Schedule of Unrealized Gains, Losses, and Fair Value~~

Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Corporate bonds $ 2,499,477 $ - $ 69,501 $ 2,429,976

~~Accounts Receivable~~

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts are written off against the allowance after all attempts to collect a receivable have failed. At September 30, 2022, and December 31, 2021, the allowance was $ 0 ~~and $5,665~~ ~~respectively in the consolidated financial statements.~~

~~Inventory~~

Inventory is valued at the lower of the inventory’s cost or market using the first-in, first-out method. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory consists solely of fuel. At September 30, 2022, and December 31, 2021, the allowance was $0 ~~in the consolidated financial statements. Cost of sales includes the cost of fuel sold and wages paid to drivers.~~

~~Concentrations~~

~~Major Customers~~

~~For the three months ended September 30, 2022, and 2021, the Company had one customer that made up approximately~~ ~~29%~~ ~~and~~ ~~60%~~ ~~of revenue, respectively and another customer that made up approximately~~ ~~14%~~ ~~and~~ 0% ~~respectively. For the nine months ended September 30, 2022, and 2021, the Company had one customer that made up approximately~~ ~~37%~~ ~~and~~ ~~58%~~ ~~of revenue, respectively.~~

~~The Company had two customers that made up~~ ~~40%~~ ~~and~~ ~~11%~~ ~~of accounts receivable as of September 30, 2022, and two customers that made up~~ ~~37%~~ ~~and~~ ~~23%~~ ~~of accounts receivable as of December 31, 2021.~~

~~Major Vendors~~

~~The Company purchases substantially all of its fuel from two vendors.~~

~~Operating Leases~~

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company’s operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

~~Advertising Costs~~

~~Advertising costs are expensed as incurred. The Company incurred advertising costs for the three months ended September 30, 2022, and 2021 of $488,288~~ ~~and $10,694, respectively, and for the nine months ended September 30, 2022, and 2021 of $1,072,089~~ ~~and $86,775, respectively.~~

~~Income Taxes~~

~~The Company accounts for income taxes in accordance with ASC 740,~~ ~~Income Taxes~~, (“ASC 740”) which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

~~Net loss per share~~

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. FASB ASC 260, ~~Earnings per Share~~~~, requires a dual presentation of basic and diluted earnings per share. Any instruments that would have an anti-dilutive effect have been excluded from the computation of earnings per share.~~ ~~The following potential common shares were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:~~

~~Schedule of Shares Excluded from Computations of Diluted Loss Per Share~~

2022 2021 2022 2021

Three months ended
September 30,

Nine months ended
September 30,

Description 2022 2021 2022 2021
Stock options - 95,019 - 93,849

~~(2)~~ ~~Liquidity~~

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the quarter ended September 30, 2022, the Company had a net loss of $~~4,076,409. At September 30, 2022, the Company had an accumulated deficit of $28,554,985. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.~~

~~In September 2021, the Company completed its Initial Public Offering and raised $25,250,000~~ ~~in net proceeds after deducting the underwriting discount and offering expenses.~~ The Company anticipates that it will need to raise additional capital ~~in the next 2-3 months~~immediately in order to continue to fund its operations. The Company has relied on a related party for funding its operations over the past couple of months. 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 $405,230 at September 30, 2023.

The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended September 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

9F-8

~~(3)~~ EZFILL HOLDING, INC. AND SUBSIDIARY

~~Related Party Transactions~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

●	Seeking to expand into new markets,
●	Collaborations with other operating businesses; and
●	Acquire other businesses to enhance or complement our current business model while accelerating our growth.

Note 2 -Summary of Significant Accounting Policies

~~During~~Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the ~~nine months ended September 30, 2021,~~accounts of the Company ~~issued notes payable to related parties totaling $1,550,000. The notes were repaid in the third quarter of 2021.~~and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

~~During~~Business Combinations

The Company accounts for business acquisitions using the ~~nine months ended September 30, 2021,~~acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the ~~Company issued~~ ~~26,573~~ ~~shares to an executive as a signing bonus and recorded related stock compensation expense of $100,000~~ ~~and issued~~ ~~53,144~~ ~~signing shares to directors and recorded related stock compensation expense of $200,000~~.acquisition date.

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

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

F-9

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

See Note 9 regarding acquisition and related impairment during the year ended ~~September 30, 2022, the Company issued~~ December 31, 2022.

~~182,540~~ ~~shares of restricted stock~~

Business Segments and Concentrations

~~522,462~~ ~~stock options to executives. Included in these amounts are~~

~~75,893~~ ~~shares of stock and~~ ~~125,951~~ ~~stock options granted to two former executives for which vesting was accelerated upon their termination.~~ The Company ~~also granted a total~~uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment.

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

~~649,074~~ ~~restricted shares~~

Use of Estimates

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

Significant estimates during the nine months ended September 30, ~~2022. The aforementioned grants were made pursuant~~2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the ~~Company’s 2020 Incentive Compensation Plan.~~valuation allowance on deferred tax assets.

Risks and Uncertainties

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

F-10

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

Fair Value of Financial Instruments

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

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

The three tiers are defined as follows:

	●	Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
	●	Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
	●	Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

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

F-11

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

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

Cash and Cash Equivalents and Concentration of Credit Risk

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

At September 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000.

At September 30, 2023 and December 31, 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

F-12

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Investments

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

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

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

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

The following is a summary of the unrealized gains, losses, and fair value by investment type at September 30, 2023 and December 31, 2022, respectively:

Schedule of Unrealized Gains, Losses, and Fair Value

September 30, 2023

Amortized Cost

Gross Unrealized

Losses

Fair Value

Corporate Bonds

December 31, 2022

Amortized Cost

Gross Unrealized

Losses

Fair Value

Corporate Bonds

2,164,672

(44,590

)

2,120,082

Realized losses, including amortization of bond premiums on these debt securities were $34,556 and $26,072 at September 30, 2023 and 2022, respectively.

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

F-13

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

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

Accounts Receivable

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

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

The following is a summary of the Company’s accounts receivable at September 30, 2023 and December 31, 2022:

Schedule of Accounts Receivable

	September 30, 2023		December 31, 2022

Accounts receivable	$	1,407,905	$	766,692
Less: allowance for doubtful accounts		81,772		-
Accounts receivable - net	$	1,326,133	$	766,692

There was bad debt expense of $1,086 and $2,040 for the three months ended September 30, 2023 and 2022, respectively.

There was bad debt expense of $83,564 and $16,938 for the nine months ended September 30, 2023 and 2022, respectively.

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

F-14

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Inventory

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

There were no provisions for inventory obsolescence for the three and nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023 and December 31, 2022, the Company had inventory of $183,271 and $151,248, respectively.

Concentrations

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

Schedule of Concentration Of Risk

Sales

	Nine Months Ended September 30
Customer	2023			2022
A		21.83	%		7.68	%
B		12.27	%		16.41	%
C		0.00	%		36.76	%
Total		34.11	%		60.85	%

Accounts Receivable

	Nine Months Ended September 30			Year Ended December 31,
Customer	2023			2022
A		38.80	%		47.48	%
Total		38.80	%		47.48	%

F-15

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Vendor Purchases

	Nine Months Ended September 30
Vendor	2023			2022
A		50.30	%		85.08	%
B		37.21	%		14.10	%
C		11.65	%		0.00	%
Total		99.16	%		99.18	%

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

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

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

There were no impairment losses for the three and nine months ended September 30, 2023 and 2022, respectively.

Property and Equipment

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

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

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

F-16

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

There were no impairment losses for the three and nine months ended September 30, 2023 and 2022, respectively.

Derivative Liabilities

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

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

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

At September 30, 2023 and December 31, 2022, the Company had no derivative liabilities.

Debt Discount

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

Debt Issue Cost

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

F-17

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Right of Use Assets and Lease Obligations

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

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

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

Revenue Recognition

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

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

F-18

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

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

Identify the contract with a customer

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

Identify the performance obligations in the contract

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

F-19

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component.

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.

Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract. Performance obligations are satisfied when a delivery is completed or a membership fee has been paid. Therefore, revenue is recognized at a point in time.

F-20

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

For each of our revenue streams we only have a single performance obligation.

Contract Liabilities (Deferred Revenue)

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

At September 30, 2023 and December 31, 2022, the Company had deferred revenue of $0 and $0, respectively.

The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2023 and 2022:

Schedule of Disaggregation of Revenue

	Nine Months Ended September 30,
	2023					2022

	Revenue		% of Revenues			Revenue		% of Revenues

Fuel sales	$	17,129,808		97.74	%	$	10,075,711		98.92	%
Other		395,869		2.26	%		110,191		1.08	%
Total Sales	$	17,525,677		100.00	%	$	10,185,902		100.00	%

Cost of Sales

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

F-21

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Income Taxes

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

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2023 and December 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the three months ended September 30, 2023 and 2022, respectively.

For the three and nine months ended September 30, 2023, the Company generated net losses. At September 30, 2023, the Company has an estimated income tax liability of $0.

Advertising Costs

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

The Company recognized $20,020 and $488,288 in marketing and advertising costs during the three months ended September 30, 2023 and 2022, respectively.

The Company recognized $68,740 and $1,072,089 in marketing and advertising costs during the nine months ended September 30, 2023 and 2022, respectively.

F-22

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Stock-Based Compensation

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

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

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

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

●	Exercise price,
●	Expected dividends,
●	Expected volatility,
●	Risk-free interest rate; and
●	Expected life of option

Stock Warrants

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

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

F-23

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible notes. These common stock equivalents may be dilutive in the future.

In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of September 30, 2023 and 2022 were as follows:

Schedule of Dilutive Equity Securities Outstanding

	September 30, 2023		September 30, 2022
Stock options (vested)		-		28,135
Warrants (vested)		203,629		203,629
Total common stock equivalents		203,629		231,764

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

See Note 5 regarding the Company’s 150,000 shares of common stock issued to a lender, of which shares are considered issued but not outstanding. The related contingency was resolved in October 2023.

Based on the potential common stock equivalents noted above at September 30, 2023, the Company has sufficient authorized shares of common stock (50,000,000) to settle any potential exercises of common stock equivalents.

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

F-24

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Related Parties

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

Related Party Agreement with Company owned by Daniel Arbour

On February 15, 2023, the Company entered into a consulting agreement ~~dated November 18, 2020,~~(the “Consulting Agreement”) with ~~Balance Labs, Inc.~~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, ~~Balance Labs is providing consulting~~Mountain Views agrees to provide services ~~including assisting with the Company’s IPO and assisting with introductions~~as an outsourced chief revenue officer. Pursuant to and assistance with, negotiating and entering agreements with potential fleet, residential, marine, and corporate customers that Balance Labs has relationships with. Balance Labs is also assisting with the Company’s expansion efforts. Under the Consulting Agreement, in payment of services that Balance Labs had already provided, the Company issued Balance Labs ~~265,728~~ ~~shares of its common stock in November 2020. Upon the completion of the Company’s IPO, the Company made a one-time payment of $200,000~~ ~~to Balance Labs. During the first year of the term of~~ the Consulting Agreement, the Company ~~paid Balance Labs~~will pay Mountain Views $~~25,000~~13,000 USD per ~~month. In the second year of the agreement, the payment decreased to $22,500~~ ~~per month. On November 18, 2021,~~month and ~~each anniversary of the initial term and the renewal terms, the Company will issue Balance Labs~~ ~~132,905~~ ~~shares of its common stock.~~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 ~~years. The President, CEO, CFO~~weeks written notice to the other party.

Effective May 15, 2023, EzFill Holdings, Inc. (the “Company”) and ~~Chairman of~~Mountain Views Strategy Ltd. (“Mountain Views”) entered into an amendment (the “Amendment to the ~~Board of Balance Labs is also~~Consulting Agreement”) to the ~~former president of~~consulting services agreement (the “Consulting Agreement”). As previously reported on the ~~Company~~Company’s Current Report on Form 8-K filed with the Securities and ~~beneficially owns approximately~~ ~~26%~~Exchange Commission on February 16, 2023, Daniel Arbour, who became a member of the Company’s ~~common stock as~~Board of ~~September 30, 2022.~~Directors on February 10, 2023, is the principal and founder of Mountain Views.

The ~~Company is party~~Consulting Agreement was amended to ~~a technology license agreement with Fuel Butler LLC, which is owned~~ revise the scope of services that will be provided and to bring the Consulting Fees to $~~20%~~5,000 ~~by an executive of the Company. See Note 5.~~per month.

See Note 7.

F-25

~~(4)~~ EZFILL HOLDING, INC. AND SUBSIDIARY

~~Fixed Assets~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Related Party Agreement with Company owned by Avishai Vaknin

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

In connection with this agreement, Vaknin is entitled to receive up to 325,000 shares of common stock. At September 30, 2023, 130,000 shares have vested, the remaining 190,000 shares remain unvested. See Note 7.

See Note 10 regarding share exchange agreement with Next Charging, LLC.

Recent Accounting Standards

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

In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancing’s and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.

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

F-26

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Reclassifications

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

Note 3 – Property and Equipment

Property and equipment consisted of the following:

Schedule of ~~Fixed Assets~~Property and Equipment

Description September 30, 2022 December 31, 2021
Fixed assets:
Equipment $ 254,666 $ 175,068
Leasehold improvements 29,422 16,265
Vehicles 4,807,657 975,377
Office furniture 129,475 -
Office equipment 9,471 9,471
Vehicle construction in process 735,007 1,394,355
Total fixed assets 5,965,698 2,570,536
Accumulated depreciation (868,890 ) (284,216 )
Fixed assets, net $ 5,096,808 $ 2,286,320

~~Depreciation expense totaled $253,908~~ ~~and $35,504~~ ~~for the three months ended September 30, 2022, and 2021, respectively and $584,674~~ ~~and $94,710~~ ~~for the nine months ended September 30, 2022, and 2021, respectively.~~

~~(5)~~ ~~Intangible Assets~~

~~Intangible assets consisted of the following:~~

~~Schedule of Intangible Assets~~

Description September 30, 2022 December 31, 2021
Indefinite lived intangible assets:
Domain name $ 20,000 $ 20,000
Goodwill $ 146,838 $ 109,983
Total indefinite lived intangible assets $ 166,838 $ 129,983

Other intangible assets:
Trademarks $ 123,024 $ 103,258
Software 539,036 503,517
Customer list 921,485 855,073
Non-compete 1,698 858
Loading rack license 58,857 -
Technology license 2,950,000 2,950,000
Total other intangible assets $ 4,594,100 $ 4,412,706
Accumulated amortization (1,897,813 ) (1,205,379 )
Total other intangible assets, net $ 2,696,288 $ 3,207,327

							Estimated Useful
	September 30, 2023			December 31, 2022			Lives (Years)

Equipment	$	265,637		$	265,637		5
Leasehold improvements		29,422			29,422		5
Vehicles		5,135,840			5,142,828		5
Office furniture		129,475			129,475		5
Office equipment		9,471			9,471		5
Vehicle construction in process		109,832			147,006		5
Property Plant And Equipment Gross		5,679,677			5,723,839
Accumulated depreciation		(1,963,817	)		(1,134,680	)
Total property and equipment - net	$	3,715,860		$	4,589,159

On April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the Company licensed certain proprietary technology. Under the terms of the license, the Company issued ~~265,728~~33,216 shares of its common stock to the Licensor upon signing. The Company also issued ~~332,160~~41,520 shares to the Licensor in May 2021 upon the filing of a patent application related to the licensed technology. Upon completion of the Company’s IPO, ~~186,010~~23,251 shares were issued to the Licensor. The Company will issue up to ~~730,752~~91,344 additional shares to the Licensor upon the achievement of certain milestones. In addition, the Company has granted stock options for ~~531,456~~66,432 shares at an exercise price of $~~3.76~~30.08 per share that will become exercisable for three years after the end of the fiscal year in which certain sales levels are achieved using the licensed technology. The Company has the option for four years after the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of ~~1,062,913~~132,864 of its common shares. Until the Company ~~exercise~~exercises one of these options, it will share with the Licensor 50% of pre-revenue costs and 50% of the net revenue, as defined, from the use of the technology. Under the Technology Agreement, the Company licensed proprietary technology that it believed would enable the Company to expand its services to provide its fuel service in high density areas. Fuel Butler has delivered a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity securities to Fuel Butler. The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues to be in force. While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement. The Company has sent a proposal to Fuel Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement. Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022.

F-27

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

See Note 119 for details of intangibles from an acquisition during the ~~nine months~~year ended ~~September 30,~~December 31, 2022.

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

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

Depreciation and amortization expense ~~on intangible assets totaled $226,724~~ ~~and $202,484~~ for the three months ended September 30, 2023 and 2022 ~~and 2021, respectively, and~~was $~~692,434~~278,442 and $~~494,953~~226,724, respectively.

Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 was $829,137and ~~2021,~~$1,277,108, respectively.

~~Future amortization schedule for intangible assets~~These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Note 4 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities were as follows at September 30, 2023 and December 31, 2022, ~~is as follows:~~respectively:

Schedule of ~~Future Amortization Expense for Intangible Assets~~Accounts Payable and Accrued Liabilities

2022 (October to December) 226,724
2023 834,204
2024 747,660
2025 633,941
2026 246,507
2027 7,252
TOTAL $ 2,696,288

	September 30, 2023		December 31, 2022
Accounts payable	$	1,068,078	$	987,012
Accrued payroll		73,546		266,453
Accrued interest		-		3,014
Accounts payable and Accrued Liabilities	$	1,141,624	$	1,256,479

11F-28

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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 September 30, 2023 and December 31, 2022, respectively.

~~(6)~~ ~~Accounts~~Notes Payable – Related Parties

Schedule of Notes Payable and ~~Accrued Liabilities~~Related Parties and Redeemable Common Stock

	Note #1			Note #2			Note #3			Notes #4 - #9
	Note Payable			Note Payable			Note Payable			Note Payable
Terms	Related Party			Related Party			Related Party			Related Party			Total

Issuance date of note		April 2023			April 2023			September 2023			July 2023 - September 2023
Maturity date - initial		October 2023			April 2023			March 2024			September 2023 - November 2023
Maturity date - as amended		April 2024			N/A			N/A			See discussion below
Interest rate #1		10%			5% - first month			10%			8% - first nine months
Interest rate #2		18%			13% - beginning second month			18%			18% - beginning tenth month
Collateral		All assets			Unsecured			All assets			All assets

Balance - December 31, 2022	$	-		$	-		$	-		$	-		$	-
Advances		1,500,000			262,500			600,000			1,485,000			3,847,500
Original issue discount		(546,000	)		(12,500	)		(495,400	)		(135,000	)		(1,188,900	)
Amortization of debt discount		537,049			12,500			81,659			118,689			749,897
Repayments		-			(262,500	)		-			-			(262,500	)
Balance - September 30, 2023		1,491,049			-			186,259			1,468,689			3,145,997
Current		1,491,049			-			186,259			1,468,689			3,145,997
Long term	$	-		$	-		$	-		$	-		$	-

Note #1 and related Loss on Debt Extinguishment

The Company ~~had accounts~~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 ~~accrued liabilities~~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 250,000 shares of common stock to the lender as additional interest expense (commitment fee). Under the terms of the agreement, only 100,000 shares of common stock were required to be issued on the commitment date resulting in a fair value of $256,000 ($2.56 /share), based upon the quoted closing price. The Company recorded this amount as a debt discount which is being amortized over the life of the note . See Note 8.

F-29

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The remaining 150,000 commitment fee shares were deemed to be redeemable common stock (temporary equity), having a stated redemption value of $8. If the Company repaid the note at the maturity date (October 2023), these shares would be returnable.

At September 30, 2023, these 150,000 shares are considered contingently returnable shares and therefore, in accordance with ASC 260-10-45-12C and ASC 260-10-45-13, contingently issuable shares (outstanding common shares that are contingently returnable are treated in the same manner as contingently issuable shares), including shares issuable for little or no consideration, are included in the denominator for basic EPS only when the contingent condition has been met and there is no longer a circumstance in which those shares would not be issued. At September 30, 2023, these 150,000 shares of have been excluded from the calculation of both basic and diluted earnings per share.

In October 2023 (the initial maturity date), the Company executed a loan extension with the lender. In connection with extending the due date from October 2023 to April 2024, the 150,000 shares were deemed earned on that date.

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.

Subsequent to September 30, 2023, the Company recorded a loss on debt extinguishment of $291,000 as follows:

Schedule of ~~Accounts Payable~~Loss on Debt Extinguishment


Fair value of debt and common stock on extinguishment date*	$	1,791,000
Fair value of debt subject to modification		1,500,000
Loss on debt extinguishment	$	291,000

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

Subsequent to September 2023, and ~~Accrued Liabilities~~in connection with the modification, the contingency is considered resolved.

September 30, 2022 December 31, 2021
Accounts Payable and Accrued Liabilities:
Accounts payable $ 827,395 $ 491,598
Accrued payroll 194,592 82,080
Accrued expenses 29,959 5,687
Total Accounts Payable and Accrued Liabilities $ 1,051,946 $ 579,365

F-30

~~(7)~~ EZFILL HOLDING, INC. AND SUBSIDIARY

~~Debt~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

This note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $0.74 and (b) the lower of (i) the average VWAP over the ten (10) trading day period preceding conversion. Additionally, the note contains an anti-dilution right in the form of a ratchet feature. If at the time of eligible conversion (only if Company is in default) common stock is sold or other debt is converted into common stock at a price lower than the defined conversion price under the terms of this note, the conversion price of this note will be reduced to the lower amount.

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

At September 30, 2023, no events of default had occurred.

The unamortized debt discount related to this note at September 30, 2023 was $8,951.

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

Note #2

An entity controlled by a majority stockholder (approximately 20% common stock ownership) advanced working capital funds (net proceeds of $250,000) to the Company.

In April 2023, note principal of $262,500 along with accrued interest of $13,125, aggregating $275,625 was repaid.

F-31

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Note #3

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

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

The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $495,400 which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. See Note 8.

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

In the event of default, the lender may convert the note into shares of common stock equal to the greater of $1.23 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $0.20.

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

At September 30, 2023, no events of default had occurred.

The unamortized debt discount related to this note at September 30, 2023 was $413,741.

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

F-32

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The Company executed several two-month (2) notes payable with an aggregate face amount of $1,485,000, less original issue discounts of $135,000, resulting in net proceeds of $1,350,000.

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 under the same terms as noted above (8% interest 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 average closing price over the ten (10) trading days ending on the date of conversion. 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 September 30, 2023, the Company is not in default on any of these notes and believes its in compliance with all terms and conditions of the notes.

The unamortized debt discount related to these notes at September 30, 2023 was $16,311.

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

F-33

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Note Payable (non-vehicles)

The following is a summary of the Company’s note payable (non-vehicles) at September 30, 2023 and December 31, 2022, respectively:

Schedule of Notes Payable Non - Vehicles

Terms	Note #1

Issuance date of note		June 2023
Maturity date		December 2024
Interest rate		N/A
Collateral		All assets

Balance - December 31, 2022	$	-
Face amount of note		275,250
Debt discount /issuance costs		(25,250	)
Amortization of debt discount		5,560
Repayments		(74,838	)
Balance - September 30, 2023		180,722
Current		-
Long term	$	180,722

Note #1

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

The unamortized debt discount at September 30, 2023 was $19,690.

F-34

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Notes Payable - Vehicles

The following is a summary of the Company’s notes payable for its vehicles at September 30, 2023 and December 31, 2022, respectively:

Schedule of Notes Payable Vehicles

Issue Date	Maturity Date	Interest Rate	Collateral	September 30, 2023		December 31, 2022

2019	2022 - 2023	4.9% - 7.44%	Vehicles	$	8,586	$	25,830
2021	2024 - 2025	0% - 11%	Vehicles		186,918		271,217
2022	2025 - 2027	0.9% - 9.05%	Vehicles		1,184,456		1,712,849
					1,379,960		2,009,896
			Less: current portion		819,395		811,516
			Long Term	$	560,755	$	1,198,380

The Company executed various vehicle notes with third parties as follows:

Schedule of Notes Payable with Third Parties


Balance - December 31, 2021	$	476,313
Acquisition of vehicles in exchange for notes payable		2,166,643
Repayments		(633,060	)
Balance - December 31, 2022		2,009,896
Repayments		(629,936	)
Balance - September 30, 2023	$	1,379,960

Debt Maturities

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

Schedule of Maturities of Long Term Debt

For the Year Ended December 31,	Notes Payable - Related Parties		Notes Payable		Vehicles		Total

2023 (3 Months)	$	1,468,689	$	-	$	208,131	$	1,676,820
2024		1,677,308		180,722		818,903		2,676,933
2025		-		-		282,212		282,212
2026		-		-		55,827		55,827
2027		-		-		14,887		14,887
Total	$	3,145,997	$	180,722	$	1,379,960	$	4,706,679

F-35

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Line of Credit

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

Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was ~~approximately $5.7~~ ~~million and $16.2~~ ~~million at September 30, 2022, and December 31, 2021, respectively. Outstanding borrowings were~~ $1,000,000 and $03,000,000 ~~as of~~at September 30, ~~2022,~~2023 and December 31, ~~2021,~~2022, respectively.

Outstanding borrowings under the line of credit were $0 and $3,000,000 at September 30, 2023 and December 31, 2022, respectively.

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

To secure the repayment of the Credit Limit, the Bank ~~will have~~had a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio during the second quarter of 2023. The amount outstanding under the Line of Credit shall bear interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was ~~4.50%~~5.75 ~~at September 30, 2022, and~~ ~~1.50%~~% at December 31, ~~2021.~~ 2022.

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

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

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.

~~Vehicle Loans~~

The Company did not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2023. As noted above, all of the Company’s corporate bonds were measured at fair value at December 31, 2022.

F-36

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Note 7 – Commitments and Contingencies

Operating Leases

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

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

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

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

F-37

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

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

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

At September 30, 2023 and December 31, 2022, respectively, the Company had no financing leases as defined in ASC 842, “Leases.”

On December 3, 2021, the Company signed a lease for 5778 square feet of office space, for occupancy effective January 1, 2022. The lease term is 39 months, and the total monthly payment is $21,773, including base rent, estimated operating expenses and sales tax.

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

F-38

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023 and 2022, respectively:

Schedule of Operating Lease assets and Liabilities

	September 30, 2023			December 31, 2022
Assets

Operating lease - right-of-use asset - non-current	$	354,601		$	521,782

Liabilities

Operating lease liability	$	378,417		$	546,022

Weighted-average remaining lease term (years)		1.50			2.25

Weighted-average discount rate		5	%		5	%

The components of lease expense were as follows:

Schedule of Components of Lease Expense

	September 30, 2023		September 30, 2022

Operating lease costs

Amortization of right-of-use operating lease asset	$	167,181	$	105,470
Lease liability expense in connection with obligation repayment		17,152	$	17,419
Total operating lease costs	$	184,333	$	122,889

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

Operating cash outflows from operating lease (obligation payment)	$	184,756	$	246,538
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	735,197

F-39

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

Schedule of Future Minimum Payments Under Non-Cancellable Leases


2023 (3 months)	$	66,647
2024		256,414
2025		69,421
Total undiscounted cash flows		392,482
Less: amount representing interest		(14,065	)
Present value of operating lease liability		378,417
Less: current portion of operating lease liability		238,042
Long-term operating lease liability	$	140,375

Employment Agreements

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

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

	●	February 10, 2023 (Non-Independent Director),
	●	April 19, 2023 (Chief Technology Officer) (“CTO”); and
	●	April 24, 2023 (Interim Chief Executive Officer) (“ICEO”)

In February 2023, the Company’s non-independent director received 10,417 shares of common stock, having a fair value of $40,000, based upon the quoted closing price ($3.84/share). This expense was recorded as a component of general and administrative expenses for the nine months ended September 30, 2023.

In April 2023, the Company’s CTO was entitled to receive up to 325,000 shares of common stock, subject to vesting provisions for services rendered. These shares had a fair value of $832,000 on the grant date based upon the quoted closing trading price ($2.56/share). For the nine months ended September 30, 2023, the CTO vested in 130,000 shares of common stock, having a fair value of $198,178, This expense was recorded as a component of general and administrative expenses for the nine months ended September 30, 2023.

F-40

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Company has ~~entered into~~filed several Form 8K’s during July and August 2023 related to the hiring and termination of various ~~loans for the purchase of vehicles in the ordinary course of business. Each loan is secured by the vehicle that is financed. One of the lenders has provided a commercial line of credit of $4.0~~ ~~million, under which approximately $2.3~~ ~~million remained available as of September 30, 2022, for the financing of vehicles under retail installment contracts through December 31, 2022. The vehicle loans under the commercial line of credit~~officers, directors and ~~from other sources have interest rates that range from~~ ~~3.5%~~ to ~~9.0%~~ ~~(primarily~~ ~~3.5%~~).board members.

~~Other Debt~~

~~On November 24, 2020, the Company issued a note payable in the amount of $1,000,000; the loan bore interest at a rate of~~ 1% ~~per month; the maturity date on the loan was~~ ~~April 21, 2021; the Company had the option to extend the maturity date for seven one-month terms. As part of the terms of the loan, the note holder was issued~~ ~~100,000~~ ~~shares of common stock. The Company exercised the option to extend the loan from April 21, 2021, to August 21, 2021, and issued~~ ~~10,000~~ ~~shares to the note holder for each monthly extension.~~

~~On March 10, 2021, the Company borrowed a total of $300,000~~ ~~and issued promissory notes for $100,000~~ ~~to each of three related parties. The notes bore interest at a rate of~~ 1% ~~per month. The principal and interest thereon were payable on~~ ~~March 10, 2022, or upon completion of the Company’s initial public offering if earlier. In connection with these loans, each lender was issued~~ ~~10,000~~ ~~shares of the Company’s common stock for a total of~~ ~~30,000~~ ~~shares.~~

~~All debt except for vehicle loans was repaid in September 2021 after the consummation of the Company’s IPO.~~

~~Maturities of debt as of September 30, 2022, are as follows:~~

~~Schedule of Maturities of Long-Term Debt~~

2022 (October to December) 197,756
2023 811,515
2024 820,845
2025 307,365
2026 55,852
2027 14,887
Total $ 2,208,220
~~(8)~~ ~~Shareholders Equity~~Contingencies – Legal Matters

~~Authorized shares include~~ ~~500~~ ~~million common shares and~~ 50 ~~million preferred shares. Immediately prior to the Company’s IPO in September 2021, all shares of common stock then outstanding converted into an aggregate of~~ ~~18,750,000~~ ~~shares of common stock following a one for~~ ~~3.763243~~ ~~reverse stock split approved by the Company’s board of directors and its shareholders.~~
On August 1, 2020, the Company’s board of directors approved the EzFill Holdings, Inc. 2020 Equity Incentive Plan (2020 Plan), which plan has also been approved by the Company’s shareholders. The Company has reserved ~~1,913,243~~ of its outstanding shares of common stock for issuance under the 2020 Plan. On June 3, 2022, the Company’s board of directors approved the EzFill Holdings, Inc. 2022 Equity Incentive Plan (2022 Plan), which plan has also been approved by the Company’s shareholders. The Company has reserved ~~2,600,000~~ ~~of its outstanding shares of common stock for issuance under the 2022 Plan.~~
~~Common stock~~
~~During the nine months ended September 30, 2021,~~ ~~30,559~~ ~~shares of common stock were sold for cash proceeds of $115,000~~
~~During the nine months ended September 30, 2021, the Company issued~~ ~~26,573~~ ~~shares to an executive as a signing bonus and recorded related stock compensation expense of $100,000~~ ~~and issued~~ ~~53,144~~ ~~signing shares to directors and recorded related stock compensation expense of $200,000~~.
~~During the nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $345,000~~ ~~related to shares granted for sponsorships and $110,000~~ ~~related to shares granted to consultants.~~
~~During the nine months ended September 30, 2021, the Company issued~~ ~~600,000~~ ~~shares related to accrued bonuses, and~~ ~~375,000~~ ~~shares related to an acquisition that had previously been accrued in 2020.~~
~~During the nine months ended September 30, 2022, the Company issued~~ ~~20,000~~ ~~shares to a consultant for services rendered over the preceding nine months and recorded stock compensation of $68,500~~
~~During the nine months ended September 30, 2022, the Company issued~~ ~~40,323~~ ~~shares to the sellers of the assets of Full Service Fueling. See note 11.~~
~~During the nine months ended September 30, 2022, the Company issued~~ ~~182,540~~ ~~shares of restricted stock and~~ ~~522,462~~ ~~stock options to executives. Total stock compensation expense of $587,500is being recorded over the vesting period. Included in these amounts are~~ ~~75,893~~ ~~shares of stock and~~ ~~125,951~~ ~~stock options granted to two former executives for which vesting was accelerated upon their termination. The Company also granted a total of~~ ~~649,074~~ ~~restricted shares to directors during the nine months ended September 30, 2022, for which stock compensation expense of $305,000~~ ~~is being recorded over the vesting period. The aforementioned grants were made pursuant to the Company’s 2020 Incentive Compensation Plan.~~
13
~~A summary of the restricted stock activity is presented as follows:~~
~~Schedule of Restricted Stock Activity~~

Weighted
Average

Grant Date
Shares Fair Value

Outstanding at
December 31, 2021 317,586 3.27
Granted 839,114 0.65
Vested (210,615 ) 2.29
Forfeited (27,500 ) 2.29
September 30, 2022 918,585 1.12
~~The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. The reduction of stock compensation expense related to the forfeitures was $1,221~~ ~~for the nine months ended September 30, 2022.~~
~~Unrecognized stock compensation expense related to restricted stock was approximately $349,000~~ ~~as of September 30, 2022, which will be recognized over a weighted-average period of~~ ~~0.7~~ ~~years.~~
~~Stock Options and Warrants~~
~~The following table represents stock option activity during the nine months ended September 30, 2022:~~
~~Schedule of Stock Option Activity~~
Number of Weighted
Average Weighted
Average
Remaining Contractual
Term
Options Exercise Price (years)
Outstanding at December 31, 2021 175,384 $ 1.78 3.3
Options granted 522,462 1.26 7.3
Outstanding at September 30, 2022 697,846 $ 1.39 6.1
Exercisable at September 30, 2022 301,335 1.56 4.5
~~The fair value of the stock options was determined using the Black-Scholes option pricing model with the following assumptions:~~
~~Schedule of Fair Value Assumptions~~
Nine Months Ended
September 30, 2022
~~Valuation assumptions:~~
~~Risk-free rate~~ ~~1.64~~ %
~~Expected volatility~~ 62 %
~~Expected term (years)~~ 5
~~Dividend yield~~ -
~~Unrecognized stock compensation expense related to stock options was approximately $199,000~~ ~~as of September 30, 2022, which will be recognized over a weighted-average period of~~ ~~2.3~~ ~~years.~~
~~The underwriter’s representatives for the Company’s IPO received warrants to purchase up to~~ ~~359,375~~ ~~shares. The warrants are exercisable from~~ ~~March 14, 2022, until~~ ~~September 14, 2026, at an exercise price of $5.00~~ ~~per share.~~
~~In April 2021, the Company issued~~ ~~106,291~~ ~~warrants to a lender in connection with a loan that has been repaid. The warrants are exercisable until~~ ~~September 14, 2024, at $5.00~~ ~~per share.~~
~~The intrinsic value of options and warrants outstanding at September 30, 2022, and December 31, 2021 was $~~0 ~~and $~~0~~, respectively.~~
14
~~(9)~~ ~~Commitments and Contingencies~~
~~Litigation~~
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 September 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or ~~disclosure under GAAP.~~disclosure.

~~Lease Commitment~~Note 8 – Stockholders’ Equity
At September 30, 2023 and December 31, 2022, respectively, the Company had two (2) classes of stock:

~~On December 3, 2021,~~Preferred Stock
- 5,000,000 shares authorized
- none issued and outstanding
- Par value - $0.0001
- Voting – none
- Ranks senior to any other class of preferred stock
- Dividends - none
- Liquidation preference – none
- Rights of redemption - none
- Conversion - none
F-41
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
Common Stock
- 50,000,000 shares authorized
- 3,962,461 shares issued and 3,812,461 shares outstanding at September 30, 2023, and 3,335,674 shares issued and outstanding at December 31, 2022
- Par value - $0.0001
- Voting at 1 vote per share
Securities and Incentive Plans
See Schedule 14A Information Statements filed with the US Securities and Exchange Commission for complete details of the Company’s Stock Incentive Plans.
Equity Transactions for the Nine Months Ended September 30, 2023
Stock Issued for Cash
The Company ~~signed~~sold 8,393 shares of common stock for $25,803 ($3.06 – 3.53/share) through at the market (“ATM”) sales via a ~~lease~~sales agent who was eligible for commissions of ~~5778~~3% for any sales of common stock made. The Company also paid $25,803 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 191,623 ~~square feet~~shares of ~~office space,~~common stock to a Company officer as well various board members for ~~occupancy effective January 1, 2022. The lease term is~~ 39 ~~months, and the total monthly payment is $21,773, including base rent, estimated operating expenses and sales tax. The base rent~~services rendered, having a fair value of $~~14,743~~502,761 ~~including sales tax~~($1.75 – $3.51/share), based upon the quoted closing trading price. The issuance of these shares was ~~abated~~pursuant to vesting.
Stock Issued for ~~months 1, 13~~Services
The Company issued 25,000 shares of common stock to a consultant for services rendered, having a fair value of $119,750 ($4.79/share), based upon the quoted closing trading price.
Stock Issued for Debt Issuance Costs – Related Party
The Company issued 250,000 shares of common stock in connection with the issuance of a note payable (See Note 5), having a fair value of $662,500 ($2.56 - $2.71/share), based upon the quoted closing trading price. The lender holds a greater than 5% controlling interest in the Company.
F-42
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
Equity Transactions for the Year Ended December 31, 2022
Stock Issued for Services – Related Parties
The Company issued 45,932 shares of common stock to certain officers and 25directors for services rendered, having a fair value of $1,309,524 ($28.51/share), based upon the quoted closing trading price. The recipients were subject to vesting provisions in connection with their restricted stock grants, and in certain cases, for any individual that was terminated, related shares may have received accelerated vesting.
Stock Issued for Services
The Company issued 4,268 shares of common stock for services rendered, having a fair value of $102,759 ($24.08/share), based upon the quoted closing trading price.
Stock Issued for Acquisition
The Company issued 5,040 shares of common stock in connection with the acquisition of Full Service Fueling, having a fair value of $50,000 ($9.92/share), based upon the quoted closing trading price.
Restricted Stock and Related Vesting
A summary of the ~~lease~~Company’s nonvested shares (due to service based restrictions) as of September 30, 2023 and December 31, 2022, is ~~subject~~presented below:
Schedule of Company Nonvested Shares
Weighted Average
Number of Gant Date
Non-Vested Shares Shares Fair Value
Balance - December 31, 2021 39,698 $ 26.16
Granted 120,850 5.04
Vested (50,693 ) 21.52
Cancelled/Forfeited (4,375 ) 16.00
Balance - December 31, 2022 105,481 0.56
Granted 836,800 2.33
Vested (196,594 ) 2.90
Cancelled/Forfeited (23,379 ) 2.21
Balance - September 30, 2023 722,308 $ 0.71
The Company has issued various equity grants to board directors, officers, consultants and employees. These grants typically contain a ~~3% annual increase. An initial Right~~vesting period of ~~Use (“ROU”) asset~~one to three years and require services to be performed in order to vest in the shares granted.
F-43
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
The Company determines the fair value of $~~735,197~~ ~~was~~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 ~~non-cash asset addition with the adoption~~component of ~~the lease accounting standard. Cash paid for amounts included~~general and administrative expenses in the ~~present value of operating lease liabilities was $65,320~~ ~~and $181,218~~ ~~for the three and nine months ended September 30, 2022, respectively, and is included in cash flows from operating activities in the~~ accompanying ~~consolidated statement of cash flows. The operating lease expense for this lease was $61,444~~ ~~and $184,333~~ ~~for the three and nine months ended September 30, 2022, respectively, and is included in operating expenses in the~~ consolidated statements of operations.

~~Future minimum payments under non-cancellable leases~~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 ~~September 30, 2022, were as follows:~~forfeiture, which is typically due to service termination.
~~Schedule of Future Minimum Payments Under Non-Cancellable Leases~~

Future Minimum Payments
2022 (October 1 to December 31) $ 65,320
2023 251,403
2024 256,414
2025 69,421
Total undiscounted operating leases payments 642,558
Less: Imputed interest 38,232
Present Value of Operating Lease Liabilities 604,326

Other Information
Weighted-average remaining lease term 2.50 years
Weighted-average discount rate 5.0 %

AsAt September 30, 2023, unrecognized stock compensation expense related to restricted stock was $515,051, which will be recognized over a ~~practical expedient, short-term leases with an initial term~~weighted-average period of ~~12 months or less are excluded from the consolidated balance sheets and charges from these leases are expensed as incurred.~~ The Company has offices at several of its operating locations under leases that are cancellable upon short notice. Total rent expense for these leases (including the prior headquarters office) was approximately $~~92,000~~0.19 ~~and $~~years
~~39,000~~
Stock Options
Stock option transactions for the nine months ended September 30, 2023 and the year ended December 31, 2022 ~~and 2021, respectively.~~are summarized as follows:
Schedule of Stock Option Activity
Weighted
Average Weighted
Weighted Remaining Average
Average Contractual Aggregate Grant
Stock Options Number of
Options Exercise Price Term (Years) Intrinsic
Value Date
Fair Value
Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ -
Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ -
Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ -
Granted 71,558 $ 5.59 $ 4.99
Exercised - -
Cancelled/Forfeited - -
Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ -
Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ -
Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ -
Granted 254,824 $ 6.97 $ 0.29
Exercised - $ -
Cancelled/Forfeited (348,306 ) $ 7.14
Outstanding - September 30, 2023 - $ - - $ - $ -
Vested and Exercisable - September 30, 2023 - $ - - $ - $ -
Unvested and non-exercisable - September 30, 2023 - $ - - $ - $ -
F-44
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
Nine Months Ended September 30, 2023

~~(10)~~The Company granted ~~Income Taxes~~254,825 stock options, having a fair value of $73,920.

~~Book income before taxes~~Of the total, 54,825 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $50,000. These options were fully vested on the grant date.
The remaining 200,000 options were granted to consultants for a project that was ~~negative for~~cancelled during the ~~nine months ended~~third quarter of 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 during the third quarter of 2023.
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 0 %
Risk free interest rate 4.00 %
At September 30, ~~2022. Tax~~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.
Year Ended December 31, 2022
The Company granted 71,558 stock options, having a fair value of $357,400.
Of the total, 65,308 stock options were granted to certain former officers and directors for services to be rendered, having a fair value of $350,000.
Of these total options granted, 28,572 options were fully vested ($153,125), the remaining 36,736 were subject to cancellation due to termination of services. In 2023, the Company reversed previously recorded stock based compensation of $9,375, which was reversed due to non-vesting in these service based grants. Due to some of these options being cancelled during the third quarter of 2023, an additional $14,063 was also reversed due to non-vesting in those service based grants.
The remaining 6,250 stock options were granted to a consultant for services to be rendered, having a fair value of $7,400. Only 3,125 options having a fair value of $3,700 vested. The remaining 3,125 options ($3,700) will not vest and no additional compensation was recorded.
F-45
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
The fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions:
Expected term (years) 5.00
Expected volatility 62 %
Expected dividends 0 %
Risk free interest rate 1.64 %
Stock-Based Compensation
Stock-based compensation expense for the nine months ended September 30, 2023 and 2022 included those amounts associated with vesting of common stock and ~~2021, was~~options of $0569,519 and $01,145,472., respectively with various officers and directors. These amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their awards, in which the Company recorded previously recognized expense. These amounts were insignificant.

~~The Company reviews its filing positions~~Of the totals above, $553,994 and $694,524 were for ~~all open tax years in all U.S. federal~~related parties for the nine months ended September 30, 2023 and ~~state jurisdictions where the Company is required to file. The tax years subject to examination include the years 2019 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.2022, respectively.

15F-46

~~(11)~~EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
Warrants
Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows:
Schedule of Stock Warrant Activity
Weighted
Weighted Average
Average Remaining Aggregate
Number of Exercise Contractual Intrinsic
Warrants Warrants Price Term (Years) Value
Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ -
Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ -
Unvested - December 31, 2021 - $ - - $ -
Granted -
Exercised -
Cancelled/Forfeited -
Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756
Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756
Unvested - December 31, 2022 - $ - - $ -
Granted -
Exercised -
Cancelled/Forfeited -
Outstanding - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271
Vested and Exercisable - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271
Unvested and non-exercisable - September 30, 2023 - $ - - $ -
Note 9 – Acquisition

On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $321,250 cash after a credit of $3,750, and (b) ~~40,323~~5,040 common shares, with a value of $50,000based upon the ~~Company’s~~quoted closing ~~stock price on the NASDAQ on the date immediately preceding the Closing Date.~~price. Further, the Purchase Agreement includes provisions wherein the Company agrees to utilize Seller’s affiliate Palmdale Oil Company, Inc. (“Palmdale”) as one if its main fuel suppliers throughout the state of Florida, with preferred pricing on all fuel purchases. Palmdale will also provide the Company with access to vehicle parking at their locations throughout the state in order to support the expansion of the Company’s mobile fueling business. This acquisition was considered an acquisition of a business under ASC 805.

F-47
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
A summary of the purchase price allocation at fair value is ~~below.~~below:
Schedule of Purchase Price Allocation at Fair Value

Purchase
Allocation

Vehicles $ 153,000
Customer list 66,413
Loading rack license 58,857
Other identifiable intangibles 56,124
Goodwill 36,856
Purchase Allocation $ 371,250
~~The purchase price was paid as follows:~~
~~Schedule of Business Acquisitions by Acquisition Issued or Issuable~~

Consideration paid
Cash $ 321,250 $ 321,250
Common stock 50,000 50,000
Purchase Allocation $ 371,250

Fair value of consideration transferred $ 371,250

Recognized amounts of identifiable assets acquired

Vehicles 153,000
Customer list 66,413
Loading rach license 58,857
Other identifiable intangibles 56,124
Total assets acquired 334,394

Goodwill $ 36,856

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

~~The results~~All of ~~operations for~~ the ~~nine months ended~~remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022. At September 30, ~~2022, include approximately $~~2023, the vehicles acquired are still in service.
~~72,000~~Note 10 – Material Definitive Agreement as Amended and Reverse Acquisition
Entry into Material Definitive Agreement Related Party – as Amended and Restated
On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 100,000,000 shares of ~~revenue and $~~common stock.
F-48
~~5,000~~ ~~net loss related~~
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
This agreement was amended on November 2, 2023, as follows:
- 35,000,000 shares of common stock will vest upon the closing of the acquisition of Next Charging,
- 35,000,000 shares of common stock will vest upon the acquisition of the first target; and
- 30,000,000 shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system.
As an additional condition to be satisfied prior to the ~~acquired business since~~Closing, Next Charging is also required to take actions to record the assignment to itself of a patent mentioned in the Amended and Restated Exchange Agreement.
~~March 11, 2022, acquisition date.~~
Next Charging is a renewable energy company formed by Michael D. Farkas. Next Charging has plans to develop and deploy wireless electric vehicle charging technology coupled with battery storage and solar energy solutions.
Upon Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman of the Company. Mr. Farkas is the managing member and CEO of Next Charging. Mr. Farkas is also the beneficial owner of approximately 20% of the Company’s issued and outstanding common stock.

The ~~accompanying unaudited pro forma combined statements~~Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate of ~~operations present~~incorporation to increase the ~~accounts~~number of ~~EzFill Holdings, Inc.~~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 ~~Full Service Fueling for~~(iv) compliance with the ~~year ended December 31, 2021, assuming the acquisition occurred on January 1, 2021.~~rules and regulations of The Nasdaq Stock Market.

~~Schedule~~At the time of ~~Unaudited Pro Forma Combined Statement of Operations~~closing, there will be a change in control, in a transaction treated as a reverse acquisition.
Year Ended December 31, 2021
Summary Statement of Operations EzFill
Holdings Full Service Fueling Combined

Revenue $ 7,233,957 $ 242,271 $ 7,476,228

Net Loss $ (9,383,397 ) $ (122,507 ) $ (9,505,904 )

Net Loss per common share – basic and diluted $ (0.46 ) $ (0.47 )

Weighted average common shares – basic and diluted 20,199,444 20,199,444
See Form 8-K filed on November 2, 2023 for additional information.

~~(12)~~Note 11 – Subsequent Events
Notes 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 also issued 260,000 shares of common stock to the lender having a fair value of $539,760, based upon the quoted closing trading price ($2.076/share).

The issuance of these shares resulted in an additional debt issue cost. In total, the Company ~~evaluates subsequent events that occur after~~recorded debt discounts/issuance costs of $587,760 which is being amortized over the ~~balance sheet date through~~life of the ~~date~~note to interest expense.
In the ~~financial statements were issued.~~event of default, the lender may convert the note into shares of common stock equal to the greater of $1.23 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $0.20.
This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default, all of the notes with this lender will be considered in default.

16F-49
EZFILL HOLDING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.
Notes Payable Related Party – Material Stockholder greater than 20%
In November 2023, an entity controlled by a majority stockholder (approximately 20% common stock ownership) advanced $165,000 in working capital funds (net of an original discount of $15,000 resulting in net proceeds of $150,000).
The note bears interest at 8% for the first nine (9) months, then increases to 18% and is due in September 2023. The note will automatically be extended in two (2) month increments at the option of the lender. In the event of a capital raise of at least $3,000,000 all unpaid principal and accrued interest will be due.
In the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due. The lender will have the option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days.
F-50
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, ~~2021~~2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, or SEC, on June 1, 2021, as amended, and declared effective on September 14, 2021. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” refer to ~~EzFill~~Ezfill Holdings, Inc.
Forward-Looking Statements
The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
Overview

We were incorporated under the laws of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are headquartered in ~~Aventura,~~Miami, Florida. EzFill 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.

~~Our consumer business was impacted significantly in 2020 by~~On April 27, 2023, the ~~COVID-19 pandemic~~Company executed a 1-for-8 reverse stock split and ~~largely returned in 2021 for residential fueling but is still in~~decreased the ~~process~~number of ~~recovering at office parks~~shares of its authorized common stock from 500,000,000 shares to ~~pre-pandemic levels~~50,000,000 and its preferred stock from 50,000,000 to 5,000,000. As a result, all share activity has been restated as ~~employees gradually return to~~if the ~~office.~~reverse stock split had been consummated as of the beginning of the respective period.
17

Results of Operations

The following table sets forth our results of operations for the three and nine months ended September 30, ~~2022,~~2023 and ~~2021:~~2022:

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022 2021 2022 2021 2023 2022 2022 2022
Revenues $ 4,091,403 $ 1,863,599 $ 10,185,902 $ 5,236,016 $ 6,163,682 $ 4,091,403 $ 17,525,677 $ 10,185,902
Cost of sales 4,208,155 1,825,739 10,288,176 5,057,628 5,813,957 4,208,155 16,529,030 10,288,176
Operating expenses 3,476,261 1,794,575 9,830,523 4,705,108 1,684,340 3,476,261 6,250,013 9,830,523
Depreciation and amortization 480,632 237,788 1,277,108 589,662 278,442 480,632 829,137 1,277,108
Operating loss (4,073,645 ) (1,994,503 ) (11,209,905 ) (5,116,382 ) (1,613,057 ) (4,073,645 ) (6,082,503 ) (11,209,095 )
Other income (expense) (2,764 ) (379,100 ) (5,684 ) (613,311 ) (613,681 ) (2,764 ) (961,817 ) (5,684 )
Net loss $ (4,076,409 ) $ (2,373,603 ) $ (11,215,589 ) $ (5,729,693 ) $ (2,226,738 ) $ (4,076,409 ) $ (7,044,320 ) $ (11,215,589 )
3

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, 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 three and nine months ended September 30, ~~2022,~~2023 and ~~2021:~~2022:

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022 2021 2022 2021 2023 2022 2023 2022
Net loss $ (4,076,409 ) $ (2,373,603 ) $ (11,215,589 ) $ (5,729,693 ) $ (2,226,738 ) $ (4,076,409 ) $ (7,044,320 ) $ (11,215,589 )
Interest expense, net 2,764 533,773 5,684 767,984
Interest expense 622,777 29,721 966,374 64,666
Depreciation and amortization 480,632 237,788 1,277,108 589,662 278,442 480,632 829,137 1,277,108
Stock compensation 272,726 385,030 1,145,472 1,211,543 158,379 272,726 689,289 1,145,472
Adjusted EBITDA $ (3,320,287 ) $ (1,217,012 ) $ (8,787,325 ) $ (3,160,504 ) $ (1,162,140 ) $ (3,293,330 ) $ (4,559,520 ) $ (8,728,343 )

Gallons delivered 994,447 580,462 2,375,921 1,731,289 1,486,199 994,447 4,384,211 2,375,921
Average fuel margin per gallon $ 0.43 $ 0.37 $ 0.47 $ 0.37 $ 0.57 $ 0.43 $ 0.57 $ 0.47

Three months ended September 30, ~~2022,~~2023, compared to the three months ended September 30, ~~2021~~2022

Revenues

We generated revenues of ~~$4,091,403~~$6,163,682 for the three months ended September 30, ~~2022,~~2023, compared to ~~$ 1,863,599~~$4,091,403 for the prior year, an increase of ~~$ 2,227,804~~$2,072,279 or ~~120%~~51%. This increase is primarily due to a ~~71%~~49% increase in gallons delivered ~~as well as~~and an increase in ~~the average price per gallon.~~fees. The additional gallons were in existing as well as new markets. ~~The higher average fuel margin per gallon reflects the addition of new fleet customers at higher average margins.~~

Cost of sales was ~~$4,208,155~~$5,813,957 for the three months ended September 30, ~~2022,~~2023, compared to ~~$ 1,825,739~~$4,208,155 for the prior year. The ~~$2,382,413~~$1,605,802 or ~~130%~~38% increase in cost of sales is due to the increase in sales as well as the hiring of additional drivers, primarily in new markets.
18
Our gross profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver efficiency.

Operating Expenses

We incurred operating expenses of ~~$3,476,261~~$1,684,340 during the three months ended September 30, ~~2022,~~2023, compared to ~~$ 1,794,575~~$3,476,261 during the prior year, ~~an increase~~a decrease of ~~$1,681,686~~$1,791,921 or ~~94%~~52%. This ~~increase~~decrease was primarily due to ~~increases~~decreases in payroll, ~~insurance,~~stock based compensation, marketing and public company expenses.

Depreciation and Amortization

Depreciation increased in the current year as a result of the increase in the fleet of delivery vehicles.Amortization decreased in the current year as a result of the impairment of goodwill and other intangible assets recorded in the fourth quarter of 2022.
4
Other Income (Expense)

Interest expense ~~decreased~~increased in the current year due to ~~the early repayment in September 2021 of pre-IPO debt.~~increased borrowing for truck purchases during 2022.

Nine months ended September 30, ~~2022,~~2023 compared to the nine months ended September 30, ~~2021~~2022

Revenues

We generated revenues of ~~$10,185,902~~$17,525,677 for the nine months ended September 30, ~~2022,~~2023, compared to ~~$5,236,016~~$10,185,902 for the prior year, an increase of ~~$4,949,886~~7,339,775 or ~~95%~~72%. This increase is primarily due to ~~a 37%~~an 85% increase in gallons delivered and an increase in fees. The additional gallons were in existing as well as ~~an increase in the average price per gallon. The higher average fuel margin per gallon reflects the addition of~~ new ~~fleet customers at higher average margins.~~markets.

Cost of sales was ~~$10,288,176~~$16,529,030 for the nine months ended September 30, ~~2022,~~2023, compared to ~~$5,057,628~~$10,288,176 for the prior year. The ~~$5,230,548~~$6,240,854 or ~~103%~~61% increase in cost of sales is mainly due to due to the increase in sales as well as the hiring of additional drivers, primarily in new markets. Our gross profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver efficiency.

Operating Expenses

We incurred operating expenses of ~~$9,830,523~~$6,250,013 during the nine months ended September 30, ~~2022,~~2023, as compared to ~~$4,705,108~~$9,830,523 during the prior year, ~~an increase~~a decrease of ~~$5,125,415~~$3,580,510 or ~~109%~~36%. This ~~increase~~decrease was primarily due to ~~increases~~decreases in payroll, ~~insurance,~~stock based compensation, marketing ~~technology,~~ and public company expenses.

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

Other Income (Expense)

Interest expense ~~decreased~~increased in the current year due to ~~the early repayment in September 2021 of pre-IPO debt.~~increased borrowing for truck purchases during 2022.

Liquidity and Capital Resources
Cash Flow Activities

As of September 30, ~~2022,~~2023, we had approximately ~~$7.0 million~~$405,230 in cash and investments compared to approximately ~~$16.9 million~~$4,186,875 at December 31, ~~2021.~~2022.
19
Operating Activities

Net cash used in operating activities was ~~$8,983,886~~$5,439,667 for the nine months ended September 30, ~~2022,~~2023, which was made up primarily by the net loss of $7,044,320 and offset by non-cash adjustments for a net amount of $1,604,653. Net cash used in operating activities was $8,983,886 during the prior year, which was made up primarily by the net loss of $11,215,589 and offset by non-cash adjustments for a net amount of $2,231,703. ~~Net cash used in operating activities was $3,412,763 during the prior year, which was made up primarily by the net loss of $5,729,693 and offset by non-cash adjustments for a net amount of $2,316,932.~~

Investing Activities

During the nine months ended September 30, 2023 net cash provided by investing activities was $2,149,614. The cash provided was the result of maturity and sale of debt securities. Net cash used by investing activities during the nine months ended September 30, 2022 ~~and 2021, we used $3,242,162 and $813,283, respectively, for~~was $2,731,696 primarily the result of the acquisition of fixed assets, primarily trucks used for delivery of fuel to our customers. ~~During the nine months ended September 30, 2022, we acquired the mobile fueling assets of Full Service Fueling.~~

Financing Activities

We generated $1,624,490 of cash flows from financing activities during the nine months ended September 30, 2023, including $3,321,100 in new loans for truck purchases, $250,000 loan from a related party, less principal repayments of $1,942,610 and received proceeds from the issuance of common stock from the ATM of $25,308 and recorded related expenses of $25,308. We generated $2,731,913 of cash flows from financing activities during the nine months ended September 30, 2022, including $1,000,000 in borrowings under our bank line of credit and $2,187,122 in new loans for truck purchases, less principal repayments of $455,209. We generated $23,994,165 of cash flows from financing activities during the nine months ended September 30, 2021, including $25,250,000 net proceeds from our IPO, $115,000 from sale of shares and $2,650,000 in loans, less principal repayments of $4,020,409.
5

Sources of Capital

The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the ~~quarter~~nine months ended September 30, ~~2022,~~2023, the Company had a net loss of ~~$4,076,409.~~$7,044,320. At September 30, ~~2022,~~2023, the Company had an accumulated deficit of ~~$28,554,985.~~$41,889,481. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.

~~In September 2021, the Company completed its Initial Public Offering and raised $25,250,000 in net proceeds after deducting the underwriting discount and offering expenses.~~ The Company ~~anticipates that it will need to raise additional~~has limited capital ~~in the next 2-3 months in order to continue~~and is currently relying on a related party to fund its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable to us, or at all. If we are unable to raise additional funding to meet our working capital needs in the future, we will be forced to delay, reduce, or cease our operations.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
20

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of September 30, ~~2022,~~2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, ~~2022.~~2023.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6
PART II - OTHER INFORMATION

Item 1. Legal Proceedings
None.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the period covered by this report, we have not sold any equity securities in transactions that were not reported on a Current Report on Form 8-K. The Company did not repurchase any of its shares during the quarter ended September 30, 2022.
Not Applicable.

~~Use of Proceeds~~
(b) 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 $25.3 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.
21
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 16, 2021. Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments. As of September 30, 2022, we have used approximately $18.3 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.
Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.

Not applicable.
7

Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Exhibit
Number
Description of Exhibit
~~1.1~~
3.1 ~~Underwriting Agreement, dated as~~Certificate of ~~September 14, 2021, incorporated~~Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit ~~1.1 of~~3.1 to the ~~Registrant’s~~Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on May 1, 2023)
4.1 Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated July 5, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 11, 2023.)
4.2

Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 2, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, file 001-40809, filed with the Securities and Exchange Commission on August 3, 2023.)
4.3 Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 30, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, file 001-40809, filed with the Securities and Exchange Commission on September ~~16, 2021.~~6, 2023.)
~~2.1~~
4.4 ~~Asset Purchase~~Promissory Note between EzFill Holdings, Inc. and ~~Fuel Supply Agreement~~Next Charging, LLC dated ~~March 2, 2022, incorporated~~September 6, 2023 (incorporated by reference to Exhibit ~~2.1 of~~4.1 to the ~~Registrant’s~~Company’s Current Report on Form 8-K, ~~filed with the Securities and Exchange Commission on March 3, 2022.~~
~~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~~file 001-40809, filed with the Securities and Exchange Commission on September ~~16, 2021.~~7, 2023.)
~~4.1~~
4.5 ~~Form of Common Stock Certificate of the Registrant, incorporated~~Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 13, 2023 (incorporated by reference to Exhibit 4.1 ofto the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, file 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 15, 2023.).
~~4.2~~
10.1 ~~Form of Representatives Warrant, incorporated~~Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 4.2 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~August 4, 2023.
~~10.1~~
10.2 ~~Asset Purchase~~Exchange Agreement, ~~between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC,~~ dated as of ~~February 19, 2020, incorporated~~August 10, 2023, by and among EzFill Holdings, Inc. and members of Next Charging LLC and Michael Farkas, an individual, as the representative of the members (incorporated by reference to ~~Exhibit~~exhibit 10.1 ofto the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~August 16, 2023.)
~~10.2~~
10.3 ~~Asset Sale and~~Amendment to the Securities Purchase Agreement dated September 18, 2023 between ~~EzFill Fl, LLC and~~ EzFill Holdings, Inc.~~, dated as of April 9, 2019, incorporated~~ and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.2 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 21, 2023).
~~10.3~~
10.4+
~~Promissory Note,~~Securities Purchase Agreement dated ~~November 24, 2020, incorporated~~September 22, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.8 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).
~~10.4~~
10.5+
Promissory Note dated ~~June 25, 2021 issued to LH MA 2 LLC, incorporated~~September 22, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.11 of~~exhibit 10.2 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).
~~10.5~~
10.6 ~~Promissory Note dated June 25, 2021 issued~~Amendment to the ~~Farkas Group,~~Security Agreement dated September 22, 2023 between EzFill Holdings, Inc.~~, incorporated~~ and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.12 of~~exhibit 10.3 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).
~~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 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.
~~10.11~~ ~~Employment Offer Letter, January 11. 2022, incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2021.~~
~~10.12~~ ~~Separation Agreement and Release, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.~~
~~10.13~~ Non-Independent Board Member Letter of Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.
~~10.14~~ ~~Form of Loading Rack License Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.~~
~~10.15~~ Form of Mutual Non-Solicitation and Non-Interference Agreement, incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.https://www.sec.gov/Archives/edgar/data/1817004/000149315222005972/ex10-2.htm
~~10.16~~ Separation Agreement and Release Agreement dated June 1, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2022
~~10.17~~ EZFill Holdings, Inc. 2022 Equity Incentive Plan, 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 June 7, 2022
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 Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
** Furnished herewith.
+ ~~Indicates management contract~~Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, certain portions of this exhibit have been omitted because it is both not material and the type of information that the Company treats as private or ~~compensatory plan.~~confidential..

238

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, ~~2022~~2023 EZFILL HOLDING, INC.

By: /s/ ~~Michael McConnell~~Yehuda Levy
~~Michael McConnell~~Yehuda Levy
Chief Executive Officer and Director
(Principal Executive Officer)

By: /s/ ~~Arthur Levine~~Michael Handelman
~~Arthur Levine~~Michael Handelman
Chief Financial Officer
(Principal Financial Officer)

249

	2022			2021			2022			2021
	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
REVENUES
Revenues	$	4,091,403		$	1,863,599		$	10,185,902		$	5,236,016
TOTAL REVENUES		4,091,403			1,863,599			10,185,902			5,236,016

COSTS & EXPENSES
Cost of sales		4,208,155			1,825,739			10,288,176			5,057,628
Operating expenses		3,476,261			1,794,575			9,830,523			4,705,108
Depreciation and amortization		480,632			237,788			1,277,108			589,662
TOTAL COSTS AND EXPENSES		8,165,048			3,858,102			21,395,807			10,352,398

OPERATING LOSS		(4,073,645	)		(1,994,503	)		(11,209,905	)		(5,116,382	)

OTHER INCOME AND EXPENSES
Interest income		26,957			-			58,982			-
Other income		-			154,673			-			154,673
Interest expense		(29,721	)		(533,773	)		(64,666	)		(767,984	)

LOSS BEFORE INCOME TAXES		(4,076,409	)		(2,373,603	)		(11,215,589	)		(5,729,693	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(4,076,409	)	$	(2,373,603	)	$	(11,215,589	)	$	(5,729,693	)
NET LOSS PER SHARE
Basic and diluted	$	(0.15	)	$	(0.13	)	$	(0.43	)	$	(0.33	)
Basic and diluted weighted average number of common shares outstanding		26,481,080			18,555,343			26,367,621			17,586,747
Comprehensive Loss:
Net loss	$	(4,076,409	)	$	(2,373,603	)	$	(11,215,589	)	$	(5,729,693	)
Other comprehensive loss:
Change in fair value of debt securities		66			-			(69,501	)		-
Total comprehensive loss	$	(4,076,343	)	$	(2,373,603	)	$	(11,285,090	)	$	(5,729,693	)

	Preferred stock				Common stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholder’s Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Loss		(Deficit)

Balance December 31, 2020		—	$	—		17,199,912	$	1,720	$	6,472,536	$	(7,956,000	)	$	—	$	(1,481,744	)

Stock based compensation		—		—		97,854		9		368,240		—			—		368,249

Options granted		—		—		—		—		49,213		—			—		49,213

Debt discount		—		—		7,972		1		29,999		—			—		30,000

Issuance of acquisition shares		—		—		159,437		16		599,984		—			—		600,000

Net loss		—		—		—		—		—		(1,349,487	)		—		(1,349,487	)

Balance March 31, 2021		—	$	—		17,465,175	$	1,746	$	7,519,972	$	(9,305,488	)	$	—	$	(1,783,770	)

Stock based compensation		—		—		95,197		10		396,281		—			—		396,291

Options granted		—		—		—		—		12,760		—			—		12,760

Sale of shares		—		—		30,559		3		114,997		—			—		115,000

Issuance of shares for technology		—		—		597,889		60		2,249,940		—			—		2,250,000

Issuance of bonus shares		—		—		99,648		10		374,990		—			—		375,000

Net loss		—		—		—		—		—		(2,006,602	)		—		(2,006,602	)

Balance June 30, 2021		—	$	—		18,288,468	$	1,829	$	10,668,940	$	(11,312,090	)	$	—	$	(641,321	)

Initial public offering, net of expenses		-				7,187,500		719		25,248,855		—			—		25,249,574

Stock based compensation		—		—		193,919		19		372,251		—			—		372,270

Options granted		—		—		—		—		12,760		—			—		12,760

Issuance of acquisition shares		—		—		93,750		9		374,991		—			—		375,000

Issuance of bonus and settlement shares		—		—		150,000		15		899,985		—			—		900,000

Warrants and shares to lender		—		—		13,286		1		248,010		—			—		248,011

Net loss		—		—		—		—		—		(2,373,603	)		—		(2,373,603	)
Balance September 30, 2021		—	$	—		25,926,923	$	2,592		37,825,792		(13,685,693	)		—	$	24,142,691

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Corporate bonds		$	2,499,477			$	-			$	69,501			$	2,429,976

Description	September 30, 2022			December 31, 2021
Fixed assets:
Equipment	$	254,666		$	175,068
Leasehold improvements		29,422			16,265
Vehicles		4,807,657			975,377
Office furniture		129,475			-
Office equipment		9,471			9,471
Vehicle construction in process		735,007			1,394,355
Total fixed assets		5,965,698			2,570,536
Accumulated depreciation		(868,890	)		(284,216	)
Fixed assets, net	$	5,096,808		$	2,286,320


2022 (October to December)		226,724
2023		834,204
2024		747,660
2025		633,941
2026		246,507
2027		7,252
TOTAL	$	2,696,288


2022 (October to December)		197,756
2023		811,515
2024		820,845
2025		307,365
2026		55,852
2027		14,887
Total	$	2,208,220

				Weighted Average
				Grant Date
	Shares			Fair Value

Outstanding at
December 31, 2021		317,586			3.27
Granted		839,114			0.65
Vested		(210,615	)		2.29
Forfeited		(27,500	)		2.29
September 30, 2022		918,585			1.12

	Number of		Weighted Average		Weighted Average Remaining Contractual Term
	Options		Exercise Price		(years)
Outstanding at December 31, 2021		175,384	$	1.78		3.3
Options granted		522,462		1.26		7.3
Outstanding at September 30, 2022		697,846	$	1.39		6.1
Exercisable at September 30, 2022		301,335		1.56		4.5

	Nine Months Ended September 30, 2022
~~Valuation assumptions:~~
~~Risk-free rate~~		~~1.64~~	%
~~Expected volatility~~		62	%
~~Expected term (years)~~		5
~~Dividend yield~~		-

	-	5,000,000 shares authorized
	-	none issued and outstanding
	-	Par value - $0.0001
	-	Voting – none
	-	Ranks senior to any other class of preferred stock
	-	Dividends - none
	-	Liquidation preference – none
	-	Rights of redemption - none
	-	Conversion - none

	-	50,000,000 shares authorized
	-	3,962,461 shares issued and 3,812,461 shares outstanding at September 30, 2023, and 3,335,674 shares issued and outstanding at December 31, 2022
	-	Par value - $0.0001
	-	Voting at 1 vote per share

				Weighted Average
	Number of			Gant Date
Non-Vested Shares	Shares			Fair Value
Balance - December 31, 2021		39,698		$	26.16
Granted		120,850			5.04
Vested		(50,693	)		21.52
Cancelled/Forfeited		(4,375	)		16.00
Balance - December 31, 2022		105,481			0.56
Granted		836,800			2.33
Vested		(196,594	)		2.90
Cancelled/Forfeited		(23,379	)		2.21
Balance - September 30, 2023		722,308		$	0.71


Future Minimum Payments
2022 (October 1 to December 31)	$	65,320
2023		251,403
2024		256,414
2025		69,421
Total undiscounted operating leases payments		642,558
Less: Imputed interest		38,232
Present Value of Operating Lease Liabilities		604,326

Other Information
Weighted-average remaining lease term		2.50 years
Weighted-average discount rate		5.0	%

						Weighted
						Average				Weighted
				Weighted		Remaining				Average
				Average		Contractual		Aggregate		Grant
Stock Options	Number of Options			Exercise Price		Term (Years)		Intrinsic Value		Date Fair Value
Outstanding - December 31, 2021		21,923		$	14.24		3.25	$	-	$	-
Vested and Exercisable - December 31, 2021		21,923		$	14.24		3.25	$	-	$	-
Unvested and non-exercisable - December 31, 2021		-		$	-		-	$	-	$	-
Granted		71,558		$	5.59					$	4.99
Exercised		-			-
Cancelled/Forfeited		-			-
Outstanding - December 31, 2022		93,481		$	7.62		3.68	$	-	$	-
Vested and Exercisable - December 31, 2022		64,823		$	8.45		3.47	$	-	$	-
Unvested and non-exercisable - December 31, 2022		28,658		$	5.74		4.16	$	-	$	-
Granted		254,824		$	6.97					$	0.29
Exercised		-		$	-
Cancelled/Forfeited		(348,306	)	$	7.14
Outstanding - September 30, 2023		-		$	-		-	$	-	$	-
Vested and Exercisable - September 30, 2023		-		$	-		-	$	-	$	-
Unvested and non-exercisable - September 30, 2023		-		$	-		-	$	-	$	-

Expected term (years)	5.00
Expected volatility	59% - 62	%
Expected dividends	0	%
Risk free interest rate	4.00	%

	Purchase Allocation
Vehicles	$	153,000
Customer list		66,413
Loading rack license		58,857
Other identifiable intangibles		56,124
Goodwill		36,856
Purchase Allocation	$	371,250


Consideration paid
Cash	$	321,250	$	321,250
Common stock		50,000		50,000
Purchase Allocation	$	371,250

Fair value of consideration transferred			$	371,250

Recognized amounts of identifiable assets acquired

Vehicles				153,000
Customer list				66,413
Loading rach license				58,857
Other identifiable intangibles				56,124
Total assets acquired				334,394

Goodwill			$	36,856

	-	35,000,000 shares of common stock will vest upon the closing of the acquisition of Next Charging,
	-	35,000,000 shares of common stock will vest upon the acquisition of the first target; and
	-	30,000,000 shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system.

Year Ended December 31, 2021 Summary Statement of Operations	EzFill Holdings			Full Service Fueling			Combined

Revenue	$	7,233,957		$	242,271		$	7,476,228

Net Loss	$	(9,383,397	)	$	(122,507	)	$	(9,505,904	)

Net Loss per common share – basic and diluted	$	(0.46	)				$	(0.47	)

Weighted average common shares – basic and diluted		20,199,444						20,199,444

Exhibit Number		Description of Exhibit
~~1.1~~
3.1		~~Underwriting Agreement, dated as~~Certificate of ~~September 14, 2021, incorporated~~Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit ~~1.1 of~~3.1 to the ~~Registrant’s~~Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on May 1, 2023)

4.1		Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated July 5, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 11, 2023.)

4.2		Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 2, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, file 001-40809, filed with the Securities and Exchange Commission on August 3, 2023.)

4.3		Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 30, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, file 001-40809, filed with the Securities and Exchange Commission on September ~~16, 2021.~~6, 2023.)

~~2.1~~
4.4		~~Asset Purchase~~Promissory Note between EzFill Holdings, Inc. and ~~Fuel Supply Agreement~~Next Charging, LLC dated ~~March 2, 2022, incorporated~~September 6, 2023 (incorporated by reference to Exhibit ~~2.1 of~~4.1 to the ~~Registrant’s~~Company’s Current Report on Form 8-K, ~~filed with the Securities and Exchange Commission on March 3, 2022.~~

~~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~~file 001-40809, filed with the Securities and Exchange Commission on September ~~16, 2021.~~7, 2023.)

~~4.1~~
4.5		~~Form of Common Stock Certificate of the Registrant, incorporated~~Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 13, 2023 (incorporated by reference to Exhibit 4.1 ofto the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, file 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 15, 2023.).

~~4.2~~
10.1		~~Form of Representatives Warrant, incorporated~~Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 4.2 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~August 4, 2023.

~~10.1~~
10.2		~~Asset Purchase~~Exchange Agreement, ~~between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC,~~ dated as of ~~February 19, 2020, incorporated~~August 10, 2023, by and among EzFill Holdings, Inc. and members of Next Charging LLC and Michael Farkas, an individual, as the representative of the members (incorporated by reference to ~~Exhibit~~exhibit 10.1 ofto the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~August 16, 2023.)

~~10.2~~
10.3		~~Asset Sale and~~Amendment to the Securities Purchase Agreement dated September 18, 2023 between ~~EzFill Fl, LLC and~~ EzFill Holdings, Inc.~~, dated as of April 9, 2019, incorporated~~ and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.2 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 21, 2023).

~~10.3~~
10.4+		~~Promissory Note,~~Securities Purchase Agreement dated ~~November 24, 2020, incorporated~~September 22, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.8 of~~exhibit 10.1 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).

~~10.4~~
10.5+		Promissory Note dated ~~June 25, 2021 issued to LH MA 2 LLC, incorporated~~September 22, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.11 of~~exhibit 10.2 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).

~~10.5~~
10.6		~~Promissory Note dated June 25, 2021 issued~~Amendment to the ~~Farkas Group,~~Security Agreement dated September 22, 2023 between EzFill Holdings, Inc.~~, incorporated~~ and AJB Capital Investments, LLC. (incorporated by reference to ~~Exhibit 10.12 of~~exhibit 10.3 to the ~~Registrant’s Registration Statement~~Company’s Current Report on Form ~~S-1 (333-256691), as amended, originally~~8-K, File No. 001-40809, filed with the Securities and Exchange Commission on ~~June 28, 2021.~~September 27, 2023).

~~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 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

~~10.11~~		~~Employment Offer Letter, January 11. 2022, incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2021.~~

~~10.12~~		~~Separation Agreement and Release, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.~~

~~10.13~~		Non-Independent Board Member Letter of Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022.

~~10.14~~		~~Form of Loading Rack License Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.~~

~~10.15~~		Form of Mutual Non-Solicitation and Non-Interference Agreement, incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.https://www.sec.gov/Archives/edgar/data/1817004/000149315222005972/ex10-2.htm

~~10.16~~		Separation Agreement and Release Agreement dated June 1, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2022

~~10.17~~		EZFill Holdings, Inc. 2022 Equity Incentive Plan, 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 June 7, 2022

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		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.
+	~~Indicates management contract~~Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, certain portions of this exhibit have been omitted because it is both not material and the type of information that the Company treats as private or ~~compensatory plan.~~confidential..

Date: November 14, ~~2022~~2023	EZFILL HOLDING, INC.

	By:	/s/ ~~Michael McConnell~~Yehuda Levy
		~~Michael McConnell~~Yehuda Levy
		Chief Executive Officer and Director
		(Principal Executive Officer)

	By:	/s/ ~~Arthur Levine~~Michael Handelman
		~~Arthur Levine~~Michael Handelman
		Chief Financial Officer
		(Principal Financial Officer)