Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | EzFill Holdings Inc |
Entity Central Index Key | 0001817004 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash | $ 230,826 | $ 882,870 | $ 32,092 |
Accounts receivable | 226,552 | 193,640 | 25,514 |
Prepaid expenses and deferred offering costs | 258,082 | 160,078 | 30,230 |
Inventory | 33,692 | 41,055 | 36,605 |
Total Current Assets | 749,152 | 1,277,643 | 124,441 |
Fixed assets, net of accumulated depreciation | 423,648 | 428,567 | 336,297 |
Goodwill | 109,983 | 109,983 | 108,707 |
Intangible assets, net of accumulated amortization | 900,574 | 990,559 | 628,976 |
Total Assets | 2,183,357 | 2,806,752 | 1,198,421 |
Current Liabilities: | |||
Accounts payable and accrued liabilities | 164,856 | 116,465 | 77,942 |
Accounts payable and accrued liabilities, related parties | 1,928,471 | 2,621,940 | 51,125 |
Notes payable, net of discount | 1,037,531 | 958,422 | 14,940 |
Notes payable - related party, net of discount | 354,168 | 40,645 | 188,901 |
Total Current Liabilities | 3,485,026 | 3,737,472 | 332,908 |
SBA Loan for PPP | 154,673 | ||
Notes payable - net of current portion | 250,768 | 321,024 | 79,529 |
Convertible notes payable - related party, net of discount | 20,123 | ||
Notes payable - net of current portion - related party | 230,000 | 230,000 | 328,399 |
Total Liabilities | 3,965,794 | 4,288,496 | 760,959 |
Commitments and Contingencies (Note 10 and 12) | |||
Stockholders' Equity (Deficit) | |||
Preferred stock, value | |||
Common stock, value | 6,572 | 6,473 | 3,147 |
Additional paid in capital | 7,515,146 | 6,467,783 | 1,136,309 |
Accumulated deficit | (9,304,155) | (7,956,000) | (701,994) |
Total Stockholders' Equity (Deficit) | (1,782,437) | (1,481,744) | 437,462 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,183,357 | $ 2,806,752 | $ 1,198,421 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed assets, accumulated depreciation | $ 172,579 | $ 143,818 | $ 29,427 |
Intangible assets, accumulated amortization | $ 562,929 | $ 472,944 | $ 135,803 |
Preferred stock, par value | $ .0001 | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ .0001 | $ .0001 | $ .0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 65,725,698 | 64,727,449 | 31,465,364 |
Common stock, shares outstanding | 65,725,698 | 64,727,449 | 31,465,364 |
Notes Payable [Member] | |||
Discount current | $ 0 | $ 75,000 | $ 0 |
Related Party Notes Payable [Member] | |||
Discount current | $ 30,000 | 0 | 18,310 |
Convertible Notes Payable [Member] | |||
Discount noncurrent | $ 0 | $ 199,877 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
REVENUES | ||||
Revenues | $ 1,521,819 | $ 695,567 | $ 1,221,285 | $ 3,586,244 |
TOTAL REVENUES | 1,521,819 | 695,567 | 1,221,285 | 3,586,244 |
COST OF GOODS SOLD | 1,394,396 | 719,600 | 1,135,411 | 3,544,072 |
GROSS PROFIT (LOSS) | 127,423 | (24,033) | 85,874 | 42,172 |
OPERATING EXPENSES | ||||
Salaries, payroll taxes and benefits | 663,335 | 91,207 | 225,996 | 2,864,089 |
Depreciation and amortization | 118,744 | 87,071 | 165,230 | 451,533 |
Professional, legal and consulting fees | 265,564 | 31,607 | 68,310 | 2,217,869 |
Other operating expenses | 315,591 | 130,895 | 250,041 | 1,091,349 |
TOTAL OPERATING EXPENSES | 1,363,234 | 340,780 | 709,577 | 6,624,840 |
OPERATING LOSS | (1,235,811) | (364,813) | (623,703) | (6,582,668) |
OTHER EXPENSE | ||||
Interest expense | (112,344) | (18,073) | (63,292) | (321,338) |
Change in market value | (50,000) | |||
Loss on settlement | (300,000) | |||
Loss on conversion | (14,999) | |||
LOSS BEFORE INCOME TAXES | (1,348,155) | (382,886) | (701,994) | (7,254,006) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (1,348,155) | $ (382,886) | $ (701,994) | $ (7,254,006) |
NET LOSS PER SHARE | ||||
Basic and diluted | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.19) |
Basic and diluted weighted average number of common shares outstanding | 65,290,896 | 33,002,649 | 29,803,362 | 38,108,425 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Mar. 27, 2019 | |||||
Beginning balance, shares at Mar. 27, 2019 | |||||
Founders shares | $ 2,500 | (2,500) | |||
Founders shares, shares | 25,000,000 | ||||
Stock based compensation | $ 138 | 57,063 | 57,201 | ||
Stock based compensation, shares | 1,375,000 | ||||
Shares issued (net of subscription receivable) | $ 259 | 429,741 | 430,000 | ||
Shares issued (net of subscription receivable), shares | 2,590,364 | ||||
Shares issued for conversion of notes payable - related parties | $ 250 | 399,750 | 400,000 | ||
Shares issued for conversion of notes payable - related parties, shares | 2,500,000 | ||||
Beneficial conversion feature | 237,256 | 237,256 | |||
Loss on conversion | 14,999 | 14,999 | |||
Net loss | (701,994) | (701,994) | |||
Ending balance at Dec. 31, 2019 | $ 3,147 | 1,136,309 | (701,994) | 437,462 | |
Ending balance, shares at Dec. 31, 2019 | 31,465,364 | ||||
Shares issued (net of subscription receivable) | $ 343 | 334,657 | 335,000 | ||
Shares issued (net of subscription receivable), shares | 3,427,043 | ||||
Net loss | (382,886) | (382,886) | |||
Ending balance at Mar. 31, 2020 | $ 3,490 | 1,470,966 | (1,084,880) | 389,576 | |
Ending balance, shares at Mar. 31, 2020 | 34,892,407 | ||||
Beginning balance at Dec. 31, 2019 | $ 3,147 | 1,136,309 | (701,994) | 437,462 | |
Beginning balance, shares at Dec. 31, 2019 | 31,465,364 | ||||
Stock based compensation | $ 318 | 3,234,263 | 3,234,581 | ||
Stock based compensation, shares | 3,175,498 | ||||
Shares issued (net of subscription receivable) | $ 458 | 1,549,542 | 1,550,000 | ||
Shares issued (net of subscription receivable), shares | 4,577,043 | ||||
Shares issued for conversion of notes payable - related parties | $ 2,540 | 252,026 | 254,566 | ||
Shares issued for conversion of notes payable - related parties, shares | 25,409,544 | ||||
Options granted | 190,127 | 190,127 | |||
Beneficial issuance feature of shares on debt instrument | $ 10 | 105,516 | 105,526 | ||
Beneficial issuance feature of shares on debt instrument, shares | 100,000 | ||||
Net loss | (7,254,006) | (7,254,006) | |||
Ending balance at Dec. 31, 2020 | $ 6,473 | 6,467,783 | (7,956,000) | (1,481,744) | |
Ending balance, shares at Dec. 31, 2020 | 64,727,449 | ||||
Stock based compensation | $ 36 | 368,213 | 368,249 | ||
Stock based compensation, shares | 368,249 | ||||
Options granted | 49,213 | 49,213 | |||
Debt discount | $ 3 | 29,997 | 30,000 | ||
Debt discount, shares | 30,000 | ||||
Issuance of acquisition shares | $ 60 | 599,940 | 600,000 | ||
Issuance of acquisition shares, shares | 600,000 | ||||
Net loss | (1,348,155) | (1,348,155) | |||
Ending balance at Mar. 31, 2021 | $ 6,572 | $ 7,515,146 | $ (9,304,155) | $ (1,782,437) | |
Ending balance, shares at Mar. 31, 2021 | 65,725,698 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net Loss | $ (1,348,155) | $ (382,886) | $ (701,994) | $ (7,254,006) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||||
Stock based compensation | 417,462 | 57,201 | 4,624,708 | |
Depreciation and amortization | 118,744 | 87,071 | 165,230 | 451,533 |
Amortization of debt discount | 75,000 | 19,069 | 248,713 | |
Loss on settlement | 300,000 | |||
Loss on change of fair market value | 50,000 | |||
Loss on conversion of notes payable- related party | 14,999 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (32,912) | (26,053) | (25,514) | (168,126) |
Inventory | 7,363 | 10,701 | (36,605) | (4,450) |
Prepaid expenses and other current assets | (98,004) | 3,350 | (30,230) | (129,848) |
Accounts payable and accrued expenses | 48,391 | 36,403 | (29,057) | (81,574) |
Accounts payable and accrued expenses - related party | (93,469) | (5,163) | 51,125 | 355,381 |
Net cash used in operating activities | (905,579) | (276,577) | (515,776) | (1,607,669) |
Cash flows from investing activities: | ||||
Acquisition of EzFill FL, LLC | (175,000) | |||
Acquisition of fixed assets | (23,841) | (6,425) | (43,429) | (24,075) |
Net cash used in investing activities | (23,841) | (6,425) | (218,429) | (24,075) |
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock | 335,000 | 430,000 | 1,550,000 | |
Proceeds from issuance of note payable | 1,154,673 | |||
Proceeds from issuance of related party debt | 300,000 | 20,000 | 440,000 | 20,000 |
Repayment of debt | (8,393) | (4,324) | (18,813) | (14,939) |
Repayment of related party debt | (14,231) | (45,341) | (84,890) | (227,211) |
Net cash provided by financing activities | 277,376 | 305,335 | 766,297 | 2,482,523 |
Net change in cash and cash equivalents | (652,044) | 22,333 | 32,092 | 850,779 |
Cash and cash equivalents at beginning of period | 882,870 | 32,092 | 32,092 | |
Cash and cash equivalents cash at end of period | 230,826 | 54,425 | 32,092 | 882,870 |
Noncash financing activity: | ||||
Assets acquired for stock in related party company | 101,000 | |||
Debt Discount | 30,000 | 237,536 | 105,526 | |
Acquisition of Neighborhood Fuel | 700,000 | 700,000 | ||
Shares issued upon conversion of debt | 400,000 | 220,000 | ||
Vehicles acquired with notes | 198,087 | 280,282 | 62,400 | |
Shares issued - acquisition of Neighborhood Fuel | 600,000 | |||
Shares issued to founders | 2,500 | |||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 37,343 | 18,072 | 22,128 | 41,142 |
Cash paid for taxes |
Nature of Organization and Summ
Nature of Organization and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Organization and Summary of Significant Accounting Policies | (1) Nature of Organization and Summary of Significant Accounting Policies Nature of Organization EzFill Holdings, Inc. (the Company) 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 The Company has prepared these financial statements in accordance with GAAP for interim financial statements. Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While management believes the disclosures presented are adequate for interim reporting, these interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto as of and for the year ended December 31, 2020. In the opinion of management, all adjustments and eliminations, consisting of normal recurring adjustments, necessary for a fair representation of the Company’s financial statements for the interim period reported, have been included. The results for the three months ended March 31, 2021, are not necessarily indicative of results to be expected for the year ending December 31, 2021, or for any other interim period or for any future year. Use of Estimates 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 valuation allowance for deferred tax assets, depreciation 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. 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 March 31, 2021 and December 31, 2020, the Company had $230,826 and $882,870 in cash and cash equivalents, respectively. 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 March 31, 2021 and December 31, 2020, the allowance was $0 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 March 31, 2021 and December 31, 2020, the allowance was $0 in the consolidated financial statements. Concentrations Major Customers For the three months ended March 31, 2021, the Company had one customer that made up 55% of revenue. For the three months ended March 31, 2020, the Company had one customer that made up 13% of revenue. The Company had one customer that made up 47% of accounts receivable as of March 31, 2021 and 68% of accounts receivable as of December 31, 2020. Major Vendors The Company purchases substantially all of its fuel from one vendor. Deferred Offering Costs The Company includes offering costs directly associated with its IPO in prepaid expenses and deferred offering costs in the consolidated balance sheet. Upon the completion of this offering, deferred offering costs will be offset against additional paid in capital. As of March 31, 2021 and December 31, 2020, the Company recorded $199,097 and $153,597 to deferred offering costs. Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the three months ended March 31, 2021 and 2020 of approximately $34,000 and $33,000, respectively. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes 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 | (1) Nature of Organization and Summary of Significant Accounting Policies Nature of Organization EzFill Holdings, Inc. (the Company) was incorporated on March 28, 2019 in the State of Delaware and operates in South Florida providing an on-demand mobile gas delivery service. Basis of Presentation The Company’s financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019. Use of Estimates 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 valuation allowance for deferred tax assets, depreciation 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. 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 December 31, 2020 and 2019, the Company had $882,870 and $32,092 in cash and cash equivalents, respectively. Concentrations Major Customers The Company had one customer that made up 10% of accounts receivable as of December 31, 2019. For the period ended December 31, 2019, the Company had no customers that made up 10% or more of revenue. The Company had one customer that made up 68% of accounts receivable as of December 31, 2020. For the year ended December 31, 2020, the Company had two customers that made up 10% or more of revenues individually, 38% and 11%, respectively. Major Vendors The Company purchases substantially all of its fuel from one vendor. 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. The Company believes all of its receivables at December 31, 2020 and 2019 are collectible and therefore, no allowance has been recorded. 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 December 31, 2020 and 2019, the allowance was $0 in the consolidated financial statements. Deferred Offering Costs The Company includes offering costs directly associated with its IPO in prepaids and deferred offering costs in the consolidated balance sheet. Upon the completion of this offering, deferred offering costs will be offset against additional paid in capital. As of December 31, 2020 and 2019, the Company recorded $153,597 and $20,000 to deferred offering costs. Property, Equipment and Depreciation Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. Property and Equipment Useful Life Equipment 5 years Automobiles 5 years Acquisitions and Intangible Assets The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. The consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition. The judgments that the Company makes in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. The Company generally uses either the income, cost or market approach to aid in their conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. The Company amortizes finite lived intangible assets over their estimated useful lives, which range between two and five years as follows: Intangible Asset Useful Life Customer list 5 years Mobile app 3 years Non-Compete 2 years Trade name 5 years Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. The Company uses quoted market prices when available and independent appraisals and management estimates of future operating cash flows, as appropriate, to determine fair value. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these items and current payment expected. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. ASC 825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Revenue Recognition The Company generates its revenue from mobile gas 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 Financial Accounting Standards Board (FASB) issued 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 and amounts collected on behalf of third parties. 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. Convertible Debt The Company considers guidance within ASC 470-20, Debt Interest Beneficial Conversion Feature. Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019 of approximately $34,000 and $33,000, respectively. Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The tax years subject to examination include the years 2019 and forward. When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect results of operations, financial position and cash flows. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2020 or 2019, and has not recognized interest and/or penalties during the period since there are no material unrecognized tax benefits. 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 Stock-based compensation The Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued and those issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Compensation expense from stock awards is expensed over the service period. Forfeitures are recognized as they occur. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The adoption of Topic 606 did not have a material impact to revenues and net loss presented in the consolidated statements of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. Reclassifications Certain amounts have been reclassified in order to be consistent with the presentation. |
Going Concern
Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | (2) Going concern 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 a net loss since inception and does not have sufficient revenues and income to fully fund the operations. Because of the significance of these events, the Company may not be able to meet its recurring business obligations, and it further raises substantial doubt about the Company’s ability to continue as a going concern. As a result, the Company has relied on loans from stockholders and others as well as stock sales to fund its activities to date. For the three months ended March 31, 2021, the Company had a net loss of $1,348,155. At March 31, 2021, the Company had an accumulated deficit of $9,304,155 and a working capital deficit of $2,735,874. The Company anticipates that it will continue to incur losses in future periods until the Company is successful in significantly increasing its revenues, if ever, particularly in light of the adverse impact of the Covid-19 pandemic on its Company’s operations. The Company plans to mitigate significant events which currently preclude it from continuing as a going concern by raising funds in this Offering and generating positive free cashflow from ongoing business operations. There are no assurances that the Company will be able to raise its revenues to a level which supports profitable operations and provides sufficient funds to pay its obligations. If the Company is unable to meet those obligations or to complete this Offering, the Company’s existing business and operations will be in jeopardy. The Company could be forced to cease its operations. The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. | (2) Going concern 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 a net loss since inception and does not have sufficient revenues and income to fully fund the operations. Because of the significance of these events, the Company may not be able to meet its recurring business obligations, and it further raises substantial doubt about the Company’s ability to continue as a going concern. As a result, the Company has relied on loans from stockholders and others as well as stock sales to fund its activities to date. For the year ended December 31, 2020, the Company had a net loss of $7,254,006. At December 31, 2020, the Company had an accumulated deficit of $7,956,000 and a working capital deficit of $2,459,829 The Company anticipates that it will continue to incur losses in future periods until the Company is successful in significantly increasing its revenues, if ever, particularly in light of the adverse impact of the Covid-19 pandemic on its Company’s operations. The Company plans to mitigate significant events which currently preclude it from continuing as a going concern by raising funds in this Offering and generating positive free cashflow from ongoing business operations. There are no assurances that the Company will be able to raise its revenues to a level which supports profitable operations and provides sufficient funds to pay its obligations. If the Company is unable to meet those obligations or to complete this Offering, the Company’s existing business and operations will be in jeopardy. The Company could be forced to cease its operations. The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | (3) Related Party Transactions During the three months ended March 31, 2021, the Company issued notes payable to related parties totaling $300,000. Remaining principal balance on this and other related party notes was $584,168 at March 31, 2021, net of unamortized discount of $30,000. As of , the Company had accounts payable and accrued liabilities due to related parties of $1,928,471 and $2,621,940, respectively. During the three months ended March 31, 2021, Company issued 205,000 and -0- shares of common stock to executives and other employees as a signing bonus, respectively, and recorded related stock-based compensation expense of $205,000 and $0, respectively. | (3) Related Party Transactions During the twelve months ended December 31, 2020 and 2019, the Company issued convertible notes payable to related parties totaling $-0- and $-0-, net of debt discount of $-0- and $620,000. During the twelve months ending December 31, 2020 and 2019, related parties converted principal to equity for $254,566 and $400,000, respectively, including accrued unpaid interest. During the twelve months ended December 31, 2020 and 2019, $870 and $10,123 of the debt discount was amortized on these convertible notes. The Company issued 25,409,544 and 2,500,000 shares of common stock for conversion of related party convertible notes from debt to equity, respectively, during the twelve months ended December 31, 2020 and 2019, respectively, including accrued unpaid interest at time of conversion. Remaining principal balance on related party convertible notes was $-0- at December 31, 2020. See note 9. Balance of the related party convertible notes at December 31, 2020 and 2019, net of unamortized debt discount, was $-0- and $10,123, respectively. During the twelve months ended December 31, 2020 and 2019, the Company issued notes payable to related parties totaling $20,000 and $630,500, net of debt discount of $5,526 and $27,256 along with 56,000 and 224,000 stock options, respectively. During the twelve months ended December 31, 2020 and 2019, total payments of $227,211 and $84,890 were made on outstanding related party notes payable, and $23,836 and $8,946 of the total debt discount was amortized, respectively. Remaining principal balance, net of unamortized debt discount, on related party notes payable as of December 31, 2020 and 2019 was $270,645 and $527,300, respectively. See note 8. As of , 2020 and 2019, the Company had accounts payable and accrued liabilities due to related parties of $2,621,940 and $51,125, respectively. These liabilities are due to purchases of fuel, accrued interest on related party notes, and accrued executive payroll. On April 5, 2019, the Company issued a total of 25,000,000 shares of common stock to the two founders. On April 11, 2019, the Company entered into an employment agreement with a former owner of a business sold to the Company. The agreement calls for an annual salary of $75,000, an annual bonus of $25,000 and an annual raise of up to 5% of the total salary based upon an annual review. As per the agreement, 1,375,000 shares of the Company’s common stock are to be issued and held in escrow by the Company’s legal counsel and disbursed in equal one-third (1/3) increments on each anniversary of the employment. Stock-based compensation was recognized in the year ending December 31, 2020 and the period ending December 31, 2019 in the amounts of $76,063 and $57,063, respectively. See note 11. In December 2020, the Company issued 2,000,000 shares of common stock to related parties for consulting services. Stock-based compensation was recognized in the year ending December 31, 2020 of $2,000,000. See note 11. During the twelve months ended December 31, 2020 and 2019, the Company issued 500,000 and -0- shares of common stock to executives and other employees as a signing bonus, respectively. The Company recorded stock-based compensation expense of $500,000 and $-0- during the twelve months ended December 31, 2020 and the period ended December 31, 2019, respectively. The Company entered into a consulting agreement, dated November 18, 2020 with Balance Labs, Inc., the President of which is the former President of the Company and beneficial owner of approximately 37% of the Company’s shares. Pursuant to the agreement, Balance Labs will provide various consulting services to the Company going forward. In payment of services that Balance Labs has already provided, the Company issued Balance Labs 1,000,000 shares of its common stock and upon the completion of its initial public offering we will make a one-time payment of $200,000 to Balance Labs. During the first year of the term of the agreement, the Company will pay Balance Labs $25,000 per month, provided that no payments will be due until after the completion of our initial public offering. In the second year of the agreement, the payment will decrease to $22,500 per month. On each anniversary of the initial term and the renewal terms the Company will issue Balance Labs 500,000 shares of its common stock. |
Fixed Assets
Fixed Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets | (4) Fixed Assets Fixed assets consisted of the following: Description March 31, 2021 December 31, 2020 Fixed assets: Equipment $ 58,645 $ 42,643 Leasehold improvements 7,840 - Vehicles 529,742 529,742 Total Fixed Assets 596,227 572,385 Accumulated Depreciation (172,579 ) (143,818 ) Fixed assets, net $ 423,648 $ 428,567 Depreciation expense totaled $28,761 and $19,881 for the three months ended March 31, 2021 and 2020, respectively. | (4) Fixed Assets Fixed assets consisted of the following: Description December 31, 2020 December 31, 2019 Fixed assets: Equipment $ 42,643 $ 34,804 Vehicles 529,742 330,920 Total Fixed Assets 572,385 365,724 Accumulated Depreciation (143,818 ) (29,427 ) Fixed assets, net $ 428,567 $ 336,297 Depreciation expense totaled $114,391 and $29,427 for the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | (5) Intangible Assets Intangible assets consisted of the following: Description March 31, 2021 December 31, 2020 Indefinite lived intangible assets: Goodwill $ 109,983 $ 109,983 Total indefinite lived intangible assets $ 109,983 $ 109,983 Finite lived intangible assets consisted of the following: Other intangible assets: Trademarks $ 103,258 $ 103,258 Software 504,314 504,314 Customer list 855,073 855,073 Non-compete 858 858 Total other intangible assets $ 1,463,503 $ 1,463,503 Accumulated amortization (562,929 ) (472,944 ) Total other intangible assets, net $ 900,574 $ 990,559 Amortization expense on intangible assets totaled $89,985 and $67,190 for the three months ended March 31, 2021 and 2020, respectively. Future amortization schedule for intangible assets is as follows: 2021 (April-December) $ 269,952 2022 359,936 2023 270,686 Total $ 900,574 | (5) Intangible Assets Intangible assets consisted of the following: Description December 31, 2020 December 31, 2019 Indefinite lived intangible assets: Goodwill $ 109,983 $ 108,707 Total indefinite lived intangible assets $ 109,983 $ 108,707 Finite lived intangible assets consisted of the following: Other intangible assets: Trademarks $ 103,258 $ 52,699 Software 504,314 252,423 Customer list 855,073 459,657 Non-compete 858 - Total other intangible assets $ 1,463,503 $ 764,779 Accumulated amortization (472,944 ) (135,803 ) Total other intangible assets, net $ 990,559 $ 628,976 Amortization expense on intangible assets totaled $337,141 and $135,803 for the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019, respectively. See also note 13. Future amortization schedule for intangible assets is as follows: 2021 $ 360,445 2022 360,445 2023 269,669 Total $ 990,559 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Liabilities | (6) Accounts Payable and Accrued Liabilities The Company had accounts payable and accrued liabilities as follows: March 31, 2021 December 31, 2020 Accounts Payable and Accrued Liabilities: Accounts payable $ 24,500 $ 4,076 Accrued expenses 64,383 68,290 Accrued interest 75,973 44,099 Total Accounts Payable and Accrued Liabilities 164,856 116,465 Accounts Payable and Accrued Liabilities – Related Parties: Accounts payable - fuel 245,608 211,523 Accrued payroll 32,863 160,417 Settlement payable 300,000 300,000 Acquisition consideration payable in shares 750,000 750,000 Signing and performance bonus payable in shares 600,000 1,200,000 Total Accounts Payable and Accrued Liabilities, Related Parties $ 1,928,471 $ 2,621,940 | (6) Accounts Payable and Accrued Liabilities The Company had accounts payable and accrued liabilities at December 31, 2020 and December 31, 2019 as follows: December 31, 2020 December 31, 2019 Accounts Payable and Accrued Liabilities: Accounts payable $ 4,076 $ 8,295 Accrued expenses 68,290 32,994 Accrued interest 44,099 36,653 Total Accounts Payable and Accrued Liabilities 116,465 77,942 Accounts Payable and Accrued Liabilities – Related Parties: Accounts payable - fuel 211,523 51,125 Accrued payroll 160,417 - Acquisition consideration payable in shares 750,000 - Settlement payable 300,000 - Signing and performance bonus payable in shares 1,200,000 - Total Accounts Payable and Accrued Liabilities, Related Parties $ 2,621,940 $ 51,125 |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable | (7) Notes Payable On November 24, 2020 the Company issued a note payable in the amount of $1,000,000; the loan bears interest at a rate of 1% per month; the maturity date on the loan is April 21, 2021; the Company has 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 recorded a $100,000 debt discount, of which $75,000 was amortized during the three months ended March 31, 2021. 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 bear interest at a rate of 1% per month. The principal and interest thereon are 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. The value of the shares has been recorded as a debt discount for $30,000 and is being amortized to interest over a one-year period. Maturities of long-term debt (including related parties) as of March 31, 2021 are as follows: 2021 (April to December) $ 1,112,021 2022 307,371 2023 35,467 2024 403,526 2025 14,082 Total $ 1,872,467 | (7) Notes Payable On April 9, 2019, as part of an asset purchase agreement, the Company assumed promissory notes in the total amount of $113,281 related to the purchased assets (see note 13). These notes are secured by Company vehicles, bear interest at rates ranging from 3.75% to 7.44% and mature at various dates ranging from January 26, 2022 through December 17, 2023. During the period ending December 31, 2019, principal payments of $18,813 were made. During the year ended December 31, 2020, principal payments of $14,940 were made. As of December 31, 2020 and 2019, remaining principal balance on these notes was $94,469 and $79,529, respectively. On November 24, 2020 the Company issued a note payable in the amount of $1,000,000; the loan bears interest at a rate of 1% per month; the maturity date on the loan is April 21, 2021; the Company has 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 recorded a $100,000 debt discount during the twelve months ended December 31, 2020. The Company recorded amortization of debt discount on this loan of $25,000 for the twelve months ended December 31, 2020. On December 2, 2020, the Company issued a promissory note related to the purchase of a vehicle in the amount of $62,400. The promissory note bears an interest rate of 6.8% and matures on November 2, 2025. During the period ending December 31, 2020, there were no principal payments on the note. Maturities of long-term debt (including related parties) as of December 31, 2020 are as follows: 2021 $ 1,074,067 2022 184,237 2023 46,147 2024 230,000 2025 15,640 Total $ 1,550,091 |
Notes Payable - Related Party
Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Party | (8) Notes Payable – related party On April 4, 2019, the Company issued a note payable to a related party in the amount of $200,000. This note is unsecured, bears interest at 10% and matures on April 4, 2024. $150,000 of this note payable is guaranteed by a separate related party plus 5% interest. As of December 31, 2020 and 2019, outstanding principal balance on note payable with related party is $200,000 and $200,000, respectively. On May 6, 2019, the Company issued a note payable to a related party in the amount of $20,000. This note is unsecured, bears interest at 10% and matures on May 6, 2024. On May 8, 2019, the Company issued a note payable to a related party in the amount of $20,000. This note is unsecured, bears interest at 10% and matures on May 8, 2024. On July 1, 2019, the Company issued two notes payable with related parties in the amount of $20,000. These notes are unsecured, bear interest at 10% and mature on July 8, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this note payable, the noteholders were granted 56,000 stock options at an exercise price of $0.36 per share. The options granted were valued using the Black Scholes method (see note 11) and a debt discount of $6,281 was allocated to the promissory notes based on the relative fair value of options granted. As of December 31, 2020, $6,281 of this debt discount had been amortized to the value of the notes. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. On July 12, 2019, the Company issued two notes payable with related parties in the amount of $20,000. This note is unsecured, bears interest at 10% and matures on July 12, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this notes payable, the noteholders were granted 56,000 stock options at an exercise price of $0.36 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $6,280 was allocated to these promissory notes based on the relative fair value of options granted. As of December 31, 2020, $6,280 of this debt discount had been amortized to the value of the notes. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. On July 17, 2019, the Company issued a note payable to a related party in the amount of $37,000. This note is secured by a Company vehicle, bears interest at 3.5% and matures on August 18, 2021. During the year ended December 31, 2019, principal payments of $7,504 were made. During the year ended December 31, 2020, principal payments of $26,442 were made. On July 29, 2019, the Company issued two notes payable to a related party in the amount of $20,000. These notes are unsecured, bear interest at 10% and matures on July 29, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this notes payable, the noteholders were granted 56,000 stock options at an exercise price of $0.36 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $6,278 was allocated to the promissory notes based on the relative fair value of options granted. As of December 31, 2020, $6,278 of this debt discount had been amortized to the value of the notes. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. On December 5, 2019, the Company issued a note payable to a related party in the amount of $5,000. This note is unsecured, bears interest at 10% and matures on July 12, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this note payable, the noteholder was granted 14,000 stock options at an exercise price of $0.36 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $1,853 was allocated to this promissory note based on the relative fair value of options granted. As of December 31, 2020, $1,853 of this debt discount had been amortized to the value of the note. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the note payable to related party in full. On December 12, 2019, the Company issued a note payable to a related party in the amount of $130,000. This note is secured by a Company vehicle, bears interest at 5.25% and matures on January 18, 2020. During the year ended December 31, 2020, principal payments of $34,655 were made. On December 5, 2019, the Company issued two notes payable to related parties in the amount of $10,000. These notes are unsecured, bear interest at 10% and matures on December 24, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this notes payable, the noteholder was granted 28,000 stock options at an exercise price of $0.36 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $2,682 was allocated to the promissory notes based on the relative fair value of options granted. As of December 31, 2020, $2,682 of this debt discount had been amortized to the value of the notes. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. On December 24, 2019, the Company issued two notes payable to related parties in the amount of $10,000. The notes are unsecured, bears interest at 10% and matures on December 24, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this notes payable, the noteholder was granted 28,000 stock options at an exercise price of $0.166 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $3,882 was allocated to the promissory notes based on the relative fair value of options granted. As of December 31, 2020, $3,882 of this debt discount had been amortized to the value of the notes. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. On January 17, 2020, the Company issued two notes payable to related parties in the amount of $20,000. The notes are unsecured, bear interest at 10% and mature on January 17, 2021 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. In consideration of this note payable, the noteholder was granted 56,000 stock options at an exercise price of $0.166 per share. These options were valued using the Black Scholes method (see note 11) and a debt discount of $5,526 was allocated to this promissory note based on the relative fair value of options granted. As of December 31, 2020, $5,526 of this debt discount had been amortized to the value of the note. During the twelve months ended December 31, 2020, the Company repaid the principal balance of the notes payable to related parties in full. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable - Related Party | (9) Convertible notes payable – related party On April 4, 2019, the Company issued two convertible notes payable to related parties in the amount of $200,000. These notes are unsecured, bear interest at 10% and mature on April 4, 2024. On or before the maturity date, the noteholders have the option to convert the full amount due under the convertible note agreements into common shares at a price of $0.01 per share, plus accrued unpaid interest. The note holders of the convertible promissory notes received the benefit of a deemed conversion price that was below the estimated fair value of the Company’s common stock at the time of issuance. The fair value of this beneficial conversion feature was estimated to be $200,000. A debt discount was recorded in the amount of $200,000 and amortized to interest expense using the effective interest method over the term of the convertible promissory note. During the twelve months ended December 31, 2020, $200,000 of the convertible notes payable converted into 22,868,588 shares of common stock, including accrued unpaid interest. At December 31, 2020, the convertible notes payable with related parties principal balance was repaid in full. On April 9, 2019, the Company acquired a convertible note payable to a related party in the amount of $533,500. This note is unsecured, bears interest at 4% and matures on July 1, 2020. This shall be reduced by monthly payments of $10,000 beginning on May 1, 2019. At any time during the term of this convertible note, the Noteholder has the option to convert the outstanding amount due into shares of the Company’ common stock at 15% discount. This convertible note has a default rate of 12% per year. On April 9, 2019, $400,000 of this convertible note payable was converted into 2,500,000 shares of common stock (see note 12) and the Company recorded a $14,999 loss on conversion of the note. Principal repayments of $77,386 and $56,114 were made during the periods ended December 31, 2019 and 2020, respectively. During the twelve months ended December 31, 2020, the convertible note principal balance with related party was repaid in full. On July 1, 2019, the Company issued two convertible notes payable to related parties in the amount of $20,000. This note is unsecured, bears interest at 10% and matures on July 1, 2024 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. On or before the maturity date, the Noteholder has the option to convert the full amount due under this convertible note into common shares at a price of $0.01 per share, plus accrued unpaid interest. The holder of the above convertible promissory note received the benefit of a deemed conversion price that was below the estimated fair value of the Company’s common stock at the time of issuance. The fair value of this beneficial conversion feature was estimated to be $20,000. A debt discount was recorded in the amount of $20,000 and amortized to interest expense using the effective interest method over the term of the convertible promissory note. During the twelve months ended December 31, 2020, $20,000 of the notes payable with related parties converted into 2,306,858 shares of common stock, including accrued unpaid interest. During the twelve months ended December 31, 2020, the convertible notes payable with related parties was repaid in full. |
SBA PPP Loan
SBA PPP Loan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SBA PPP Loan | (8) SBA PPP Loan On April 20, 2020, the Company received loan proceeds in the amount of $154,673 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, it cannot be assured that it will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. As of March 31, 2021, no repayments have been made. | (10) SBA PPP Loan On April 20, 2020, the Company received loan proceeds in the amount of $154,673 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, it cannot assure you that it will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. As of December 31, 2020, no repayments have been made. |
Shareholders Equity
Shareholders Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shareholders Equity | (9) Shareholders Equity Common stock During the three months ended March 31, 2020, 3,427,043 shares of common stock were sold for cash proceeds of $400,000, of which $65,000 was subscribed at March 31, 2020 and paid subsequently. During the three months ended March 31, 2021, the Company issued 205,000 shares of common stock to executives and other employees as a signing bonus. The Company recorded stock-based compensation expense of $205,000. During the three months ended March 31, 2021 the Company issued 63,249 and 100,000 shares of common stock for sponsorship and consulting services, respectively. The Company recorded stock-based compensation expense of $163,249. Stock Options The following table represents option activity during the three months ended March 31, 2021: Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at December 31, 2020 557,506 $ 0.45 3.9 Options granted 67,502 0.60 4.8 Vested and Exercisable at March 31, 2021 625,008 0.47 4.0 Pursuant to certain sponsorship agreements, during the quarter ended March 31, 2021, 67,502 stock options were granted. As of March 31, 2021, there was a total of 625,008 stock options outstanding, all vested, of which 280,000 were granted to founders in connection with promissory notes issued by the Company and 345,008 granted in connection with sponsorship agreements. The options are exercisable for five years from the dates of grant, which were from July 2019 to March 2021. The options all vested immediately upon grant and have exercise prices ranging from $0.17 to $0.60. The options with sponsors could terminate earlier than five years if certain conditions occur. One of the sponsorship agreements was terminated effective February 2021. The remaining sponsor will continue to be granted 5,834 options per month until the Company completes its IPO, after which the sponsor will be granted fully vested shares for $3,500 per month based on the closing share price on the date of each grant. The fair value of the stock options granted during the three months ended March 31, 2021 of $49,213 was determined using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of approximately 2%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of approximately 79%. The intrinsic value of options outstanding at March 31, 2021 and December 31, 2020 was approximately $331,000 and $307,000, respectively. | (11) Shareholders/ Equity Common stock On April 5, 2019, 25,000,000 shares of common stock were issued to the two founders of the Company as founders shares. On April 9, 2019, a note payable in the amount of $400,000 was converted to 2,500,000 shares of common stock and the Company recorded $14,999 as a loss on conversion (see Note 9). On April 11, 2019, the Company entered into an employment agreement with a former owner of a business sold to the Company (see note 3). Total stock compensation of $76,083 and $57,063 was recognized as of December 31, 2020 and 2019, respectively, based on the fair value of shares at April 11, 2019. During the periods ended December 31, 2020 and 2019, 4,577,043 and 2,590,364 shares of common stock were sold for cash proceeds of $1,550,000 and $430,000 respectively. During the twelve months ended December 31, 2020 and 2019, the Company issued 500,000 and -0- shares of common stock to executives and other employees as a signing bonus, respectively. The Company recorded stock-based compensation expense of $500,000 and $-0- during the twelve months ended December 31, 2020 and 2019, respectively. During the twelve months ended December 31, 2020 and 2019, the Company issued 2,645,498 and -0- shares of common stock for sponsorship and consulting services, respectively. The Company recorded stock-based compensation expense of $2,645,498 and $-0- during the twelve months ended December 31, 2020 and 2019, respectively. In November 2020, the Company issued 25,409,544 shares of common stock as conversion at $0.01 per share of previously issued convertible notes with related parties, including accrued interest. The Company issued 100,000 shares of common stock on December 2, 2020 to a lender for debt financing. The Company recorded a discount on this issuance of $100,000 during the twelve months ended December 31, 2020. Stock Options Pursuant to certain notes payable agreements and sponsorship agreements entered into during the periods ended December 31, 2020 and 2019, 333,506 and 224,000 stock options were granted, respectively (see note 8). The following table represents option activity during the periods ended December 31, 2020 and 2019: Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at March 28, 2019 — $ — Options granted 224,000 0.34 4.5 Vested and Exercisable at December 31, 2019 224,000 0.34 4.5 Options granted 333,506 0.53 4.5 Vested and Exercisable at December 31, 2020 557,506 $ 0.45 4.1 As of December 31, 2020, there was a total of 557,506 stock options outstanding, all vested, of which 280,000 were granted to founders in connection with promissory notes issued by the Company and 277,506 granted in connection with sponsorship agreements. The options are exercisable for five years from the dates of grant, which were from July 2019 to December 2020. The options all vested immediately upon grant and have exercise prices ranging from $0.17 to $0.60. The options with sponsors could terminate earlier than five years if certain conditions occur. The sponsors will continue to be granted a total of 30,834 options per month until the Company completes its IPO, after which the sponsors will be granted fully vested shares for a total of $18,500 per month based on the closing share price on the date of grant. The fair value of the stock options was determined using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of approximately 2%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility range of approximately 204%-228%. The intrinsic value of options outstanding at December 31, 2020 and 2019 was approximately $307,000 and $0, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | (10) Commitments and Contingencies On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to date, the Company is experiencing declining revenues from certain customers. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including expected collections on receivables. On February 19, 2020, the Company entered into an employment agreement with the seller of an acquired company. The agreement called for a signing bonus of $750,000 worth of the Company’s common stock to be valued based on the valuation of an initial public offering. In November 2020, the employment agreement was amended and acknowledged that both the $750,000 signing bonus and $450,000 in performance bonus had been fully earned, of which $600,000 was paid through the issuance of 600,000 shares in February 2021. At March 31, 2021, a total of $600,000 is reflected as an accrued liability. On June 25, 2020, the Company entered into a Severance and Release Agreement with a former consultant in which restricted stock will be issued to the consultant in the amount of $300,000 following the close of an initial public offering. At March 31, 2021, $300,000 was recorded as an accrued liability. Litigation The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters in accordance with the requirements of GAAP. 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 March 31, 2021 and December 31, 2020, the Company is not aware of any litigation, pending litigation, or other transactions that would require disclosure under GAAP. Lease Commitment The Company is renting office space on a month to month arrangement and the related lease commitment is not significant to the consolidated financial statements. | (12) Commitments and Contingencies On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to date, the Company is experiencing declining revenues from certain customers. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including expected collections on receivables. On February 19, 2020, the Company entered into an employment agreement with the seller of an acquired company. The agreement called for an annual salary of $100,000 with monthly commissions of 5% of gross margins to be paid contingent on bringing in revenues of $200,000 per month as well as a performance bonus of $500,000 of the Company’s common stock contingent at least $400,000 in revenues per month for at least three months in a row. The agreement also called for a signing bonus of $750,000 worth of the Company’s common stock to be valued based on the valuation of an initial public offering. In November 2020, the employment agreement was amended to include an increase in annual salary to $130,000 per year. In the amended agreement, the Company also acknowledged that both the $750,000 signing bonus and $450,000 in performance bonus had been fully earned. With the executed amendment, the Company recorded an additional $450,000 in bonus payable and stock compensation expense during the twelve months ended December 31, 2020, for a total of $1,200,000 reflected as an accrued liability at year-end. On June 25, 2020, the Company entered into a Severance and Release Agreement with a former consultant in which restricted stock will be issued to the consultant in the amount of $300,000 following the close of an initial public offering. As at December 31, 2020, $300,000 was recorded as an accrued liability and a loss on settlement. Litigation The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters in accordance with the requirements of GAAP. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries. As of December 31, 2020 and 2019, the Company is not aware of any litigation, pending litigation, or other transactions that would require disclosure under GAAP. Lease Commitment The Company is renting office space on a month to month arrangement and the related lease commitment is not significant to the consolidated financial statements. |
Business Combination
Business Combination | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Business Combination | (11) Business Combination On February 19, 2020, the Company entered into an Asset Purchase Agreement with Neighborhood Fuel, Inc. This acquisition was considered an acquisition of a business under ASC 805. As per the agreement, the Company purchased certain mobile fueling assets from Neighborhood Fuel, Inc. and assumed certain vehicle financing obligations. The Company purchased the assets with shares of the Company’s common stock equal to a purchase price of $750,000, to be paid on the earlier of the completion of the Company’s IPO or March 1, 2022. If the IPO occurs first, the seller will receive aggregate consideration in shares equal to $750,000 at the IPO price. If no IPO occurs by March 1, 2022, then the seller will receive aggregate consideration in shares equal to $750,000 based on a valuation of $35,000,000. A summary of the purchase price allocation at fair value is below. Purchase Allocation Customer list $ 395,416 Vehicles 198,087 Non-Compete 858 Mobile app 251,891 Trade name 50,559 Goodwill 1,276 $ 898,087 The purchase price was paid as follows: Common stock issuable $ 700,000 Vehicle obligations 198,087 $ 898,087 | (13) Business Combinations EzFill FL, LLC On April 9, 2019, the Company entered into an Asset Purchase Agreement with EzFill FL, LLC. This acquisition was considered an acquisition of a business under ASC 805. As per the terms of this agreement, the company acquired certain assets, including four vehicles and related delivery equipment, software/mobile application, the Company’s logo, website and customer lists. The seller was to be paid $100k of which, $35k was paid on the acquisition date and $65k to be paid out in 6 equal installments over a 6 month period as well as 100,000 shares of Balance Labs, Inc. common stock held by the Company. These shares were valued at the market price on the date of acquisition of $1.01 per share. Additionally, a $140k cash payment was made on date of acquisition to the prior management company, a $533,500 convertible note was issued to the Company’s fuel supplier (see note 9), and the Company assumed vehicle notes in the amount of $113,281 (See note 7). A summary of the purchase price allocation at fair value is below: Purchase Allocation Vehicles and delivery equipment $ 157,093 Customer list 459,657 Mobile app 252,423 Trade name 52,699 Goodwill 108,707 $ 1,030,579 The purchase price was paid as follows: Cash $ 175,000 Shares of Balance Labs 101,000 Acquisition payable 65,000 Assumed notes payable 647,579 Assumed accounts payable 42,000 $ 1,030,579 Neighborhood Fuel, Inc On February 19, 2020, the Company entered into an Asset Purchase Agreement with Neighborhood Fuel, Inc. This acquisition was considered an acquisition of a business under ASC 805. As per the agreement, the Company purchased certain mobile fueling assets from Neighborhood Fuel, Inc. and assumed certain vehicle financing obligations. The Company purchased the assets with shares of the Company’s common stock equal to a purchase price of $750,000, to be paid on the earlier of the completion of the Company’s IPO or March 1, 2022. If the IPO occurs first, the seller will receive aggregate consideration in shares equal to $750,000 at the IPO price. If no IPO occurs by March 1, 2022, then the seller will receive aggregate consideration in shares equal to $750,000 based on a valuation of $35,000,000. The valuation of this contingent purchase price was performed using a Monte Carlo simulation that is to be revalued each period until settled. The initial fair value of these shares was $700,000 using the Monte Carlo simulation. At December 31, 2020, the fair value of these shares was $750,000 using the Monte Carlo simulation. The difference of $50,000 was recognized in earnings as a loss on change of fair market value at December 31, 2020. A summary of the purchase price allocation at fair value is below. Purchase Allocation Customer list $ 395,416 Vehicles 198,087 Non-Compete 858 Mobile app 251,891 Trade name 50,559 Goodwill 1,276 $ 898,087 The purchase price was paid as follows: Common stock issuable $ 700,000 Vehicle obligations 198,087 $ 898,087 Transaction costs related to the acquisitions were not material. The accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the period from March 28, 2019 (inception) to December 31, 2019 assuming the acquisition occurred on March 28, 2019 (inception). December 31, 2019 Summary Statement of Operations EzFill Holdings Neighborhood Fuel Combined Revenue $ 1,221,285 $ 1,788,149 $ 3,009,434 Net Loss $ (701,994 ) $ (292,785 ) $ (994,779 ) Net Loss per common share – basic and diluted $ (0.02 ) $ (0.03 ) Weighted average common shares – basic and diluted 29,803,362 29,803,362 The accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the year ended December 31, 2020 assuming the acquisition occurred on January 1, 2020. December 31, 2020 Summary Statement of Operations EzFill Holdings Neighborhood Fuel Combined Revenue $ 3,586,244 $ 23,689 $ 3,609,933 Net Loss $ (7,254,006 ) $ (13,047 ) $ (7,267,053 ) Net Loss per common share – basic and diluted $ (0.19 ) $ (0.19 ) Weighted average common shares – basic and diluted 38,194,632 38,194,632 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | (12) Income Taxes Book income before taxes was negative for the three months ended March 31, 2021. Tax expense for the three months ended March 31, 2021 and 2020 was $0. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The tax years subject to examination include the years 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. | (14) Income Taxes The components of the deferred tax assets at December 31, 2020 and 2019 were as follows: 2020 2019 Deferred tax assets: Stock-based compensation 478,922 - Amortization of debt discount 19,125 - Loss on settlement and change in fair value 76,500 - Change in fair value 12,750 - Intangibles 79,029 19,794 Net operating loss 1,364,501 160,627 Total gross deferred tax asset 2,030,828 180,421 Deferred tax liabilities: Depreciation (3,622 ) (1,811 ) Less: Valuation allowances (2,027,206 ) (178,610 ) Net deferred tax asset $ - $ - The Company has recorded various deferred tax assets and liabilities as reflected above. In assessing the ability to realize the deferred tax assets, management considers, whether it is more likely than not, that some portion, or all of the deferred tax assets and liabilities will be realized. The ultimate realization is dependent on generating sufficient taxable income in future years. The valuation allowance is equal to 100% of the net deferred tax asset. Given recurring losses, the Company cannot conclude that it is more likely than not that such assets will be realized, therefore a full valuation allowance has been recorded. The components of the income tax benefit and related valuation allowance for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current $ - $ - Deferred (1,848,596 ) (178,610 ) Valuation allowance 1,848,596 178,610 Total Tax Provision $ - $ - A reconciliation of the provision for income taxes for the years ended December 31, 2020 and 2019 as compared to statutory rates is as follows: 2020 2019 Provision at federal statutory rate of 21% (1,523,341 ) (147,419 ) Permanent differences, net 1,176 399 State income tax benefit (326,430 ) (31,590 ) Change in valuation allowance 1,848,596 178,610 Total income tax provision - - Net operating loss carryforwards at December 31, 2020 totaled approximately $5.4 million for tax purposes, which will be available to offset future taxable income. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | (13) Subsequent Events The Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued. On April 5, the Company raised $115,000 from the sale of 115,000 shares to an investor. On April 7, 2021, the Company entered into a Technology License Agreement, under which the Company will license proprietary technology that will enable the expansion of the Company’s service into certain other markets. Under the terms of the license, the Company issued 1,000,000 shares of its common stock to the licensor upon signing. The Company also issued 1,250,000 shares to the licensor in May 2021 upon the filing of a patent application related to the licensed technology. The Company will issue up to 3,450,000 additional shares to the licensor upon the achievement of certain milestones. In addition, the Company has granted stock options for 2,000,000 shares at an exercise price of $1.00 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 4,000,000 of its common shares. Until the Company exercise 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. On April 16, 2021, the Company raised $1,166,000 from debt financing and issued 400,000 warrants to the note holder. On April 21, 2021 and May 21, 2021, the Company exercised the option to extend the previous $1,000,000 loan for one month. In May 2021, a total of 272,500 shares were granted to employees. | (15) Subsequent Events The Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued. On April 5, the Company raised $115,000 from the sale of 115,000 shares to an investor. On April 7, 2021, the Company entered into a Technology License Agreement, under which the Company will license proprietary technology that will enable the expansion of the Company’s service into certain other markets. Under the terms of the license, the Company issued 1,000,000 shares of its common stock to the licensor upon signing. The Company also issued 1,250,000 shares to the licensor in May 2021 upon the filing of a patent application related to the licensed technology. The Company will issue up to 3,450,000 additional shares to the licensor upon the achievement of certain milestones. In addition, the Company has granted stock options for 2,000,000 shares at an exercise price of $1.00 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 4,000,000 of its common shares. Until the Company exercise 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. On April 16, 2021, the Company raised $1,166,000 from debt financing and issued 400,000 warrants to the note holder. On April 21, 2021 and May 21, 2021, the Company exercised the option to extend the previous $1,000,000 loan for one month. In May 2021, a total of 272,500 shares were granted to employees. |
Nature of Organization and Su_2
Nature of Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019. | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The Company has prepared these financial statements in accordance with GAAP for interim financial statements. Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While management believes the disclosures presented are adequate for interim reporting, these interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto as of and for the year ended December 31, 2020. In the opinion of management, all adjustments and eliminations, consisting of normal recurring adjustments, necessary for a fair representation of the Company’s financial statements for the interim period reported, have been included. The results for the three months ended March 31, 2021, are not necessarily indicative of results to be expected for the year ending December 31, 2021, or for any other interim period or for any future year. | |
Use of Estimates | Use of Estimates 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 valuation allowance for deferred tax assets, depreciation 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. | Use of Estimates 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 valuation allowance for deferred tax assets, depreciation 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. |
Cash and Cash Equivalents | 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 March 31, 2021 and December 31, 2020, the Company had $230,826 and $882,870 in cash and cash equivalents, respectively. | 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 December 31, 2020 and 2019, the Company had $882,870 and $32,092 in cash and cash equivalents, respectively. |
Accounts Receivable | 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 March 31, 2021 and December 31, 2020, the allowance was $0 in the consolidated financial statements. | 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. The Company believes all of its receivables at December 31, 2020 and 2019 are collectible and therefore, no allowance has been recorded. |
Inventory | 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 March 31, 2021 and December 31, 2020, the allowance was $0 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 December 31, 2020 and 2019, the allowance was $0 in the consolidated financial statements. |
Concentrations | Concentrations Major Customers For the three months ended March 31, 2021, the Company had one customer that made up 55% of revenue. For the three months ended March 31, 2020, the Company had one customer that made up 13% of revenue. The Company had one customer that made up 47% of accounts receivable as of March 31, 2021 and 68% of accounts receivable as of December 31, 2020. Major Vendors The Company purchases substantially all of its fuel from one vendor. | Concentrations Major Customers The Company had one customer that made up 10% of accounts receivable as of December 31, 2019. For the period ended December 31, 2019, the Company had no customers that made up 10% or more of revenue. The Company had one customer that made up 68% of accounts receivable as of December 31, 2020. For the year ended December 31, 2020, the Company had two customers that made up 10% or more of revenues individually, 38% and 11%, respectively. Major Vendors The Company purchases substantially all of its fuel from one vendor. |
Deferred Offering Costs | Deferred Offering Costs The Company includes offering costs directly associated with its IPO in prepaid expenses and deferred offering costs in the consolidated balance sheet. Upon the completion of this offering, deferred offering costs will be offset against additional paid in capital. As of March 31, 2021 and December 31, 2020, the Company recorded $199,097 and $153,597 to deferred offering costs. | Deferred Offering Costs The Company includes offering costs directly associated with its IPO in prepaids and deferred offering costs in the consolidated balance sheet. Upon the completion of this offering, deferred offering costs will be offset against additional paid in capital. As of December 31, 2020 and 2019, the Company recorded $153,597 and $20,000 to deferred offering costs. |
Property, Equipment and Depreciation | Property, Equipment and Depreciation Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. Property and Equipment Useful Life Equipment 5 years Automobiles 5 years | |
Acquisitions and Intangible Assets | Acquisitions and Intangible Assets The Company accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”) and ASC 350, Intangibles- Goodwill and Other (“ASC 350”). The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. The consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition. The judgments that the Company makes in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in periods following an asset acquisition. The Company generally uses either the income, cost or market approach to aid in their conclusions of such fair values and asset lives. The income approach presumes that the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information. The Company amortizes finite lived intangible assets over their estimated useful lives, which range between two and five years as follows: Intangible Asset Useful Life Customer list 5 years Mobile app 3 years Non-Compete 2 years Trade name 5 years | |
Long-lived Assets | Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. The Company uses quoted market prices when available and independent appraisals and management estimates of future operating cash flows, as appropriate, to determine fair value. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these items and current payment expected. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. ASC 825, Financial Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. | |
Revenue Recognition | Revenue Recognition The Company generates its revenue from mobile gas 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 Financial Accounting Standards Board (FASB) issued 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 and amounts collected on behalf of third parties. 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. | |
Convertible Debt | Convertible Debt The Company considers guidance within ASC 470-20, Debt Interest Beneficial Conversion Feature. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the three months ended March 31, 2021 and 2020 of approximately $34,000 and $33,000, respectively. | Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the year ended December 31, 2020 and the period from March 28, 2019 (date of inception) through December 31, 2019 of approximately $34,000 and $33,000, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes | Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The tax years subject to examination include the years 2019 and forward. When there are uncertainties related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities. The term “more likely than not” means a likelihood of more than 50 percent. Otherwise, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect results of operations, financial position and cash flows. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2020 or 2019, and has not recognized interest and/or penalties during the period since there are no material unrecognized tax benefits. |
Net loss per share | 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 | 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 |
Stock-based compensation | Stock-based compensation The Company accounts for employee stock awards for services based on the grant date fair value of the instrument issued and those issued to non-employees are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Compensation expense from stock awards is expensed over the service period. Forfeitures are recognized as they occur. | |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The adoption of Topic 606 did not have a material impact to revenues and net loss presented in the consolidated statements of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2018, the FASB issued ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. | |
Reclassifications | Reclassifications Certain amounts have been reclassified in order to be consistent with the presentation. |
Nature of Organization and Su_3
Nature of Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment Estimated Useful Life | Property and Equipment Useful Life Equipment 5 years Automobiles 5 years |
Schedule of Finite Lived Intangible Assets Estimated Useful Life | The Company amortizes finite lived intangible assets over their estimated useful lives, which range between two and five years as follows: Intangible Asset Useful Life Customer list 5 years Mobile app 3 years Non-Compete 2 years Trade name 5 years |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Fixed Assets | Fixed assets consisted of the following: Description March 31, 2021 December 31, 2020 Fixed assets: Equipment $ 58,645 $ 42,643 Leasehold improvements 7,840 - Vehicles 529,742 529,742 Total Fixed Assets 596,227 572,385 Accumulated Depreciation (172,579 ) (143,818 ) Fixed assets, net $ 423,648 $ 428,567 | Fixed assets consisted of the following: Description December 31, 2020 December 31, 2019 Fixed assets: Equipment $ 42,643 $ 34,804 Vehicles 529,742 330,920 Total Fixed Assets 572,385 365,724 Accumulated Depreciation (143,818 ) (29,427 ) Fixed assets, net $ 428,567 $ 336,297 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets consisted of the following: Description March 31, 2021 December 31, 2020 Indefinite lived intangible assets: Goodwill $ 109,983 $ 109,983 Total indefinite lived intangible assets $ 109,983 $ 109,983 Finite lived intangible assets consisted of the following: Other intangible assets: Trademarks $ 103,258 $ 103,258 Software 504,314 504,314 Customer list 855,073 855,073 Non-compete 858 858 Total other intangible assets $ 1,463,503 $ 1,463,503 Accumulated amortization (562,929 ) (472,944 ) Total other intangible assets, net $ 900,574 $ 990,559 | Intangible assets consisted of the following: Description December 31, 2020 December 31, 2019 Indefinite lived intangible assets: Goodwill $ 109,983 $ 108,707 Total indefinite lived intangible assets $ 109,983 $ 108,707 Finite lived intangible assets consisted of the following: Other intangible assets: Trademarks $ 103,258 $ 52,699 Software 504,314 252,423 Customer list 855,073 459,657 Non-compete 858 - Total other intangible assets $ 1,463,503 $ 764,779 Accumulated amortization (472,944 ) (135,803 ) Total other intangible assets, net $ 990,559 $ 628,976 |
Schedule of Amortization for Intangible Assets | Future amortization schedule for intangible assets is as follows: 2021 (April-December) $ 269,952 2022 359,936 2023 270,686 Total $ 900,574 | Future amortization schedule for intangible assets is as follows: 2021 $ 360,445 2022 360,445 2023 269,669 Total $ 990,559 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of Accounts Payable and Accrued Liabilities | The Company had accounts payable and accrued liabilities as follows: March 31, 2021 December 31, 2020 Accounts Payable and Accrued Liabilities: Accounts payable $ 24,500 $ 4,076 Accrued expenses 64,383 68,290 Accrued interest 75,973 44,099 Total Accounts Payable and Accrued Liabilities 164,856 116,465 Accounts Payable and Accrued Liabilities – Related Parties: Accounts payable - fuel 245,608 211,523 Accrued payroll 32,863 160,417 Settlement payable 300,000 300,000 Acquisition consideration payable in shares 750,000 750,000 Signing and performance bonus payable in shares 600,000 1,200,000 Total Accounts Payable and Accrued Liabilities, Related Parties $ 1,928,471 $ 2,621,940 | The Company had accounts payable and accrued liabilities at December 31, 2020 and December 31, 2019 as follows: December 31, 2020 December 31, 2019 Accounts Payable and Accrued Liabilities: Accounts payable $ 4,076 $ 8,295 Accrued expenses 68,290 32,994 Accrued interest 44,099 36,653 Total Accounts Payable and Accrued Liabilities 116,465 77,942 Accounts Payable and Accrued Liabilities – Related Parties: Accounts payable - fuel 211,523 51,125 Accrued payroll 160,417 - Acquisition consideration payable in shares 750,000 - Settlement payable 300,000 - Signing and performance bonus payable in shares 1,200,000 - Total Accounts Payable and Accrued Liabilities, Related Parties $ 2,621,940 $ 51,125 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Maturities of Long-Term Debt | Maturities of long-term debt (including related parties) as of March 31, 2021 are as follows: 2021 (April to December) $ 1,112,021 2022 307,371 2023 35,467 2024 403,526 2025 14,082 Total $ 1,872,467 | Maturities of long-term debt (including related parties) as of December 31, 2020 are as follows: 2021 $ 1,074,067 2022 184,237 2023 46,147 2024 230,000 2025 15,640 Total $ 1,550,091 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Option Activity | The following table represents option activity during the three months ended March 31, 2021: Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at December 31, 2020 557,506 $ 0.45 3.9 Options granted 67,502 0.60 4.8 Vested and Exercisable at March 31, 2021 625,008 0.47 4.0 | The following table represents option activity during the periods ended December 31, 2020 and 2019: Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at March 28, 2019 — $ — Options granted 224,000 0.34 4.5 Vested and Exercisable at December 31, 2019 224,000 0.34 4.5 Options granted 333,506 0.53 4.5 Vested and Exercisable at December 31, 2020 557,506 $ 0.45 4.1 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Fair Value of Purchase Price Allocation | A summary of the purchase price allocation at fair value is below. Purchase Allocation Customer list $ 395,416 Vehicles 198,087 Non-Compete 858 Mobile app 251,891 Trade name 50,559 Goodwill 1,276 $ 898,087 The purchase price was paid as follows: Common stock issuable $ 700,000 Vehicle obligations 198,087 $ 898,087 | A summary of the purchase price allocation at fair value is below: Purchase Allocation Vehicles and delivery equipment $ 157,093 Customer list 459,657 Mobile app 252,423 Trade name 52,699 Goodwill 108,707 $ 1,030,579 The purchase price was paid as follows: Cash $ 175,000 Shares of Balance Labs 101,000 Acquisition payable 65,000 Assumed notes payable 647,579 Assumed accounts payable 42,000 $ 1,030,579 |
Schedule of Pro Forma Combined Statements of Operations | The accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the period from March 28, 2019 (inception) to December 31, 2019 assuming the acquisition occurred on March 28, 2019 (inception). December 31, 2019 Summary Statement of Operations EzFill Holdings Neighborhood Fuel Combined Revenue $ 1,221,285 $ 1,788,149 $ 3,009,434 Net Loss $ (701,994 ) $ (292,785 ) $ (994,779 ) Net Loss per common share – basic and diluted $ (0.02 ) $ (0.03 ) Weighted average common shares – basic and diluted 29,803,362 29,803,362 The accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the year ended December 31, 2020 assuming the acquisition occurred on January 1, 2020. December 31, 2020 Summary Statement of Operations EzFill Holdings Neighborhood Fuel Combined Revenue $ 3,586,244 $ 23,689 $ 3,609,933 Net Loss $ (7,254,006 ) $ (13,047 ) $ (7,267,053 ) Net Loss per common share – basic and diluted $ (0.19 ) $ (0.19 ) Weighted average common shares – basic and diluted 38,194,632 38,194,632 | |
Neighborhood Fuel, Inc [Member] | ||
Summary of Fair Value of Purchase Price Allocation | A summary of the purchase price allocation at fair value is below. Purchase Allocation Customer list $ 395,416 Vehicles 198,087 Non-Compete 858 Mobile app 251,891 Trade name 50,559 Goodwill 1,276 $ 898,087 The purchase price was paid as follows: Common stock issuable $ 700,000 Vehicle obligations 198,087 $ 898,087 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of the deferred tax assets at December 31, 2020 and 2019 were as follows: 2020 2019 Deferred tax assets: Stock-based compensation 478,922 - Amortization of debt discount 19,125 - Loss on settlement and change in fair value 76,500 - Change in fair value 12,750 - Intangibles 79,029 19,794 Net operating loss 1,364,501 160,627 Total gross deferred tax asset 2,030,828 180,421 Deferred tax liabilities: Depreciation (3,622 ) (1,811 ) Less: Valuation allowances (2,027,206 ) (178,610 ) Net deferred tax asset $ - $ - |
Schedule of Components of Income Tax Benefit | The components of the income tax benefit and related valuation allowance for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Current $ - $ - Deferred (1,848,596 ) (178,610 ) Valuation allowance 1,848,596 178,610 Total Tax Provision $ - $ - |
Schedule of Provision for Income Taxes | A reconciliation of the provision for income taxes for the years ended December 31, 2020 and 2019 as compared to statutory rates is as follows: 2020 2019 Provision at federal statutory rate of 21% (1,523,341 ) (147,419 ) Permanent differences, net 1,176 399 State income tax benefit (326,430 ) (31,590 ) Change in valuation allowance 1,848,596 178,610 Total income tax provision - - |
Nature of Organization and Su_4
Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 230,826 | $ 32,092 | $ 882,870 | |
Allowance for accounts receivable | 0 | 0 | 0 | |
Allowance for inventory | 0 | 0 | 0 | |
Deferred offering costs | 199,097 | 20,000 | 153,597 | |
Advertising costs | $ 34,000 | $ 33,000 | $ 33,000 | $ 34,000 |
Stock Options [Member] | ||||
Diluted loss per share | 333,499 | 0 | 173.800 | |
One Customer [Member] | Revenue [Member] | ||||
Concentration risk percentage | 55.00% | 13.00% | ||
One Customer [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 47.00% | 10.00% | 68.00% |
Nature of Organization and Su_5
Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 230,826 | $ 32,092 | $ 882,870 | |
Allowance for accounts receivable | 0 | 0 | 0 | |
Allowance for inventory | 0 | 0 | 0 | |
Deferred offering costs | 199,097 | 20,000 | 153,597 | |
Advertising costs | $ 34,000 | $ 33,000 | 33,000 | $ 34,000 |
Income tax likelihood | More than 50 percent | |||
Accrual for interest or penalties | ||||
Unrecognized tax benefits | ||||
Stock Options [Member] | ||||
Diluted loss per share | 333,499 | 0 | 173.800 | |
Convertible Debt [Member] | ||||
Diluted loss per share | 25,409,544 | |||
One Customer [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 47.00% | 10.00% | 68.00% | |
One Customer [Member] | Revenue [Member] | ||||
Concentration risk percentage | 55.00% | 13.00% | ||
No Customer [Member] | Revenue [Member] | ||||
Concentration risk percentage | 10.00% | |||
Two Customer [Member] | Revenue [Member] | ||||
Concentration risk percentage | 10.00% | |||
Customer One [Member] | Revenue [Member] | ||||
Concentration risk percentage | 38.00% | |||
Customer Two [Member] | Revenue [Member] | ||||
Concentration risk percentage | 11.00% |
Nature of Organization and Su_6
Nature of Organization and Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Life (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment [Member] | |
Property and equipment estimated useful life | 5 years |
Automobiles [Member] | |
Property and equipment estimated useful life | 5 years |
Nature of Organization and Su_7
Nature of Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets Estimated Useful Life (Details) (10-K) | 12 Months Ended |
Dec. 31, 2020 | |
Customer List [Member] | |
Finite lived intangible assets estimated useful life | 5 years |
Mobile App [Member] | |
Finite lived intangible assets estimated useful life | 3 years |
Non-Compete [Member] | |
Finite lived intangible assets estimated useful life | 2 years |
Trade Name [Member] | |
Finite lived intangible assets estimated useful life | 5 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (1,348,155) | $ (382,886) | $ (701,994) | $ (7,254,006) |
Accumulated deficit | (9,304,155) | $ (701,994) | (7,956,000) | |
Working capital deficit | $ (2,735,874) | $ 2,459,829 |
Going Concern (Details Narrat_2
Going Concern (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (1,348,155) | $ (382,886) | $ (701,994) | $ (7,254,006) |
Accumulated deficit | (9,304,155) | $ (701,994) | (7,956,000) | |
Working capital deficit | $ (2,735,874) | $ 2,459,829 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 10, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Notes payable to related parties | $ 300,000 | |||||
Unamortized discount | $ 100,000 | $ 100,000 | ||||
Accounts payable and accrued liabilities to related parties | 2,621,940 | 1,928,471 | $ 51,125 | 2,621,940 | ||
Number of shares issued to common stock | 30,000 | |||||
Stock-based compensation expense | $ 2,000,000 | 417,462 | $ 57,201 | $ 4,624,708 | ||
Other Related Party [Member] | ||||||
Principal balance | 584,168 | |||||
Unamortized discount | $ 30,000 | |||||
Executives [Member] | ||||||
Number of shares issued to common stock | 205,000 | |||||
Stock-based compensation expense | $ 205,000 | |||||
Other Employees [Member] | ||||||
Number of shares issued to common stock | 0 | |||||
Stock-based compensation expense | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | Mar. 10, 2021 | Nov. 18, 2020 | Feb. 19, 2020 | Apr. 11, 2019 | Apr. 05, 2019 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Notes payable to related parties | $ 300,000 | ||||||||||
Debt discount | 75,000 | $ 19,069 | $ 248,713 | ||||||||
Unamortized discount | $ 100,000 | 100,000 | |||||||||
Number of shares issued to common stock | 30,000 | ||||||||||
Payment of related party notes payable | 14,231 | 45,341 | 84,890 | 227,211 | |||||||
Accounts payable and accrued liabilities to related parties | 2,621,940 | 1,928,471 | 51,125 | 2,621,940 | |||||||
Stock-based compensation expense | $ 2,000,000 | $ 417,462 | $ 57,201 | $ 4,624,708 | |||||||
Number of common stock for services | 2,000,000 | ||||||||||
Executives and Other Employees [Member] | |||||||||||
Number of shares issued to common stock | 0 | 500,000 | |||||||||
Stock-based compensation expense | $ 0 | $ 500,000 | |||||||||
Employment Agreement [Member] | |||||||||||
Number of shares issued to common stock | 1,375,000 | 600,000 | |||||||||
Annual salary | $ 75,000 | ||||||||||
Annual bonus | $ 25,000 | ||||||||||
Agreement description | The Company's common stock are to be issued and held in escrow by the Company's legal counsel and disbursed in equal one-third (1/3) increments on each anniversary of the employment. | ||||||||||
Stock-based compensation expense | $ 57,063 | $ 76,063 | |||||||||
Proceeds from intial public offering | $ 750,000 | ||||||||||
Employment Agreement [Member] | Maximum [Member] | |||||||||||
Annual interest rate | 5.00% | ||||||||||
Consulting Agreement [Member] | Balance Labs, Inc [Member] | |||||||||||
Number of shares issued to common stock | 1,000,000 | ||||||||||
Beneficial ownership interest | 37.00% | ||||||||||
Proceeds from intial public offering | $ 200,000 | ||||||||||
Consulting Agreement [Member] | Balance Labs, Inc [Member] | First Year [Member] | |||||||||||
Debt periodic payment | 25,000 | ||||||||||
Consulting Agreement [Member] | Balance Labs, Inc [Member] | Second Year [Member] | |||||||||||
Decrease in monthly payments | $ 22,500 | ||||||||||
Consulting Agreement [Member] | Balance Labs, Inc [Member] | On Each Anniversary [Member] | |||||||||||
Number of shares issued to common stock | 500,000 | ||||||||||
Stock Options [Member] | |||||||||||
Number of shares issued to common stock | 224,000 | 56,000 | |||||||||
Related Party [Member] | |||||||||||
Notes payable to related parties | $ 20,000 | $ 630,500 | $ 20,000 | ||||||||
Debt discount | 27,256 | 5,526 | |||||||||
Related Party One [Member] | |||||||||||
Debt discount | 8,946 | 23,836 | |||||||||
Unamortized discount | 270,645 | 527,300 | 270,645 | ||||||||
Payment of related party notes payable | 84,890 | 227,211 | |||||||||
Two Founders [Member] | |||||||||||
Number of shares issued to common stock | 25,000,000 | ||||||||||
Convertible Debt [Member] | |||||||||||
Notes payable to related parties | 0 | 0 | 0 | ||||||||
Debt discount | 620,000 | 0 | |||||||||
Converted principal including accrued interest | 400,000 | 254,566 | |||||||||
Unamortized discount | 870 | $ 10,123 | $ 870 | ||||||||
Number of common stock for convertible debt | 2,500,000 | 25,409,544 | |||||||||
Principal balance | 0 | $ 0 | |||||||||
Convertible Debt [Member] | Related Party [Member] | |||||||||||
Unamortized discount | $ 0 | $ 10,123 | $ 0 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 28,761 | $ 19,881 | $ 29,427 | $ 114,391 |
Fixed Assets (Details Narrati_2
Fixed Assets (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 28,761 | $ 19,881 | $ 29,427 | $ 114,391 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total Fixed Assets | $ 596,227 | $ 572,385 | $ 365,724 |
Accumulated Depreciation | (172,579) | (143,818) | (29,427) |
Fixed assets, net | 423,648 | 428,567 | 336,297 |
Equipment [Member] | |||
Total Fixed Assets | 58,645 | 42,643 | $ 34,804 |
Leasehold Improvements [Member] | |||
Total Fixed Assets | 7,840 | 529,742 | |
Vehicles [Member] | |||
Total Fixed Assets | $ 529,742 |
Fixed Assets - Schedule of Fi_2
Fixed Assets - Schedule of Fixed Assets (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total Fixed Assets | $ 596,227 | $ 572,385 | $ 365,724 |
Accumulated Depreciation | (172,579) | (143,818) | (29,427) |
Fixed assets, net | 423,648 | 428,567 | 336,297 |
Equipment [Member] | |||
Total Fixed Assets | $ 58,645 | 42,643 | 34,804 |
Vehicles [Member] | |||
Total Fixed Assets | $ 529,742 | $ 330,920 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 89,985 | $ 67,190 | $ 135,803 | $ 337,141 |
Intangible Assets (Details Na_2
Intangible Assets (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense on intangible assets | $ 89,985 | $ 67,190 | $ 135,803 | $ 337,141 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Indefinite lived intangible assets: Goodwill | $ 109,983 | $ 109,983 | $ 108,707 |
Total indefinite lived intangible assets | 109,983 | 109,983 | 108,707 |
Other intangible assets: Trademarks | 103,258 | 103,258 | 52,699 |
Other intangible assets: Software | 504,314 | 504,314 | 252,423 |
Other intangible assets: Customer list | 855,073 | 855,073 | 459,657 |
Other intangible assets: Non-compete | 858 | 858 | |
Total other intangible assets | 1,463,503 | 1,463,503 | 764,779 |
Accumulated amortization | (562,929) | (472,944) | (135,803) |
Total other intangible assets, net | $ 900,574 | $ 990,559 | $ 628,976 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Indefinite lived intangible assets: Goodwill | $ 109,983 | $ 109,983 | $ 108,707 |
Total indefinite lived intangible assets | 109,983 | 109,983 | 108,707 |
Other intangible assets: Trademarks | 103,258 | 103,258 | 52,699 |
Other intangible assets: Software | 504,314 | 504,314 | 252,423 |
Other intangible assets: Customer list | 855,073 | 855,073 | 459,657 |
Other intangible assets: Non-compete | 858 | 858 | |
Total other intangible assets | 1,463,503 | 1,463,503 | 764,779 |
Accumulated amortization | (562,929) | (472,944) | (135,803) |
Total other intangible assets, net | $ 900,574 | $ 990,559 | $ 628,976 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Amortization for Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 (April-December) | $ 269,952 | ||
2022 | 359,936 | $ 360,445 | |
2023 | 270,686 | 360,445 | |
Total | $ 900,574 | $ 990,559 | $ 628,976 |
Intangible Assets - Schedule _4
Intangible Assets - Schedule of Amortization for Intangible Assets (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 359,936 | $ 360,445 | |
2022 | 270,686 | 360,445 | |
2023 | 269,669 | ||
Total | $ 900,574 | $ 990,559 | $ 628,976 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 24,500 | $ 4,076 | $ 8,295 |
Accrued expenses | 64,383 | 68,290 | 32,994 |
Accrued interest | 75,973 | 44,099 | 36,653 |
Total Accounts Payable and Accrued Liabilities | 164,856 | 116,465 | 77,942 |
Accounts payable - fuel | 245,608 | 211,523 | 51,125 |
Accrued payroll | 32,863 | 160,417 | |
Settlement payable | 300,000 | 300,000 | |
Acquisition consideration payable in shares | 750,000 | 750,000 | |
Signing and performance bonus payable in shares | 600,000 | 1,200,000 | |
Total Accounts Payable and Accrued Liabilities, Related Parties | $ 1,928,471 | $ 2,621,940 | $ 51,125 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 24,500 | $ 4,076 | $ 8,295 |
Accrued expenses | 64,383 | 68,290 | 32,994 |
Accrued interest | 75,973 | 44,099 | 36,653 |
Total Accounts Payable and Accrued Liabilities | 164,856 | 116,465 | 77,942 |
Accounts payable - fuel | 245,608 | 211,523 | 51,125 |
Accrued payroll | 32,863 | 160,417 | |
Acquisition consideration payable in shares | 750,000 | 750,000 | |
Settlement payable | 300,000 | 300,000 | |
Signing and performance bonus payable in shares | 600,000 | 1,200,000 | |
Total Accounts Payable and Accrued Liabilities, Related Parties | $ 1,928,471 | $ 2,621,940 | $ 51,125 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 10, 2021 | Dec. 02, 2020 | Dec. 02, 2020 | Nov. 24, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Note payable | $ 300,000 | $ 1,000,000 | ||||||
Interest rate | 1.00% | 6.80% | 6.80% | 1.00% | ||||
Maturity date | Mar. 10, 2022 | Nov. 2, 2025 | Apr. 21, 2021 | |||||
Extended maturity date | The Company has the option to extend the maturity date for seven one-month terms. | |||||||
Number of shares issued to common stock | 30,000 | |||||||
Debt discount | $ 100,000 | |||||||
Amortization of notes payable, debt discount | $ 75,000 | $ 19,069 | $ 248,713 | |||||
Related Party One [Member] | ||||||||
Amortization of notes payable, debt discount | $ 8,946 | $ 23,836 | ||||||
Promissory Notes [Member] | Related Party One [Member] | ||||||||
Note payable | $ 100,000 | |||||||
Promissory Notes [Member] | Related Party Two [Member] | ||||||||
Note payable | 100,000 | |||||||
Promissory Notes [Member] | Related Party Three [Member] | ||||||||
Note payable | $ 100,000 | |||||||
Note Holder [Member] | ||||||||
Number of shares issued to common stock | 100,000 | |||||||
Lender [Member] | ||||||||
Number of shares issued to common stock | 10,000 | 100,000 | ||||||
Debt discount | $ 30,000 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10-K) - USD ($) | Mar. 10, 2021 | Dec. 02, 2020 | Nov. 24, 2020 | Apr. 09, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Note payable | $ 300,000 | $ 1,000,000 | ||||||
Interest rate | 1.00% | 6.80% | 1.00% | |||||
Debt instrument, maturity date description | The Company has the option to extend the maturity date for seven one-month terms. | |||||||
Debt instrument, maturity date | Mar. 10, 2022 | Nov. 2, 2025 | Apr. 21, 2021 | |||||
Debt instrument, description | The Company has the option to extend the maturity date for seven one-month terms. | |||||||
Number of shares issued to common stock | 30,000 | |||||||
Debt discount | $ 100,000 | |||||||
Amortization of notes payable, debt discount | $ 75,000 | $ 19,069 | 248,713 | |||||
Notes payable - related party | $ 300,000 | |||||||
Vehicles [Member] | ||||||||
Notes payable - related party | $ 62,400 | |||||||
Note Holder [Member] | ||||||||
Number of shares issued to common stock | 100,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Debt instrument, principal payments | 18,813 | 14,940 | ||||||
Debt instrument, remaining principal payments | $ 79,529 | $ 94,469 | ||||||
Asset Purchase Agreement [Member] | Promissory Notes [Member] | ||||||||
Note payable | $ 113,281 | |||||||
Debt instrument, maturity date description | mature at various dates ranging from January 26, 2022 through December 17, 2023. | |||||||
Asset Purchase Agreement [Member] | Promissory Notes [Member] | Minimum [Member] | ||||||||
Interest rate | 3.75% | |||||||
Asset Purchase Agreement [Member] | Promissory Notes [Member] | Maximum [Member] | ||||||||
Interest rate | 7.44% |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Long-Term Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 (April to December) | $ 1,112,021 | |
2022 | 307,371 | $ 1,074,067 |
2023 | 35,467 | 184,237 |
2024 | 403,526 | 46,147 |
2025 | 14,082 | 230,000 |
Total | $ 1,872,467 | $ 1,550,091 |
Notes Payable - Schedule of M_2
Notes Payable - Schedule of Maturities of Long-Term Debt (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 307,371 | $ 1,074,067 |
2022 | 35,467 | 184,237 |
2023 | 403,526 | 46,147 |
2024 | 14,082 | 230,000 |
2025 | 15,640 | |
Total | $ 1,872,467 | $ 1,550,091 |
Notes Payable - Related Party (
Notes Payable - Related Party (Details Narrative) (10-K) - USD ($) | Mar. 10, 2021 | Dec. 02, 2020 | Nov. 24, 2020 | Jan. 17, 2020 | Dec. 24, 2019 | Dec. 12, 2019 | Dec. 05, 2019 | Jul. 29, 2019 | Jul. 17, 2019 | Jul. 12, 2019 | Jul. 01, 2019 | May 08, 2019 | May 06, 2019 | Apr. 04, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Note payable to a related party | $ 300,000 | |||||||||||||||||
Note interest rate | 1.00% | 6.80% | 1.00% | |||||||||||||||
Note maturity date | Mar. 10, 2022 | Nov. 2, 2025 | Apr. 21, 2021 | |||||||||||||||
Notes payable | $ 300,000 | $ 1,000,000 | ||||||||||||||||
Debt interest description | The Company has the option to extend the maturity date for seven one-month terms. | |||||||||||||||||
Number of stock options granted | 67,502 | 224,000 | 333,506 | |||||||||||||||
Exercise price of options | $ 0.60 | $ 0.34 | $ 0.53 | |||||||||||||||
Debt discount | $ 100,000 | |||||||||||||||||
Amortization of debt discount | $ 75,000 | $ 19,069 | 248,713 | |||||||||||||||
Notes Payable Related Party [Member] | ||||||||||||||||||
Note payable to a related party | $ 130,000 | $ 5,000 | $ 37,000 | $ 20,000 | $ 20,000 | $ 200,000 | ||||||||||||
Note interest rate | 5.25% | 10.00% | 3.50% | 10.00% | 10.00% | 10.00% | ||||||||||||
Note maturity date | Jan. 18, 2020 | Jul. 12, 2020 | Aug. 18, 2021 | May 8, 2024 | May 6, 2024 | Apr. 4, 2024 | ||||||||||||
Notes payable | $ 150,000 | |||||||||||||||||
Debt interest description | This note is unsecured, bears interest at 10% and matures on July 12, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | This note is unsecured, bears interest at 10% and matures on April 4, 2024. $150,000 of this note payable is guaranteed by a separate related party plus 5% interest. | ||||||||||||||||
Outstanding principal balance | 200,000 | 200,000 | ||||||||||||||||
Number of stock options granted | 14,000 | |||||||||||||||||
Exercise price of options | $ 0.36 | |||||||||||||||||
Debt discount | $ 1,853 | |||||||||||||||||
Notes Payable Related Party [Member] | Noteholder Four [Member] | ||||||||||||||||||
Amortization of debt discount | 1,853 | |||||||||||||||||
Notes Payable Related Party [Member] | Noteholder Five [Member] | ||||||||||||||||||
Outstanding principal balance | 34,655 | |||||||||||||||||
Two Notes Payable [Member] | ||||||||||||||||||
Note payable to a related party | $ 20,000 | $ 10,000 | $ 10,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||
Note interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Note maturity date | Jan. 17, 2021 | Dec. 24, 2020 | Dec. 24, 2020 | Jul. 29, 2020 | Jul. 12, 2020 | Jul. 8, 2020 | ||||||||||||
Debt interest description | The notes are unsecured, bear interest at 10% and mature on January 17, 2021 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | The notes are unsecured, bears interest at 10% and matures on December 24, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | These notes are unsecured, bear interest at 10% and matures on December 24, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | These notes are unsecured, bear interest at 10% and matures on July 29, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | This note is unsecured, bears interest at 10% and matures on July 12, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | These notes are unsecured, bear interest at 10% and mature on July 8, 2020 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | ||||||||||||
Number of stock options granted | 56,000 | 28,000 | 56,000 | 56,000 | 56,000 | |||||||||||||
Exercise price of options | $ 0.166 | $ 0.166 | $ 0.36 | $ 0.36 | $ 0.36 | |||||||||||||
Debt discount | $ 5,526 | $ 3,882 | $ 2,682 | $ 6,278 | $ 6,280 | $ 6,281 | ||||||||||||
Two Notes Payable [Member] | Noteholder One[Member] | ||||||||||||||||||
Amortization of debt discount | 6,281 | |||||||||||||||||
Two Notes Payable [Member] | Noteholder Two [Member] | ||||||||||||||||||
Amortization of debt discount | 6,280 | |||||||||||||||||
Two Notes Payable [Member] | Noteholder Three [Member] | ||||||||||||||||||
Amortization of debt discount | 6,278 | |||||||||||||||||
Two Notes Payable [Member] | Noteholder Six [Member] | ||||||||||||||||||
Amortization of debt discount | 2,682 | |||||||||||||||||
Two Notes Payable [Member] | Noteholder Seven [Member] | ||||||||||||||||||
Amortization of debt discount | 3,882 | |||||||||||||||||
Two Notes Payable [Member] | Noteholder Eight [Member] | ||||||||||||||||||
Amortization of debt discount | 5,526 | |||||||||||||||||
Notes Payable Related Party One [Member] | ||||||||||||||||||
Outstanding principal balance | $ 7,504 | $ 26,442 |
Convertible Notes Payable - R_2
Convertible Notes Payable - Related Party (Details Narrative) (10-K) - USD ($) | Mar. 10, 2021 | Dec. 02, 2020 | Nov. 24, 2020 | Jul. 01, 2019 | Apr. 09, 2019 | Apr. 04, 2019 | Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Note payable to a related party | $ 300,000 | ||||||||||
Note interest rate | 1.00% | 6.80% | 1.00% | ||||||||
Note maturity date | Mar. 10, 2022 | Nov. 2, 2025 | Apr. 21, 2021 | ||||||||
Conversion price per share | $ 0.01 | ||||||||||
Debt discount | $ 100,000 | ||||||||||
Value of converted debt | $ 400,000 | $ 400,000 | 220,000 | ||||||||
Debt convertible into shares | 2,500,000 | 25,409,544 | |||||||||
Debt interest description | The Company has the option to extend the maturity date for seven one-month terms. | ||||||||||
Loss on conversion of debt | $ 14,999 | ||||||||||
Repayments of related party debt | $ 14,231 | $ 45,341 | 84,890 | 227,211 | |||||||
Two Convertible Notes Payable [Member] | |||||||||||
Note payable to a related party | $ 20,000 | $ 200,000 | |||||||||
Note interest rate | 10.00% | 10.00% | |||||||||
Note maturity date | Jul. 1, 2024 | Apr. 4, 2024 | |||||||||
Conversion price per share | $ 0.01 | $ 0.01 | |||||||||
Debt beneficial conversion feature | $ 20,000 | $ 200,000 | |||||||||
Debt discount | 20,000 | $ 200,000 | |||||||||
Value of converted debt | $ 20,000 | $ 200,000 | |||||||||
Debt convertible into shares | 2,306,858 | 22,868,588 | |||||||||
Debt interest description | This note is unsecured, bears interest at 10% and matures on July 1, 2024 or the date that the Company raises $250,000 or more from outside investors, whichever is sooner. | ||||||||||
Convertible Notes Payable Related Party [Member] | |||||||||||
Note payable to a related party | $ 533,500 | ||||||||||
Note interest rate | 4.00% | ||||||||||
Note maturity date | Jul. 1, 2020 | ||||||||||
Value of converted debt | $ 400,000 | ||||||||||
Debt convertible into shares | 2,500,000 | ||||||||||
Debt monthly payments | $ 10,000 | ||||||||||
Debt interest description | The Noteholder has the option to convert the outstanding amount due into shares of the Company' common stock at 15% discount. | ||||||||||
Debt default interest rate | 12.00% | ||||||||||
Loss on conversion of debt | $ 14,999 | ||||||||||
Repayments of related party debt | $ 77,386 | $ 56,114 |
SBA PPP Loan (Details Narrative
SBA PPP Loan (Details Narrative) - USD ($) | Nov. 24, 2020 | Apr. 20, 2020 | Mar. 31, 2021 | Mar. 10, 2021 | Dec. 02, 2020 |
Debt description | The Company has the option to extend the maturity date for seven one-month terms. | ||||
Interest rate | 1.00% | 1.00% | 6.80% | ||
Paycheck Protection Program [Member] | |||||
Proceeds from loan | $ 154,673 | ||||
Debt description | The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. | ||||
Debt term | 2 years | ||||
Interest rate | 1.00% | ||||
Repayment for SBA PPP Loan |
SBA PPP Loan (Details Narrati_2
SBA PPP Loan (Details Narrative) (10-K) - USD ($) | Nov. 24, 2020 | Apr. 20, 2020 | Mar. 10, 2021 | Dec. 02, 2020 |
Debt description | The Company has the option to extend the maturity date for seven one-month terms. | |||
Interest rate | 1.00% | 1.00% | 6.80% | |
Paycheck Protection Program [Member] | ||||
Proceeds from loan | $ 154,673 | |||
Debt description | The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. | |||
Debt term | 2 years | |||
Interest rate | 1.00% |
Shareholders Equity (Details Na
Shareholders Equity (Details Narrative) - USD ($) | Mar. 10, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Mar. 27, 2019 |
Number of sale of shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||
Proceeds from sale of stock | $ 400,000 | $ 430,000 | $ 1,550,000 | ||||
Common stock subscribed | 65,000 | ||||||
Number of shares issued to common stock | 30,000 | ||||||
Stock-based compensation expense | $ 2,000,000 | $ 417,462 | $ 57,201 | $ 4,624,708 | |||
Number of shares of consulting services | 2,000,000 | ||||||
Number of stock options granted | 67,502 | 224,000 | 333,506 | ||||
Stock options, outstanding | 557,506 | 625,008 | 224,000 | 557,506 | |||
Exercise prices granted | $ 0.60 | $ 0.34 | $ 0.53 | ||||
Vested shares amount | $ 49,213 | ||||||
Risk free interest rate | 2.00% | 2.00% | |||||
Expected life | 5 years | 5 years | |||||
Dividend yield | 0.00% | 0.00% | |||||
Expected volatility | 79.00% | ||||||
Intrinsic value of options outstanding | $ 307,000 | $ 331,000 | $ 0 | $ 307,000 | |||
IPO [Member] | |||||||
Number of stock options granted | 5,834 | 30,834 | |||||
Vested shares amount | $ 3,500 | $ 18,500 | |||||
Minimum [Member] | |||||||
Exercise prices granted | $ 0.17 | $ 0.17 | |||||
Expected volatility | 204.00% | ||||||
Maximum [Member] | |||||||
Exercise prices granted | $ 0.60 | $ 0.60 | |||||
Expected volatility | 228.00% | ||||||
Founders [Member] | |||||||
Number of stock options granted | 280,000 | 280,000 | |||||
Sponsorship Agreements [Member] | |||||||
Number of shares issued to common stock | 63,249 | ||||||
Stock-based compensation expense | $ 163,249 | ||||||
Number of shares of consulting services | 100,000 | ||||||
Number of stock options granted | 345,008 | 277,506 | |||||
Executives [Member] | |||||||
Number of shares issued to common stock | 205,000 | ||||||
Stock-based compensation expense | $ 205,000 |
Shareholders_ Equity (Details N
Shareholders/ Equity (Details Narrative) (10-K) - USD ($) | Mar. 10, 2021 | Dec. 02, 2020 | Apr. 11, 2019 | Apr. 09, 2019 | Apr. 05, 2019 | Feb. 28, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Mar. 27, 2019 |
Number of shares issued to common stock | 30,000 | ||||||||||||
Value of converted debt | $ 400,000 | $ 400,000 | $ 220,000 | ||||||||||
Debt convertible into shares | 2,500,000 | 25,409,544 | |||||||||||
Loss on conversion of debt | $ 14,999 | ||||||||||||
Stock compensation expense | $ 2,000,000 | $ 417,462 | $ 57,201 | $ 4,624,708 | |||||||||
Number of sale of shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||||||||
Proceeds from sale of stock | $ 400,000 | $ 430,000 | $ 1,550,000 | ||||||||||
Conversion price per share | $ 0.01 | ||||||||||||
Debt discount | $ 100,000 | $ 100,000 | |||||||||||
Number of stock options granted | 67,502 | 224,000 | 333,506 | ||||||||||
Stock options, outstanding | 557,506 | 625,008 | 224,000 | 557,506 | |||||||||
Exercise prices granted | $ 0.60 | $ 0.34 | $ 0.53 | ||||||||||
Vested shares amount | $ 49,213 | ||||||||||||
Risk free interest rate | 2.00% | 2.00% | |||||||||||
Expected life | 5 years | 5 years | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||
Expected volatility | 79.00% | ||||||||||||
Intrinsic value of options outstanding | $ 307,000 | $ 331,000 | $ 0 | $ 307,000 | |||||||||
IPO [Member] | |||||||||||||
Number of stock options granted | 5,834 | 30,834 | |||||||||||
Vested shares amount | $ 3,500 | $ 18,500 | |||||||||||
Minimum [Member] | |||||||||||||
Exercise prices granted | $ 0.17 | $ 0.17 | |||||||||||
Expected volatility | 204.00% | ||||||||||||
Maximum [Member] | |||||||||||||
Exercise prices granted | $ 0.60 | $ 0.60 | |||||||||||
Expected volatility | 228.00% | ||||||||||||
Two Founders [Member] | |||||||||||||
Number of shares issued to common stock | 25,000,000 | ||||||||||||
Lender [Member] | |||||||||||||
Number of shares issued to common stock | 10,000 | 100,000 | |||||||||||
Debt discount | $ 100,000 | ||||||||||||
Founders [Member] | |||||||||||||
Number of stock options granted | 280,000 | 280,000 | |||||||||||
Employment Agreement [Member] | |||||||||||||
Number of shares issued to common stock | 1,375,000 | 600,000 | |||||||||||
Stock compensation expense | $ 57,063 | $ 76,063 | |||||||||||
Sponsorship Agreements [Member] | |||||||||||||
Number of shares issued to common stock | 63,249 | ||||||||||||
Stock compensation expense | $ 163,249 | ||||||||||||
Number of stock options granted | 345,008 | 277,506 | |||||||||||
Options exercisable term | 5 years | ||||||||||||
Executives and Other Employees [Member] | |||||||||||||
Number of shares issued to common stock | 0 | 500,000 | |||||||||||
Stock compensation expense | $ 0 | $ 500,000 | |||||||||||
Sponsorship and Consulting Services [Member] | |||||||||||||
Number of shares issued to common stock | 0 | 2,645,498 | |||||||||||
Stock compensation expense | $ 0 | $ 2,645,498 |
Shareholders Equity - Schedule
Shareholders Equity - Schedule of Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options, Vested and Exercisable, Beginning balance | 557,506 | 224,000 | |
Number of Options, Options granted | 67,502 | 224,000 | 333,506 |
Number of Options, Vested and Exercisable, Ending balance | 625,008 | 224,000 | 557,506 |
Weighted Average Exercise Price, Vested and Exercisable, Beginning balance | $ 0.45 | $ 0.34 | |
Weighted Average Exercise Price, Options granted | 0.60 | 0.34 | 0.53 |
Weighted Average Exercise Price, Vested and Exercisable, Ending balance | $ 0.47 | $ 0.34 | $ 0.45 |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable, Beginning balance | 3 years 10 months 25 days | 4 years 6 months | |
Weighted Average Remaining Contractual Term (years), Options granted | 4 years 9 months 18 days | 4 years 6 months | 4 years 6 months |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable, Ending balance | 4 years | 4 years 6 months | 4 years 1 month 6 days |
Shareholders_ Equity - Schedule
Shareholders/ Equity - Schedule of Option Activity (Details) (10-K) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Options, Vested and Exercisable, Beginning balance | 557,506 | 224,000 | |
Number of Options, Options granted | 67,502 | 224,000 | 333,506 |
Number of Options, Vested and Exercisable, Ending balance | 625,008 | 224,000 | 557,506 |
Weighted Average Exercise Price, Vested and Exercisable, Beginning balance | $ 0.45 | $ 0.34 | |
Weighted Average Exercise Price, Options granted | 0.60 | 0.34 | 0.53 |
Weighted Average Exercise Price, Vested and Exercisable, Ending balance | $ 0.47 | $ 0.34 | $ 0.45 |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable, Beginning balance | 3 years 10 months 25 days | 4 years 6 months | |
Weighted Average Remaining Contractual Term (years), Options granted | 4 years 9 months 18 days | 4 years 6 months | 4 years 6 months |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable, Ending balance | 4 years | 4 years 6 months | 4 years 1 month 6 days |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 10, 2021 | Jun. 25, 2020 | Feb. 19, 2020 | Apr. 11, 2019 | Feb. 28, 2021 | Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock issued during period, shares | 30,000 | ||||||||
Accrued liability | $ 64,383 | $ 68,290 | $ 32,994 | ||||||
Employment Agreement [Member] | |||||||||
Proceeds from initial public offering | $ 750,000 | ||||||||
Payments to initial public offering | $ 600,000 | ||||||||
Stock issued during period, shares | 1,375,000 | 600,000 | |||||||
Accrued liability | 600,000 | 1,200,000 | |||||||
Employment Agreement [Member] | Signing Bonus [Member] | |||||||||
Proceeds from initial public offering | $ 750,000 | ||||||||
Employment Agreement [Member] | Performance Bonus [Member] | |||||||||
Proceeds from initial public offering | $ 450,000 | ||||||||
Severance and Release Agreement [Member] | |||||||||
Accrued liability | $ 300,000 | $ 300,000 | |||||||
Severance and Release Agreement [Member] | Consultant [Member] | |||||||||
Proceeds from initial public offering | $ 300,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Jun. 25, 2020 | Feb. 19, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Revenues | $ 1,521,819 | $ 695,567 | $ 1,221,285 | $ 3,586,244 | ||||
Stock compensation expense | $ 2,000,000 | 417,462 | 57,201 | 4,624,708 | ||||
Accrued liability | 68,290 | 64,383 | 32,994 | 68,290 | ||||
Employment Agreement [Member] | ||||||||
Annual salary | $ 100,000 | $ 130,000 | ||||||
Revenue commission percentage | 5.00% | |||||||
Contingent to be paid in revenues | $ 200,000 | |||||||
Revenues | 400,000 | |||||||
Proceeds from initial public offering | 750,000 | |||||||
Stock compensation expense | $ 57,063 | 76,063 | ||||||
Accrued liability | 1,200,000 | 600,000 | 1,200,000 | |||||
Employment Agreement [Member] | Performance Bonus [Member] | ||||||||
Performance bonus | $ 500,000 | |||||||
Proceeds from initial public offering | 450,000 | |||||||
Employment Agreement [Member] | Signing Bonus [Member] | ||||||||
Proceeds from initial public offering | $ 750,000 | |||||||
Stock compensation expense | 450,000 | |||||||
Severance and Release Agreement [Member] | ||||||||
Accrued liability | $ 300,000 | $ 300,000 | $ 300,000 | |||||
Severance and Release Agreement [Member] | Consultant [Member] | ||||||||
Proceeds from initial public offering | $ 300,000 |
Business Combination (Details N
Business Combination (Details Narrative) - Neighborhood Fuel, Inc [Member] - Asset Purchase Agreement [Member] | Feb. 19, 2020USD ($) |
Payments to initial public offering | $ 750,000 |
Business combination valuation costs | 35,000,000 |
First Seller [Member] | |
Payments to initial public offering | 750,000 |
Seller [Member] | |
Payments to initial public offering | $ 750,000 |
Business Combinations (Details
Business Combinations (Details Narrative) (10-K) - USD ($) | Feb. 19, 2020 | Apr. 09, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 |
Payments for acquisition | $ 175,000 | ||||
Initial fair value of shares | $ 600,000 | ||||
Asset Purchase Agreement [Member] | Fuel Supplier [Member] | |||||
Convertible note | $ 533,500 | ||||
Asset Purchase Agreement [Member] | Vehicle Notes [Member] | |||||
Convertible note | 113,281 | ||||
Balance Labs, Inc [Member] | Asset Purchase Agreement [Member] | |||||
Payments for acquisition | $ 100,000 | ||||
Business acquisition, description | The seller was to be paid $100k of which, $35k was paid on the acquisition date and $65k to be paid out in 6 equal installments over a 6 month period as well as 100,000 shares of Balance Labs, Inc. common stock held by the Company. These shares were valued at the market price on the date of acquisition of $1.01 per share. | ||||
Number of common stock for acquisition | 100,000 | ||||
Market price | $ 1.01 | ||||
Prior Management Company [Member] | Asset Purchase Agreement [Member] | |||||
Cash payment | $ 140,000 | ||||
Neighborhood Fuel, Inc [Member] | Asset Purchase Agreement [Member] | |||||
Payments for acquisition | $ 750,000 | ||||
Business acquisition, description | The Company purchased the assets with shares of the Company's common stock equal to a purchase price of $750,000, to be paid on the earlier of the completion of the Company's IPO or March 1, 2022. If the IPO occurs first, the seller will receive aggregate consideration in shares equal to $750,000 at the IPO price. If no IPO occurs by March 1, 2022, then the seller will receive aggregate consideration in shares equal to $750,000 based on a valuation of $35,000,000. The valuation of this contingent purchase price was performed using a Monte Carlo simulation that is to be revalued each period until settled. | ||||
Valuation for contingent purchase price | $ 35,000,000 | ||||
Initial fair value of shares | $ 700,000 | 750,000 | |||
Recognized earnings loss on change of fair market | $ 50,000 |
Business Combination - Summary
Business Combination - Summary of Fair Value of Purchase Price Allocation (Details) | Mar. 31, 2021USD ($) |
Business combination, net | $ 898,087 |
Customer List [Member] | |
Business combination, net | 395,416 |
Vehicles [Member] | |
Business combination, net | 198,087 |
Non-Compete [Member] | |
Business combination, net | 858 |
Mobile App [Member] | |
Business combination, net | 251,891 |
Trade Name [Member] | |
Business combination, net | 50,559 |
Goodwill [Member] | |
Business combination, net | 1,276 |
Common Stock Issuable [Member] | |
Business combination, net | 700,000 |
Vehicle Obligations [Member] | |
Business combination, net | $ 198,087 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Price Allocation (Details) (10-K) - USD ($) | Mar. 31, 2021 | Feb. 19, 2020 | Apr. 09, 2019 |
Business combination, net | $ 898,087 | ||
Common Stock Issuable [Member] | |||
Business combination, net | 700,000 | ||
Vehicle Obligations [Member] | |||
Business combination, net | $ 198,087 | ||
EzFill FL, LLC [Member] | |||
Business combination, net | $ 1,030,579 | ||
EzFill FL, LLC [Member] | Assumed Notes Payable [Member] | |||
Business combination, net | 647,579 | ||
EzFill FL, LLC [Member] | Accounts Payable [Member] | |||
Business combination, net | 42,000 | ||
EzFill FL, LLC [Member] | Cash [Member] | |||
Business combination, net | 175,000 | ||
EzFill FL, LLC [Member] | Goodwill [Member] | |||
Business combination, net | 108,707 | ||
EzFill FL, LLC [Member] | Shares of Balance Labs [Member] | |||
Business combination, net | 101,000 | ||
EzFill FL, LLC [Member] | Customer List [Member] | |||
Business combination, net | 459,657 | ||
EzFill FL, LLC [Member] | Trade Name [Member] | |||
Business combination, net | 52,699 | ||
EzFill FL, LLC [Member] | Vehicles and Delivery Equipment [Member] | |||
Business combination, net | 157,093 | ||
EzFill FL, LLC [Member] | Mobile App [Member] | |||
Business combination, net | 252,423 | ||
EzFill FL, LLC [Member] | Acquisition Payable [Member] | |||
Business combination, net | $ 65,000 | ||
Neighborhood Fuel, Inc [Member] | |||
Business combination, net | $ 898,087 | ||
Neighborhood Fuel, Inc [Member] | Common Stock Issuable [Member] | |||
Business combination, net | 700,000 | ||
Neighborhood Fuel, Inc [Member] | Vehicle Obligations [Member] | |||
Business combination, net | 198,087 | ||
Neighborhood Fuel, Inc [Member] | Goodwill [Member] | |||
Business combination, net | 1,276 | ||
Neighborhood Fuel, Inc [Member] | Customer List [Member] | |||
Business combination, net | 395,416 | ||
Neighborhood Fuel, Inc [Member] | Trade Name [Member] | |||
Business combination, net | 50,559 | ||
Neighborhood Fuel, Inc [Member] | Non-Compete [Member] | |||
Business combination, net | 858 | ||
Neighborhood Fuel, Inc [Member] | Mobile App [Member] | |||
Business combination, net | 251,891 | ||
Neighborhood Fuel, Inc [Member] | Vehicles [Member] | |||
Business combination, net | $ 198,087 |
Business Combination - Schedule
Business Combination - Schedule of Pro Forma Combined Statements of Operations (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Revenue | $ 3,009,434 | $ 3,609,933 |
Net Loss | $ (994,779) | $ (7,267,053) |
Net Loss per common share - basic and diluted | $ (0.03) | $ (0.19) |
Weighted average common shares - basic and diluted | 29,803,362 | 38,194,632 |
EzFill Holdings [Member] | ||
Revenue | $ 1,221,285 | $ 3,586,244 |
Net Loss | $ (701,994) | $ (7,254,006) |
Net Loss per common share - basic and diluted | $ (0.02) | $ (0.19) |
Weighted average common shares - basic and diluted | 29,803,362 | 38,194,632 |
Neighborhood Fuel, Inc [Member] | ||
Revenue | $ 1,788,149 | $ 23,689 |
Net Loss | $ (292,785) | $ (13,047) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Total income tax provision |
Income Taxes (Details Narrati_2
Income Taxes (Details Narrative) (10 K) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance on net deferred tax assets percentage | 100.00% |
Net operating loss carryforward | $ 5,400,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10 K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 478,922 | |
Amortization of debt discount | 19,125 | |
Loss on settlement and change in fair value | 76,500 | |
Change in fair value | 12,750 | |
Intangibles | 79,029 | 19,794 |
Net operating loss | 1,364,501 | 160,627 |
Total gross deferred tax asset | 2,030,828 | 180,421 |
Depreciation | (3,622) | (1,811) |
Less: Valuation allowances | (2,027,206) | (178,610) |
Net deferred tax asset |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Benefit (Details) (10 K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Current | ||||
Deferred | (178,610) | (1,848,596) | ||
Valuation allowance | 178,610 | 1,848,596 | ||
Total Tax Provision |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) (10 K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision at federal statutory rate of 21% | $ (147,419) | $ (1,523,341) | ||
Permanent differences, net | 399 | 1,176 | ||
State income tax benefit | (31,590) | (326,430) | ||
Change in valuation allowance | 178,610 | 1,848,596 | ||
Total income tax provision |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 07, 2021 | Apr. 05, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | May 21, 2021 | Apr. 21, 2021 | Apr. 16, 2021 | Mar. 27, 2019 |
Sale of stock | $ 400,000 | $ 430,000 | $ 1,550,000 | ||||||||||
Sale of stock, shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||||||||
Stock issued during period, shares | 30,000 | ||||||||||||
Stock options, shares | 625,008 | 224,000 | 557,506 | ||||||||||
Number of stock options granted | 67,502 | 224,000 | 333,506 | ||||||||||
Common Stock [Member] | |||||||||||||
Stock issued during period, shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||||||||
Stock issued during the period, acquistions | 600,000 | ||||||||||||
Note Holder [Member] | |||||||||||||
Stock issued during period, shares | 100,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Loans payable | $ 1,000,000 | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Technology License Agreement [Member] | |||||||||||||
Stock options, shares | 2,000,000 | ||||||||||||
Share issued price exercised | $ 1 | ||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||
Sale of stock | $ 115,000 | ||||||||||||
Sale of stock, shares | 115,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | |||||||||||||
Stock issued during period, shares | 1,250,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | Common Stock [Member] | |||||||||||||
Stock issued during period, shares | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | |||||||||||||
Stock issued during period, shares | 3,450,000 | ||||||||||||
Stock issued during the period, acquistions | 4,000,000 | ||||||||||||
Share issued exercise description | Until the Company exercise 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. | ||||||||||||
Subsequent Event [Member] | Note Holder [Member] | |||||||||||||
Debt financing | $ 1,166,000 | $ 1,166,000 | |||||||||||
Subsequent Event [Member] | Note Holder [Member] | Warrants [Member] | |||||||||||||
Warrants outstanding | 400,000 | 400,000 | |||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||||
Number of stock options granted | 272,500 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Apr. 07, 2021 | Apr. 05, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | May 21, 2021 | Apr. 21, 2021 | Apr. 16, 2021 | Mar. 27, 2019 |
Sale of stock | $ 400,000 | $ 430,000 | $ 1,550,000 | ||||||||||
Sale of stock, shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||||||||
Stock issued during period, shares | 30,000 | ||||||||||||
Stock options, shares | 625,008 | 224,000 | 557,506 | ||||||||||
Shares granted | 67,502 | 224,000 | 333,506 | ||||||||||
Common Stock [Member] | |||||||||||||
Stock issued during period, shares | 3,427,043 | 2,590,364 | 4,577,043 | ||||||||||
Stock issued during the period, acquistions | 600,000 | ||||||||||||
Note Holder [Member] | |||||||||||||
Stock issued during period, shares | 100,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Loans payable | $ 1,000,000 | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Technology License Agreement [Member] | |||||||||||||
Stock options, shares | 2,000,000 | ||||||||||||
Share issued price exercised | $ 1 | ||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||
Sale of stock | $ 115,000 | ||||||||||||
Sale of stock, shares | 115,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | |||||||||||||
Stock issued during period, shares | 1,250,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | Common Stock [Member] | |||||||||||||
Stock issued during period, shares | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Licensor [Member] | Technology License Agreement [Member] | |||||||||||||
Stock issued during period, shares | 3,450,000 | ||||||||||||
Stock issued during the period, acquistions | 4,000,000 | ||||||||||||
Share issued exercise description | Until the Company exercise 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. | ||||||||||||
Subsequent Event [Member] | Note Holder [Member] | |||||||||||||
Debt financing | $ 1,166,000 | $ 1,166,000 | |||||||||||
Subsequent Event [Member] | Note Holder [Member] | Warrants [Member] | |||||||||||||
Warrants outstanding | 400,000 | 400,000 | |||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||||
Shares granted | 272,500 |