Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40809 | |
Entity Registrant Name | EZFILL HOLDINGS INC. | |
Entity Central Index Key | 0001817004 | |
Entity Tax Identification Number | 83-4260623 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2125 Biscayne Blvd | |
Entity Address, Address Line Two | #309 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | (305) | |
Local Phone Number | 791-1169 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EZFL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,112,933 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 20,650,989 | $ 882,870 |
Accounts receivable, net of allowance for doubtful accounts of $4,980 and $0, respectively | 132,481 | 193,640 |
Prepaid expenses and deferred offering costs | 142,484 | 160,078 |
Inventory | 35,262 | 41,055 |
Total Current Assets | 20,961,216 | 1,277,643 |
Fixed assets, net of accumulated depreciation of $238,528 and $143,818, respectively | 1,147,140 | 428,567 |
Goodwill | 109,983 | 109,983 |
Intangible assets, net of accumulated amortization of $967,897 and $472,944, respectively | 3,445,606 | 990,559 |
Total Assets | 25,663,945 | 2,806,752 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 655,335 | 488,405 |
Accounts payable and accrued liabilities, related parties | 700,000 | 2,250,000 |
Notes payable, net of discount of $0 and $75,000, respectively | 92,431 | 958,422 |
Notes payable - related party | 40,645 | |
Total Current Liabilities | 1,447,766 | 3,737,472 |
Notes payable - net of current portion | 73,488 | 321,024 |
Notes payable - net of current portion - related party | 230,000 | |
Total Liabilities | 1,521,254 | 4,288,496 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, $.0001 par value; 50,000,000 shares authorized; -0- shares issued and outstanding | ||
Common stock, $.0001 par value; 500,000,000 shares authorized; 25,926,923 and 17,199,912 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 2,592 | 1,720 |
Additional paid in capital | 37,825,792 | 6,472,536 |
Accumulated deficit | (13,685,693) | (7,956,000) |
Total Stockholders’ Equity (Deficit) | 24,142,691 | (1,481,744) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 25,663,945 | $ 2,806,752 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowance for doubtful | $ 4,980 | $ 0 |
Fixed assets, accumulated depreciation | 238,528 | 143,818 |
Intangible assets, accumulated amortization | 967,897 | 472,944 |
Discount current | $ 0 | $ 75,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 25,926,923 | 17,199,912 |
Common stock, shares outstanding | 25,926,923 | 17,199,912 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES | ||||
Revenues | $ 1,863,599 | $ 1,121,133 | $ 5,236,016 | $ 2,460,174 |
TOTAL REVENUES | 1,863,599 | 1,121,133 | 5,236,016 | 2,460,174 |
COSTS & EXPENSES | ||||
Cost of sales | 1,825,739 | 1,064,362 | 5,057,628 | 2,417,456 |
Operating expenses | 1,794,575 | 641,945 | 4,705,108 | 2,719,394 |
Depreciation and amortization | 237,788 | 127,298 | 589,662 | 324,234 |
TOTAL COSTS AND EXPENSES | 3,858,102 | 1,833,605 | 10,352,398 | 5,461,084 |
OPERATING LOSS | (1,944,504) | (712,472) | (5,116,382) | (3,000,910) |
OTHER INCOME AND EXPENSES | ||||
Other income | 154,673 | 154,673 | ||
Interest expense | (533,773) | (11,712) | (767,984) | (70,931) |
LOSS BEFORE INCOME TAXES | (2,373,603) | (724,184) | (5,729,693) | (3,071,841) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (2,373,603) | $ (724,184) | $ (5,729,693) | $ (3,071,841) |
NET LOSS PER SHARE | ||||
Basic and diluted | $ (0.13) | $ (0.08) | $ (0.33) | $ (0.33) |
Basic and diluted weighted average number of common shares outstanding | 18,555,343 | 9,640,704 | 17,586,747 | 9,262,691 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 836 | $ 1,138,620 | $ (701,994) | $ 437,462 | |
Balance, shares at Dec. 31, 2019 | 8,361,237 | ||||
Shares issued (net of subscription receivable) | $ 91 | 334,909 | 335,000 | ||
Shares issued (net of subscription receivable), shares | 910,662 | ||||
Net loss | (382,886) | (382,886) | |||
Ending balance, value at Mar. 31, 2020 | $ 927 | 1,473,529 | (1,084,880) | 389,576 | |
Balance, shares at Mar. 31, 2020 | 9,271,899 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 836 | 1,138,620 | (701,994) | $ 437,462 | |
Balance, shares at Dec. 31, 2019 | 8,361,237 | ||||
Shares issued (net of subscription receivable), shares | 106,291 | ||||
Net loss | $ (3,071,841) | ||||
Ending balance, value at Sep. 30, 2020 | $ 967 | 3,210,485 | (3,773,835) | (562,383) | |
Balance, shares at Sep. 30, 2020 | 9,675,340 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 927 | 1,473,529 | (1,084,880) | 389,576 | |
Balance, shares at Mar. 31, 2020 | 9,271,899 | ||||
Stock based compensation | $ 9 | 349,991 | 350,000 | ||
Stock based compensation, shares | 93,005 | ||||
Options granted | 148,292 | 148,292 | |||
Sale of shares | $ 24 | 899,976 | 900,000 | ||
Sale of shares, shares | 239,155 | ||||
Net loss | (1,964,771) | (1,964,771) | |||
Ending balance, value at Jun. 30, 2020 | $ 960 | 2,871,788 | (3,049,651) | (176,903) | |
Balance, shares at Jun. 30, 2020 | 9,604,059 | ||||
Stock based compensation | $ 7 | 268,242 | 268,249 | ||
Stock based compensation, shares | 71,281 | ||||
Options granted | 70,455 | 70,455 | |||
Net loss | (724,184) | (724,184) | |||
Ending balance, value at Sep. 30, 2020 | $ 967 | 3,210,485 | (3,773,835) | (562,383) | |
Balance, shares at Sep. 30, 2020 | 9,675,340 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,720 | 6,472,536 | (7,956,000) | (1,481,744) | |
Balance, shares at Dec. 31, 2020 | 17,199,912 | ||||
Stock based compensation | $ 9 | 368,240 | 368,249 | ||
Stock based compensation, shares | 97,854 | ||||
Options granted | 49,213 | 49,213 | |||
Debt discount | $ 1 | 29,999 | 30,000 | ||
Debt discount, shares | 7,972 | ||||
Issuance of acquisition shares | $ 16 | 599,984 | 600,000 | ||
Issuance of acquisition shares, shares | 159,437 | ||||
Net loss | (1,348,155) | (1,348,155) | |||
Ending balance, value at Mar. 31, 2021 | $ 1,746 | 7,519,972 | (9,304,155) | (1,782,437) | |
Balance, shares at Mar. 31, 2021 | 17,465,175 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,720 | 6,472,536 | (7,956,000) | $ (1,481,744) | |
Balance, shares at Dec. 31, 2020 | 17,199,912 | ||||
Shares issued (net of subscription receivable), shares | 26,573 | ||||
Net loss | $ (5,729,693) | ||||
Ending balance, value at Sep. 30, 2021 | $ 2,592 | 37,825,792 | (13,685,693) | 24,142,691 | |
Balance, shares at Sep. 30, 2021 | 25,926,923 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1,746 | 7,519,972 | (9,304,155) | (1,782,437) | |
Balance, shares at Mar. 31, 2021 | 17,465,175 | ||||
Stock based compensation | $ 10 | 396,281 | 396,291 | ||
Stock based compensation, shares | 95,197 | ||||
Options granted | 12,760 | 12,760 | |||
Sale of shares | $ 3 | 114,997 | 115,000 | ||
Sale of shares, shares | 30,559 | ||||
Issuance of shares for technology | $ 60 | 2,249,940 | 2,250,000 | ||
Issuance of shares for technology, shares | 597,889 | ||||
Issuance of bonus shares | $ 10 | 374,990 | 375,000 | ||
Issuance of bonus shares, shares | 99,648 | ||||
Net loss | (2,007,935) | (2,007,935) | |||
Ending balance, value at Jun. 30, 2021 | $ 1,829 | 10,668,940 | (11,312,090) | (641,321) | |
Balance, shares at Jun. 30, 2021 | 18,288,468 | ||||
Initial public offering, net of expenses | $ 719 | 25,248,855 | 25,249,574 | ||
Initial public offering, net of expenses, shares | 7,187,500 | ||||
Stock based compensation | $ 19 | 372,251 | 372,270 | ||
Stock based compensation, shares | 193,919 | ||||
Options granted | 12,760 | 12,760 | |||
Issuance of acquisition shares | $ 9 | 374,991 | 375,000 | ||
Issuance of acquisition shares, shares | 93,750 | ||||
Issuance of bonus and settlement shares | $ 15 | 899,985 | 900,000 | ||
Issuance of bonus and settlement shares, shares | 150,000 | ||||
Warrants and shares to lender | $ 1 | 248,010 | 248,011 | ||
Warrants and shares to lender, shares | 13,286 | ||||
Net loss | (2,373,603) | (2,373,603) | |||
Ending balance, value at Sep. 30, 2021 | $ 2,592 | $ 37,825,792 | $ (13,685,693) | $ 24,142,691 | |
Balance, shares at Sep. 30, 2021 | 25,926,923 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,729,693) | $ (3,071,841) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Stock based compensation | 1,211,543 | 1,471,508 |
Warrants and shares to lender | 248,011 | |
Change in fair market value | 38,094 | |
Loss on settlement | 300,000 | |
Depreciation and amortization | 589,663 | 324,235 |
Amortization of debt discount | 170,910 | 870 |
Bad debt expense | 16,959 | |
PPP loan forgiveness | (154,673) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 44,200 | (73,756) |
Inventory | 5,793 | 28,768 |
Prepaid expenses and deferred offering costs | 17,594 | (2,350) |
Accounts payable and accrued expenses | (161,130) | 123,296 |
Accounts payable and accrued expenses - related party | 328,060 | 45,119 |
Net cash used in operating activities | (3,412,763) | (816,057) |
Cash flows from investing activities: | ||
Acquisition of fixed assets | (813,283) | (87,661) |
Net cash used in investing activities | (813,283) | (87,661) |
Cash flows from financing activities: | ||
Proceeds from Initial Public Offering | 28,750,000 | |
Initial Public Offering expenses | (3,500,426) | |
Proceeds from issuance of common stock | 115,000 | 1,307,209 |
Proceeds from issuance of debt | 1,100,000 | 154,673 |
Proceeds from issuance of related party debt | 1,550,000 | 20,000 |
Repayment of debt | (2,172,010) | (8,015) |
Repayment of related party debt | (1,848,399) | (213,055) |
Net cash provided by financing activities | 23,994,165 | 1,260,812 |
Net change in cash and cash equivalents | 19,768,119 | 357,094 |
Cash and cash equivalents at beginning of period | 882,870 | 32,092 |
Cash and cash equivalents cash at end of period | 20,650,989 | 389,186 |
Noncash investing and financing activity: | ||
Debt discount | 170,910 | |
Acquisition of Neighborhood Fuel | 700,000 | |
Issuance of acquisition, bonus and settlement shares | 2,250,000 | |
Vehicles acquired with notes | 198,087 | |
Shares issued for technology | 2,950,000 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 448,071 | 11,398 |
Cash paid for taxes |
Nature of Organization and Summ
Nature of Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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. Initial Public Offering In September 2021, the Company issued 7,187,500 4.00 25,250,000 2,406,250 1,093,750 18,750,000 one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. 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 included in the Company’s final prospectus dated September 14, 2021, filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Company’s Registration Statement on Form S-1 (File No. 333-256691), filed with the SEC. 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 and nine months ended September 30, 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 allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used in Black-Scholes valuation models related to stock options and warrants. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. At September 30, 2021 and December 31, 2020, the Company had $ 20,650,989 882,870 250,000 Accounts Receivable The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts are written off against the allowance after all attempts to collect a receivable have failed. At September 30, 2021 and December 31, 2020, the allowance was $ 4,980 0 Inventory Inventory is valued at the lower of the inventory’s cost or market using the first-in, first-out method. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory consists solely of fuel. At September 30, 2021 and December 31, 2020, the allowance was $ 0 Concentrations Major Customers For the nine months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 58 31 60 49 The Company had one customer that made up 39 68 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. Deferred offering costs were offset against additional paid in capital upon completion of the offering. As of September 30, 2021 and December 31, 2020, the Company recorded $ 0 153,597 Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the nine months ended September 30, 2021 and 2020 of approximately $ 86,775 24,136 10,694 7,079 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 Schedule of Shares Excluded from the Computations of Diluted Loss Per Share Three months ended September 30, Nine months ended September 30, Description 2021 2020 2021 2020 Stock options under treasury stock method 95,019 68,290 93,849 55,982 Acquisition and bonus shares issuable - 187,500 - 187,500 Shares Excluded from the Computations of Diluted Loss Per Share Reclassifications Certain reclassifications of prior year amounts have been made to be consistent with the current year presentation. |
Going concern
Going concern | 9 Months Ended |
Sep. 30, 2021 | |
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. 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 nine months ended September 30, 2021, the Company had a net loss of $ 5,729,693 13,685,695 19,513,448 25,250,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (3) Related Party Transactions During the nine months ended September 30, 2021 and 2020, Company issued 26,573 106,291 100,000 400,000 The Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc. Pursuant to the Consulting Agreement, Balance Labs will provide consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance with, negotiating and entering agreements with potential fleet, residential, marine and corporate customers that Balance Labs has relationships with. Balance Labs will also assist with the Company’s expansion efforts. Under the Consulting Agreement, in payment of services that Balance Labs had already provided, the Company issued Balance Labs 265,728 200,000 25,000 22,500 132,905 26 The Company is party to a technology license agreement with Fuel Butler LLC, which is owned 20% by an executive of the Company. See Note 5. All related party debt was repaid in September 2021. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | (4) Fixed Assets Fixed assets consisted of the following: Schedule of Fixed Assets Description Estimated Useful Lives September 30, 2021 December 31, 2020 Fixed assets: Equipment 5 $ 167,038 $ 42,643 Leasehold improvements Lease term 16,265 - Vehicles 5 538,562 529,742 Deposits on trucks 663,803 - Total fixed assets 1,385,668 572,385 Accumulated depreciation (238,528 ) (143,818 ) Fixed assets, net $ 1,147,140 $ 428,567 Depreciation expense totaled $ 94,710 77,076 35,504 37,314 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (5) Intangible Assets Intangible assets consisted of the following: Schedule of Intangible Assets Description September 30, 2021 December 31, 2020 Indefinite lived intangible assets: Goodwill $ 109,983 $ 109,983 Total indefinite lived intangible assets $ 109,983 $ 109,983 Other intangible assets: Trademarks $ 103,258 $ 103,258 Software 504,314 504,314 Customer list 855,073 855,073 Non-compete 858 858 Technology license 2,950,000 - Total other intangible assets $ 4,413,503 $ 1,463,503 Accumulated amortization (967,897 ) (472,944 ) Total other intangible assets, net $ 3,445,606 $ 990,559 On April 7, 2021, the Company entered into a Technology License Agreement, under which the Company licensed certain proprietary technology. Under the terms of the license, the Company issued 265,728 332,160 186,010 700,000 730,752 531,456 3.76 1,062,913 Amortization expense on intangible assets totaled $ 494,953 247,159 202,484 89,984 Future amortization schedule for intangible assets as of September 30, 2021 is as follows: Schedule of Amortization for Intangible Assets 2021 (October-December) $ 237,484 2022 888,207 2023 792,937 2024 706,706 2025 601,975 2026 218,297 TOTAL $ 3,445,606 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
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: Schedule of Accounts Payable and Accrued Liabilities September 30, December 31, Accounts Payable and Accrued Liabilities: Accounts payable $ 344,733 $ 215,599 Accrued payroll 304,488 160,417 Accrued expenses 6,114 68,290 Accrued interest - 44,099 Total Accounts Payable and Accrued Liabilities $ 655,335 $ 488,405 Accounts Payable and Accrued Liabilities – Related Parties: Settlement payable $ - $ 300,000 Acquisition consideration payable in shares - 750,000 Shares payable to technology licensor 700,000 - Signing and performance bonus payable in shares - 1,200,000 Total Accounts Payable and Accrued Liabilities, Related Parties $ 700,000 $ 2,250,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
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 1 April 21, 2021 100,000 10,000 On March 10, 2021, the Company borrowed a total of $ 300,000 100,000 1 March 10, 2022 10,000 30,000 On April 16, 2021, the Company issued a promissory note to a lender for $ 1,166,000 66,000 8 January 16, 2022 400,000 125 On June 25, 2021, the Company issued promissory notes to two related parties for $ 265,958 15,958 1 December 25, 2021 On July 26, 2021, the company issued promissory notes to two related parties for $ 132,979 7,979 1 January 26, 2022 On August 18, 2021, the Company issued a promissory note to a related party in the amount of $ 265,000 15,000 12 August 18, 2022 however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 18, 2022, was immediately due and payable within two business days of such occurrence. On August 19, 2021, the Company issued a promissory note to a lender in the amount of $ 265,000 15,000 12 August 19, 2022 however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 19, 2022, was immediately due and payable within two business days of such occurrence. All debt except for vehicle loans was repaid in September 2021 after the consummation of the Company’s IPO. Amounts remaining in debt discount were included in interest expense. Maturities of debt as of September 30, 2021 are as follows: Schedule of Maturities of Long-Term Debt 2021 (September to December) $ 63,530 2022 38,711 2023 37,132 2024 14,820 2025 11,726 Total $ 165,919 |
SBA PPP Loan
SBA PPP Loan | 9 Months Ended |
Sep. 30, 2021 | |
Sba Ppp Loan | |
SBA PPP Loan | (8) SBA PPP Loan On April 20, 2020, the Company received loan proceeds in the amount of $ 154,673 On September 17, 2021, 100 154,673 |
Shareholders Equity
Shareholders Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders Equity | (9) Shareholders Equity Authorized shares include 500 50 Immediately prior to the Company’s IPO in September 2021, all shares of common stock then outstanding converted into an aggregate of 18,750,000 one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. On August 1, 2020, the Company’s board of directors approved the EzFill Holdings, Inc. 2020 Equity Incentive Plan (Plan), which plan has also been approved by the Company’s shareholders. The Company has reserved 1,913,243 Common stock During the nine months ended September 30, 2021, 30,559 115,000 During the nine months ended September 30, 2021 and 2020, Company issued 26,573 106,291 100,000 400,000 During the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 345,000 582,000 310,000 0 On April 11, 2019, the Company entered into an employment agreement with a former owner of a business sold to the Company. Stock compensation of $ 57,063 During the nine months ended September 30, 2021, the Company issued 502,835 Stock Options and Warrants The following table represents option activity during the nine months ended September 30, 2021: Schedule of Option Activity Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at December 31, 2020 148,145 $ 1.69 3.9 Options granted 27,239 2.26 4.5 Vested and Exercisable at September 30, 2021 175,384 $ 1.77 3.6 Pursuant to certain sponsorship agreements, during the nine months ended September 30, 2021, 27,239 175,384 74,404 100,980 five 0.64 2.26 1,550 3,500 The fair value of the stock options granted during the nine months ended September 30, 2021, of $ 74,733 2 5 0 79 The intrinsic value of options outstanding at September 30, 2021 and December 31, 2020 was approximately $ 350,000 307,000 The underwriter’s representatives for the Company’s IPO received warrants to purchase up to 359,375 March 14, 2022 September 14, 2026 5.00 The amount of approximately $ 198,000 106,291 September 14, 2024 5.00 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) Commitments and Contingencies Litigation The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries. As of September 30, 2021, and December 31, 2020, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure under GAAP. Lease Commitment The Company is renting office space on a short-term arrangement and the related lease commitment is not material to the consolidated financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes Book income before taxes was negative for the nine months ended September 30, 2021. Tax expense for the nine months ended September 30, 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events The Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued. Upon completion of the Company’s IPO, 186,010 |
Nature of Organization and Su_2
Nature of Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Organization | 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. |
Initial Public Offering | Initial Public Offering In September 2021, the Company issued 7,187,500 4.00 25,250,000 2,406,250 1,093,750 18,750,000 one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. |
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 included in the Company’s final prospectus dated September 14, 2021, filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Company’s Registration Statement on Form S-1 (File No. 333-256691), filed with the SEC. 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 and nine months ended September 30, 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 allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used in Black-Scholes valuation models related to stock options and warrants. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
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 September 30, 2021 and December 31, 2020, the Company had $ 20,650,989 882,870 250,000 |
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 September 30, 2021 and December 31, 2020, the allowance was $ 4,980 0 |
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 September 30, 2021 and December 31, 2020, the allowance was $ 0 |
Concentrations | Concentrations Major Customers For the nine months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 58 31 60 49 The Company had one customer that made up 39 68 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. Deferred offering costs were offset against additional paid in capital upon completion of the offering. As of September 30, 2021 and December 31, 2020, the Company recorded $ 0 153,597 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the nine months ended September 30, 2021 and 2020 of approximately $ 86,775 24,136 10,694 7,079 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes |
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 Schedule of Shares Excluded from the Computations of Diluted Loss Per Share Three months ended September 30, Nine months ended September 30, Description 2021 2020 2021 2020 Stock options under treasury stock method 95,019 68,290 93,849 55,982 Acquisition and bonus shares issuable - 187,500 - 187,500 Shares Excluded from the Computations of Diluted Loss Per Share |
Reclassifications | Reclassifications Certain reclassifications of prior year amounts have been made to be consistent with the current year presentation. |
Nature of Organization and Su_3
Nature of Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Shares Excluded from the Computations of Diluted 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 Schedule of Shares Excluded from the Computations of Diluted Loss Per Share Three months ended September 30, Nine months ended September 30, Description 2021 2020 2021 2020 Stock options under treasury stock method 95,019 68,290 93,849 55,982 Acquisition and bonus shares issuable - 187,500 - 187,500 Shares Excluded from the Computations of Diluted Loss Per Share |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consisted of the following: Schedule of Fixed Assets Description Estimated Useful Lives September 30, 2021 December 31, 2020 Fixed assets: Equipment 5 $ 167,038 $ 42,643 Leasehold improvements Lease term 16,265 - Vehicles 5 538,562 529,742 Deposits on trucks 663,803 - Total fixed assets 1,385,668 572,385 Accumulated depreciation (238,528 ) (143,818 ) Fixed assets, net $ 1,147,140 $ 428,567 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Schedule of Intangible Assets Description September 30, 2021 December 31, 2020 Indefinite lived intangible assets: Goodwill $ 109,983 $ 109,983 Total indefinite lived intangible assets $ 109,983 $ 109,983 Other intangible assets: Trademarks $ 103,258 $ 103,258 Software 504,314 504,314 Customer list 855,073 855,073 Non-compete 858 858 Technology license 2,950,000 - Total other intangible assets $ 4,413,503 $ 1,463,503 Accumulated amortization (967,897 ) (472,944 ) Total other intangible assets, net $ 3,445,606 $ 990,559 |
Schedule of Amortization for Intangible Assets | Future amortization schedule for intangible assets as of September 30, 2021 is as follows: Schedule of Amortization for Intangible Assets 2021 (October-December) $ 237,484 2022 888,207 2023 792,937 2024 706,706 2025 601,975 2026 218,297 TOTAL $ 3,445,606 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The Company had accounts payable and accrued liabilities as follows: Schedule of Accounts Payable and Accrued Liabilities September 30, December 31, Accounts Payable and Accrued Liabilities: Accounts payable $ 344,733 $ 215,599 Accrued payroll 304,488 160,417 Accrued expenses 6,114 68,290 Accrued interest - 44,099 Total Accounts Payable and Accrued Liabilities $ 655,335 $ 488,405 Accounts Payable and Accrued Liabilities – Related Parties: Settlement payable $ - $ 300,000 Acquisition consideration payable in shares - 750,000 Shares payable to technology licensor 700,000 - Signing and performance bonus payable in shares - 1,200,000 Total Accounts Payable and Accrued Liabilities, Related Parties $ 700,000 $ 2,250,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | Maturities of debt as of September 30, 2021 are as follows: Schedule of Maturities of Long-Term Debt 2021 (September to December) $ 63,530 2022 38,711 2023 37,132 2024 14,820 2025 11,726 Total $ 165,919 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Option Activity | The following table represents option activity during the nine months ended September 30, 2021: Schedule of Option Activity Number of Weighted Average Weighted Average Options Exercise Price (years) Vested and Exercisable at December 31, 2020 148,145 $ 1.69 3.9 Options granted 27,239 2.26 4.5 Vested and Exercisable at September 30, 2021 175,384 $ 1.77 3.6 |
Schedule of Shares Excluded fro
Schedule of Shares Excluded from the Computations of Diluted Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options Under Treasury Stock Method [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares Excluded from the Computations of Diluted Loss Per Share | 95,019 | 68,290 | 93,849 | 55,982 |
Acquisition And Bonus Shares Issuable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares Excluded from the Computations of Diluted Loss Per Share | 187,500 | 187,500 |
Nature of Organization and Su_4
Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Product Information [Line Items] | ||||||||
Number of shares issued | 30,000 | 26,573 | 106,291 | |||||
Value of shares issued | $ 335,000 | |||||||
Offering expense | $ 3,500,426 | |||||||
Cash and cash equivalents | $ 20,650,989 | $ 20,650,989 | 20,650,989 | $ 882,870 | ||||
Federally insured | 250,000 | 250,000 | 250,000 | 250,000 | ||||
Allowance for accounts receivable | 4,980 | 4,980 | 4,980 | 0 | ||||
Allowance for inventory | 0 | 0 | 0 | 0 | ||||
Deferred offering costs | $ 0 | 0 | 0 | $ 153,597 | ||||
Advertising costs | $ 10,694 | $ 7,079 | $ 86,775 | $ 24,136 | ||||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 60.00% | 49.00% | 58.00% | 31.00% | ||||
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration risk percentage | 39.00% | 68.00% | ||||||
IPO [Member] | ||||||||
Product Information [Line Items] | ||||||||
Number of shares issued | 7,187,500 | |||||||
Price per share | $ 4 | $ 4 | $ 4 | |||||
Value of shares issued | $ 25,250,000 | |||||||
Underwriting discounts and commissions | 2,406,250 | |||||||
Offering expense | $ 1,093,750 | |||||||
Number of shares converted | 18,750,000 | |||||||
Stockholders' Equity, Reverse Stock Split | one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net loss | $ 2,373,603 | $ 2,007,935 | $ 1,348,155 | $ 724,184 | $ 1,964,771 | $ 382,886 | $ 5,729,693 | $ 3,071,841 | |
Accumulated Deficit | $ 13,685,695 | 13,685,695 | 13,685,695 | ||||||
Working capital surplus | 19,513,448 | $ 19,513,448 | $ 19,513,448 | ||||||
Stock Issued During Period, Value, New Issues | $ 335,000 | ||||||||
IPO [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | $ 25,250,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 10, 2021 | Nov. 18, 2018 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Common stock issued | 30,000 | 26,573 | 106,291 | ||
Share based compensation | $ 100,000 | $ 400,000 | |||
Common Stock [Member] | |||||
Common stock issued | 910,662 | ||||
Balance Labs Inc [Member] | Consulting Agreement [Member] | |||||
One time payment made upon completion initial public offering | $ 200,000 | ||||
Percentage of common stock held | 26.00% | ||||
Balance Labs Inc [Member] | Consulting Agreement [Member] | First Year [Member] | |||||
Monthly payment | $ 25,000 | ||||
Balance Labs Inc [Member] | Consulting Agreement [Member] | Second Year [Member] | |||||
Monthly payment | $ 22,500 | ||||
Balance Labs Inc [Member] | Consulting Agreement [Member] | Common Stock [Member] | |||||
Number of shares issued for services | 265,728 | ||||
Stock issuable for services | 132,905 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 1,385,668 | $ 572,385 |
Accumulated Depreciation | (238,528) | (143,818) |
Fixed assets, net | $ 1,147,140 | 428,567 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total Fixed Assets | $ 167,038 | 42,643 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 16,265 | |
Estimated Useful Lives | Lease term | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total Fixed Assets | $ 538,562 | 529,742 |
Deposits on trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 663,803 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 35,504 | $ 37,314 | $ 94,710 | $ 77,076 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 109,983 | $ 109,983 |
Total indefinite lived intangible assets | 109,983 | 109,983 |
Trademarks | 103,258 | 103,258 |
Software | 504,314 | 504,314 |
Customer list | 855,073 | 855,073 |
Non-compete | 858 | 858 |
Technology license | 2,950,000 | |
Total other intangible assets | 4,413,503 | 1,463,503 |
Accumulated amortization | (967,897) | (472,944) |
Total other intangible assets, net | $ 3,445,606 | $ 990,559 |
Schedule of Amortization for In
Schedule of Amortization for Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (October-December) | $ 237,484 | |
2022 | 888,207 | |
2023 | 792,937 | |
2024 | 706,706 | |
2025 | 601,975 | |
2026 | 218,297 | |
Total other intangible assets, net | $ 3,445,606 | $ 990,559 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Apr. 07, 2021 | Mar. 10, 2021 | May 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares issued (net of subscription receivable), shares | 30,000 | 26,573 | 106,291 | |||||||
Accounts Payable, Related Parties, Current | $ 700,000 | $ 700,000 | $ 2,250,000 | |||||||
Stock options, shares | 175,384 | 175,384 | 148,145 | |||||||
Amortization expense | $ 202,484 | $ 89,984 | $ 494,953 | $ 247,159 | ||||||
Common Stock [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares issued (net of subscription receivable), shares | 910,662 | |||||||||
Stock issued during the period, acquistions | 93,750 | 159,437 | ||||||||
Technology License Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Stock options, shares | 531,456 | |||||||||
Share issued price exercised | $ 3.76 | |||||||||
Licensor [Member] | Technology License Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares issued (net of subscription receivable), shares | 332,160 | |||||||||
Licensor [Member] | Technology License Agreement [Member] | Common Stock [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares issued (net of subscription receivable), shares | 265,728 | |||||||||
[custom:SharesIssuable-0] | 186,010 | 186,010 | ||||||||
Accounts Payable, Related Parties, Current | $ 700,000 | $ 700,000 | ||||||||
Licensor One [Member] | Technology License Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||
Shares issued (net of subscription receivable), shares | 730,752 | |||||||||
Stock issued during the period, acquistions | 1,062,913 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities: | ||
Accounts payable | $ 344,733 | $ 215,599 |
Accrued payroll | 304,488 | 160,417 |
Accrued expenses | 6,114 | 68,290 |
Accrued interest | 44,099 | |
Total Accounts Payable and Accrued Liabilities | 655,335 | 488,405 |
Accounts Payable and Accrued Liabilities – Related Parties: | ||
Settlement payable | 300,000 | |
Acquisition consideration payable in shares | 750,000 | |
Shares payable to technology licensor | 700,000 | |
Signing and performance bonus payable in shares | 1,200,000 | |
Total Accounts Payable and Accrued Liabilities, Related Parties | $ 700,000 | $ 2,250,000 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-Term Debt (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (September to December) | $ 63,530 |
2022 | 38,711 |
2023 | 37,132 |
2024 | 14,820 |
2025 | 11,726 |
Total | $ 165,919 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Aug. 19, 2021 | Aug. 18, 2021 | Jul. 26, 2021 | Jun. 25, 2021 | Apr. 16, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Short-term Debt [Line Items] | |||||||||
Note payable | $ 300,000 | $ 1,000,000 | |||||||
Interest rate | 1.00% | 1.00% | |||||||
Maturity date | Mar. 10, 2022 | Apr. 21, 2021 | |||||||
Shares issued (net of subscription receivable), shares | 30,000 | 26,573 | 106,291 | ||||||
Number of shares granted | 27,239 | ||||||||
Promissory Notes [Member] | Related Party One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Note payable | $ 100,000 | ||||||||
Promissory Notes [Member] | Related Party Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Note payable | $ 265,000 | $ 265,000 | $ 132,979 | $ 265,958 | 100,000 | ||||
Interest rate | 12.00% | 12.00% | 1.00% | 1.00% | |||||
Maturity date | Aug. 19, 2022 | Aug. 18, 2022 | Jan. 26, 2022 | Dec. 25, 2021 | |||||
Debt discount | $ 15,000 | $ 15,000 | $ 7,979 | $ 15,958 | |||||
Debt Instrument, Covenant Description | however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 19, 2022, was immediately due and payable within two business days of such occurrence. | however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 18, 2022, was immediately due and payable within two business days of such occurrence. | |||||||
Promissory Notes [Member] | Related Party Three [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Note payable | $ 100,000 | ||||||||
Note holder [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Maturity date | Jan. 16, 2022 | ||||||||
Shares issued (net of subscription receivable), shares | 100,000 | 10,000 | |||||||
Lender [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Note payable | $ 66,000 | ||||||||
Shares issued (net of subscription receivable), shares | 10,000 | ||||||||
Debt financing | $ 1,166,000 | ||||||||
Number of shares granted | 400,000 | ||||||||
offering price percentage | 125.00% |
SBA PPP Loan (Details Narrative
SBA PPP Loan (Details Narrative) - Paycheck protection program [Member] - USD ($) | Sep. 17, 2021 | Apr. 20, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from loan | $ 154,673 | $ 154,673 |
Percentage of outstanding loan forgiven | 100.00% |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options, Vested and Exercisable, Beginning balance | 148,145 | |
Weighted Average Exercise Price, Vested and Exercisable, Beginning balance | $ 1.69 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable, Outstanding balance | 3 years 7 months 6 days | 3 years 10 months 24 days |
Number of Options, Options granted | 27,239 | |
Weighted Average Exercise Price, Options granted | $ 2.26 | |
Weighted Average Remaining Contractual Term (years), Options granted | 4 years 6 months | |
Number of Options, Vested and Exercisable, Ending balance | 175,384 | 148,145 |
Weighted Average Exercise Price, Vested and Exercisable, Ending balance | $ 1.77 | $ 1.69 |
Shareholders Equity (Details Na
Shareholders Equity (Details Narrative) - USD ($) | Mar. 10, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 01, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||
Number of sale of shares | 30,559 | ||||||
Proceeds from sale of stock | $ 115,000 | ||||||
Shares issued (net of subscription receivable), shares | 30,000 | 26,573 | 106,291 | ||||
Stock-based compensation expense | $ 1,211,543 | $ 1,471,508 | |||||
Number of shares granted | 27,239 | ||||||
Options outstanding | 175,384 | 175,384 | 175,384 | 148,145 | |||
Vesting period | 5 years | ||||||
Fair value of options granted | $ 74,733 | ||||||
Fair value assumptions, risk free interest rate | 2.00% | ||||||
Fair value expected term | 5 years | ||||||
Fair value assumptions, dividend yield | 0.00% | ||||||
Fair value assumptions, expected volatility | 79.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 350,000 | $ 350,000 | $ 350,000 | $ 307,000 | |||
Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants exercisable date | Sep. 14, 2024 | ||||||
Warrants exercise price | $ 5 | $ 5 | $ 5 | ||||
Warrants issued | 106,291 | ||||||
Underwriter [Member] | Interest Expense [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant expense | $ 198,000 | ||||||
Minimum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of vested shares | 0.64 | ||||||
Maximum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of vested shares | $ 2.26 | ||||||
Sponsorship Agreements [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares granted | 100,980 | ||||||
Executives [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued (net of subscription receivable), shares | 26,573 | 106,291 | |||||
Stock-based compensation expense | $ 100,000 | $ 400,000 | |||||
Board Members And Consultants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock-based compensation expense | 345,000 | 582,000 | |||||
Shares granted for sponsorships | 310,000 | 0 | |||||
Employment Agreement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock-based compensation expense | $ 57,063 | $ 57,063 | |||||
Accrued Bonuses Acquisitions And Settlements [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued (net of subscription receivable), shares | 502,835 | ||||||
Founder [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares granted | 74,404 | ||||||
Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares granted | 1,550 | ||||||
Value of shares granted | $ 3,500 | ||||||
Two Thousand And Twenty Equity Incentive Plan [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares reserved | 1,913,243 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,750,000 | ||||||
Stockholders' Equity, Reverse Stock Split | one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. | ||||||
Shares issued (net of subscription receivable), shares | 7,187,500 | ||||||
IPO [Member] | Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of securities called by rights | 359,375 | 359,375 | 359,375 | ||||
Warrants exercise price | $ 5 | $ 5 | $ 5 | ||||
IPO [Member] | Minimum [Member] | Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants exercisable date | Mar. 14, 2022 | ||||||
IPO [Member] | Maximum [Member] | Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants exercisable date | Sep. 14, 2026 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Total income tax provision |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Oct. 15, 2021 | Apr. 07, 2021 | Mar. 10, 2021 | Sep. 30, 2021 | May 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 30,000 | 26,573 | 106,291 | |||||
IPO [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 7,187,500 | |||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 910,662 | |||||||
Licensor [Member] | Technology License Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 332,160 | |||||||
Licensor [Member] | Technology License Agreement [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 265,728 | |||||||
Licensor [Member] | Technology License Agreement [Member] | Common Stock [Member] | IPO [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued (net of subscription receivable), shares | 186,010 |