Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | 84-4260623 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2299 NE 191st Street, | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Aventura | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33180 | ||
City Area Code | (305) | ||
Local Phone Number | 791-1169 | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 | ||
Trading Symbol | EZFL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 10,255,995 | ||
Entity Common Stock, Shares Outstanding | 26,804,616 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Proxy Statement for Registrant’s 2023 Annual Meeting of Stockholders, which Proxy Statement shall be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report, are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX | ||
Auditor Firm ID | 2738 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 2,066,793 | $ 13,561,266 |
Investment in debt securities | 2,120,082 | 3,362,880 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $5,665, respectively | 766,692 | 100,194 |
Prepaid expenses and other | 329,351 | 186,349 |
Inventory | 151,248 | 46,343 |
Total Current Assets | 5,434,166 | 17,257,032 |
Fixed assets, net of accumulated depreciation of $1,134,680 and $284,216, respectively | 4,589,159 | 2,286,320 |
Goodwill and other indefinite lived intangibles | 129,983 | |
Other intangible assets, net of accumulated amortization of $0 and $1,205,379, respectively | 3,207,327 | |
Operating lease right of use asset | 521,782 | |
Other assets | 52,737 | 43,456 |
Total Assets | 10,597,844 | 22,924,118 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,256,479 | 579,365 |
Loans payable - current | 811,516 | 178,871 |
Borrowings under revolving line of credit | 1,000,000 | |
Operating lease liabilities | 230,014 | |
Total Current Liabilities | 3,298,009 | 758,236 |
Loans payable - net of current portion | 1,198,380 | 297,436 |
Operating lease liabilities, net of current portion | 316,008 | |
Total Liabilities | 4,812,397 | 1,055,672 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, $.0001 and $.0001 par value; 50,000,000 and 50,000,000 shares authorized; -0- and -0- shares issued and outstanding | ||
Common stock, $.0001 and $.0001 par value; 500,000,000 and 500,000,000 shares authorized; 26,685,392 and 26,243,474 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 2,669 | 2,624 |
Additional paid in capital | 40,672,529 | 39,210,291 |
Accumulated deficit | (34,845,161) | (17,339,396) |
Accumulated other comprehensive loss | (44,590) | (5,073) |
Total Stockholders’ Equity (Deficit) | 5,785,447 | 21,868,446 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 10,597,844 | $ 22,924,118 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowance for doubtful | $ 0 | $ 5,665 |
Fixed assets, accumulated depreciation | 1,134,680 | 284,216 |
Intangible assets, accumulated amortization | $ 1,205,379 | |
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 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 26,685,392 | 26,243,474 |
Common stock, shares outstanding | 26,685,392 | 26,243,474 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | ||
Revenues | $ 15,044,721 | $ 7,233,957 |
TOTAL REVENUES | 15,044,721 | 7,233,957 |
COSTS & EXPENSES | ||
Cost of sales | 15,218,234 | 7,027,274 |
Operating expenses | 12,648,629 | 8,102,934 |
Impairment of goodwill and intangible assets | 2,636,402 | |
Impairment of fixed assets | 258,114 | |
Depreciation and amortization | 1,769,621 | 872,834 |
TOTAL COSTS AND EXPENSES | 32,531,000 | 16,003,042 |
OPERATING LOSS | (17,486,279) | (8,769,085) |
OTHER INCOME AND EXPENSES | ||
Interest income | 84,603 | |
Other income | 161,572 | |
Interest expense | (104,089) | (775,884) |
LOSS BEFORE INCOME TAXES | (17,505,765) | (9,383,397) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (17,505,765) | $ (9,383,397) |
NET LOSS PER SHARE | ||
Basic and diluted | $ (0.66) | $ (0.46) |
Basic and diluted weighted average number of common shares outstanding | 26,411,874 | 20,199,444 |
Comprehensive Loss: | ||
Net loss | $ (17,505,765) | $ (9,383,397) |
Other comprehensive loss: | ||
Change in fair value of debt securities | (39,517) | (5,073) |
Total comprehensive loss | $ (17,545,282) | $ (9,388,470) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,720 | $ 6,472,536 | $ (7,956,000) | $ (1,481,744) | ||
Beginning balance, shares at Dec. 31, 2020 | 17,199,912 | |||||
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 – related party | $ 23 | 949,619 | 949,642 | |||
Stock based compensation - related party, shares | 230,724 | |||||
Stock based compensation - other | $ 21 | 871,678 | 871,699 | |||
Stock based compensation - other, shares | 211,787 | |||||
Options granted | 74,733 | 74,733 | ||||
Debt discount, related parties | $ 1 | 29,999 | 30,000 | |||
Debt discount, related parties, shares | 7,972 | |||||
Consideration for acquisition | $ 19 | 749,981 | $ 750,000 | |||
Consideration for acquisition, shares | 193,398 | 375,000 | ||||
Issuance of bonus and settlement shares | $ 38 | 1,499,962 | $ 1,500,000 | |||
Issuance of bonus and settlement shares, shares | 384,437 | |||||
Warrants and shares to lender | $ 1 | 248,010 | 248,011 | |||
Warrants and shares to lender, shares | 13,286 | |||||
Issuance of shares for technology | $ 79 | 2,949,921 | 2,950,000 | |||
Issuance of shares for technology, shares | 783,899 | |||||
Sale of shares | $ 3 | 114,997 | 115,000 | |||
Sale of shares, shares | 30,559 | |||||
Other comprehensive loss | (5,073) | |||||
Net loss | (9,383,397) | (5,073) | (9,383,397) | |||
Ending balance, value at Dec. 31, 2021 | $ 2,624 | 39,210,291 | (17,339,396) | (5,073) | 21,868,446 | |
Ending balance, value at Dec. 31, 2021 | 26,243,474 | |||||
Stock based compensation – related party | $ 37 | 1,309,487 | 1,309,524 | |||
Stock based compensation - related party, shares | 367,453 | |||||
Stock based compensation - other | $ 4 | 102,755 | 102,759 | |||
Stock based compensation - other, shares | 34,142 | |||||
Consideration for acquisition | $ 4 | 49,996 | 50,000 | |||
Consideration for acquisition, shares | 40,323 | |||||
Other comprehensive loss | (39,517) | (39,517) | ||||
Net loss | (17,505,765) | (17,505,765) | ||||
Ending balance, value at Dec. 31, 2022 | $ 2,669 | $ 40,672,529 | $ (34,845,161) | $ (44,590) | $ 5,785,447 | |
Ending balance, value at Dec. 31, 2022 | 26,685,392 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (17,505,765) | $ (9,383,397) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Stock based compensation | 1,412,283 | 1,896,074 |
Warrants and shares to lender | 248,011 | |
Depreciation and amortization | 1,769,621 | 872,834 |
Impairment of goodwill and other intangible assets | 2,636,402 | |
Impairment of fixed assets | 258,114 | |
Amortization of bond premium and realized loss on investments | 52,096 | |
Amortization of debt discount, related party | 105,000 | |
Bad debt expense | 17,489 | 17,644 |
PPP loan forgiveness | (154,673) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (688,425) | 75,802 |
Inventory | (104,905) | (5,288) |
Prepaid expenses and other | (147,845) | (69,727) |
Operating lease assets and liabilities | 24,240 | |
Accounts payable and accrued expenses | 677,114 | 462,900 |
Accounts payable and accrued expenses - related party | (371,940) | |
Net cash used in operating activities | (11,599,581) | (6,306,761) |
Cash flows from investing activities: | ||
Maturity of debt securities | 1,151,186 | |
Acquisition of business | (321,250) | |
Acquisition of fixed assets | (3,258,417) | (1,998,151) |
Acquisition of intangible assets | (19,204) | |
Purchase of debt securities | (3,367,953) | |
Net cash used in investing activities | (2,428,481) | (5,385,308) |
Cash flows from financing activities: | ||
Proceeds from Initial Public Offering | 28,750,000 | |
Initial Public Offering expenses | (3,500,426) | |
Borrowings under line of credit | 1,000,000 | |
Proceeds from issuance of common stock | 115,000 | |
Proceeds from issuance of debt and loans | 2,191,308 | 1,440,572 |
Proceeds from issuance of related party debt | 1,550,000 | |
Repayment of debt | (657,719) | (2,136,283) |
Repayment of related party debt | (1,848,399) | |
Net cash provided by financing activities | 2,533,589 | 24,370,464 |
Net change in cash and cash equivalents | (11,494,473) | 12,678,395 |
Cash and cash equivalents at beginning of period | 13,561,266 | 882,871 |
Cash and cash equivalents cash at end of period | 2,066,793 | 13,561,266 |
Noncash investing and financing activities: | ||
Debt discount | 105,000 | |
Issuance of acquisition, bonus, and settlement shares | 2,250,000 | |
Shares issued for technology | 2,950,000 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 101,075 | 455,791 |
Cash paid for taxes |
Nature of Organization and Summ
Nature of Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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. Basis of Presentation The Company’s financial statements are presented on the accrual basis of accounting principles generally accepted in the United States of America (“GAAP”) and include the years ended December 31, 2022 and 2021. 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. 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 December 31, 2022 and 2021, the Company had $ 2,066,793 13,561,266 250,000 Investments Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. Premiums or discounts on debt are amortized straight line over the term. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The following is a summary of the unrealized gains, losses, and fair value by investment type: December 31, 2022: Schedule of Unrealized Gains, Losses, and Fair Value Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 2,164,672 $ - $ 44,590 $ 2,120,082 December 31, 2021 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 3,367,953 $ - $ 5,073 $ 3,362,880 Realized losses on bonds during the years ended December 31, 2022 and 2021 were $ 5,255 0 1,151,186 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 December 31, 2022 and December 31, 2021, the allowance was $ 0 5,665 Concentrations Major Customers For the year ended December 31, 2022, the Company had two customers that made up approximately 32 11 58 The Company had two customers that made up 47 8 37 23 Major Vendors The Company purchases substantially all of its fuel from three vendors. 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, 2022 and 2021, the allowance was $ 0 0 Deferred Offering Costs The Company includes offering costs directly associated with its IPO and anticipated share offerings in prepaid expenses and other costs in the consolidated balance sheet. Deferred offering costs were offset against additional paid in capital upon completion of the offering. As of December 31, 2022, and 2021, the Company recorded $ 129,635 0 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. 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: Schedule of Amortization Finite Lived Intangible Assets Useful Life Intangible Asset Useful Life Customer list 5 Mobile app 3 Non-compete 2 Trade name 5 Loading rack license 5 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. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company measures its available for sale securities on a recurring basis based on level 1 prices. Revenue Recognition The Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives 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. Operating Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company’s operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the year ended December 31, 2022, and 2021 of approximately $ 1,182,815 216,946 Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes 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. 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 Computations of Diluted Loss Per Share Description 2022 2021 Year ended December 31, Description 2022 2021 Stock options under treasury stock method 0 0 Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
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 year ended December 31, 2022, the Company had a net loss of $ 17,505,765 34,845,161 In September 2021, the Company completed its Initial Public Offering and raised $ 25,250,000 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (3) Related Party Transactions During the year ended December 31, 2021, the Company issued 26,573 53,144 104,093 During the year ended December 31, 2022, the Company issued 182,540 522,462 75,893 125,951 776,761 The Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc. Pursuant to the Consulting Agreement, Balance Labs provided 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 also assisted 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 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | (4) Fixed Assets Fixed assets consisted of the following: Schedule of Fixed Assets Description Estimated Useful Lives December 31, 2022 December 31, 2021 Fixed assets: Equipment 5 $ 265,637 $ 175,068 Leasehold improvements Lease term 29,422 16,265 Vehicles 5 5,142,828 975,377 Office furniture 5 129,475 - Office equipment 5 9,471 9,471 Vehicle construction in process 147,006 1,394,355 Total fixed assets 5,723,839 2,570,536 Accumulated depreciation (1,134,680 ) (284,216 ) Fixed assets, net $ 4,589,159 $ 2,286,320 Depreciation expense totaled $ 850,464 140,398 The Company recorded impairment of $ 258,114 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | (5) Intangible Assets Intangible assets consisted of the following: Schedule of Intangible Assets Description December 31, 2022 December 31, 2021 Indefinite lived intangible assets: Domain name - 20,000 Goodwill $ - $ 109,983 Total indefinite lived intangible assets $ - $ 129,983 Other intangible assets: Trademarks $ - $ 103,258 Software - 503,517 Customer list - 855,073 Non-compete - 858 Loading rack license - - Technology license - 2,950,000 Total other intangible assets $ - $ 4,412,706 Accumulated amortization - (1,205,379 ) Total other intangible assets, net $ - $ 3,207,327 On April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the Company licensed certain proprietary technology. Under the terms of the license, the Company issued 265,728 332,160 186,010 730,752 531,456 3.76 1,062,913 Under the Technology Agreement, the Company licensed proprietary technology that it believed would enable the Company to expand its services to provide its fuel service in high density areas. Fuel Butler has delivered a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity securities to Fuel Butler. The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues to be in force. While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement. The Company has sent a proposal to Fuel Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement. Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022. The impairment loss of $ 1,987,500 See Note 13 for details of intangibles from an acquisition during the year ended December 31, 2022. Amortization expense on intangible assets totaled $ 919,158 732,436 Goodwill is considered impaired, and the Company recognized an impairment loss of $ 166,838 482,064 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, December 31, Accounts Payable and Accrued Liabilities: Accounts payable $ 987,012 $ 491,598 Accrued payroll 266,453 82,080 Accrued expenses - 5,687 Accrued interest 3,014 - Total Accounts Payable and Accrued Liabilities $ 1,256,479 $ 579,365 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | (7) Debt Bank Line of Credit On December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was approximately $ 3.0 16.2 1.0 0 5.75 1.50 Vehicle Loans The Company has entered into various loans for the purchase of vehicles in the ordinary course of business. Each loan is secured by the vehicle that is financed. One of the lenders has provided a commercial line of credit of $ 4.0 2.4 3.5 9.0 3.5 Other Debt 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 On July 26, 2021, the company issued promissory notes to two related parties for $ 132,979 7,979 1 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 December 31, 2022, are as follows: Schedule of Maturities of Long-Term Debt 2023 $ 811,516 2024 820,844 2025 307,365 2026 55,852 2027 14,319 Total $ 2,009,896 |
SBA PPP Loan
SBA PPP Loan | 12 Months Ended |
Dec. 31, 2022 | |
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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders Equity | (9) Shareholders Equity Authorized shares include 500 50 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 2,600,000 Common stock During the year ended December 31, 2021, 30,559 115,000 During the year ended December 31, 2021, the Company issued 26,573 100,000 53,144 200,000 During the year ended December 31, 2021, the Company recorded stock-based compensation expense of $ 345,000 110,000 During the year ended December 31, 2021, the Company issued 600,000 375,000 During the year ended December 31, 2022, the Company issued 20,000 68,500 During the year ended December 31, 2022, the Company issued 40,323 During the year ended December 31, 2022, the Company issued 182,540 522,462 587,500 75,893 125,951 776,761 365,000 A total of 966,801 1,195,053 177,510 A summary of the restricted stock activity is presented as follows: Schedule of Restricted Stock Activity Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2021 317,586 $ 3.27 Granted 966,801 0.63 Vested (405,542 ) 2.69 Forfeited (35,000 ) 2.00 December 31, 2022 843,845 $ 0.56 The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. The reduction of stock compensation expense related to the forfeitures was $ 2,365 0 Unrecognized stock compensation expense related to restricted stock was approximately $ 206,000 December 31, 2022, which will be recognized over a weighted-average period of 0.7 Stock Options and Warrants The following table represents option activity during the year ended December 31, 2022: Schedule of Stock Option Activity Number of Weighted Weighted Options Exercise Price (years) Outstanding at December 31, 2021 175,384 $ 1.78 3.3 Options granted 572,462 1.26 7.0 Outstanding at December 31, 2022 747,846 $ 1.36 4.2 Exercisable at December 31, 2022 428,962 $ 1.46 3.4 The fair value of the stock options granted in 2022 was determined using the Black-Scholes option pricing model with the following assumptions: Schedule of Fair Value Assumptions Year Ended Valuation assumptions: Risk-free rate 1.64 % Expected volatility 62 % Expected term (years) 5 Dividend yield 0 Unrecognized stock compensation expense related to stock options was approximately $ 131,000 December 31, 2022, which will be recognized over a weighted-average period of 2.0 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 In April 2021, the Company issued 106,291 September 14, 2024 5.00 The intrinsic value of options and warrants outstanding at December 31, 2022, and December 31, 2021 was $ 0 0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, and 2021, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure under GAAP. Lease Commitment On December 3, 2021, the Company signed a lease for 5778 39 21,773 14,743 735,197 246,538 245,777 Future minimum payments under non-cancellable leases as of December 31, 2022, were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases Future Minimum Payments 2023 $ 251,403 2024 256,414 2025 69,421 Total undiscounted operating leases payments 577,238 Less: Imputed interest 31,217 Present Value of Operating Lease Liabilities 546,021 Other Information Weighted-average remaining lease term 2.25 Weighted-average discount rate 5.0 % As a practical expedient, short-term leases with an initial term of 12 months or less are excluded from the consolidated balance sheets and charges from these leases are expensed as incurred. The Company has offices at several of its operating locations under leases that are cancellable upon short notice. Total rent expense for these leases (including the prior headquarters office) was approximately $ 121,415 89,935 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes The components of the deferred tax assets at December 31, 2022 and 2021 were as follows: Schedule of Deferred Tax Assets 2022 2021 Deferred tax assets: Stock-based compensation $ 202,510 $ 165,567 Intangibles 908,204 219,369 Net operating loss 8,147,005 4,413,292 Lease liabilities 138,389 - Capitalized research expenditures 354,157 - Other 8,058 1,612 Total gross deferred tax asset $ 9,758,323 $ 4,799,840 Deferred tax liabilities: Depreciation (872,157 ) (196,334 ) Prepaid assets (33,769 ) (32,057 ) Right of use asset (132,246 ) - Less: Valuation allowances (8,720,151 ) (4,571,449 ) Net deferred tax asset $ - $ - The components of the income tax benefit and related valuation allowance for the years ended December 31, 2022, and 2021 are as follows: Schedule of Income Tax Benefit and Related Valuation Allowance 2022 2021 Current $ - $ - Deferred (4,148,702 ) (2,544,004 ) Valuation allowance 4,148,702 2,544,004 Total Tax Provision $ - $ - A reconciliation of the provision for income taxes for the years ended December 31, 2022, and 2021 as compared to statutory rates is as follows: Schedule of Reconciliation of Provision for Income Taxes 2022 2021 Provision at federal statutory rate of 21 $ (3,676,210 ) $ (1,970,514 ) Permanent differences, net 254,526 (51,348 ) State income tax benefit (760,625 ) (407,709 ) Deferred adjustments 33,607 (126,995 ) Change in valuation allowance 4,148,702 2,544,004 Total income tax provision $ - $ - Federal net operating loss carryforwards at December 31, 2022 and December 31, 2021 totaled approximately $ 32.9 17.5 available to offset 80 % of future taxable income indefinitely. 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. |
Bank Credit Line
Bank Credit Line | 12 Months Ended |
Dec. 31, 2022 | |
Bank Credit Line | |
Bank Credit Line | (12) Bank Credit Line On December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was approximately $ 3.4 The amount outstanding under the Line of Credit shall bear interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest is due and payable monthly in arrears. The interest rate on the Line of Credit was 5.75 The Bank may, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding balance and accrued interest thereon, be immediately repaid in full, and the Bank may terminate the Line of Credit. Outstanding balances under the Line of Credit were $ 1,000,000 0 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | (13) Business Combination On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $ 321,250 3,750 40,323 50,000 A summary of the purchase price allocation at fair value is below. Schedule of Purchase Price Allocation at Fair Value Purchase Allocation Vehicles $ 153,000 Customer list 66,413 Loading rack license 58,857 Other identifiable intangibles 56,124 Goodwill 36,856 Purchase Allocation $ 371,250 The purchase price was paid as follows: Schedule of Business Acquisitions by Acquisition Issued or Issuable Cash $ 321,250 Common stock 50,000 Purchase Allocation $ 371,250 The vehicles and the identifiable intangibles will be depreciated and amortized over their estimated useful lives. Transaction costs related to the acquisition were not material. The results of operations for the year ended December 31, 2022, include approximately $ 113,000 4,000 March 11, 2022 The accompanying unaudited pro forma combined statement of operations presents the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the year ended December 31, 2021, assuming the acquisition occurred on January 1, 2021. Schedule of Unaudited Pro Forma Combined Statement of Operations Year ended December 31, 2021 EzFill Holdings Full Service Combined Revenue $ 7,233,957 $ 242,271 $ 7,476,228 Net Loss $ (9,383,397 ) $ (122,507 ) $ (9,505,904 ) Net Loss per common share – basic and diluted $ (0.46 ) $ (0.47 ) Weighted average common shares – basic and diluted 20,199,444 20,199,444 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (14) Subsequent Events The Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued. On January 23, 2023, the Company entered into an agreement (the “Consulting Agreement”) with Lunar Project LLC (the “Consultant”). For a term of two years unless terminated sooner as provided in the Consulting Agreement (the “Term”), the Consultant has agreed to provide the Company with certain services including, but not limited to, increasing the Company’s customer base through assembly of a contract sales team, assisting the Company in reducing its current operating expenses and assisting the Company with franchising its business. In exchange for its services, the Consultant will receive options to purchase 1,600,000 500,000 0.60 400,000 1.00 400,000 1.25 300,000 1.75 On February 10, 2023, the Board of Directors appointed Mr. Daniel Arbour as a non-independent director. Mr. Arbour’s term will continue until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal. Mr. Arbour will not serve on any of the Board’s committees. Mr. Arbour will receive a Board equivalent stock fee of $ 130,000 13,000 On February 17, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares (the “Shares”) of the Company’s common stock, par value $ 0.0001 2,096,000 3.0 50,000 7,500 10,000 67,141 26,601 |
Nature of Organization and Su_2
Nature of Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. |
Basis of Presentation | Basis of Presentation The Company’s financial statements are presented on the accrual basis of accounting principles generally accepted in the United States of America (“GAAP”) and include the years ended December 31, 2022 and 2021. |
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. |
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 December 31, 2022 and 2021, the Company had $ 2,066,793 13,561,266 250,000 |
Investments | Investments Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. Premiums or discounts on debt are amortized straight line over the term. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The following is a summary of the unrealized gains, losses, and fair value by investment type: December 31, 2022: Schedule of Unrealized Gains, Losses, and Fair Value Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 2,164,672 $ - $ 44,590 $ 2,120,082 December 31, 2021 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 3,367,953 $ - $ 5,073 $ 3,362,880 Realized losses on bonds during the years ended December 31, 2022 and 2021 were $ 5,255 0 1,151,186 |
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 December 31, 2022 and December 31, 2021, the allowance was $ 0 5,665 |
Concentrations | Concentrations Major Customers For the year ended December 31, 2022, the Company had two customers that made up approximately 32 11 58 The Company had two customers that made up 47 8 37 23 Major Vendors The Company purchases substantially all of its fuel from three vendors. |
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 December 31, 2022 and 2021, the allowance was $ 0 0 |
Deferred Offering Costs | Deferred Offering Costs The Company includes offering costs directly associated with its IPO and anticipated share offerings in prepaid expenses and other costs in the consolidated balance sheet. Deferred offering costs were offset against additional paid in capital upon completion of the offering. As of December 31, 2022, and 2021, the Company recorded $ 129,635 0 |
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. |
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: Schedule of Amortization Finite Lived Intangible Assets Useful Life Intangible Asset Useful Life Customer list 5 Mobile app 3 Non-compete 2 Trade name 5 Loading rack license 5 |
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. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company measures its available for sale securities on a recurring basis based on level 1 prices. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives 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. |
Operating Leases | Operating Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company’s operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs for the year ended December 31, 2022, and 2021 of approximately $ 1,182,815 216,946 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes |
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. |
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 Computations of Diluted Loss Per Share Description 2022 2021 Year ended December 31, Description 2022 2021 Stock options under treasury stock method 0 0 |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Nature of Organization and Su_3
Nature of Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Unrealized Gains, Losses, and Fair Value | The following is a summary of the unrealized gains, losses, and fair value by investment type: December 31, 2022: Schedule of Unrealized Gains, Losses, and Fair Value Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 2,164,672 $ - $ 44,590 $ 2,120,082 December 31, 2021 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Corporate bonds $ 3,367,953 $ - $ 5,073 $ 3,362,880 |
Schedule of Amortization Finite Lived Intangible Assets Useful Life | The Company amortizes finite lived intangible assets over their estimated useful lives, which range between two and five years. as follows: Schedule of Amortization Finite Lived Intangible Assets Useful Life Intangible Asset Useful Life Customer list 5 Mobile app 3 Non-compete 2 Trade name 5 Loading rack license 5 |
Schedule of Shares Excluded from Computations of Diluted Loss Per Share | Schedule of Shares Excluded from Computations of Diluted Loss Per Share Description 2022 2021 Year ended December 31, Description 2022 2021 Stock options under treasury stock method 0 0 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consisted of the following: Schedule of Fixed Assets Description Estimated Useful Lives December 31, 2022 December 31, 2021 Fixed assets: Equipment 5 $ 265,637 $ 175,068 Leasehold improvements Lease term 29,422 16,265 Vehicles 5 5,142,828 975,377 Office furniture 5 129,475 - Office equipment 5 9,471 9,471 Vehicle construction in process 147,006 1,394,355 Total fixed assets 5,723,839 2,570,536 Accumulated depreciation (1,134,680 ) (284,216 ) Fixed assets, net $ 4,589,159 $ 2,286,320 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Schedule of Intangible Assets Description December 31, 2022 December 31, 2021 Indefinite lived intangible assets: Domain name - 20,000 Goodwill $ - $ 109,983 Total indefinite lived intangible assets $ - $ 129,983 Other intangible assets: Trademarks $ - $ 103,258 Software - 503,517 Customer list - 855,073 Non-compete - 858 Loading rack license - - Technology license - 2,950,000 Total other intangible assets $ - $ 4,412,706 Accumulated amortization - (1,205,379 ) Total other intangible assets, net $ - $ 3,207,327 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, December 31, Accounts Payable and Accrued Liabilities: Accounts payable $ 987,012 $ 491,598 Accrued payroll 266,453 82,080 Accrued expenses - 5,687 Accrued interest 3,014 - Total Accounts Payable and Accrued Liabilities $ 1,256,479 $ 579,365 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | Maturities of debt as of December 31, 2022, are as follows: Schedule of Maturities of Long-Term Debt 2023 $ 811,516 2024 820,844 2025 307,365 2026 55,852 2027 14,319 Total $ 2,009,896 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Restricted Stock Activity | A summary of the restricted stock activity is presented as follows: Schedule of Restricted Stock Activity Weighted Average Grant Date Shares Fair Value Outstanding at December 31, 2021 317,586 $ 3.27 Granted 966,801 0.63 Vested (405,542 ) 2.69 Forfeited (35,000 ) 2.00 December 31, 2022 843,845 $ 0.56 |
Schedule of Stock Option Activity | The following table represents option activity during the year ended December 31, 2022: Schedule of Stock Option Activity Number of Weighted Weighted Options Exercise Price (years) Outstanding at December 31, 2021 175,384 $ 1.78 3.3 Options granted 572,462 1.26 7.0 Outstanding at December 31, 2022 747,846 $ 1.36 4.2 Exercisable at December 31, 2022 428,962 $ 1.46 3.4 |
Schedule of Fair Value Assumptions | Schedule of Fair Value Assumptions Year Ended Valuation assumptions: Risk-free rate 1.64 % Expected volatility 62 % Expected term (years) 5 Dividend yield 0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancellable Leases | Future minimum payments under non-cancellable leases as of December 31, 2022, were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases Future Minimum Payments 2023 $ 251,403 2024 256,414 2025 69,421 Total undiscounted operating leases payments 577,238 Less: Imputed interest 31,217 Present Value of Operating Lease Liabilities 546,021 Other Information Weighted-average remaining lease term 2.25 Weighted-average discount rate 5.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of the deferred tax assets at December 31, 2022 and 2021 were as follows: Schedule of Deferred Tax Assets 2022 2021 Deferred tax assets: Stock-based compensation $ 202,510 $ 165,567 Intangibles 908,204 219,369 Net operating loss 8,147,005 4,413,292 Lease liabilities 138,389 - Capitalized research expenditures 354,157 - Other 8,058 1,612 Total gross deferred tax asset $ 9,758,323 $ 4,799,840 Deferred tax liabilities: Depreciation (872,157 ) (196,334 ) Prepaid assets (33,769 ) (32,057 ) Right of use asset (132,246 ) - Less: Valuation allowances (8,720,151 ) (4,571,449 ) Net deferred tax asset $ - $ - |
Schedule of Income Tax Benefit and Related Valuation Allowance | The components of the income tax benefit and related valuation allowance for the years ended December 31, 2022, and 2021 are as follows: Schedule of Income Tax Benefit and Related Valuation Allowance 2022 2021 Current $ - $ - Deferred (4,148,702 ) (2,544,004 ) Valuation allowance 4,148,702 2,544,004 Total Tax Provision $ - $ - |
Schedule of Reconciliation of Provision for Income Taxes | A reconciliation of the provision for income taxes for the years ended December 31, 2022, and 2021 as compared to statutory rates is as follows: Schedule of Reconciliation of Provision for Income Taxes 2022 2021 Provision at federal statutory rate of 21 $ (3,676,210 ) $ (1,970,514 ) Permanent differences, net 254,526 (51,348 ) State income tax benefit (760,625 ) (407,709 ) Deferred adjustments 33,607 (126,995 ) Change in valuation allowance 4,148,702 2,544,004 Total income tax provision $ - $ - |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation at Fair Value | A summary of the purchase price allocation at fair value is below. Schedule of Purchase Price Allocation at Fair Value Purchase Allocation Vehicles $ 153,000 Customer list 66,413 Loading rack license 58,857 Other identifiable intangibles 56,124 Goodwill 36,856 Purchase Allocation $ 371,250 |
Schedule of Business Acquisitions by Acquisition Issued or Issuable | The purchase price was paid as follows: Schedule of Business Acquisitions by Acquisition Issued or Issuable Cash $ 321,250 Common stock 50,000 Purchase Allocation $ 371,250 |
Schedule of Unaudited Pro Forma Combined Statement of Operations | The accompanying unaudited pro forma combined statement of operations presents the accounts of EzFill Holdings, Inc. and Neighborhood Fuel for the year ended December 31, 2021, assuming the acquisition occurred on January 1, 2021. Schedule of Unaudited Pro Forma Combined Statement of Operations Year ended December 31, 2021 EzFill Holdings Full Service Combined Revenue $ 7,233,957 $ 242,271 $ 7,476,228 Net Loss $ (9,383,397 ) $ (122,507 ) $ (9,505,904 ) Net Loss per common share – basic and diluted $ (0.46 ) $ (0.47 ) Weighted average common shares – basic and diluted 20,199,444 20,199,444 |
Schedule of Unrealized Gains, L
Schedule of Unrealized Gains, Losses, and Fair Value (Details) - Corporate Bond Securities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized cost | $ 2,164,672 | $ 3,367,953 |
Gross unrealized gains | ||
Gross unrealized losses | 44,590 | 5,073 |
Fair value | $ 2,120,082 | $ 3,362,880 |
Schedule of Amortization Finite
Schedule of Amortization Finite Lived Intangible Assets Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of finite lived intangible asset | 5 years |
Mobile App [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of finite lived intangible asset | 3 years |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of finite lived intangible asset | 2 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of finite lived intangible asset | 5 years |
Loading Rack License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of finite lived intangible asset | 5 years |
Schedule of Shares Excluded fro
Schedule of Shares Excluded from Computations of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options Under Treasury Stock Method [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options under treasury stock method | 0 | 0 |
Nature of Organization and Su_4
Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 10, 2021 | Dec. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||
Number of shares issued | 30,000 | ||||
Proceeds from issuance initial public offering | $ 28,750,000 | ||||
Offering expense | 3,500,426 | ||||
Cash and cash equivalents | $ 2,066,793 | 2,066,793 | 13,561,266 | ||
Federally insured | 250,000 | 250,000 | |||
Realized losses on bonds | 5,255 | 0 | |||
Proceeds from investment | 1,151,186 | ||||
Allowance for doubtful accounts receivable | 0 | 0 | 5,665 | ||
Allowance for inventory | 0 | 0 | |||
Deferred offering costs | $ 129,635 | 129,635 | 0 | ||
Advertising costs | $ 1,182,815 | $ 216,946 | |||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 32% | 58% | |||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 11% | ||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 8% | 23% | |||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk percentage | 47% | 37% | |||
IPO [Member] | |||||
Product Information [Line Items] | |||||
Number of shares issued | 7,187,500 | ||||
Price per share | $ 4 | ||||
Proceeds from issuance initial public offering | $ 25,250,000 | ||||
Underwriting discounts and commissions | 2,406,250 | ||||
Offering expense | $ 1,093,750 | ||||
Number of shares converted | 18,750,000 | 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. | 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 | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Net loss | $ 17,505,765 | $ 9,383,397 | |
Accumulated deficit | 34,845,161 | 17,339,396 | |
Net proceeds from initial public offering | $ 28,750,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds from initial public offering | $ 25,250,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 18, 2021 | Mar. 10, 2021 | Nov. 18, 2020 | Nov. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 07, 2021 | |
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 30,000 | ||||||
Stock issued during period share restricted stock award gross | 966,801 | ||||||
Share based payment award options outstanding granted | 572,462 | ||||||
Share based payment award options outstanding number | 747,846 | 175,384 | |||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 7,187,500 | ||||||
Number of shares issued for services | 13,286 | ||||||
Consulting Agreement [Member] | Balance labs Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
One time payment made upon completion initial public offering | $ 200,000 | ||||||
Percentage of equity ownership | 26% | ||||||
Technology License Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share based payment award options outstanding number | 531,456 | ||||||
Technology License Agreement [Member] | Fuel Butler LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of equity ownership | 20% | ||||||
Balance labs Inc [Member] | Consulting Agreement [Member] | First Year [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly payment | 25,000 | ||||||
Balance labs Inc [Member] | Consulting Agreement [Member] | Second Year [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly payment | $ 22,500 | ||||||
Balance labs Inc [Member] | Consulting Agreement [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 132,905 | ||||||
Number of shares issued for services | 265,728 | ||||||
Executives [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share based payment award options outstanding number | 75,893 | ||||||
Two Former Executives [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share based payment award options outstanding granted | 125,951 | ||||||
Restricted Stock [Member] | Executives [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period share restricted stock award gross | 182,540 | ||||||
Restricted Stock [Member] | Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share based payment award options outstanding granted | 776,761 | ||||||
Share-Based Payment Arrangement, Option [Member] | Executives [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share based payment award options outstanding granted | 522,462 | ||||||
Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 26,573 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 53,144 | ||||||
Director [Member] | Restricted Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during period, shares | 104,093 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 5,723,839 | $ 2,570,536 |
Accumulated depreciation | (1,134,680) | (284,216) |
Fixed assets, net | $ 4,589,159 | 2,286,320 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total fixed assets | $ 265,637 | 175,068 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 29,422 | 16,265 |
Estimated Useful Lives | Lease term | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total fixed assets | $ 5,142,828 | 975,377 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total fixed assets | $ 129,475 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total fixed assets | $ 9,471 | 9,471 |
Vehicle Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 147,006 | $ 1,394,355 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 850,464 | $ 140,398 |
Impairment of fixed assets | 258,114 | |
Vehicle Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of fixed assets | $ 258,114 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Domain name | $ 20,000 | |
Goodwill | 109,983 | |
Total indefinite lived intangible assets | 129,983 | |
Trademarks | 103,258 | |
Software | 503,517 | |
Customer list | 855,073 | |
Non-compete | 858 | |
Loading rack license | ||
Technology license | 2,950,000 | |
Total other intangible assets | 4,412,706 | |
Accumulated amortization | (1,205,379) | |
Total other intangible assets, net | $ 3,207,327 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 07, 2021 | Mar. 10, 2021 | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 30,000 | |||||
Stock options, shares | 747,846 | 175,384 | ||||
Stock issued during the period, acquisitions | 375,000 | |||||
Impairment loss | $ 1,205,379 | |||||
Amortization expense | 919,158 | $ 732,436 | ||||
Goodwill impairment loss | 166,838 | |||||
Fair value of intangible | 482,064 | |||||
Developed Technology Rights [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment loss | $ 1,987,500 | |||||
IPO [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 7,187,500 | |||||
Technology License Agreement [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock options, shares | 531,456 | |||||
Share issued price exercised | $ 3.76 | |||||
Licensor [Member] | Technology License Agreement [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 265,728 | 332,160 | ||||
Stock issued during the period, acquisitions | 1,062,913 | |||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 186,010 | |||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares | 730,752 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities: | ||
Accounts payable | $ 987,012 | $ 491,598 |
Accrued payroll | 266,453 | 82,080 |
Accrued expenses | 5,687 | |
Accrued interest | 3,014 | |
Total Accounts Payable and Accrued Liabilities | $ 1,256,479 | $ 579,365 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-Term Debt (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 811,516 |
2024 | 820,844 |
2025 | 307,365 |
2026 | 55,852 |
2027 | 14,319 |
Total | $ 2,009,896 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |||||||||
Aug. 19, 2021 | Aug. 18, 2021 | Apr. 16, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | Aug. 21, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 16, 2022 | Jul. 26, 2021 | Jun. 25, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 1,000,000 | $ 0 | |||||||||
Outstanding borrowings | $ 1,000,000 | $ 0 | |||||||||
Line of credit facility, interest rate | 5.75% | 1.50% | |||||||||
Note payable | $ 1,000,000 | ||||||||||
Interest rate | 1% | 1% | |||||||||
Maturity date | Mar. 10, 2022 | Apr. 21, 2021 | |||||||||
Initial public offering, net of expenses, shares | 30,000 | ||||||||||
Proceeds from issuance of debt | $ 300,000 | $ 2,191,308 | $ 1,440,572 | ||||||||
Payable to related party | 1,848,399 | ||||||||||
Number of shares granted | 572,462 | ||||||||||
Note holder [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8% | ||||||||||
Initial public offering, net of expenses, shares | 100,000 | 10,000 | |||||||||
Lender [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 1,166,000 | ||||||||||
Maturity date | Jan. 16, 2022 | ||||||||||
Initial public offering, net of expenses, shares | 10,000 | ||||||||||
Debt discount | $ 66,000 | ||||||||||
Number of shares granted | 400,000 | ||||||||||
Offering price percentage | 125% | ||||||||||
Vehicle Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 4,000,000 | ||||||||||
Line of credit facility, interest rate | 3.50% | ||||||||||
Line of credit, remaining borrowing capacity | $ 2,400,000 | ||||||||||
Promissory Notes [Member] | Related Party Three [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payable to related party | $ 100,000 | ||||||||||
Promissory Notes [Member] | Related Party Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 132,979 | $ 265,958 | |||||||||
Interest rate | 1% | 1% | |||||||||
Debt discount | $ 7,979 | $ 15,958 | |||||||||
Promissory Notes [Member] | Related Party [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 265,000 | ||||||||||
Interest rate | 12% | ||||||||||
Maturity date | Aug. 18, 2022 | ||||||||||
Debt discount | $ 15,000 | ||||||||||
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 18, 2022, was immediately due and payable within two business days of such occurrence. | ||||||||||
Promissory Notes [Member] | Lender [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 265,000 | ||||||||||
Interest rate | 12% | ||||||||||
Maturity date | Aug. 19, 2022 | ||||||||||
Debt discount | $ 15,000 | ||||||||||
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. | ||||||||||
Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 3,000,000 | $ 16,200,000 | |||||||||
Maximum [Member] | Vehicle Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, interest rate | 9% | ||||||||||
Minimum [Member] | Vehicle Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, interest rate | 3.50% |
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% |
Schedule of Restricted Stock Ac
Schedule of Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of shares, beginning | shares | 317,586 |
Weighted average grant date fair value, beginning | $ / shares | $ 3.27 |
Number of shares, granted | shares | 966,801 |
Weighted average grant date fair value, granted | $ / shares | $ 0.63 |
Number of shares, vested | shares | (405,542) |
Weighted average grant date fair value, vested | $ / shares | $ 2.69 |
Number of Shares, Forfeited | shares | (35,000) |
Weighted average grant date fair value, forfeited | $ / shares | $ 2 |
Number of shares, ending | shares | 843,845 |
Weighted average grant date fair value, ending | $ / shares | $ 0.56 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options, Beginning balance | 175,384 | |
Weighted Average Exercise Price, Beginning balance | $ 1.78 | |
Weighted Average Remaining Contractual Term (years), Options Ending | 4 years 2 months 12 days | 3 years 3 months 18 days |
Number of Options, Options granted | 572,462 | |
Weighted Average Exercise Price, Options granted | $ 1.26 | |
Weighted Average Remaining Contractual Term (years), Options granted | 7 years | |
Number of Options, Ending balance | 747,846 | 175,384 |
Weighted Average Exercise Price, Ending balance | $ 1.36 | $ 1.78 |
Number of Options, Exercisable, Ending balance | 428,962 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 1.46 | |
Weighted Average Remaining Contractual Term (years), Options Exercisable | 3 years 4 months 24 days |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Valuation assumptions: | |
Risk-free rate | 1.64% |
Expected volatility | 62% |
Expected term (years) | 5 years |
Dividend yield | 0% |
Shareholders Equity (Details Na
Shareholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 16, 2021 | Mar. 10, 2021 | Dec. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 03, 2022 | Aug. 01, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Number of sale of shares | 30,559 | ||||||||
Proceeds from sale of stock | $ 115,000 | ||||||||
Stock issued during period, shares | 30,000 | ||||||||
Stock compensation expense | $ 1,412,283 | $ 1,896,074 | |||||||
Number of shares issued for accrued bonuses | 600,000 | ||||||||
Number of shares issued to acquisitions | 375,000 | ||||||||
Share based compensation | $ 68,500 | ||||||||
Shares of restricted stock issued | 966,801 | ||||||||
Share based payment award options outstanding granted | 572,462 | ||||||||
Share based payment award options outstanding number | 747,846 | 747,846 | 175,384 | ||||||
Restricted stock expense | $ 1,195,053 | $ 177,510 | |||||||
Share based payment award options and warrants outstanding intrinsic value | $ 0 | 0 | $ 0 | ||||||
Lender [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period, shares | 10,000 | ||||||||
Share based payment award options outstanding granted | 400,000 | ||||||||
Warrants exercisable date | Sep. 14, 2024 | ||||||||
Exercise price per share | $ 5 | ||||||||
Number of warrants issued | 106,291 | ||||||||
Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period, shares | 7,187,500 | ||||||||
Stock compensation expense | $ 587,500 | ||||||||
Number of shares issued to acquisitions | 40,323 | 193,398 | |||||||
Stock issued for services | 13,286 | ||||||||
Executives [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based payment award options outstanding number | 75,893 | 75,893 | |||||||
Two Former Executives [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based payment award options outstanding granted | 125,951 | ||||||||
Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Unrecognized stock compensation expense related to restricted stock | $ 206,000 | $ 206,000 | |||||||
Weighted-average period | 8 months 12 days | ||||||||
Restricted Stock [Member] | Executives [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares of restricted stock issued | 182,540 | ||||||||
Restricted Stock [Member] | Director [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based payment award options outstanding granted | 776,761 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Weighted-average period | 2 years | ||||||||
Unrecognized stock compensation expense related to stock options | $ 131,000 | $ 131,000 | |||||||
Share-Based Payment Arrangement, Option [Member] | Executives [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share based payment award options outstanding granted | 522,462 | ||||||||
Restricted Stock Forfeitures [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock compensation expense | $ 2,365 | $ 0 | |||||||
Executive Officer [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period, shares | 26,573 | ||||||||
Stock compensation expense | $ 100,000 | ||||||||
Director [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period, shares | 53,144 | ||||||||
Stock compensation expense | $ 365,000 | $ 200,000 | |||||||
Director [Member] | Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued during period, shares | 104,093 | ||||||||
Sponsorships [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock compensation expense | $ 345,000 | ||||||||
Consultants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares granted for sponsorships | $ 110,000 | ||||||||
Consultant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued for services | 20,000 | ||||||||
Sellers [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued for services | 40,323 | ||||||||
2020 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares reserved | 1,913,243 | ||||||||
2022 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares reserved | 2,600,000 | ||||||||
IPO [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock Issued during period, shares, conversion of convertible securities | 18,750,000 | 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. | one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders. | |||||||
Stock issued during period, shares | 7,187,500 | ||||||||
IPO [Member] | Underwriter [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrant to purchase common stock | 359,375 | 359,375 | |||||||
Warrants exercisable date | Mar. 14, 2022 | ||||||||
Warrants exercisable date | Sep. 14, 2026 | ||||||||
Exercise price per share | $ 5 | $ 5 |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-Cancellable Leases (Details) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 251,403 |
2024 | 256,414 |
2025 | 69,421 |
Total undiscounted operating leases payments | 577,238 |
Less: Imputed interest | 31,217 |
Present Value of Operating Lease Liabilities | $ 546,021 |
Weighted average remaining lease term | 2 years 3 months |
Weighted average discount rate | 5% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 12 Months Ended | ||
Dec. 03, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Area of Land | ft² | 5,778 | ||
Lessee, operating lease, term of contract | 39 months | ||
Operating leases, rent expense | $ 21,773 | ||
Payments for rent | 14,743 | $ 121,415 | $ 89,935 |
Lease right of use asset | $ 735,197 | 521,782 | |
Operating lease liability | 246,538 | ||
Operating lease expense | $ 245,777 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 202,510 | $ 165,567 |
Intangibles | 908,204 | 219,369 |
Net operating loss | 8,147,005 | 4,413,292 |
Lease liabilities | 138,389 | |
Capitalized research expenditures | 354,157 | |
Other | 8,058 | 1,612 |
Total gross deferred tax asset | 9,758,323 | 4,799,840 |
Depreciation | (872,157) | (196,334) |
Prepaid assets | (33,769) | (32,057) |
Right of use asset | (132,246) | |
Less: Valuation allowances | (8,720,151) | (4,571,449) |
Net deferred tax asset |
Schedule of Income Tax Benefit
Schedule of Income Tax Benefit and Related Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (4,148,702) | (2,544,004) |
Valuation allowance | 4,148,702 | 2,544,004 |
Total Tax Provision |
Schedule of Reconciliation of P
Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision at federal statutory rate of 21% | $ (3,676,210) | $ (1,970,514) |
Permanent differences, net | 254,526 | (51,348) |
State income tax benefit | (760,625) | (407,709) |
Deferred adjustments | 33,607 | (126,995) |
Change in valuation allowance | 4,148,702 | 2,544,004 |
Total Tax Provision |
Schedule of Reconciliation of_2
Schedule of Reconciliation of Provision for Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 32.9 | $ 17.5 |
Operating loss carryforwards, limitations on use | available to offset 80 % of future taxable income indefinitely. |
Bank Credit Line (Details Narra
Bank Credit Line (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Outstanding balances of line of credit | $ 1,000,000 | $ 0 |
Line of credit facility, interest rate | 5.75% | 1.50% |
Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Outstanding balances of line of credit | $ 3,400,000 | |
Line of credit facility, interest rate | 5.75% |
Schedule of Purchase Price Allo
Schedule of Purchase Price Allocation at Fair Value (Details) | Mar. 11, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | $ 371,250 |
Vehicles [Member] | Full Service Fueling [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | 153,000 |
Customer Lists [Member] | Full Service Fueling [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | 66,413 |
Loading Rack License [Member] | Full Service Fueling [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | 58,857 |
Othe Identifiable Intangibles [Member] | Full Service Fueling [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | 56,124 |
Goodwill [Member] | Full Service Fueling [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Allocation | $ 36,856 |
Schedule of Business Acquisitio
Schedule of Business Acquisitions by Acquisition Issued or Issuable (Details) - USD ($) | 12 Months Ended | ||
Mar. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Cash | $ 321,250 | ||
Full Service Fueling [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 321,250 | ||
Common stock | 50,000 | ||
Purchase Allocation | $ 371,250 |
Schedule of Unaudited Pro Forma
Schedule of Unaudited Pro Forma Combined Statement of Operations (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 7,233,957 |
Net Loss | $ (9,383,397) |
Net Loss per common share – basic and diluted | $ / shares | $ (0.46) |
Weighted average common shares – basic and diluted | $ / shares | $ 20,199,444 |
Full Service Fueling [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 242,271 |
Net Loss | (122,507) |
EzFill Holdings And Full Service Fueling [Member] | |
Business Acquisition [Line Items] | |
Revenue | 7,476,228 |
Net Loss | $ (9,505,904) |
Net Loss per common share – basic and diluted | $ / shares | $ (0.47) |
Weighted average common shares – basic and diluted | $ / shares | $ 20,199,444 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Consideration for acquisition, shares | 375,000 | ||
Issuance of stock, value | $ 50,000 | $ 750,000 | |
Revenue | 7,233,957 | ||
Net loss | (9,383,397) | ||
Palmdale Oil Company Inc [Member] | |||
Business Acquisition [Line Items] | |||
Payments to acquire | $ 321,250 | ||
Cash | $ 3,750 | ||
Consideration for acquisition, shares | 40,323 | ||
Issuance of stock, value | $ 50,000 | ||
Revenue | 113,000 | ||
Net loss | $ 4,000 | ||
Business acquisition, date of acquisition agreement | Mar. 11, 2022 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Mar. 10, 2023 | Feb. 17, 2023 | Feb. 15, 2023 | Feb. 10, 2023 | Jan. 23, 2023 | Mar. 10, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 966,801 | ||||||||
Share based compensation | $ 1,412,283 | $ 1,896,074 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Proceeds from issuance initial public offering | $ 28,750,000 | ||||||||
Initial public offering, net of expenses, shares | 30,000 | ||||||||
Issuance of common stock | $ 115,000 | ||||||||
Sales Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Other expenses | $ 7,500 | $ 10,000 | |||||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 1,600,000 | ||||||||
Subsequent Event [Member] | First Option Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 500,000 | ||||||||
Exercise price | $ 0.60 | ||||||||
Subsequent Event [Member] | Second Option Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 400,000 | ||||||||
Exercise price | $ 1 | ||||||||
Subsequent Event [Member] | Third Option Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 400,000 | ||||||||
Exercise price | $ 1.25 | ||||||||
Subsequent Event [Member] | Fourth Option Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued during period shares restricted stock award gross | 300,000 | ||||||||
Exercise price | $ 1.75 | ||||||||
Subsequent Event [Member] | Fourth Option Agreement [Member] | MRDaniel Arbour [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock fees | $ 130,000 | ||||||||
Subsequent Event [Member] | Consluting Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share based compensation | $ 13,000 | ||||||||
Subsequent Event [Member] | Sales Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share based compensation | $ 50,000 | ||||||||
Common stock par value | $ 0.0001 | ||||||||
Proceeds from issuance initial public offering | $ 2,096,000 | ||||||||
Fixed commission rate percentage | 3% | ||||||||
Initial public offering, net of expenses, shares | 67,141 | ||||||||
Issuance of common stock | $ 26,601 |