Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. |
Entity Registrant Name | EzFill Holdings, Inc. |
Entity Central Index Key | 0001817004 |
Entity Primary SIC Number | 5500 |
Entity Tax Identification Number | 83-4260623 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 67 NW 183rd St. |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33169 |
City Area Code | 305 |
Local Phone Number | 791-1169 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 67 NW 183rd St. |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33169 |
City Area Code | 305 |
Local Phone Number | 791-1169 |
Contact Personnel Name | Yehuda Levy |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 405,230 | $ 2,066,793 | $ 13,561,266 |
Investment in debt securities | 2,120,082 | 3,362,880 | |
Note receivable, related party, net of allowance | 1,326,133 | 766,692 | 100,194 |
Prepaids and other | 357,929 | 329,351 | 186,349 |
Inventory | 183,271 | 151,248 | 46,343 |
Total Current Assets | 2,272,563 | 5,434,166 | 17,257,032 |
Fixed Assets, net | 3,715,860 | 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 | 354,601 | 521,782 | |
Other assets - Deposits | 53,017 | 52,737 | 43,456 |
Total Assets | 6,396,041 | 10,597,844 | 22,924,118 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,256,479 | 579,365 | |
Loans payable – current | 811,516 | 178,871 | |
Line of credit | 1,000,000 | ||
Operating lease liability | 238,042 | 230,014 | |
Total Current Liabilities | 5,376,107 | 3,298,009 | 758,236 |
Long Term Liabilities | |||
Notes payable - net | 742,053 | 1,198,380 | 297,436 |
Operating lease liability | 140,375 | 316,008 | |
Total Long Term Liabilities | 882,428 | 1,514,388 | 297,436 |
Total Liabilities | 6,258,535 | 4,812,397 | 1,055,672 |
Commitments and Contingencies (Note 4) | |||
Stockholders’ Equity (Deficit) | |||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of September 30, 2023 and December 31, 2022 | 396 | 334 | 2,624 |
Additional paid-in capital | 42,026,591 | 40,674,864 | 39,210,291 |
Accumulated (deficit) earnings | (41,889,481) | (34,845,161) | (17,339,396) |
Accumulated other comprehensive loss | (44,590) | (5,073) | |
Total Stockholders’ Equity (Deficit) | 137,506 | 5,785,447 | 21,868,446 |
Total Liabilities and Stockholders’ Equity (Deficit) | 6,396,041 | 10,597,844 | 22,924,118 |
Next Charging LLC [Member] | |||
Current Assets | |||
Cash and cash equivalents | 54,843 | 1,457 | 12,364 |
Restricted cash | 1,000,000 | ||
Total Current Assets | 2,566,238 | 73,648 | 82,999 |
Fixed Assets, net | 83,179 | ||
Total Assets | 2,649,417 | 73,648 | 82,999 |
Current Liabilities | |||
Accounts payable and accrued expenses | 22,360 | 3,916 | 1,284 |
Total Current Liabilities | 2,957,010 | 38,566 | 35,934 |
Long Term Liabilities | |||
Total Liabilities | 2,957,010 | 38,566 | 35,934 |
Commitments and Contingencies (Note 4) | |||
Stockholders’ Equity (Deficit) | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of September 30, 2023 and December 31, 2022 | 100 | 100 | 100 |
Additional paid-in capital | 26,295 | 2,962 | 1,230 |
Accumulated (deficit) earnings | (333,988) | 32,020 | 45,735 |
Total Stockholders’ Equity (Deficit) | (307,593) | 35,082 | 47,065 |
Total Liabilities and Stockholders’ Equity (Deficit) | 2,649,417 | 73,648 | 82,999 |
Nonrelated Party [Member] | |||
Current Liabilities | |||
Accounts payable and accrued expenses | 1,141,624 | 1,256,479 | 579,365 |
Notes payable – related party | 818,629 | 811,516 | |
Related Party [Member] | |||
Current Liabilities | |||
Accounts payable and accrued expenses | 31,815 | ||
Notes payable – related party | 3,145,997 | ||
Related Party [Member] | Next Charging LLC [Member] | |||
Current Assets | |||
Note receivable, related party, net of allowance | 1,511,395 | 72,191 | 70,635 |
Current Liabilities | |||
Notes payable – related party | $ 2,934,650 | $ 34,650 | $ 34,650 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
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 | 3,335,674 | 26,243,474 |
Common stock, shares outstanding | 3,335,674 | 26,243,474 |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 100,000 | 100,000 |
Common stock, shares outstanding | 100,000 | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | ||||||
Revenues | $ 15,044,721 | $ 7,233,957 | ||||
Sales - net | $ 6,163,682 | $ 4,091,403 | $ 17,525,677 | $ 10,185,902 | 15,044,721 | 7,233,957 |
Costs and Expenses | ||||||
Cost of sales | 5,813,957 | 4,208,155 | 16,529,030 | 10,288,176 | 15,218,234 | 7,027,274 |
General and administrative | 1,684,340 | 3,476,261 | 6,250,013 | 9,830,523 | ||
Operating expenses | 12,648,629 | 8,102,934 | ||||
Impairment of goodwill and intangible assets | 2,636,402 | |||||
Impairment of fixed assets | 258,114 | |||||
Depreciation | 278,442 | 480,632 | 829,137 | 1,277,108 | 1,769,621 | 872,834 |
Total operating expenses | 7,776,739 | 8,165,048 | 23,608,180 | 21,395,807 | 32,531,000 | 16,003,042 |
Operating Loss | (1,613,057) | (4,073,645) | (6,082,503) | (11,209,905) | (17,486,279) | (8,769,085) |
Other Income (expense) | ||||||
Interest income | 9,096 | 26,957 | 31,717 | 58,982 | 84,603 | |
Other income | 161,572 | |||||
Interest expense | (622,777) | (29,721) | (966,374) | (64,666) | (104,089) | (775,884) |
Loss on sale of marketable debt securities | (27,160) | |||||
Total other income | (613,681) | (2,764) | (961,817) | (5,684) | ||
LOSS BEFORE INCOME TAXES | (17,505,765) | (9,383,397) | ||||
PROVISION FOR INCOME TAXES | ||||||
Net Loss | $ (2,226,738) | $ (4,076,409) | $ (7,044,320) | $ (11,215,589) | $ (17,505,765) | $ (9,383,397) |
NET LOSS PER SHARE | ||||||
Earnings Per Share - Basic | $ (0.58) | $ (1.23) | $ (2.02) | $ (3.40) | $ (0.66) | $ (0.46) |
Earnings Per Share - Diluted | $ (0.58) | $ (1.23) | $ (2.02) | $ (3.40) | $ (0.66) | $ (0.46) |
Weighted Average Shares - Basic | 3,816,332 | 3,310,135 | 3,493,760 | 3,295,953 | 26,411,874 | 20,199,444 |
Weighted Average Shares - Diluted | 3,816,332 | 3,310,135 | 3,493,760 | 3,295,953 | 26,411,874 | 20,199,444 |
Comprehensive loss: | ||||||
Net Loss | $ (2,226,738) | $ (4,076,409) | $ (7,044,320) | $ (11,215,589) | $ (17,505,765) | $ (9,383,397) |
Change in fair value of debt securities | 66 | (69,501) | (39,517) | (5,073) | ||
Total comprehensive loss: | $ (2,226,738) | $ (4,076,343) | (7,044,320) | (11,285,090) | (17,545,282) | (9,388,470) |
Next Charging LLC [Member] | ||||||
REVENUES | ||||||
Revenues | ||||||
Costs and Expenses | ||||||
General and administrative | 64,049 | 5,000 | 10,000 | 11,310 | ||
Professional fees | 281,138 | 1,808 | 1,808 | 2,200 | ||
Salaries and wages | 114,643 | |||||
Depreciation | 5,555 | |||||
Total operating expenses | 465,385 | 6,808 | 11,808 | 13,510 | ||
Operating Loss | (465,385) | (6,808) | (11,808) | (13,510) | ||
Other Income (expense) | ||||||
Interest income | 137,797 | 1,162 | 1,556 | 1,556 | ||
Interest expense | (38,420) | (2,592) | (3,463) | (1,680) | ||
Total other income | 99,377 | (1,430) | (1,907) | (124) | ||
Net Loss | $ (366,008) | $ (8,238) | $ (13,715) | $ (13,634) | ||
NET LOSS PER SHARE | ||||||
Earnings Per Share - Basic | $ (3.66) | $ (0.08) | $ (0.14) | $ (0.14) | ||
Earnings Per Share - Diluted | $ (3.66) | $ (0.08) | $ (0.14) | $ (0.14) | ||
Weighted Average Shares - Basic | 100,000 | 100,000 | 100,000 | 100,000 | ||
Weighted Average Shares - Diluted | 100,000 | 100,000 | 100,000 | 100,000 | ||
Comprehensive loss: | ||||||
Net Loss | $ (366,008) | $ (8,238) | $ (13,715) | $ (13,634) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Preferred Stock [Member] Revision of Prior Period, Reclassification, Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Next Charging LLC [Member] | Common Stock [Member] Revision of Prior Period, Reclassification, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Next Charging LLC [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Reclassification, Adjustment [Member] | Retained Earnings [Member] | Retained Earnings [Member] Next Charging LLC [Member] | Retained Earnings [Member] Revision of Prior Period, Reclassification, Adjustment [Member] | AOCI Attributable to Parent [Member] | AOCI Attributable to Parent [Member] Revision of Prior Period, Reclassification, Adjustment [Member] | Total | Next Charging LLC [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] |
Beginning balance, value at Dec. 31, 2020 | $ 1,720 | $ 100 | $ 6,472,536 | $ 390 | $ (7,956,000) | $ 59,369 | $ (1,481,744) | $ 59,859 | ||||||||
Beginning balance, shares at Dec. 31, 2020 | 17,199,912 | 100,000 | ||||||||||||||
Stock sold for cash (ATM) - net | $ 719 | 25,248,855 | 25,249,574 | |||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 7,187,500 | |||||||||||||||
Imputed Interest – Related Party | 840 | 840 | ||||||||||||||
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 | |||||||||||||||
Stock issued for services | $ 1 | 248,010 | 248,011 | |||||||||||||
Stock issued for services, shares | 13,286 | |||||||||||||||
Notes payable - net | $ 79 | 2,949,921 | 2,950,000 | |||||||||||||
Notes payable - net, 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) | (13,634) | (5,073) | (9,383,397) | (13,634) | |||||||||||
Ending balance, value at Dec. 31, 2021 | $ 2,624 | $ 100 | $ 328 | 39,210,291 | 1,230 | $ 39,212,587 | (17,339,396) | 45,735 | $ (17,339,396) | (5,073) | $ (5,073) | 21,868,446 | 47,065 | $ 21,868,446 | ||
Ending balance, shares at Dec. 31, 2021 | 26,243,474 | 100,000 | 3,280,434 | |||||||||||||
Stock sold for cash (ATM) - net | ||||||||||||||||
Stock based compensation - related party | 429,331 | 429,331 | ||||||||||||||
Stock based compensation - related party, shares | 2,790 | |||||||||||||||
Stock based compensation - other | 41,354 | 41,354 | ||||||||||||||
Stock based compensation - other, shares | 752 | |||||||||||||||
Consideration for acquisition | $ 1 | 49,999 | 50,000 | |||||||||||||
Consideration for acquisition, shares | 5,040 | |||||||||||||||
Net loss | (3,266,510) | (3,266,510) | ||||||||||||||
Unrealized loss on debt securities | (47,286) | (47,286) | ||||||||||||||
Ending balance, value at Mar. 31, 2022 | $ 329 | 39,733,271 | (20,605,906) | (52,359) | 19,075,335 | |||||||||||
Ending balance, shares at Mar. 31, 2022 | 3,289,016 | |||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 2,624 | $ 100 | $ 328 | 39,210,291 | 1,230 | 39,212,587 | (17,339,396) | 45,735 | (17,339,396) | (5,073) | (5,073) | 21,868,446 | 47,065 | 21,868,446 | ||
Beginning balance, shares at Dec. 31, 2021 | 26,243,474 | 100,000 | 3,280,434 | |||||||||||||
Imputed Interest – Related Party | 1,296 | 1,296 | ||||||||||||||
Net loss | (8,238) | (11,215,589) | (8,238) | |||||||||||||
Ending balance, value at Sep. 30, 2022 | $ 333 | $ 100 | 40,408,054 | 2,526 | (28,554,985) | 37,497 | (69,501) | 11,783,901 | 40,123 | |||||||
Ending balance, shares at Sep. 30, 2022 | 3,320,603 | 100,000 | ||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 2,624 | $ 100 | $ 328 | 39,210,291 | 1,230 | 39,212,587 | (17,339,396) | 45,735 | (17,339,396) | (5,073) | (5,073) | 21,868,446 | 47,065 | 21,868,446 | ||
Beginning balance, shares at Dec. 31, 2021 | 26,243,474 | 100,000 | 3,280,434 | |||||||||||||
Imputed Interest – Related Party | 1,732 | 1,732 | ||||||||||||||
Stock based compensation - related party | $ 37 | 1,309,487 | $ 1,309,524 | |||||||||||||
Stock based compensation - related party, shares | 367,453 | 71,558 | ||||||||||||||
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 | |||||||||||||||
Stock issued for services | $ 102,759 | |||||||||||||||
Stock issued for services, shares | 4,268 | |||||||||||||||
Other comprehensive loss | (39,517) | (39,517) | ||||||||||||||
Net loss | (17,505,765) | (13,715) | (17,505,765) | (13,715) | ||||||||||||
Ending balance, value at Dec. 31, 2022 | $ 2,669 | $ 100 | $ 334 | 40,672,529 | 2,962 | 40,674,864 | (34,845,161) | 32,020 | (34,845,161) | (44,590) | (44,590) | 5,785,447 | 35,082 | 5,785,447 | ||
Ending balance, shares at Dec. 31, 2022 | 26,685,392 | 100,000 | 3,335,674 | |||||||||||||
Beginning balance, value at Mar. 31, 2022 | $ 329 | 39,733,271 | (20,605,906) | (52,359) | 19,075,335 | |||||||||||
Beginning balance, shares at Mar. 31, 2022 | 3,289,016 | |||||||||||||||
Notes payable - net | $ 2 | 402,059 | 402,061 | |||||||||||||
Notes payable - net, shares | 20,958 | |||||||||||||||
Net loss | (3,872,670) | (3,872,670) | ||||||||||||||
Unrealized loss on debt securities | (17,208) | (17,208) | ||||||||||||||
Ending balance, value at Jun. 30, 2022 | $ 331 | 40,135,330 | (24,478,576) | (69,567) | 15,587,518 | |||||||||||
Ending balance, shares at Jun. 30, 2022 | 3,309,974 | |||||||||||||||
Stock based compensation - other | $ 2 | 272,724 | 272,726 | |||||||||||||
Stock based compensation - other, shares | 10,629 | |||||||||||||||
Net loss | (4,076,409) | (4,076,409) | ||||||||||||||
Unrealized loss on debt securities | 66 | 66 | ||||||||||||||
Ending balance, value at Sep. 30, 2022 | $ 333 | $ 100 | 40,408,054 | 2,526 | (28,554,985) | 37,497 | (69,501) | 11,783,901 | 40,123 | |||||||
Ending balance, shares at Sep. 30, 2022 | 3,320,603 | 100,000 | ||||||||||||||
Beginning balance, value at Dec. 31, 2022 | $ 2,669 | $ 100 | $ 334 | 40,672,529 | 2,962 | 40,674,864 | (34,845,161) | 32,020 | (34,845,161) | (44,590) | (44,590) | 5,785,447 | 35,082 | 5,785,447 | ||
Beginning balance, shares at Dec. 31, 2022 | 26,685,392 | 100,000 | 3,335,674 | |||||||||||||
Stock sold for cash (ATM) - net | $ 1 | 25,307 | 25,308 | |||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | |||||||||||||||
Stock based compensation - related party | 116,250 | 116,250 | ||||||||||||||
Stock based compensation - related party, shares | 6,510 | |||||||||||||||
Stock based compensation - other | 75,811 | 75,811 | ||||||||||||||
Net loss | (2,348,771) | (2,348,771) | ||||||||||||||
Cash paid for direct offering costs | (25,308) | (25,308) | ||||||||||||||
Unrealized loss on debt securities | 31,062 | 31,062 | ||||||||||||||
Ending balance, value at Mar. 31, 2023 | $ 335 | 40,866,924 | (37,193,932) | (13,528) | 3,659,799 | |||||||||||
Ending balance, shares at Mar. 31, 2023 | 3,350,577 | |||||||||||||||
Beginning balance, value at Dec. 31, 2022 | $ 2,669 | $ 100 | $ 334 | 40,672,529 | 2,962 | 40,674,864 | (34,845,161) | 32,020 | (34,845,161) | (44,590) | (44,590) | 5,785,447 | 35,082 | 5,785,447 | ||
Beginning balance, shares at Dec. 31, 2022 | 26,685,392 | 100,000 | 3,335,674 | |||||||||||||
Stock sold for cash (ATM) - net | $ 25,803 | |||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | |||||||||||||||
Imputed Interest – Related Party | 23,333 | 23,333 | ||||||||||||||
Stock issued for services | $ 119,750 | |||||||||||||||
Stock issued for services, shares | 25,000 | |||||||||||||||
Net loss | (366,008) | (7,044,320) | (366,008) | |||||||||||||
Ending balance, value at Sep. 30, 2023 | $ 396 | $ 100 | 42,026,591 | 26,295 | (41,889,481) | (333,988) | 137,506 | (307,593) | ||||||||
Ending balance, shares at Sep. 30, 2023 | 3,962,461 | 100,000 | ||||||||||||||
Beginning balance, value at Mar. 31, 2023 | $ 335 | 40,866,924 | (37,193,932) | (13,528) | 3,659,799 | |||||||||||
Beginning balance, shares at Mar. 31, 2023 | 3,350,577 | |||||||||||||||
Stock based compensation - related party | $ 18 | 334,160 | 334,178 | |||||||||||||
Stock based compensation - related party, shares | 185,113 | |||||||||||||||
Stock based compensation - other | 4,671 | 4,671 | ||||||||||||||
Net loss | (2,468,811) | (2,468,811) | ||||||||||||||
Unrealized loss on debt securities | 13,528 | 13,528 | ||||||||||||||
Stock issued as debt issue costs - related party | 10 | 255,990 | 256,000 | |||||||||||||
Stock issued as debt issue costs - related party, shares | 100,000 | |||||||||||||||
Stock issued as debt issue costs (contingent shares) - related party | $ 15 | $ (15) | ||||||||||||||
Stock issued as debt issue costs (contingent shares) - related party, shares | 150,000 | |||||||||||||||
Ending balance, value at Jun. 30, 2023 | $ 378 | 41,461,730 | (39,662,743) | 1,799,365 | ||||||||||||
Ending balance, shares at Jun. 30, 2023 | 3,785,690 | |||||||||||||||
Stock based compensation - related party | 38,269 | 38,269 | ||||||||||||||
Stock based compensation - related party, shares | ||||||||||||||||
Stock based compensation - other | 360 | 360 | ||||||||||||||
Stock based compensation - other, shares | 1,771 | |||||||||||||||
Stock issued for services | $ 3 | 119,747 | 119,750 | |||||||||||||
Stock issued for services, shares | 25,000 | |||||||||||||||
Net loss | (2,226,738) | (2,226,738) | ||||||||||||||
Stock issued as debt issue costs - related party | $ 15 | 406,485 | 406,500 | |||||||||||||
Stock issued as debt issue costs - related party, shares | 150,000 | |||||||||||||||
Ending balance, value at Sep. 30, 2023 | $ 396 | $ 100 | $ 42,026,591 | $ 26,295 | $ (41,889,481) | $ (333,988) | $ 137,506 | $ (307,593) | ||||||||
Ending balance, shares at Sep. 30, 2023 | 3,962,461 | 100,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||
Net loss | $ (7,044,320) | $ (11,215,589) | $ (17,505,765) | $ (9,383,397) |
Adjustments to reconcile net loss to net cash (used) by operations: | ||||
Stock based compensation | 1,412,283 | 1,896,074 | ||
Stock issued for services | 200,592 | 1,145,472 | 248,011 | |
Warrants issued for services rendered | ||||
Depreciation expense | 829,137 | 1,171,638 | 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 bond premium and realized loss on investments in debt securities | 34,556 | 36,760 | ||
Amortization of operating lease - right-of-use asset | 167,181 | 105,470 | ||
Amortization of debt discount | 755,457 | 105,000 | ||
Bad debt expense | 83,564 | 16,938 | 17,489 | 17,644 |
PPP loan forgiveness | (154,673) | |||
Stock issued for services - related parties | 488,697 | |||
(Increase) in: | ||||
Accounts Receivable | (643,005) | (575,119) | (688,425) | 75,802 |
Inventory | (32,023) | (91,205) | (104,905) | (5,288) |
Prepaids and other | (28,578) | (78,947) | (147,845) | (69,727) |
Operating lease assets and liabilities | 24,240 | |||
Deposits | (280) | |||
Increase in: | ||||
Accounts payable and accrued expenses | (114,855) | 472,581 | 677,114 | 462,900 |
Accounts payable and accrued expenses - related party | 31,815 | (371,940) | ||
Operating lease liability | (167,605) | 28,115 | ||
Net cash (used) in operating activities | (5,439,667) | (8,983,886) | (11,599,581) | (6,306,761) |
Cash Flows Investing activities | ||||
Proceeds from sale of marketable debt securities | 2,130,116 | 831,716 | ||
Maturity of debt securities | 1,151,186 | |||
Acquisition of business | (321,250) | (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) | |||
Purchase of fixed assets - net of refunds on prior purchases | 19,498 | (3,242,162) | ||
Net cash (used) in investing activities | 2,149,614 | (2,731,696) | (2,428,481) | (5,385,308) |
Cash Flow Financing activities | ||||
Proceeds from Initial Public Offering | 28,750,000 | |||
Initial Public Offering expenses | (3,500,426) | |||
Proceeds from line of credit | 1,000,000 | 1,000,000 | ||
Proceeds from notes payable | 250,000 | 2,187,122 | ||
Proceeds from stock issued for cash | 25,308 | |||
Cash paid for direct offering costs | (25,308) | |||
Repayments on line of credit | (1,000,000) | |||
Repayments on notes payable | (680,110) | |||
Proceeds from issuance of common stock | 115,000 | |||
Proceeds from issuance of debt and loans | 2,191,308 | 1,440,572 | ||
Proceeds from Related Party Notes Payable | 3,321,100 | 1,550,000 | ||
Repayment of debt | (657,719) | (2,136,283) | ||
Repayments on loan payable - related party | (262,500) | (455,209) | (1,848,399) | |
Net cash provided by financing activities | 1,628,490 | 2,731,913 | 2,533,589 | 24,370,464 |
Net increase (decrease) in cash | (1,661,563) | (8,983,669) | (11,494,473) | 12,678,395 |
Cash and cash equivalents - beginning of period | 2,066,793 | 13,561,266 | 13,561,266 | 882,871 |
Cash and cash equivalents - end of period | 405,230 | 4,577,597 | 2,066,793 | 13,561,266 |
Noncash investing and financing activities: | ||||
Debt discount | 990,250 | 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 | 73,262 | 64,666 | 101,075 | 455,791 |
Cash paid for income tax | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||
Realized gains on sale of investments in debt securities - elimination of AOCL | 44,590 | |||
Adjust note balance for actual borrowings | 24,664 | |||
Next Charging LLC [Member] | ||||
Operating activities | ||||
Net loss | (366,008) | (8,238) | (13,715) | (13,634) |
Adjustments to reconcile net loss to net cash (used) by operations: | ||||
Depreciation expense | 5,555 | |||
Original Issue Discount Accretion | (118,689) | |||
Imputed Interest – Related Party | 23,333 | 1,296 | 1,732 | 840 |
Increase in: | ||||
Accounts payable and accrued expenses | 18,445 | 2,200 | 2,632 | 840 |
Note receivable – related party | 54,484 | (1,165) | (1,556) | (1,556) |
Net cash (used) in operating activities | (382,880) | (5,907) | (10,907) | (13,510) |
Cash Flows Investing activities | ||||
Proceeds paid to related party | (1,375,000) | |||
Vehicle purchase | (88,734) | |||
Net cash (used) in investing activities | (1,463,734) | |||
Cash Flow Financing activities | ||||
Proceeds from Related Party Notes Payable | 2,900,000 | 25,850 | ||
Net cash provided by financing activities | 2,900,000 | 25,850 | ||
Net increase (decrease) in cash | 1,053,386 | (5,907) | (10,907) | 12,340 |
Cash and cash equivalents - beginning of period | 1,457 | 12,364 | 12,364 | 24 |
Cash and cash equivalents - end of period | 1,054,843 | 6,457 | 1,457 | 12,364 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | ||||
Cash paid for income tax |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. See Note 9 regarding acquisition and related impairment during the year ended December 31, 2022. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. Use of Estimates Preparing financial statements in conformity with U.S. GAAP 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 the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the nine months ended September 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. See Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were fully liquidated during 2023). EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At September 30, 2023 and December 31, 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Investments Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. Premiums or discounts on debt are amortized straight line over the term. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The following is a summary of the unrealized gains, losses, and fair value by investment type at September 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value September 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 26,072 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 At December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. The following is a summary of the Company’s accounts receivable at September 30, 2023 and December 31, 2022: Schedule of Accounts Receivable September 30, 2023 December 31, 2022 Accounts receivable $ 1,407,905 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable - net $ 1,326,133 $ 766,692 There was bad debt expense of $ 1,086 2,040 There was bad debt expense of $ 83,564 16,938 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Inventory Inventory consists solely of fuel. Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method of inventory valuation. Management assesses the recoverability of its inventory and establishes reserves on a quarterly basis. There were no At September 30, 2023 and December 31, 2022, the Company had inventory of $ 183,271 151,248 Concentrations The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Nine Months Ended September 30 Customer 2023 2022 A 21.83 % 7.68 % B 12.27 % 16.41 % C 0.00 % 36.76 % Total 34.11 % 60.85 % Accounts Receivable Nine Months Ended Year Ended December 31, Customer 2023 2022 A 38.80 % 47.48 % Total 38.80 % 47.48 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Vendor Purchases Nine Months Ended September 30 Vendor 2023 2022 A 50.30 % 85.08 % B 37.21 % 14.10 % C 11.65 % 0.00 % Total 99.16 % 99.18 % Impairment of Long-lived Assets including Internal Use Capitalized Software Costs Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) There were no Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At September 30, 2023 and December 31, 2022, the Company had no Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Right of Use Assets and Lease Obligations The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7. Revenue Recognition The Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives, discounts, rebates, and amounts collected on behalf of third parties. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services. The following represents the analysis management has considered in determining its revenue recognition policy: Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company only has single performance obligations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component. Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration. Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract. Performance obligations are satisfied when a delivery is completed or a membership fee has been paid. Therefore, revenue is recognized at a point in time. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) For each of our revenue streams we only have a single performance obligation. Contract Liabilities (Deferred Revenue) Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. At September 30, 2023 and December 31, 2022, the Company had deferred revenue of $ 0 0 The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Nine Months Ended September 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 17,129,808 97.74 % $ 10,075,711 98.92 % Other 395,869 2.26 % 110,191 1.08 % Total Sales $ 17,525,677 100.00 % $ 10,185,902 100.00 % Cost of Sales Cost of sales primarily include fuel costs and wages paid to our drivers. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2023 and December 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the three and nine months ended September 30, 2023, the Company generated net losses. At September 30, 2023, the Company has an estimated income tax liability of $ 0 Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 20,020 488,288 The Company recognized $ 68,740 1,072,089 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible notes. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of September 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding September 30, 2023 September 30, 2022 Stock options (vested) - 28,135 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 231,764 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. See Note 5 regarding the Company’s 150,000 Based on the potential common stock equivalents noted above at September 30, 2023, the Company has sufficient authorized shares of common stock ( 50,000,000 On April 27, 2023, the Company executed a 1-for-8 500,000,000 50,000,000 50,000,000 5,000,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related Party Agreement with Company owned by Daniel Arbour On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 Effective May 15, 2023, EzFill Holdings, Inc. (the “Company”) and Mountain Views Strategy Ltd. (“Mountain Views”) entered into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting Agreement”). As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal and founder of Mountain Views. The Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 See Note 7. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Related Party Agreement with Company owned by Avishai Vaknin On April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”) with Tel | (1) Nature of Organization and Summary of Significant Accounting Policies 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 Dilutive Equity Securities Outstanding 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. |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Going Concern There is substantial doubt about the Company to continue as a going concern. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of 90 days or less to be cash equivalents. At September 30, 2023, the Company has $ 54,843 in cash and cash equivalents (excluding $ 1,000,000 1,457 at December 31, 2022. Restricted Cash In the 3 rd 1 million into a 3 rd Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed assets and deferred tax assets. Actual results could materially differ from those estimates. NEXT CHARGING LLC Note and Interest Receivable Note and Interest receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Income taxes are passed through to the members of Next Charging LLC for 2021. Effective January 1, 2022, the Company is treated as a Corporation and the taxes are paid by the Corporation. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s unaudited financial statements as of September 30, 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2020, 2021, and 2022 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. As of September 30, 2023, we had a net operating loss carry-forward of approximately $( 366,008 ) and a deferred tax asset of $ 76,862 using the statutory rate of 21 %. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked a valuation allowance of $( 76,862 ). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be takin in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of September 30, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying unaudited statement of operations. For the nine months ended September 30, 2023 and 2022, advertising, marketing, and promotion expenses were $ 20,539 and $ 5,000 , respectively. NEXT CHARGING LLC Property and equipment Property and equipment consist of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method for property and equipment, over the estimated useful lives of the related assets, generally three five years 5 Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the related assets. Property and equipment as of September 30, 2023: Schedule of Property and Equipment Net Vehicle $ 88,734 Total 88,734 Less Accumulated Depreciation 5,555 Property and Equipment, net $ 83,179 Depreciation expense for the nine months ended September 30, 2023 totaled $ 5,555 Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its unaudited financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326).” The standard introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses and will apply to trade receivables. The new guidance will be effective for the Company’s annual and interim periods beginning after December 15, 2022. The Company has adopted this pronouncement effective January 1, 2023 and determined no material effect on the consolidated financial statements. | Note 2 – Summary of Significant Accounting Policies Going Concern There is substantial doubt about the Company to continue as a going concern. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of 90 days or less to be cash equivalents. At December 31, 2022, and December 31, 2021, the Company has $ 1,457 12,364 Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Note and Interest Receivable Note and Interest receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. NEXT CHARGING LLC Notes to Financial Statements For The Years Ended December 31, 2022 and 2021 Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Income taxes are passed through to the members of Next Charging LLC for 2021. Effective January 1, 2022, the Company is treated as a Corporation and the taxes are paid by the Corporation. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s audited financial statements as of December 31, 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2020, 2021, and 2022 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. As of December 31, 2022, we had a net operating loss carry-forward of approximately $( 13,715 2,880 21 20 (2,880) Net deferred tax assets consist of the following components as of December 31, 2022: Schedule of Net Deferred Tax Assets December 31, 2022 Deferred tax assets: $ 2,880 Valuation allowance (2,880 ) Net deferred tax asset $ - Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying audited statement of operations. For the twelve months ended December 31, 2022, and December 31, 2021, advertising, marketing, and promotion expenses were $ 10,000 10,875 NEXT CHARGING LLC Notes to Financial Statements For The Years Ended December 31, 2022 and 2021 Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its audited financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses |
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 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 3 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful September 30, 2023 December 31, 2022 Lives (Years) Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,135,840 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Vehicle construction in process 109,832 147,006 5 Property Plant And Equipment Gross 5,679,677 5,723,839 Accumulated depreciation (1,963,817 ) (1,134,680 ) Total property and equipment - net $ 3,715,860 $ 4,589,159 On April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the Company licensed certain proprietary technology. Under the terms of the license, the Company issued 33,216 41,520 23,251 91,344 66,432 30.08 132,864 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The impairment loss of $ 1,987,500 See Note 9 for details of intangibles from an acquisition during the year ended December 31, 2022. Additionally, goodwill was considered impaired, and the Company recognized an impairment loss of $ 166,838 The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was $ 278,442 226,724 Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 was $ 829,137 1,277,108 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. | (4) Fixed Assets Property and Equipment Fixed assets consisted of the following: Schedule of Property and Equipment 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accounts Payable and Accrued Liabilities | Note 4 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were as follows at September 30, 2023 and December 31, 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities September 30, 2023 December 31, 2022 Accounts payable $ 1,068,078 $ 987,012 Accrued payroll 73,546 266,453 Accrued interest - 3,014 Accounts payable and Accrued Liabilities $ 1,141,624 $ 1,256,479 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | (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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | Note 5 – Debt The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at September 30, 2023 and December 31, 2022, respectively. Notes Payable – Related Parties Schedule of Notes Payable and Related Parties and Redeemable Common Stock Note #1 Note #2 Note #3 Notes #4 - #9 Note Payable Note Payable Note Payable Note Payable Terms Related Party Related Party Related Party Related Party Total Issuance date of note April 2023 April 2023 September 2023 July 2023 September 2023 Maturity date - initial October 2023 April 2023 March 2024 September 2023 November 2023 Maturity date - as amended April 2024 N/A N/A See discussion below Interest rate #1 10 5 10 8 Interest rate #2 18 13 18 18 Collateral All assets Unsecured All assets All assets Balance - December 31, 2022 $ - $ - $ - $ - $ - Advances 1,500,000 262,500 600,000 1,485,000 3,847,500 Original issue discount (546,000 ) (12,500 ) (495,400 ) (135,000 ) (1,188,900 ) Amortization of debt discount 537,049 12,500 81,659 118,689 749,897 Repayments - (262,500 ) - - (262,500 ) Balance - September 30, 2023 1,491,049 - 186,259 1,468,689 3,145,997 Current 1,491,049 - 186,259 1,468,689 3,145,997 Long term $ - $ - $ - $ - $ - Note #1 and related Loss on Debt Extinguishment The Company executed a six-month (6) note payable with a face amount of $ 1,500,000 150,000 140,000 290,000 1,210,000 290,000 In connection with obtaining this debt, the Company also committed 250,000 100,000 256,000 2.56 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The remaining 150,000 8 At September 30, 2023, these 150,000 150,000 In October 2023 (the initial maturity date), the Company executed a loan extension with the lender. In connection with extending the due date from October 2023 to April 2024, the 150,000 The Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted in an extinguishment of the debt. Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater than 10% different from the present value of the remaining cash flows under the original debt instrument. Subsequent to September 30, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 Schedule of Loss on Debt Extinguishment Fair value of debt and common stock on extinguishment date * $ 1,791,000 Fair value of debt subject to modification 1,500,000 Loss on debt extinguishment $ 291,000 * The Company valued the issuance of the 150,000 commitment shares at $ 291,000 , based upon the quoted closing trading price on the date of modification ($ 1.94 /share). Subsequent to September 2023, and in connection with the modification, the contingency is considered resolved. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) This note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $ 0.74 The Company has determined that in the event of default, the note will be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. At September 30, 2023, no events of default had occurred. The unamortized debt discount related to this note at September 30, 2023 was $ 8,951 This lender is considered a related party since it has a greater than 5 Note #2 An entity controlled by a majority stockholder (approximately 20 250,000 In April 2023, note principal of $ 262,500 13,125 275,625 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Note #3 The Company executed a six-month (6) note payable with a face amount of $ 600,000 60,000 28,900 88,900 511,100 In connection with obtaining this note, the Company also issued 150,000 406,500 2.71 The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 495,400 While the note is initially due in March 2024, the Company has the right to extend the note by an additional six-months (6) to September 2024. In the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.20 This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Note #1), all of the notes with this lender will be considered in default. At September 30, 2023, no events of default had occurred. The unamortized debt discount related to this note at September 30, 2023 was $ 413,741 This lender is considered a related party since it has a greater than 5 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,485,000 135,000 1,350,000 These notes are initially due two-months (2) from their issuance dates. If the notes reach maturity and are still outstanding, the notes and related accrued interest will automatically renew for successive two-month (2) periods under the same terms as noted above ( 8 st 18 The lender is required to issue in writing any event of default. If an event of default occurs, all outstanding principal and accrued interest will be multiplied by 150% and become immediately due. Additionally, if the Company raises $ 3,000,000 The unamortized debt discount related to these notes at September 30, 2023 was $ 16,311 This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Note Payable (non-vehicles) The following is a summary of the Company’s note payable (non-vehicles) at September 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Vehicles Terms Note #1 Issuance date of note June 2023 Maturity date December 2024 Interest rate N/A Collateral All assets Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount /issuance costs (25,250 ) Amortization of debt discount 5,560 Repayments (74,838 ) Balance - September 30, 2023 180,722 Current - Long term $ 180,722 Note #1 The Company executed a note payable with a face amount of $ 275,250 8.9 275,250 25,250 10 25,250 250,000 The unamortized debt discount at September 30, 2023 was $ 19,690 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at September 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Vehicles Issue Date Maturity Date Interest Rate Collateral September 30, 2023 December 31, 2022 2019 2022 2023 4.9 7.44 Vehicles $ 8,586 $ 25,830 2021 2024 2025 0 11 Vehicles 186,918 271,217 2022 2025 2027 0.9 9.05 Vehicles 1,184,456 1,712,849 1,379,960 2,009,896 Less: current portion 819,395 811,516 Long Term $ 560,755 $ 1,198,380 The Company executed various vehicle notes with third parties as follows: Schedule of Notes Payable with Third Parties Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (629,936 ) Balance - September 30, 2023 $ 1,379,960 Debt Maturities The following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter as follows: Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2023 (3 Months) $ 1,468,689 $ - $ 208,131 $ 1,676,820 2024 1,677,308 180,722 818,903 2,676,933 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 14,887 14,887 Total $ 3,145,997 $ 180,722 $ 1,379,960 $ 4,706,679 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Line of Credit On December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was $ 1,000,000 3,000,000 Outstanding borrowings under the line of credit were $ 0 3,000,000 The line of credit was repaid in September 2023 for $ 1,008,813 1,000,000 8,813 To secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio during the second quarter of 2023. The amount outstanding under the Line of Credit shall bear interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest is due and payable monthly in arrears. The interest rate on the Line of Credit was 5.75 The Bank may, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding line of credit. In connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit. | (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 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Stockholders’ Equity | Note 8 – Stockholders’ Equity At September 30, 2023 and December 31, 2022, respectively, the Company had two (2) classes of stock: Preferred Stock - 5,000,000 - none - Par value - $ 0.0001 - Voting – none - Ranks senior to any other class of preferred stock - Dividends – none - Liquidation preference – none - Rights of redemption – none - Conversion – none EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Common Stock - 50,000,000 - 3,962,461 3,812,461 3,335,674 - Par value - $ 0.0001 - Voting at 1 vote per share Securities and Incentive Plans See Schedule 14C Information Statements filed with the US Securities and Exchange Commission for complete details of the Company’s Stock Incentive Plans. Equity Transactions for the Nine Months Ended September 30, 2023 Stock Issued for Cash The Company sold 8,393 25,803 3.06 3.53 3 25,803 Stock Issued for Services – Related Parties The Company issued an aggregate 191,623 502,761 1.75 3.51 Stock Issued for Services The Company issued 25,000 119,750 4.79 Stock Issued for Debt Issuance Costs – Related Party The Company issued 250,000 662,500 2.56 2.71 5 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Equity Transactions for the Year Ended December 31, 2022 Stock Issued for Services – Related Parties The Company issued 45,932 1,309,524 28.51 Stock Issued for Services The Company issued 4,268 102,759 24.08 Stock Issued for Acquisition The Company issued 5,040 50,000 9.92 Restricted Stock and Related Vesting A summary of the Company’s nonvested shares (due to service based restrictions) as of September 30, 2023 and December 31, 2022, is presented below: Schedule of Company Nonvested Shares Weighted Average Number of Gant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2021 39,698 $ 26.16 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 Balance - December 31, 2022 105,481 0.56 Granted 836,800 2.33 Vested (196,594 ) 2.90 Cancelled/Forfeited (23,379 ) 2.21 Balance - September 30, 2023 722,308 $ 0.71 The Company has issued various equity grants to board directors, officers, consultants and employees. These grants typically contain a vesting period of one to three years and require services to be performed in order to vest in the shares granted. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price. These amounts are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share based compensation is reversed on the date of forfeiture, which is typically due to service termination. At September 30, 2023, unrecognized stock compensation expense related to restricted stock was $ 515,051 0.19 Stock Options Stock option transactions for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Option Activity Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Grant Stock Options Number of Exercise Price Term (Years) Intrinsic Date Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ - Granted 71,558 $ 5.59 $ 4.99 Exercised - - Cancelled/Forfeited - - Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ - Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ - Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ - Granted 254,824 $ 6.97 $ 0.29 Exercised - $ - Cancelled/Forfeited (348,306 ) $ 7.14 Outstanding - September 30, 2023 - $ - - $ - $ - Vested and Exercisable - September 30, 2023 - $ - - $ - $ - Unvested and non-exercisable - September 30, 2023 - $ - - $ - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Nine Months Ended September 30, 2023 The Company granted 254,825 73,920 Of the total, 54,825 50,000 The remaining 200,000 23,920 7,973 The fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Fair Value Assumptions Expected term (years) 5.00 Expected volatility 59 62 % Expected dividends 0 % Risk free interest rate 4.00 % At September 30, 2023, the Company determined that all outstanding options previously granted were held by former officers, directors and employees. None of these individuals had timely exercised their options post termination in an allowable time period. Year Ended December 31, 2022 The Company granted 71,558 357,400 Of the total, 65,308 350,000 Of these total options granted, 28,572 153,125 36,736 9,375 14,063 The remaining 6,250 7,400 3,125 3,700 3,125 3,700 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions: Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % Stock-Based Compensation Stock-based compensation expense for the nine months ended September 30, 2023 and 2022 included those amounts associated with vesting of common stock and options of $ 569,519 1,145,472 Of the totals above, $ 553,994 694,524 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Warrants Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Warrants Price Term (Years) Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271 Vested and Exercisable - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271 Unvested and non-exercisable - September 30, 2023 - $ - - $ - | (9) Shareholders Equity Stockholders’ 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 |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Stockholders’ Equity | Note 6 – Stockholders’ Equity Authorized Capital The Company is authorized to issue 100,000 shares of common stock, $ 0.001 par value, and 100,000 shares of common stock, $ 0.001 par value. Since the inception of the Company, all shares authorized, issued and outstanding has been to Michael Farkas, a related party. | Note 6 – Stockholders’ Equity Authorized Capital The Company is authorized to issue 100,000 0.001 100,000 0.001 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Commitments and Contingencies | Note 7 – Commitments and Contingencies Operating Leases We have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. We have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Our leases, where we are the lessee, do not include an option to extend the lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. At September 30, 2023 and December 31, 2022, respectively, the Company had no financing leases as defined in ASC 842, “Leases.” On December 3, 2021, the Company signed a lease for 5778 39 21,773 The initial base rent of $ 14,743 735,197 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023 and 2022, respectively: Schedule of Operating Lease Assets and Liabilities September 30, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 354,601 $ 521,782 Liabilities Operating lease liability $ 378,417 $ 546,022 Weighted-average remaining lease term (years) 1.50 2.25 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense September 30, 2023 September 30, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 167,181 $ 105,470 Lease liability expense in connection with obligation repayment 17,152 $ 17,419 Total operating lease costs $ 184,333 $ 122,889 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 184,756 $ 246,538 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 735,197 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Future minimum lease payments under non-cancellable leases for the years ended December 31 were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2023 (3 months) $ 66,647 2024 256,414 2025 69,421 Total undiscounted cash flows 392,482 Less: amount representing interest (14,065 ) Present value of operating lease liability 378,417 Less: current portion of operating lease liability 238,042 Long-term operating lease liability $ 140,375 Employment Agreements During 2023, the Company executed employment agreements with certain of its officers and directors. These agreements contain various compensation arrangements pertaining to the issuance of stock and cash. The stock portion of the compensation contains vesting provisions and are recorded as earned. For more information on these agreements see related Form 8K’s filed on: ● February 10, 2023 (Non-Independent Director), ● April 19, 2023 (Chief Technology Officer) (“CTO”); and ● April 24, 2023 (Interim Chief Executive Officer) (“ICEO”) In February 2023, the Company’s non-independent director received 10,417 40,000 3.84 In April 2023, the Company’s CTO was entitled to receive up to 325,000 832,000 2.56 130,000 198,178 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) In June and August 2023, the Company granted various board directors an aggregate 220,840 455,000 1.98 2.21 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The Company has filed several Form 8K’s during July and August 2023 related to the hiring and termination of various officers, directors and board members. Contingencies – Legal Matters The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries. As of September 30, 2023, and December 31, 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure. | (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 |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Commitments and Contingencies | Note 4 – Commitments and Contingencies Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. | Note 4 – Commitments and Contingencies Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. |
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 |
Acquisition
Acquisition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisition | Note 9 – Acquisition On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $ 321,250 3,750 5,040 50,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) A summary of the purchase price allocation at fair value is below: Schedule of Purchase Price Allocation at Fair Value Consideration paid Cash $ 321,250 Common stock 50,000 Fair value of consideration transferred $ 371,250 Recognized amounts of identifiable assets acquired Vehicles 153,000 Customer list 66,413 Loading rach license 58,857 Other identifiable intangibles 56,124 Total assets acquired 334,394 Goodwill $ 36,856 The vehicles are being depreciated over their estimated useful lives. Goodwill of $ 36,856 All of the remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022. At September 30, 2023, the vehicles acquired are still in service. | (13) Business Combination Acquisition On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $ 321,250 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Subsequent Events | Note 11 – Subsequent Events Notes Payable Related Party – Material Stockholder greater than 5% In October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000 48,000 272,000 In connection with obtaining this note, the Company also issued 260,000 539,760 2.076 The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 587,760 In the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.20 This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default, all of the notes with this lender will be considered in default. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock. Notes Payable Related Party – Material Stockholder greater than 20% In November 2023, an entity controlled by a majority stockholder (approximately 20 165,000 15,000 150,000 The note bears interest at 8 18 3,000,000 In the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due. The lender will have the option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days. | (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 . Stock compensation will be based on a specific dollar amount translated into a specific number of shares of stock. Stock grant equivalent shares will be granted annually at the Company’s annual meeting date and will fully vest in 12 months or one day before the following yearʼs annual meeting whichever is sooner. Grants will be based on the closing price of the Company on the effective date of the grant, or the Company’s annual shareholder meeting date. On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer The Company will pay Mountain Views $ 13,000 USD per month and cover other certain expenses. The term of the Consulting Agreement is for twelve months from the effective date however, either party may terminate the Consulting Agreement on two weeks written notice to the other party. 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 |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Subsequent Events | Note 7 - Subsequent Event Subsequent Events Subsequent Event: In 2023, the Company entered into an agreement to be purchased by EzFill and is in the process of the due diligence process as of November 21, 2023. | Note 7 - Subsequent Event Subsequent Events Subsequent Event: In 2023, the Company entered an agreement to be purchased by EzFill and is in the process of the due diligence process as of October 20, 2023. |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations EzFill Holding, Inc. and Subsidiary (“EzFill,” “EHI,” “we,” “our” or “the Company”), and its operating subsidiary, was incorporated on March 28, 2019 Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 20, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2023, the Company had: ● Net loss of $ 7,044,320 ● Net cash used in operations was $ 5,439,667 Additionally, at September 30, 2023, the Company had: ● Accumulated deficit of $ 41,889,481 ● Stockholders’ equity of $ 137,506 ● Working capital deficit of $ 3,103,544 The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on a related party for funding its operations over the past couple of months. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 405,230 The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended September 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Seeking to expand into new markets, ● Collaborations with other operating businesses; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. | |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations Organization and Nature of Operations Next Charging LLC (“Next Charging LLC” or the “Company”) was incorporated on April 20, 2016 , under the laws of the State of Florida. Next Charging LLC is a Next Charging is a forward-thinking technology company dedicated to revolutionizing the vehicle (EV) charging industry. The Company owns the patent for contactless transactions, included payment processing across a communication network or charging a vehicle without physical cables or connecters. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited financial position of Next Charging LLC as of September 30, 2023 and September 30, 2022, and the unaudited results of its operations and cash flows for the nine months ended September 30, 2023 and 2022. | Note 1 – Business Organization and Nature of Operations Organization and Nature of Operations Next Charging LLC (“Next Charging LLC” or the “Company”) was incorporated on April 20, 2016 The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the audited financial position of Next Charging LLC as of December 31, 2022 and December 31, 2021, and the audited results of its operations and cash flows for the years ended December 31, 2022 and 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 – Fair Value of Financial Instruments The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company did not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2023. As noted above, all of the Company’s corporate bonds were measured at fair value at December 31, 2022. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) |
Material Definitive Agreement a
Material Definitive Agreement as Amended and Reverse Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Material Definitive Agreement As Amended And Reverse Acquisition | |
Material Definitive Agreement as Amended and Reverse Acquisition | Note 10 – Material Definitive Agreement as Amended and Reverse Acquisition Entry into Material Definitive Agreement Related Party – as Amended and Restated On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100 100,000,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) This agreement was amended on November 2, 2023, as follows: - 35,000,000 - 35,000,000 - 30,000,000 As an additional condition to be satisfied prior to the Closing, Next Charging is also required to take actions to record the assignment to itself of a patent mentioned in the Amended and Restated Exchange Agreement. Next Charging is a renewable energy company formed by Michael D. Farkas. Next Charging has plans to develop and deploy wireless electric vehicle charging technology coupled with battery storage and solar energy solutions. Upon Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman of the Company. Mr. Farkas is the managing member and CEO of Next Charging. Mr. Farkas is also the beneficial owner of approximately 20 The Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and (iv) compliance with the rules and regulations of The Nasdaq Stock Market At the time of closing, there will be a change in control, in a transaction treated as a reverse acquisition. See Form 8-K filed on November 2, 2023 for additional information. |
Note Receivable - Related Party
Note Receivable - Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Note Receivable - Related Party Transactions | Note 3 – Note Receivable - Related Party Transactions During 2016 and 2017, the Company loaned to the Farkas Group, a related party, a total of $ 62,395 3 0 9,796 rd On September 22, 2023, the Company loaned to the NextNRG LLC, a related party, a total of $ 25,000 4 22 During 2023, the Company loaned several two-month (2) notes receivables to EZFill, a related party, with an aggregate face amount of $ 1,485,000 135,000 1,350,000 at 8 % with an automatic extension for an additional 2 months periods unless Lender sends 10 days written notice, prior to end of any two month period, that it does not wish to extend the note at which point the end of the then current two month period shall be the Maturity Date . Notwithstanding the above, upon Borrower completing a capital raise (debt or equity) of at least $ 3,000,000 the entire outstanding principal and interest through the Maturity Date shall be immediately due and payable. The accretion income earned as of September 30, 2023, was $ 118,689 16,076 at September 30, 2023. NEXT CHARGING LLC | Note 3 – Note Receivable - Related Party Transactions During 2016 and 2017, the Company loaned to the Farkas Group, a related party, a total of $ 62,395 3 9,796 8,240 1,556 1,556 62,395 |
Notes Payable- Related Party
Notes Payable- Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Notes Payable- Related Party | Note 5- Notes Payable- Related Party Notes Payable – Related Party During the normal course of business, Michael Farkas, a related party, has lent funds to the company to continue their operations. As of September 30, 2023 and December 31, 2022, the note payable -related party which is due on demand totaled $ 2,934,650 and $ 34,650 , respectively, and is included in long term note payable-related party. Borrowings for the nine-month periods ended September 30, 2023 and 2022 were $ 2,900,000 and $ 34,650 , respectively. The note bears 4 %- 5 % interest and an additional 5 %- 6 % interest was imputed. Interest expense for the nine-month periods ended September 30, 2023 and 2022 was $ 23,333 and $ 1,296 , respectively. | Note 5 - Notes Payable-Related Party Notes Payable- Related Party During the normal course of business, Michael Farkas, a related party, has lent funds to the company to continue their operations. As of December 31, 2022 and 2021 the note payable -related party which is due on demand totaled $ 34,650 0 25,850 5 5 1,732 840 3,463 1,680 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
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 Preparing financial statements in conformity with U.S. GAAP 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 the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the nine months ended September 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets. | 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 and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At September 30, 2023 and December 31, 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | 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 at September 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value September 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 26,072 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 At December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. | 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 Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. The following is a summary of the Company’s accounts receivable at September 30, 2023 and December 31, 2022: Schedule of Accounts Receivable September 30, 2023 December 31, 2022 Accounts receivable $ 1,407,905 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable - net $ 1,326,133 $ 766,692 There was bad debt expense of $ 1,086 2,040 There was bad debt expense of $ 83,564 16,938 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | 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 The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Nine Months Ended September 30 Customer 2023 2022 A 21.83 % 7.68 % B 12.27 % 16.41 % C 0.00 % 36.76 % Total 34.11 % 60.85 % Accounts Receivable Nine Months Ended Year Ended December 31, Customer 2023 2022 A 38.80 % 47.48 % Total 38.80 % 47.48 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Vendor Purchases Nine Months Ended September 30 Vendor 2023 2022 A 50.30 % 85.08 % B 37.21 % 14.10 % C 11.65 % 0.00 % Total 99.16 % 99.18 % | 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 consists solely of fuel. Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method of inventory valuation. Management assesses the recoverability of its inventory and establishes reserves on a quarterly basis. There were no At September 30, 2023 and December 31, 2022, the Company had inventory of $ 183,271 151,248 | 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 and equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) There were no | 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 Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. See Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were fully liquidated during 2023). EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party, are carried at historical cost. At September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” | 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, discounts, rebates, and amounts collected on behalf of third parties. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services. The following represents the analysis management has considered in determining its revenue recognition policy: Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company only has single performance obligations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component. Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration. Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract. Performance obligations are satisfied when a delivery is completed or a membership fee has been paid. Therefore, revenue is recognized at a point in time. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) For each of our revenue streams we only have a single performance obligation. | 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, Marketing and Promotional Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 20,020 488,288 The Company recognized $ 68,740 1,072,089 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | 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 tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2023 and December 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the three and nine months ended September 30, 2023, the Company generated net losses. At September 30, 2023, the Company has an estimated income tax liability of $ 0 | 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 our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option | Stock-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. |
Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split | Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible notes. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of September 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding September 30, 2023 September 30, 2022 Stock options (vested) - 28,135 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 231,764 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. See Note 5 regarding the Company’s 150,000 Based on the potential common stock equivalents noted above at September 30, 2023, the Company has sufficient authorized shares of common stock ( 50,000,000 On April 27, 2023, the Company executed a 1-for-8 500,000,000 50,000,000 50,000,000 5,000,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | 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 Dilutive Equity Securities Outstanding Description 2022 2021 Year ended December 31, Description 2022 2021 Stock options under treasury stock method 0 0 |
Recently Issued Accounting Pronouncements | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancing’s and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | 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. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. | |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. See Note 9 regarding acquisition and related impairment during the year ended December 31, 2022. | |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. | |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. | |
Impairment of Long-lived Assets including Internal Use Capitalized Software Costs | Impairment of Long-lived Assets including Internal Use Capitalized Software Costs Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no | |
Derivative Liabilities | Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivative liabilities, and any remaining unamortized debt discounts, and where appropriate recognizes a net gain or loss on debt extinguishment (debt based derivative liabilities). In connection with any extinguishments of equity based derivative liabilities (typically warrants), the Company records an increase to additional paid-in capital for any remaining liability balance extinguished.. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At September 30, 2023 and December 31, 2022, the Company had no | |
Debt Discount | Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. | |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | |
Right of Use Assets and Lease Obligations | Right of Use Assets and Lease Obligations The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7. | |
Contract Liabilities (Deferred Revenue) | Contract Liabilities (Deferred Revenue) Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. At September 30, 2023 and December 31, 2022, the Company had deferred revenue of $ 0 0 The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Nine Months Ended September 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 17,129,808 97.74 % $ 10,075,711 98.92 % Other 395,869 2.26 % 110,191 1.08 % Total Sales $ 17,525,677 100.00 % $ 10,185,902 100.00 % | |
Cost of Sales | Cost of Sales Cost of sales primarily include fuel costs and wages paid to our drivers. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | |
Stock Warrants | Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) | |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related Party Agreement with Company owned by Daniel Arbour On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 Effective May 15, 2023, EzFill Holdings, Inc. (the “Company”) and Mountain Views Strategy Ltd. (“Mountain Views”) entered into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting Agreement”). As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal and founder of Mountain Views. The Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 See Note 7. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Related Party Agreement with Company owned by Avishai Vaknin On April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”) with Telx Computers Inc. (“Telx”). Mr. Avishai Vaknin (“Vaknin”) is the Chief Operating Officer of Telx and its sole shareholder. Pursuant to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails overseeing all matters relating to the Company’s technology. Pursuant to the Services Agreement, the Company will pay Telx $ 10,000 In connection with this agreement, Vaknin is entitled to receive up to 325,000 130,000 190,000 See Note 10 regarding share exchange agreement with Next Charging, LLC. | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows. | |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed assets and deferred tax assets. Actual results could materially differ from those estimates. NEXT CHARGING LLC | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of 90 days or less to be cash equivalents. At September 30, 2023, the Company has $ 54,843 in cash and cash equivalents (excluding $ 1,000,000 1,457 at December 31, 2022. | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of 90 days or less to be cash equivalents. At December 31, 2022, and December 31, 2021, the Company has $ 1,457 12,364 |
Property and equipment | Property and equipment Property and equipment consist of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method for property and equipment, over the estimated useful lives of the related assets, generally three five years 5 Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the related assets. Property and equipment as of September 30, 2023: Schedule of Property and Equipment Net Vehicle $ 88,734 Total 88,734 Less Accumulated Depreciation 5,555 Property and Equipment, net $ 83,179 Depreciation expense for the nine months ended September 30, 2023 totaled $ 5,555 | |
Advertising, Marketing and Promotional Costs | Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying unaudited statement of operations. For the nine months ended September 30, 2023 and 2022, advertising, marketing, and promotion expenses were $ 20,539 and $ 5,000 , respectively. NEXT CHARGING LLC | Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying audited statement of operations. For the twelve months ended December 31, 2022, and December 31, 2021, advertising, marketing, and promotion expenses were $ 10,000 10,875 NEXT CHARGING LLC Notes to Financial Statements For The Years Ended December 31, 2022 and 2021 |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Income taxes are passed through to the members of Next Charging LLC for 2021. Effective January 1, 2022, the Company is treated as a Corporation and the taxes are paid by the Corporation. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s unaudited financial statements as of September 30, 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2020, 2021, and 2022 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. As of September 30, 2023, we had a net operating loss carry-forward of approximately $( 366,008 ) and a deferred tax asset of $ 76,862 using the statutory rate of 21 %. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked a valuation allowance of $( 76,862 ). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be takin in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of September 30, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Income taxes are passed through to the members of Next Charging LLC for 2021. Effective January 1, 2022, the Company is treated as a Corporation and the taxes are paid by the Corporation. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Company’s audited financial statements as of December 31, 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s 2020, 2021, and 2022 tax returns remain open for audit for Federal and State taxing authorities. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. As of December 31, 2022, we had a net operating loss carry-forward of approximately $( 13,715 2,880 21 20 (2,880) Net deferred tax assets consist of the following components as of December 31, 2022: Schedule of Net Deferred Tax Assets December 31, 2022 Deferred tax assets: $ 2,880 Valuation allowance (2,880 ) Net deferred tax asset $ - |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its unaudited financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses (Topic 326).” The standard introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses and will apply to trade receivables. The new guidance will be effective for the Company’s annual and interim periods beginning after December 15, 2022. The Company has adopted this pronouncement effective January 1, 2023 and determined no material effect on the consolidated financial statements. | Recently Issued Accounting Pronouncements The Company has evaluated all new accounting standards that are in effect and may impact its audited financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments—Credit Losses |
Going Concern | Going Concern There is substantial doubt about the Company to continue as a going concern. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | Going Concern There is substantial doubt about the Company to continue as a going concern. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will successful. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Note and Interest Receivable | Note and Interest Receivable Note and Interest receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. | Note and Interest Receivable Note and Interest receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. NEXT CHARGING LLC Notes to Financial Statements For The Years Ended December 31, 2022 and 2021 |
Restricted Cash | Restricted Cash In the 3 rd 1 million into a 3 rd |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Unrealized Gains, Losses, and Fair Value | The following is a summary of the unrealized gains, losses, and fair value by investment type at September 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value September 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 | 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 Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of September 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding September 30, 2023 September 30, 2022 Stock options (vested) - 28,135 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 231,764 | Schedule of Dilutive Equity Securities Outstanding Description 2022 2021 Year ended December 31, Description 2022 2021 Stock options under treasury stock method 0 0 |
Schedule of Accounts Receivable | The following is a summary of the Company’s accounts receivable at September 30, 2023 and December 31, 2022: Schedule of Accounts Receivable September 30, 2023 December 31, 2022 Accounts receivable $ 1,407,905 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable - net $ 1,326,133 $ 766,692 | |
Schedule of Concentration Of Risk | The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Nine Months Ended September 30 Customer 2023 2022 A 21.83 % 7.68 % B 12.27 % 16.41 % C 0.00 % 36.76 % Total 34.11 % 60.85 % Accounts Receivable Nine Months Ended Year Ended December 31, Customer 2023 2022 A 38.80 % 47.48 % Total 38.80 % 47.48 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED) Vendor Purchases Nine Months Ended September 30 Vendor 2023 2022 A 50.30 % 85.08 % B 37.21 % 14.10 % C 11.65 % 0.00 % Total 99.16 % 99.18 % | |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the nine months ended September 30, 2023 and 2022: Schedule of Disaggregation of Revenue Nine Months Ended September 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 17,129,808 97.74 % $ 10,075,711 98.92 % Other 395,869 2.26 % 110,191 1.08 % Total Sales $ 17,525,677 100.00 % $ 10,185,902 100.00 % | |
Net deferred tax assets consist of the following components as of December 31, 2022: | 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 $ - $ - | |
Next Charging LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net deferred tax assets consist of the following components as of December 31, 2022: | Net deferred tax assets consist of the following components as of December 31, 2022: Schedule of Net Deferred Tax Assets December 31, 2022 Deferred tax assets: $ 2,880 Valuation allowance (2,880 ) Net deferred tax asset $ - | |
Schedule of Property and Equipment Net | Property and equipment as of September 30, 2023: Schedule of Property and Equipment Net Vehicle $ 88,734 Total 88,734 Less Accumulated Depreciation 5,555 Property and Equipment, net $ 83,179 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful September 30, 2023 December 31, 2022 Lives (Years) Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,135,840 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Vehicle construction in process 109,832 147,006 5 Property Plant And Equipment Gross 5,679,677 5,723,839 Accumulated depreciation (1,963,817 ) (1,134,680 ) Total property and equipment - net $ 3,715,860 $ 4,589,159 | Fixed assets consisted of the following: Schedule of Property and Equipment 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities were as follows at September 30, 2023 and December 31, 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities September 30, 2023 December 31, 2022 Accounts payable $ 1,068,078 $ 987,012 Accrued payroll 73,546 266,453 Accrued interest - 3,014 Accounts payable and Accrued Liabilities $ 1,141,624 $ 1,256,479 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Schedule of Maturities of Long Term Debt | Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2023 (3 Months) $ 1,468,689 $ - $ 208,131 $ 1,676,820 2024 1,677,308 180,722 818,903 2,676,933 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 14,887 14,887 Total $ 3,145,997 $ 180,722 $ 1,379,960 $ 4,706,679 | 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 |
Schedule of Notes Payable and Related Parties and Redeemable Common Stock | Schedule of Notes Payable and Related Parties and Redeemable Common Stock Note #1 Note #2 Note #3 Notes #4 - #9 Note Payable Note Payable Note Payable Note Payable Terms Related Party Related Party Related Party Related Party Total Issuance date of note April 2023 April 2023 September 2023 July 2023 September 2023 Maturity date - initial October 2023 April 2023 March 2024 September 2023 November 2023 Maturity date - as amended April 2024 N/A N/A See discussion below Interest rate #1 10 5 10 8 Interest rate #2 18 13 18 18 Collateral All assets Unsecured All assets All assets Balance - December 31, 2022 $ - $ - $ - $ - $ - Advances 1,500,000 262,500 600,000 1,485,000 3,847,500 Original issue discount (546,000 ) (12,500 ) (495,400 ) (135,000 ) (1,188,900 ) Amortization of debt discount 537,049 12,500 81,659 118,689 749,897 Repayments - (262,500 ) - - (262,500 ) Balance - September 30, 2023 1,491,049 - 186,259 1,468,689 3,145,997 Current 1,491,049 - 186,259 1,468,689 3,145,997 Long term $ - $ - $ - $ - $ - | |
Schedule of Loss on Debt Extinguishment | Schedule of Loss on Debt Extinguishment Fair value of debt and common stock on extinguishment date * $ 1,791,000 Fair value of debt subject to modification 1,500,000 Loss on debt extinguishment $ 291,000 * The Company valued the issuance of the 150,000 commitment shares at $ 291,000 , based upon the quoted closing trading price on the date of modification ($ 1.94 /share). | |
Schedule of Notes Payable with Third Parties | The Company executed various vehicle notes with third parties as follows: Schedule of Notes Payable with Third Parties Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (629,936 ) Balance - September 30, 2023 $ 1,379,960 | |
Non Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Notes Payable Vehicles | The following is a summary of the Company’s note payable (non-vehicles) at September 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Vehicles Terms Note #1 Issuance date of note June 2023 Maturity date December 2024 Interest rate N/A Collateral All assets Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount /issuance costs (25,250 ) Amortization of debt discount 5,560 Repayments (74,838 ) Balance - September 30, 2023 180,722 Current - Long term $ 180,722 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Notes Payable Vehicles | Schedule of Notes Payable Vehicles Issue Date Maturity Date Interest Rate Collateral September 30, 2023 December 31, 2022 2019 2022 2023 4.9 7.44 Vehicles $ 8,586 $ 25,830 2021 2024 2025 0 11 Vehicles 186,918 271,217 2022 2025 2027 0.9 9.05 Vehicles 1,184,456 1,712,849 1,379,960 2,009,896 Less: current portion 819,395 811,516 Long Term $ 560,755 $ 1,198,380 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | 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 | Stock option transactions for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Option Activity Weighted Average Weighted Weighted Remaining Average Average Contractual Aggregate Grant Stock Options Number of Exercise Price Term (Years) Intrinsic Date Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ - Granted 71,558 $ 5.59 $ 4.99 Exercised - - Cancelled/Forfeited - - Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ - Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ - Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ - Granted 254,824 $ 6.97 $ 0.29 Exercised - $ - Cancelled/Forfeited (348,306 ) $ 7.14 Outstanding - September 30, 2023 - $ - - $ - $ - Vested and Exercisable - September 30, 2023 - $ - - $ - $ - Unvested and non-exercisable - September 30, 2023 - $ - - $ - $ - | 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 | The fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Fair Value Assumptions Expected term (years) 5.00 Expected volatility 59 62 % Expected dividends 0 % Risk free interest rate 4.00 % Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % | Schedule of Fair Value Assumptions Year Ended Valuation assumptions: Risk-free rate 1.64 % Expected volatility 62 % Expected term (years) 5 Dividend yield 0 |
Schedule of Company Nonvested Shares | A summary of the Company’s nonvested shares (due to service based restrictions) as of September 30, 2023 and December 31, 2022, is presented below: Schedule of Company Nonvested Shares Weighted Average Number of Gant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2021 39,698 $ 26.16 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 Balance - December 31, 2022 105,481 0.56 Granted 836,800 2.33 Vested (196,594 ) 2.90 Cancelled/Forfeited (23,379 ) 2.21 Balance - September 30, 2023 722,308 $ 0.71 | |
Schedule of Stock Warrant Activity | Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Warrants Price Term (Years) Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271 Vested and Exercisable - September 30, 2023 203,629 $ 4.15 1.48 $ 159,271 Unvested and non-exercisable - September 30, 2023 - $ - - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases for the years ended December 31 were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2023 (3 months) $ 66,647 2024 256,414 2025 69,421 Total undiscounted cash flows 392,482 Less: amount representing interest (14,065 ) Present value of operating lease liability 378,417 Less: current portion of operating lease liability 238,042 Long-term operating lease liability $ 140,375 | 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 % |
Schedule of Operating Lease Assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023 and 2022, respectively: Schedule of Operating Lease Assets and Liabilities September 30, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 354,601 $ 521,782 Liabilities Operating lease liability $ 378,417 $ 546,022 Weighted-average remaining lease term (years) 1.50 2.25 Weighted-average discount rate 5 % 5 % | |
Schedule of Components of Lease Expense | Schedule of Components of Lease Expense September 30, 2023 September 30, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 167,181 $ 105,470 Lease liability expense in connection with obligation repayment 17,152 $ 17,419 Total operating lease costs $ 184,333 $ 122,889 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 184,756 $ 246,538 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 735,197 |
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 $ - $ - |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | 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 Consideration paid Cash $ 321,250 Common stock 50,000 Fair value of consideration transferred $ 371,250 Recognized amounts of identifiable assets acquired Vehicles 153,000 Customer list 66,413 Loading rach license 58,857 Other identifiable intangibles 56,124 Total assets acquired 334,394 Goodwill $ 36,856 | 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 | Sep. 30, 2023 | |
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 | |
Gross unrealized gains (loss) | $ (44,590) | $ (5,073) |
Schedule of Amortization Finite
Schedule of Amortization Finite Lived Intangible Assets Useful Life (Details) | 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 Dilutive Equity Sec
Schedule of Dilutive Equity Securities Outstanding (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 203,629 | 231,764 | ||
Stock Options Under Treasury Stock Method [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 0 | 0 | ||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 28,135 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 203,629 | 203,629 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Apr. 27, 2023 | Apr. 19, 2023 | Apr. 19, 2023 | Feb. 15, 2023 | Mar. 10, 2021 | Dec. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | 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 | ||||||||||||
Stockholders' equity, reverse stock split | 1-for-8 | ||||||||||||
Cash equivalents | $ 2,066,793 | $ 405,230 | $ 405,230 | 2,066,793 | 13,561,266 | ||||||||
Amount insured by FDIC | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||
Realized losses on bonds | 34,556 | $ 26,072 | 5,255 | 0 | |||||||||
Proceeds from investment | 1,151,186 | ||||||||||||
Allowance for doubtful accounts receivable | 0 | 81,772 | $ 81,772 | 0 | 5,665 | ||||||||
Concentration risk percentage | 100% | 100% | |||||||||||
Allowance for inventory | 0 | 0 | |||||||||||
Deferred offering costs | 129,635 | 129,635 | 0 | ||||||||||
Advertising costs | 1,182,815 | 216,946 | |||||||||||
Proceeds from gain loss on sale of debt securities | $ 44,590 | ||||||||||||
Bad debt expense | 1,086 | $ 2,040 | 83,564 | $ 16,938 | 17,489 | 17,644 | |||||||
Provisions for inventory | 0 | 0 | 0 | 0 | |||||||||
Inventory | 151,248 | 183,271 | 183,271 | 151,248 | $ 46,343 | ||||||||
Impairment of intangible assets, finite-lived | 0 | 0 | 0 | 0 | 482,064 | ||||||||
Impairment losses | 0 | 0 | 0 | 0 | |||||||||
Derivative liabilities | 0 | 0 | 0 | 0 | |||||||||
Deferred revenue | $ 0 | 0 | 0 | $ 0 | |||||||||
Interest and penalties | 0 | 0 | |||||||||||
Income tax liabilities | 0 | 0 | |||||||||||
Marketing and advertising expense | $ 20,020 | $ 488,288 | $ 68,740 | 1,072,089 | |||||||||
Temporary equity | 150,000 | 150,000 | |||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 50,000,000 | 50,000,000 | 500,000,000 | 500,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 5,000,000 | 5,000,000 | 50,000,000 | 50,000,000 | |||||||
Consulting fees | $ 5,000 | ||||||||||||
Shares of common stock | 325,000 | 325,000 | 93,481 | 93,481 | 21,923 | ||||||||
Shares remain vested | 130,000 | ||||||||||||
Shares remain unvested | 190,000 | ||||||||||||
Statutory rate percentage | 21% | 21% | |||||||||||
Valuation allowance | $ (8,720,151) | $ (8,720,151) | $ (4,571,449) | ||||||||||
Deferred Tax Assets, Valuation Allowance | 8,720,151 | 8,720,151 | 4,571,449 | ||||||||||
Depreciation expense | 850,464 | 140,398 | |||||||||||
Next Charging LLC [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Cash equivalents | $ 1,457 | $ 54,843 | $ 54,843 | 1,457 | 12,364 | ||||||||
Marketing and advertising expense | $ 20,539 | $ 5,000 | $ 10,000 | $ 10,875 | |||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||
Operating loss carry-forward | $ 13,715 | $ 366,008 | $ 366,008 | $ 13,715 | |||||||||
Deferred tax asset | $ 2,880 | $ 76,862 | $ 76,862 | $ 2,880 | |||||||||
Statutory rate percentage | 21% | 21% | |||||||||||
Deferred tax asset recognized in future periods | 20 years | 20 years | 20 years | 20 years | |||||||||
Valuation allowance | $ (2,880) | $ (76,862) | $ (76,862) | $ (2,880) | |||||||||
Restricted Cash | 1,000,000 | 1,000,000 | |||||||||||
Deposit Assets | 1,000,000 | 1,000,000 | |||||||||||
Deferred Tax Assets, Valuation Allowance | $ 2,880 | $ 76,862 | $ 76,862 | 2,880 | |||||||||
Property and equipment useful life | 5 years | 5 years | |||||||||||
Depreciation expense | $ 5,555 | ||||||||||||
Next Charging LLC [Member] | Minimum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Property and equipment useful life | 3 years | 3 years | |||||||||||
Next Charging LLC [Member] | Maximum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Property and equipment useful life | 5 years | 5 years | |||||||||||
Mountain Views Strategy Ltd [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Related party other expenses | $ 13,000 | ||||||||||||
Telx Computers Inc [Member] | Services Agreement [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Related party other expenses | $ 10,000 | ||||||||||||
Corporate Bond Securities [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Proceeds from investment | $ 1,151,186 | ||||||||||||
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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Net loss | $ 2,226,738 | $ 4,076,409 | $ 7,044,320 | $ 11,215,589 | $ 17,505,765 | $ 9,383,397 | |
Accumulated deficit | $ 41,889,481 | $ 41,889,481 | 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 18, 2021 | Mar. 10, 2021 | Nov. 18, 2020 | Nov. 30, 2020 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 19, 2023 | 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 | 254,824 | 71,558 | ||||||||
Share based payment award options outstanding number | 93,481 | 21,923 | 325,000 | |||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares | 8,393 | 7,187,500 | ||||||||
Number of shares issued for services | 25,000 | 25,000 | 4,268 | 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] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share based payment award options outstanding granted | 836,800 | 120,850 | ||||||||
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] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share based payment award options outstanding granted | 28,572 | |||||||||
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 Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property Plant And Equipment Gross | $ 5,723,839 | $ 5,679,677 | $ 2,570,536 |
Accumulated depreciation | (1,134,680) | (1,963,817) | (284,216) |
Total property and equipment - net | $ 4,589,159 | $ 3,715,860 | 2,286,320 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | 5 years | |
Property Plant And Equipment Gross | $ 265,637 | $ 265,637 | 175,068 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | ||
Property Plant And Equipment Gross | $ 29,422 | $ 29,422 | 16,265 |
Estimated Useful Lives | Lease term | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | 5 years | |
Property Plant And Equipment Gross | $ 5,142,828 | $ 5,135,840 | 975,377 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | 5 years | |
Property Plant And Equipment Gross | $ 129,475 | $ 129,475 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | 5 years | |
Property Plant And Equipment Gross | $ 9,471 | $ 9,471 | 9,471 |
Vehicle Construction In Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (Years) | 5 years | ||
Property Plant And Equipment Gross | $ 147,006 | $ 109,832 | $ 1,394,355 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 07, 2021 | Mar. 10, 2021 | Sep. 30, 2021 | May 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 19, 2023 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation expense | $ 850,464 | $ 140,398 | |||||||||
Impairment of fixed assets | $ 258,114 | ||||||||||
Stock issued during period, shares | 30,000 | ||||||||||
Stock options, shares | 93,481 | 21,923 | 325,000 | ||||||||
Share issued price exercised | $ 3.76 | ||||||||||
Stock issued during the period, acquisitions | 375,000 | ||||||||||
Impairment loss | $ 1,205,379 | ||||||||||
Goodwill impairment loss | 166,838 | ||||||||||
Fair value of intangible | $ 0 | $ 0 | $ 0 | $ 0 | 482,064 | ||||||
Depreciation and amortization | $ 278,442 | $ 226,724 | $ 829,137 | $ 1,277,108 | |||||||
Developed Technology Rights [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment loss | 1,987,500 | ||||||||||
IPO [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 7,187,500 | ||||||||||
Technology License Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock options, shares | 531,456 | ||||||||||
Share issued price exercised | $ 30.08 | ||||||||||
Stock issued during the period, acquisitions | 132,864 | ||||||||||
Technology License Agreement [Member] | Fuel Butler LLC [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock options, shares | 66,432 | ||||||||||
Licensor [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 33,216 | ||||||||||
Licensor [Member] | IPO [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 186,010 | ||||||||||
Licensor [Member] | Technology License Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 265,728 | 41,520 | |||||||||
Stock issued during the period, acquisitions | 1,062,913 | ||||||||||
Licensor [Member] | Technology License Agreement [Member] | Fuel Butler LLC [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 332,160 | ||||||||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stock issued during period, shares | 23,251 | ||||||||||
Stock issued during period, shares | 91,344 | ||||||||||
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 | Mar. 11, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Domain name | $ 20,000 | ||
Goodwill | $ 36,856 | 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 | Sep. 30, 2023 | Apr. 19, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 30,000 | |||||||
Stock options, shares | 93,481 | 21,923 | 325,000 | |||||
Share issued price exercised | $ 3.76 | |||||||
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 | $ 30.08 | |||||||
Stock issued during the period, acquisitions | 132,864 | |||||||
Technology License Agreement [Member] | Fuel Butler LLC [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock options, shares | 66,432 | |||||||
Licensor [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 33,216 | |||||||
Licensor [Member] | IPO [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 186,010 | |||||||
Licensor [Member] | Technology License Agreement [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 265,728 | 41,520 | ||||||
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 | 23,251 | |||||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | Maximum [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 730,752 | |||||||
Licensor [Member] | Technology License Agreement [Member] | Fuel Butler LLC [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Stock issued during period, shares | 332,160 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2023 | 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 | |
Accounts payable | $ 1,068,078 | 987,012 | |
Accrued payroll | 73,546 | 266,453 | |
Accrued interest | 3,014 | ||
Accounts payable and Accrued Liabilities | $ 1,141,624 | $ 1,256,479 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-Term Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 811,516 | |
2024 | 820,844 | |
2025 | 307,365 | |
2026 | 55,852 | |
2027 | 14,319 | |
Total | $ 4,706,679 | $ 2,009,896 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Aug. 19, 2021 | Aug. 18, 2021 | Apr. 16, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | Nov. 30, 2023 | Nov. 14, 2023 | Oct. 31, 2023 | Apr. 30, 2023 | Aug. 21, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2023 | Jun. 30, 2023 | Apr. 16, 2022 | Jul. 26, 2021 | Jun. 25, 2021 | Apr. 07, 2021 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit | $ 1,000,000 | $ 0 | ||||||||||||||||||
Outstanding borrowings | $ 0 | $ 3,000,000 | $ 0 | |||||||||||||||||
Line of credit facility interest rate during period | 5.75% | 1.50% | ||||||||||||||||||
Note payable | $ 1,000,000 | |||||||||||||||||||
Interest rate | 1% | 1% | ||||||||||||||||||
Maturity date | Mar. 10, 2022 | Apr. 21, 2021 | ||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 30,000 | |||||||||||||||||||
Proceeds from issuance of debt | $ 300,000 | $ 2,191,308 | $ 1,440,572 | |||||||||||||||||
Aggregate debt interest | $ 262,500 | $ 455,209 | 1,848,399 | |||||||||||||||||
Number of shares granted | 254,824 | 71,558 | ||||||||||||||||||
Stock issued for debt issuance costs, value | $ 25,249,574 | |||||||||||||||||||
Share price | $ 3.76 | |||||||||||||||||||
Redeemable common stock | 203,629 | 231,764 | ||||||||||||||||||
Net proceeds | $ 250,000 | $ 2,187,122 | ||||||||||||||||||
Interest payable | $ 3,014 | |||||||||||||||||||
Line of credit limit | 1,000,000 | $ 3,000,000 | ||||||||||||||||||
Payments for line of credit facility | 1,008,813 | |||||||||||||||||||
Payments for line of credit facility, principal value | 1,000,000 | |||||||||||||||||||
Payments for line of credit facility, interest | $ 8,813 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount | $ 320,000 | |||||||||||||||||||
Original issue discount | 48,000 | |||||||||||||||||||
Losses on extinguishment of debt | $ 291,000 | |||||||||||||||||||
Net proceeds | 272,000 | |||||||||||||||||||
Increase in accrued interest | $ 3,000,000 | |||||||||||||||||||
Proceeds from debt net of issuance costs | 587,760 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | 7,187,500 | ||||||||||||||||||
Stock issued for debt issuance costs, value | $ 25,803 | $ 719 | ||||||||||||||||||
Share price | $ 4.79 | $ 24.08 | ||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued for debt issuance costs, value | $ 539,760 | |||||||||||||||||||
Share price | $ 2.076 | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 3,145,997 | |||||||||||||||||||
Debt issuance costs | 1,188,900 | |||||||||||||||||||
Related Party [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 28.51 | |||||||||||||||||||
Note Holder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 100,000 | 10,000 | ||||||||||||||||||
Lender [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 1,166,000 | |||||||||||||||||||
Maturity date | Jan. 16, 2022 | |||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 10,000 | |||||||||||||||||||
Debt unamortized discount | $ 66,000 | |||||||||||||||||||
Number of shares granted | 400,000 | |||||||||||||||||||
Offering price percentage | 125% | |||||||||||||||||||
Lender [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 260,000 | |||||||||||||||||||
Vehicle Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit | $ 4,000,000 | |||||||||||||||||||
Line of credit facility interest rate during period | 3.50% | |||||||||||||||||||
Line of credit, remaining borrowing capacity | $ 2,400,000 | |||||||||||||||||||
Promissory Notes [Member] | Related Party Three [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate debt interest | $ 100,000 | |||||||||||||||||||
Promissory Notes [Member] | Related Party Two [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 132,979 | $ 265,958 | ||||||||||||||||||
Interest rate | 1% | 1% | ||||||||||||||||||
Debt unamortized 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 unamortized 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 unamortized 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. | |||||||||||||||||||
Notes Payable One [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt unamortized discount | 8,951 | |||||||||||||||||||
Face amount | 1,500,000 | |||||||||||||||||||
Original issue discount | 150,000 | |||||||||||||||||||
Fee amount | 140,000 | |||||||||||||||||||
Debt issue costs | 290,000 | |||||||||||||||||||
Proceeds from issuance costs | $ 1,210,000 | |||||||||||||||||||
Redeemable common stock | 150,000 | |||||||||||||||||||
Debt conversion price | $ 0.74 | |||||||||||||||||||
Debt issuance costs | $ 495,400 | |||||||||||||||||||
Notes Payable One [Member] | Non Vehicles [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 180,722 | |||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||
Aggregate debt interest | $ 74,838 | |||||||||||||||||||
Debt unamortized discount | 19,690 | |||||||||||||||||||
Face amount | 275,250 | |||||||||||||||||||
Net proceeds | $ 250,000 | |||||||||||||||||||
Interest rate | 8.90% | |||||||||||||||||||
Deb iInstrument repaid principal | $ 275,250 | |||||||||||||||||||
Interest payable | 25,250 | |||||||||||||||||||
Proceeds from debt net of issuance costs | 25,250 | |||||||||||||||||||
Notes Payable One [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 1.94 | |||||||||||||||||||
Losses on extinguishment of debt | $ 291,000 | |||||||||||||||||||
Notes Payable One [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued for debt issuance costs, value | $ 256,000 | |||||||||||||||||||
Share price | $ 2.56 | |||||||||||||||||||
Notes Payable One [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 1,491,049 | |||||||||||||||||||
Debt issuance costs | $ 546,000 | |||||||||||||||||||
Notes Payable One [Member] | Lender [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 250,000 | |||||||||||||||||||
Commitment fee shares | $ 150,000 | |||||||||||||||||||
share redemption value | $ 8 | |||||||||||||||||||
Number of redeemed, shares | 150,000 | |||||||||||||||||||
Controlling interest rate | 5% | |||||||||||||||||||
Notes Payable One [Member] | Lender [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Number of redeemed, shares | 150,000 | |||||||||||||||||||
Notes Payable Two [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate debt interest | $ 275,625 | |||||||||||||||||||
Face amount | 262,500 | |||||||||||||||||||
Controlling interest rate | 20% | |||||||||||||||||||
Net proceeds | $ 250,000 | |||||||||||||||||||
Accrued interest | $ 13,125 | |||||||||||||||||||
Notes Payable Two [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | ||||||||||||||||||||
Debt issuance costs | 12,500 | |||||||||||||||||||
Notes Payable Three [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt unamortized discount | 413,741 | |||||||||||||||||||
Face amount | 600,000 | |||||||||||||||||||
Original issue discount | 60,000 | |||||||||||||||||||
Fee amount | 28,900 | |||||||||||||||||||
Debt issue costs | 88,900 | |||||||||||||||||||
Proceeds from issuance costs | $ 511,100 | |||||||||||||||||||
Debt conversion price | $ 1.23 | |||||||||||||||||||
Notes Payable Three [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock issued for debt issuance costs, value | $ 406,500 | |||||||||||||||||||
Share price | $ 2.71 | |||||||||||||||||||
Share price | $ 0.20 | |||||||||||||||||||
Notes Payable Three [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | $ 186,259 | |||||||||||||||||||
Debt issuance costs | $ 495,400 | |||||||||||||||||||
Notes Payable Three [Member] | Lender [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 150,000 | |||||||||||||||||||
Controlling interest rate | 5% | |||||||||||||||||||
Notes Payable Four To Nine [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt unamortized discount | $ 16,311 | |||||||||||||||||||
Face amount | 1,485,000 | |||||||||||||||||||
Original issue discount | 135,000 | |||||||||||||||||||
Proceeds from issuance costs | 1,350,000 | |||||||||||||||||||
Increase in accrued interest | 3,000,000 | |||||||||||||||||||
Notes Payable Four To Nine [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Note payable | 1,468,689 | |||||||||||||||||||
Debt issuance costs | $ 135,000 | |||||||||||||||||||
Notes Payable Four To Nine [Member] | Michael Farkas [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Controlling interest rate | 20% | |||||||||||||||||||
Securities Based Line [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Outstanding borrowings | 1,000,000 | |||||||||||||||||||
Agreement [Member] | Notes Payable One [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 100,000 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit | $ 3,000,000 | $ 16,200,000 | ||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||
Maximum [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 3.53 | |||||||||||||||||||
Maximum [Member] | Related Party [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 3.51 | $ 2.21 | $ 2.21 | |||||||||||||||||
Maximum [Member] | Vehicle Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility interest rate during period | 9% | |||||||||||||||||||
Maximum [Member] | Notes Payable Four To Nine [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Minimum [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 3.06 | |||||||||||||||||||
Minimum [Member] | Related Party [Member] | Common Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Share price | $ 1.75 | $ 1.98 | $ 1.98 | |||||||||||||||||
Minimum [Member] | Vehicle Loans [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility interest rate during period | 3.50% | |||||||||||||||||||
Minimum [Member] | Notes Payable Four To Nine [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8% |
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of shares, beginning | 317,586 | |
Weighted average grant date fair value, beginning | $ 3.27 | |
Number of shares, granted | 966,801 | |
Weighted average grant date fair value, granted | $ 0.63 | |
Number of shares, vested | (405,542) | |
Weighted average grant date fair value, vested | $ 2.69 | |
Number of Shares, Forfeited | (35,000) | |
Weighted average grant date fair value, forfeited | $ 2 | |
Number of shares, ending | 843,845 | 317,586 |
Weighted average grant date fair value, ending | $ 0.56 | $ 3.27 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options Beginning | 93,481 | 21,923 | |
Weighted Average Exercise Price, Beginning | $ 7.62 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Options | 3 years 8 months 4 days | 3 years 3 months | |
Number of Options Granted | 254,824 | 71,558 | |
Weighted Average Exercise Price, Granted | $ 6.97 | $ 5.59 | |
Number of Options Ending | 93,481 | 21,923 | |
Weighted Average Exercise Price, Ending | $ 7.62 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Unvested and non-exercisable | 4 years 1 month 28 days | ||
Aggregate Intrinsic Value Beginning | |||
Weighted average grant date fair value Unvested and non-exercisable Ending | |||
Number of Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable | 3 years 5 months 19 days | 3 years 3 months | |
Aggregate Intrinsic Value Vested and Exercisable Ending | |||
Weighted average grant date fair value Vested and Exercisable Ending | $ 0.63 | ||
Number of Options Vested and Exercisable Beginning | 64,823 | ||
Weighted Average Exercise Price, Unvested and non-exercisable Beginning | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Weighted average grant date fair value Granted | $ 0.29 | $ 4.99 | |
Number of Options Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options Cancelled/Forfeited | 348,306 | ||
Weighted Average Exercise Price, Cancelled/Forfeited | $ 7.14 | ||
Number of Options Cancelled/Forfeited | (348,306) | ||
Aggregate Intrinsic Value Ending | |||
Number of Options Vested and Exercisable Ending | 64,823 | ||
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | $ 14.24 | |
Number of Options Unvested and non-exercisable Ending | 28,658 | 21,923 | |
Weighted Average Exercise Price, Unvested and non-exercisable Ending | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | |||
Stock Options and Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options Beginning | 747,846 | 175,384 | |
Weighted Average Exercise Price, Beginning | $ 1.36 | $ 1.78 | |
Weighted Average Remaining Contractual Term (years), Options | 4 years 2 months 12 days | 3 years 3 months 18 days | |
Number of Options Granted | 572,462 | ||
Weighted Average Exercise Price, Granted | $ 1.26 | ||
Weighted Average Remaining Contractual Term (years), Options granted | 7 years | ||
Number of Options Ending | 747,846 | 175,384 | |
Weighted Average Exercise Price, Ending | $ 1.36 | $ 1.78 | |
Number of Options Exercisable, Balance | 428,962 | ||
Weighted Average Exercise Price, Exercisable, Balance | $ 1.46 | ||
Weighted Average Remaining Contractual Term (years), Unvested and non-exercisable | 3 years 4 months 24 days |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Valuation assumptions: | ||
Risk free interest rate | 1.64% | |
Expected volatility | 62% | |
Expected term (years) | 5 years | |
Expected dividend | 0% | |
Stock Option Granted 2023 [Member] | ||
Valuation assumptions: | ||
Risk free interest rate | 4% | |
Expected term (years) | 5 years | |
Expected dividend | 0% | |
Expected volatility, minimum | 59% | |
Expected volatility, maximum | 62% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Apr. 27, 2023 | Apr. 16, 2021 | Mar. 10, 2021 | Dec. 31, 2022 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2023 | Apr. 19, 2023 | Jun. 03, 2022 | Apr. 07, 2021 | Aug. 01, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 50,000,000 | 50,000,000 | 500,000,000 | 500,000,000 | |||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 5,000,000 | 5,000,000 | 50,000,000 | 50,000,000 | |||||||||||
Stockholders' equity, reverse stock split | 1-for-8 | ||||||||||||||||
Number of sale of shares | 30,559 | ||||||||||||||||
Proceeds from sale of stock | $ 115,000 | ||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 30,000 | ||||||||||||||||
Stock-based compensation expense | $ 1,412,283 | $ 1,896,074 | |||||||||||||||
Number of shares issued for accrued bonuses | 600,000 | ||||||||||||||||
Stock issued for acquisition | 375,000 | ||||||||||||||||
Stock based compensation expense | $ 68,500 | ||||||||||||||||
Shares of restricted stock issued | 966,801 | ||||||||||||||||
Number of shares granted | 254,824 | 71,558 | |||||||||||||||
Share based payment award options outstanding number | 93,481 | 93,481 | 21,923 | 325,000 | |||||||||||||
Restricted stock expense | $ 1,195,053 | $ 177,510 | |||||||||||||||
Share based payment award options and warrants outstanding intrinsic value | $ 0 | $ 0 | $ 0 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock. voting rights | none | none | |||||||||||||||
Dividends preferred stock | $ 0 | $ 0 | |||||||||||||||
Preferred stock liquidation preference value | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Preferred stock rights of redemption | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Preferred stock conversion price | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Common stock, shares issued | 3,335,674 | 3,962,461 | 3,962,461 | 3,335,674 | 26,243,474 | ||||||||||||
Common stock, shares outstanding | 3,335,674 | 3,812,461 | 3,812,461 | 3,335,674 | 26,243,474 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, voting rights | Voting at 1 vote per share | Voting at 1 vote per share | |||||||||||||||
Stock issued for debt issuance costs, value | $ 25,249,574 | ||||||||||||||||
Share price | $ 3.76 | ||||||||||||||||
Deferred offering costs | $ 129,635 | $ 129,635 | 0 | ||||||||||||||
Stock issued for service, value | $ 119,750 | 248,011 | |||||||||||||||
Stock issued for acquisition, value | $ 50,000 | 750,000 | |||||||||||||||
Number of shares granted | 71,558 | ||||||||||||||||
Number of shares granted, value | 38,269 | $ 1,309,524 | $ 949,642 | ||||||||||||||
Stock option grant date fair value | $ 23,920 | ||||||||||||||||
Number of shares granted, value | $ 357,400 | ||||||||||||||||
Number of shares cancellation | 348,306 | ||||||||||||||||
Number of shares non vested | 843,845 | 843,845 | 317,586 | ||||||||||||||
Stock option non vest fair value | 405,542 | ||||||||||||||||
Expected term (years) | 5 years | ||||||||||||||||
Expected volatility | 62% | ||||||||||||||||
Expected dividend | 0% | ||||||||||||||||
Risk free interest rate | 1.64% | ||||||||||||||||
Next Charging LLC [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||
Common stock, shares issued | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||
Common stock, shares outstanding | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Lender [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 10,000 | ||||||||||||||||
Number of shares granted | 400,000 | ||||||||||||||||
Warrants exercisable date | Mar. 14, 2022 | ||||||||||||||||
Warrants exercisable date | Sep. 14, 2024 | Sep. 14, 2026 | |||||||||||||||
Exercise price per share | $ 5 | ||||||||||||||||
Number of warrants issued | 106,291 | ||||||||||||||||
Lender [Member] | Notes Payable One [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 250,000 | ||||||||||||||||
Controlling interest rate | 5% | 5% | |||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares granted | 54,825 | ||||||||||||||||
Accrued salary | $ 50,000 | ||||||||||||||||
Consultants [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares granted | 6,250 | ||||||||||||||||
Number of shares granted | 200,000 | ||||||||||||||||
Stock option grant date fair value | $ 7,400 | ||||||||||||||||
Number of shares Vested | 3,125 | 3,125 | |||||||||||||||
Stock option vest fair value | $ 3,700 | $ 3,700 | |||||||||||||||
Number of shares non vested | 3,125 | 3,125 | |||||||||||||||
Stock option non vest fair value | 3,700 | ||||||||||||||||
Officers And Directors [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock based compensation expense | $ 569,519 | $ 1,145,472 | |||||||||||||||
Number of shares granted | 65,308 | ||||||||||||||||
Number of shares granted fair value | $ 350,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | 7,187,500 | |||||||||||||||
Stock-based compensation expense | $ 587,500 | ||||||||||||||||
Stock issued for acquisition | 40,323 | 193,398 | |||||||||||||||
Stock issued for service | 25,000 | 25,000 | 4,268 | 13,286 | |||||||||||||
Stock issued for debt issuance costs, value | $ 25,803 | $ 719 | |||||||||||||||
Share price | $ 24.08 | $ 4.79 | $ 4.79 | $ 24.08 | |||||||||||||
Percentage of commission | 3% | 3% | |||||||||||||||
Deferred offering costs | $ 25,803 | $ 25,803 | |||||||||||||||
Stock issued for service, value | $ 3 | 119,750 | $ 102,759 | 1 | |||||||||||||
Stock issued for acquisition, value | $ 4 | $ 19 | |||||||||||||||
Number of shares granted | 185,113 | 367,453 | 230,724 | ||||||||||||||
Number of shares granted, value | $ 37 | $ 23 | |||||||||||||||
Common Stock [Member] | Full Service Fueling [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for acquisition | 5,040 | ||||||||||||||||
Stock issued for acquisition, value | $ 50,000 | ||||||||||||||||
Common Stock [Member] | Acquisition [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | $ 9.92 | $ 9.92 | |||||||||||||||
Common Stock [Member] | Notes Payable One [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for debt issuance costs, value | $ 256,000 | ||||||||||||||||
Share price | $ 2.56 | $ 2.56 | |||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | 3.06 | 3.06 | |||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | $ 3.53 | $ 3.53 | |||||||||||||||
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] | |||||||||||||||||
Number of shares granted | 125,951 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares granted | 836,800 | 120,850 | |||||||||||||||
Unrecognized stock compensation expense related to restricted stock | $ 206,000 | $ 515,051 | $ 515,051 | $ 206,000 | |||||||||||||
Weighted average period for recognition | 2 months 8 days | 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] | |||||||||||||||||
Number of shares granted | 776,761 | ||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 9,375 | ||||||||||||||||
Number of shares granted | 28,572 | ||||||||||||||||
Weighted average period for recognition | 2 years | ||||||||||||||||
Unrecognized stock compensation expense related to stock options | 131,000 | $ 131,000 | |||||||||||||||
Number of shares granted | 254,825 | ||||||||||||||||
Number of shares granted, value | $ 73,920 | ||||||||||||||||
Share based compensation | $ 7,973 | ||||||||||||||||
Number of shares vested | $ 153,125 | $ 153,125 | |||||||||||||||
Number of shares cancellation | 36,736 | ||||||||||||||||
Nonvesting in service based grants | $ 14,063 | ||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executives [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares granted | 522,462 | ||||||||||||||||
Restricted Stock Forfeitures [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 2,365 | $ 0 | |||||||||||||||
Stock Option Granted 2022 [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Expected term (years) | 5 years | ||||||||||||||||
Expected volatility | 62% | ||||||||||||||||
Expected dividend | 0% | ||||||||||||||||
Risk free interest rate | 1.64% | ||||||||||||||||
Executive Officer [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 26,573 | ||||||||||||||||
Stock-based compensation expense | $ 100,000 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 53,144 | ||||||||||||||||
Stock-based compensation expense | $ 365,000 | $ 200,000 | |||||||||||||||
Director [Member] | Restricted Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 104,093 | ||||||||||||||||
Sponsorships [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock-based 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 service | 20,000 | ||||||||||||||||
Sellers [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for service | 40,323 | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 553,994 | $ 694,524 | |||||||||||||||
Related Party [Member] | Common Stock [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock issued for service | 191,623 | 45,932 | |||||||||||||||
Share price | $ 28.51 | $ 28.51 | |||||||||||||||
Stock issued for service, value | $ 502,761 | $ 1,309,524 | |||||||||||||||
Related Party [Member] | Common Stock [Member] | Notes Payable [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 250,000 | ||||||||||||||||
Stock issued for debt issuance costs, value | $ 662,500 | ||||||||||||||||
Related Party [Member] | Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | $ 1.75 | $ 1.98 | $ 1.75 | $ 1.98 | |||||||||||||
Related Party [Member] | Common Stock [Member] | Minimum [Member] | Notes Payable [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | 2.56 | 2.56 | |||||||||||||||
Related Party [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | 3.51 | $ 2.21 | 3.51 | $ 2.21 | |||||||||||||
Related Party [Member] | Common Stock [Member] | Maximum [Member] | Notes Payable [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Share price | $ 2.71 | $ 2.71 | |||||||||||||||
Two Thousand And Twenty Equity Incentive Plan [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Number of shares reserved | 1,913,243 | ||||||||||||||||
Two Thousand And Twenty Two 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 sold for cash (ATM) - net of offering costs, shares | 7,187,500 | ||||||||||||||||
IPO [Member] | Underwriter [Member] | |||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||
Warrant to purchase common stock | 359,375 | 359,375 | |||||||||||||||
Exercise price per share | $ 5 | $ 5 |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-Cancellable Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 251,403 | ||
2025 | $ 69,421 | 256,414 | |
2025 | 69,421 | ||
Total undiscounted cash flows | 392,482 | 577,238 | |
Less: Imputed interest | $ 14,065 | 31,217 | |
Present Value of Operating Lease Liabilities | $ 546,021 | ||
Weighted average remaining lease term | 1 year 6 months | 2 years 3 months | |
Weighted average discount rate | 5% | 5% | |
2023 (3 months) | $ 66,647 | ||
2024 | 256,414 | ||
Less: amount representing interest | (14,065) | $ (31,217) | |
Present value of operating lease liability | 378,417 | 546,022 | |
Less: current portion of operating lease liability | 238,042 | 230,014 | |
Long-term operating lease liability | $ 140,375 | $ 316,008 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 03, 2021 USD ($) ft² | Aug. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Apr. 07, 2021 $ / shares | |
Loss Contingencies [Line Items] | ||||||||||||
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 | $ 354,601 | $ 354,601 | 521,782 | ||||||||
Operating lease liability | 184,756 | $ 246,538 | 246,538 | |||||||||
Operating lease expense | $ 184,333 | $ 122,889 | $ 245,777 | |||||||||
Total monthly lease payment | $ 21,773 | |||||||||||
Closing trading price, maximum | $ / shares | $ 3.76 | |||||||||||
Stock vested, value | 23,920 | |||||||||||
Number of shares granted | shares | 71,558 | |||||||||||
Number of shares granted, value | $ 38,269 | $ 1,309,524 | $ 949,642 | |||||||||
Common Stock [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | $ 4.79 | $ 4.79 | $ 24.08 | |||||||||
Number of shares granted | shares | 185,113 | 367,453 | 230,724 | |||||||||
Number of shares granted, value | $ 37 | $ 23 | ||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | $ 3.06 | 3.06 | ||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | 3.53 | 3.53 | ||||||||||
Common Stock [Member] | Related Party [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | $ 28.51 | |||||||||||
Common Stock [Member] | Related Party [Member] | Minimum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | $ 1.98 | $ 1.98 | 1.75 | $ 1.98 | 1.75 | |||||||
Common Stock [Member] | Related Party [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Closing trading price, maximum | $ / shares | $ 2.21 | $ 2.21 | $ 3.51 | $ 2.21 | $ 3.51 | |||||||
Common Stock [Member] | Non Independent Director [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Common stock vested, shares | shares | 325,000 | 10,417 | 130,000 | |||||||||
Common stock received, value | $ 40,000 | |||||||||||
Closing trading price, maximum | $ / shares | $ 2.56 | $ 3.84 | ||||||||||
Stock vested, value | $ 832,000 | $ 198,178 | ||||||||||
Common Stock [Member] | Board Of Directors [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of shares granted | shares | 220,840 | 220,840 | ||||||||||
Common Stock [Member] | Board Of Directorsember [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of shares granted, value | $ 455,000 | $ 455,000 |
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) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | $ 334,394 | ||||
Cash | $ 321,250 | $ 321,250 | |||
Goodwill | 36,856 | $ 109,983 | |||
Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | 321,250 | ||||
Common stock | 50,000 | ||||
Fair value of consideration transferred | 371,250 | ||||
Vehicles [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 153,000 | ||||
Vehicles [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 153,000 | ||||
Customer Lists [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 66,413 | ||||
Customer Lists [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 66,413 | ||||
Loading Rack License [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 58,857 | ||||
Loading Rack License [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 58,857 | ||||
Other Identifiable Intangibles [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 56,124 | ||||
Other Identifiable Intangibles [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 56,124 | ||||
Goodwill [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | 36,856 | ||||
Including Goodwill [Member] | Full Service Fueling [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total assets acquired | $ 371,250 |
Schedule of Business Acquisitio
Schedule of Business Acquisitions by Acquisition Issued or Issuable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Cash | $ 321,250 | $ 321,250 | |||
Full Service Fueling [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 321,250 | ||||
Common stock | 50,000 | ||||
Fair value of consideration transferred | $ 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 shares | |
Business Acquisition [Line Items] | |
Revenue | $ 7,233,957 |
Net Loss | $ (9,383,397) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ / shares | $ (0.46) |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ / shares | $ (0.46) |
Weighted average common shares - basic | shares | 20,199,444 |
Weighted average common shares - diluted | shares | 20,199,444 |
Full Service Fueling [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 242,271 |
Net Loss | (122,507) |
Ez Fill Holdings And Full Service Fueling [Member] | |
Business Acquisition [Line Items] | |
Revenue | 7,476,228 |
Net Loss | $ (9,505,904) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ / shares | $ (0.47) |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ / shares | $ (0.47) |
Weighted average common shares - basic | shares | 20,199,444 |
Weighted average common shares - diluted | shares | 20,199,444 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 11, 2022 | Mar. 10, 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) | |||
Goodwill | $ 36,856 | $ 109,983 | ||
Palmdale Oil Company Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire | 321,250 | |||
Cash | $ 3,750 | |||
Consideration for acquisition, shares | 40,323 | 5,040 | ||
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 ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 10, 2023 | Feb. 17, 2023 | Feb. 15, 2023 | Feb. 10, 2023 | Jan. 23, 2023 | Mar. 10, 2021 | Nov. 30, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 07, 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 | $ 0.0001 | ||||||||||
Proceeds from issuance initial public offering | $ 28,750,000 | ||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 30,000 | ||||||||||||
Proceeds from issuance of common stock | 115,000 | ||||||||||||
Proceeds from issuance costs | $ 250,000 | $ 2,187,122 | |||||||||||
Stock issued for debt issuance costs, value | $ 25,249,574 | ||||||||||||
Share price | $ 3.76 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share based compensation | $ 587,500 | ||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | 7,187,500 | |||||||||||
Stock issued for debt issuance costs, value | $ 25,803 | $ 719 | |||||||||||
Share price | $ 4.79 | $ 24.08 | |||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share price | 3.53 | ||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share price | $ 3.06 | ||||||||||||
Lender [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 10,000 | ||||||||||||
Sales Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Other expenses | $ 7,500 | $ 10,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 150,000 | ||||||||||||
Face amount | $ 320,000 | ||||||||||||
Original issue discount | 48,000 | ||||||||||||
Proceeds from issuance costs | 272,000 | ||||||||||||
Proceeds from debt net of issuance costs | $ 587,760 | ||||||||||||
Ownership percentage | 20% | ||||||||||||
Working capital | $ 165,000 | ||||||||||||
Net of discount | 15,000 | ||||||||||||
Increase in accrued interest | $ 3,000,000 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Average exercise price | $ 1.23 | ||||||||||||
Notes payable interest | 18% | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Average exercise price | $ 0.20 | ||||||||||||
Notes payable interest | 8% | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock issued for debt issuance costs, value | $ 539,760 | ||||||||||||
Share price | $ 2.076 | ||||||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 260,000 | ||||||||||||
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] | MR Daniel Arbour [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
[custom:StockFees] | $ 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% | ||||||||||||
Stock sold for cash (ATM) - net of offering costs, shares | 67,141 | ||||||||||||
Proceeds from issuance of common stock | $ 26,601 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Incorporation date | Mar. 28, 2019 | ||||||||
Net Loss | $ 2,226,738 | $ 4,076,409 | $ 7,044,320 | $ 11,215,589 | $ 17,505,765 | $ 9,383,397 | |||
Net cash used in operating | 5,439,667 | 8,983,886 | 11,599,581 | 6,306,761 | |||||
Accumulated Deficit | 41,889,481 | 41,889,481 | 34,845,161 | 17,339,396 | |||||
Stockholders equity | 137,506 | 11,783,901 | 137,506 | 11,783,901 | $ 5,785,447 | 21,868,446 | $ 1,799,365 | $ 15,587,518 | $ (1,481,744) |
Working capital deficit | 3,103,544 | 3,103,544 | |||||||
Cash on hand | 405,230 | $ 405,230 | |||||||
Next Charging LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Incorporation date | Apr. 20, 2016 | Apr. 20, 2016 | |||||||
Net Loss | $ 366,008 | 8,238 | $ 13,715 | 13,634 | |||||
Net cash used in operating | 382,880 | 5,907 | 10,907 | 13,510 | |||||
Accumulated Deficit | 333,988 | 333,988 | (32,020) | (45,735) | |||||
Stockholders equity | $ (307,593) | $ 40,123 | $ (307,593) | $ 40,123 | $ 35,082 | $ 47,065 | $ 59,859 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 1,407,905 | $ 766,692 | |
Less: allowance for doubtful accounts | 81,772 | 0 | $ 5,665 |
Accounts receivable - net | $ 1,326,133 | $ 766,692 |
Schedule of Concentration Of Ri
Schedule of Concentration Of Risk (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 21.83% | 7.68% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 38.80% | 47.48% | |
Customer A [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 50.30% | 85.08% | |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.27% | 16.41% | |
Customer B [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 37.21% | 14.10% | |
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 0% | 36.76% | |
Customer C [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 11.65% | 0% | |
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 34.11% | 60.85% | |
Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 38.80% | 47.48% | |
Customers [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 99.16% | 99.18% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||
Total sales | $ 6,163,682 | $ 4,091,403 | $ 17,525,677 | $ 10,185,902 | $ 15,044,721 | $ 7,233,957 |
Percentage of revenues | 100% | 100% | ||||
Fuel [Member] | ||||||
Product Information [Line Items] | ||||||
Total sales | $ 17,129,808 | |||||
Fuel [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Percentage of revenues | 97.74% | |||||
Fuel Sales [Member] | ||||||
Product Information [Line Items] | ||||||
Total sales | $ 10,075,711 | |||||
Fuel Sales [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Percentage of revenues | 98.92% | |||||
Product and Service, Other [Member] | ||||||
Product Information [Line Items] | ||||||
Total sales | $ 395,869 | $ 110,191 | ||||
Product and Service, Other [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Percentage of revenues | 2.26% | 1.08% |
Schedule of Notes Payable and R
Schedule of Notes Payable and Related Parties and Redeemable Common Stock (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization of debt discount | $ 755,457 | $ 105,000 | ||
Related Party [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Balance - December 31, 2022 | ||||
Advances | 3,847,500 | |||
Original issue discount | (1,188,900) | |||
Amortization of debt discount | 749,897 | |||
Repayments | (262,500) | |||
Balance - September 30, 2023 | 3,145,997 | |||
Current | 3,145,997 | |||
Long term | ||||
Notes Payable One [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Original issue discount | $ (495,400) | |||
Notes Payable One [Member] | Related Party [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Notes issuance date, minimum | April 2023 | |||
Debt instrument maturity date | October 2023 | |||
Debt instrument maturity date , amended | April 2024 | |||
Debt instrument interest rate stated percentage one | 10% | |||
Debt instrument interest rate stated percentage two | 18% | |||
Debt instrument collateral | All assets | |||
Balance - December 31, 2022 | ||||
Advances | 1,500,000 | |||
Original issue discount | (546,000) | |||
Amortization of debt discount | 537,049 | |||
Repayments | ||||
Balance - September 30, 2023 | 1,491,049 | |||
Current | 1,491,049 | |||
Long term | ||||
Notes Payable Two [Member] | Related Party [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Notes issuance date, minimum | April 2023 | |||
Debt instrument maturity date | April 2023 | |||
Debt instrument interest rate stated percentage one | 5% | |||
Debt instrument interest rate stated percentage two | 13% | |||
Debt instrument collateral | Unsecured | |||
Balance - December 31, 2022 | ||||
Advances | 262,500 | |||
Original issue discount | (12,500) | |||
Amortization of debt discount | 12,500 | |||
Repayments | (262,500) | |||
Balance - September 30, 2023 | ||||
Current | ||||
Long term | ||||
Notes Payable Three [Member] | Related Party [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Notes issuance date, minimum | September 2023 | |||
Debt instrument maturity date | March 2024 | |||
Debt instrument interest rate stated percentage one | 10% | |||
Debt instrument interest rate stated percentage two | 18% | |||
Debt instrument collateral | All assets | |||
Balance - December 31, 2022 | ||||
Advances | 600,000 | |||
Original issue discount | (495,400) | |||
Amortization of debt discount | 81,659 | |||
Repayments | ||||
Balance - September 30, 2023 | 186,259 | |||
Current | 186,259 | |||
Long term | ||||
Notes Payable Three [Member] | Notes Payable Four To Nine [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Notes issuance date, minimum | July 2023 | |||
Notes Payable Three [Member] | Notes Payable Four To Nine [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Notes issuance date, minimum | September 2023 | |||
Notes Payable Four To Nine [Member] | Related Party [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Debt instrument interest rate stated percentage one | 8% | |||
Debt instrument interest rate stated percentage two | 18% | |||
Debt instrument collateral | All assets | |||
Balance - December 31, 2022 | ||||
Advances | 1,485,000 | |||
Original issue discount | (135,000) | |||
Amortization of debt discount | 118,689 | |||
Repayments | ||||
Balance - September 30, 2023 | 1,468,689 | |||
Current | 1,468,689 | |||
Long term | ||||
Notes Payable Four To Nine [Member] | Related Party [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Debt instrument maturity date | September 2023 | |||
Notes Payable Four To Nine [Member] | Related Party [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Debt instrument maturity date | November 2023 |
Schedule of Loss on Debt Exting
Schedule of Loss on Debt Extinguishment (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 14, 2023 | Sep. 30, 2023 | Apr. 07, 2021 | ||
Subsequent Event [Line Items] | ||||
Share issued price exercised | $ 3.76 | |||
Lender [Member] | Notes Payable One [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Redeemed or Called During Period, Shares | 150,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Fair value of debt and common stock on extinguishment date | [1] | $ 1,791,000 | ||
Fair value of debt subject to modification | 1,500,000 | |||
Loss on debt extinguishment | 291,000 | |||
Subsequent Event [Member] | Notes Payable One [Member] | ||||
Subsequent Event [Line Items] | ||||
Loss on debt extinguishment | $ 291,000 | |||
Share issued price exercised | $ 1.94 | |||
Subsequent Event [Member] | Lender [Member] | Notes Payable One [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Redeemed or Called During Period, Shares | 150,000 | |||
[1]The Company valued the issuance of the 150,000 |
Schedule of Notes Payable Vehic
Schedule of Notes Payable Vehicles (Details) - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2021 | Nov. 24, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Amortization of debt discount | $ 755,457 | $ 105,000 | |||||
Repayments | $ (262,500) | $ (455,209) | $ (1,848,399) | ||||
Interest rate | 1% | 1% | |||||
Notes payable | $ 1,000,000 | ||||||
Notes Payable One [Member] | Non Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issue date | June 2023 | ||||||
Debt instrument maturity date description | December 2024 | ||||||
Collateral | All assets | ||||||
Balance - December 31, 2022 | |||||||
Face amount of note | 275,250 | ||||||
Debt discount /issuance costs | (25,250) | ||||||
Amortization of debt discount | 5,560 | ||||||
Repayments | (74,838) | ||||||
Balance - September 30, 2023 | 180,722 | ||||||
Notes payable current | |||||||
Notes payable long term | $ 180,722 | ||||||
Interest rate | 10% | ||||||
Notes payable | $ 180,722 | ||||||
Notes Payable One [Member] | Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issue date | 2019 | ||||||
Collateral | Vehicles | ||||||
Notes payable, gross | $ 8,586 | 25,830 | |||||
Notes Payable One [Member] | Vehicles [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2022 | ||||||
Interest rate | 4.90% | ||||||
Notes Payable One [Member] | Vehicles [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2023 | ||||||
Interest rate | 7.44% | ||||||
Notes Payable Two [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Repayments | (275,625) | ||||||
Notes Payable Two [Member] | Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issue date | 2021 | ||||||
Collateral | Vehicles | ||||||
Notes payable, gross | $ 186,918 | 271,217 | |||||
Notes Payable Two [Member] | Vehicles [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2024 | ||||||
Interest rate | 0% | ||||||
Notes Payable Two [Member] | Vehicles [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2025 | ||||||
Interest rate | 11% | ||||||
Notes Payable Three [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Notes payable, gross | 1,712,849 | ||||||
Notes Payable Three [Member] | Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issue date | 2022 | ||||||
Collateral | Vehicles | ||||||
Notes payable, gross | $ 1,184,456 | ||||||
Notes Payable Three [Member] | Vehicles [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2025 | ||||||
Interest rate | 0.90% | ||||||
Notes Payable Three [Member] | Vehicles [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument maturity date description | 2027 | ||||||
Interest rate | 9.05% | ||||||
Notes Payable [Member] | Vehicles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Balance - December 31, 2022 | $ 2,009,896 | $ 2,009,896 | |||||
Balance - September 30, 2023 | 1,379,960 | 2,009,896 | |||||
Notes payable current | 819,395 | 811,516 | |||||
Notes payable long term | 560,755 | 1,198,380 | |||||
Notes payable | $ 1,379,960 | $ 2,009,896 |
Schedule of Notes Payable with
Schedule of Notes Payable with Third Parties (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Repayments | $ (680,110) | ||
Vehicles [Member] | Third Party [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Balance - December 31, 2022 | 2,009,896 | $ 476,313 | $ 476,313 |
Acquisition of vehicles in exchange for notes payable | 2,166,643 | ||
Repayments | (629,936) | (633,060) | |
Balance - September 30, 2023 | $ 1,379,960 | $ 2,009,896 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
2023 (3 Months) | $ 1,676,820 | |
2024 | 2,676,933 | |
2025 | 282,212 | |
2026 | 55,827 | |
2027 | 14,887 | |
Total | 4,706,679 | $ 2,009,896 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
2023 (3 Months) | 208,131 | |
2024 | 818,903 | |
2025 | 282,212 | |
2026 | 55,827 | |
2027 | 14,887 | |
Total | 1,379,960 | |
Notes Payable [Member] | ||
Property, Plant and Equipment [Line Items] | ||
2023 (3 Months) | ||
2024 | 180,722 | |
2025 | ||
2026 | ||
2027 | ||
Total | 180,722 | |
Notes Payable [Member] | Related Party [Member] | ||
Property, Plant and Equipment [Line Items] | ||
2023 (3 Months) | 1,468,689 | |
2024 | 1,677,308 | |
2025 | ||
2026 | ||
2027 | ||
Total | $ 3,145,997 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 |
Fair Value Disclosures [Abstract] | ||||
Operating lease - right-of-use asset - non-current | $ 354,601 | $ 521,782 | $ 735,197 | |
Operating lease liability | $ 378,417 | $ 546,022 | ||
Weighted average remaining lease term | 1 year 6 months | 2 years 3 months | ||
Weighted average discount rate | 5% | 5% |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||
Amortization of right-of-use operating lease asset | $ 167,181 | $ 105,470 | |
Lease liability expense in connection with obligation repayment | 17,152 | 17,419 | |
Total operating lease costs | 184,333 | 122,889 | $ 245,777 |
Operating cash outflows from operating lease (obligation payment) | 184,756 | 246,538 | $ 246,538 |
Right-of-use asset obtained in exchange for new operating lease liability | $ 735,197 |
Schedule of Company Nonvested S
Schedule of Company Nonvested Shares (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Apr. 19, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options Vested and Exercisable Beginning | 64,823 | |||
Weighted Average Exercise Price, Unvested and non-exercisable Beginning | $ 5.74 | |||
Share based payment award options outstanding granted | 254,824 | 71,558 | ||
Weighted Average Grant Date Fair Value Granted | ||||
Number of Shares Vested | (130,000) | |||
Number of Shares Cancelled/Forfeited | (190,000) | |||
Number of Options Vested and Exercisable Ending | 64,823 | |||
Weighted Average Exercise Price, Unvested and non-exercisable Ending | $ 5.74 | |||
Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options Vested and Exercisable Beginning | 105,481 | 39,698 | ||
Weighted Average Exercise Price, Unvested and non-exercisable Beginning | $ 0.56 | $ 26.16 | ||
Share based payment award options outstanding granted | 836,800 | 120,850 | ||
Weighted Average Grant Date Fair Value Granted | $ 2.33 | $ 5.04 | ||
Number of Shares Vested | (196,594) | (50,693) | ||
Weighted Average Grant Date Fair Value Vested | $ 2.90 | $ 21.52 | ||
Number of Shares Cancelled/Forfeited | (23,379) | (4,375) | ||
Weighted Average Grant Date Fair Value Cancelled/Forfeited | $ 2.21 | $ 16 | ||
Number of Options Vested and Exercisable Ending | 722,308 | 105,481 | 39,698 | |
Weighted Average Exercise Price, Unvested and non-exercisable Ending | $ 0.71 | $ 0.56 | $ 26.16 |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options Beginning | 93,481 | 21,923 | |
Weighted Average Exercise Price, Beginning | $ 7.62 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Options Beginning | 3 years 8 months 4 days | 3 years 3 months | |
Aggregate Intrinsic Value Beginning | |||
Number of Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 3 years 5 months 19 days | 3 years 3 months | |
Aggregate Intrinsic Value Vested and Exercisable Ending | |||
Number of Options Vested and Exercisable Beginning | 64,823 | ||
Weighted Average Exercise Price, Unvested and non-exercisable Beginning | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Share based payment award options outstanding granted | 254,824 | 71,558 | |
Number of Warrants Exercised | |||
Number of Warrants Cancelled/Forfeited | 348,306 | ||
Number of Warrants Cancelled/Forfeited | (348,306) | ||
Number of Options Ending | 93,481 | 21,923 | |
Weighted Average Exercise Price, Ending | $ 7.62 | $ 14.24 | |
Aggregate Intrinsic Value Ending | |||
Number of Options Vested and Exercisable Ending | 64,823 | ||
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | $ 14.24 | |
Number of Options Unvested and non-exercisable Ending | 28,658 | 21,923 | |
Weighted Average Exercise Price, Unvested and non-exercisable Ending | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | |||
Warrant [Member] | |||
Number of Options Beginning | 203,629 | 203,629 | |
Weighted Average Exercise Price, Beginning | $ 4.15 | $ 4.15 | |
Weighted Average Remaining Contractual Term (years), Options Beginning | 1 year 5 months 23 days | 2 years 2 months 19 days | 3 years 2 months 19 days |
Aggregate Intrinsic Value Beginning | $ 82,756 | ||
Number of Options Unvested and non-exercisable Beginning | 203,629 | ||
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 4.15 | $ 4.15 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 1 year 5 months 23 days | 2 years 2 months 19 days | 3 years 2 months 19 days |
Aggregate Intrinsic Value Vested and Exercisable Ending | $ 159,271 | $ 82,756 | |
Number of Options Vested and Exercisable Beginning | 203,629 | ||
Weighted Average Exercise Price, Unvested and non-exercisable Beginning | |||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Share based payment award options outstanding granted | |||
Number of Warrants Exercised | |||
Number of Warrants Cancelled/Forfeited | |||
Number of Warrants Cancelled/Forfeited | |||
Number of Options Ending | 203,629 | 203,629 | 203,629 |
Weighted Average Exercise Price, Ending | $ 4.15 | $ 4.15 | $ 4.15 |
Aggregate Intrinsic Value Ending | $ 159,271 | $ 82,756 | |
Number of Options Vested and Exercisable Ending | 203,629 | 203,629 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 4.15 | $ 4.15 | $ 4.15 |
Number of Options Unvested and non-exercisable Ending | 203,629 | ||
Weighted Average Exercise Price, Unvested and non-exercisable Ending | |||
Aggregate Intrinsic Value Unvested and non-exercisable Ending |
Material Definitive Agreement_2
Material Definitive Agreement as Amended and Reverse Acquisition (Details Narrative) - shares | Nov. 02, 2023 | Apr. 19, 2023 | Aug. 10, 2023 |
Shares issued | 130,000 | ||
Next Charging [Member] | |||
Closing agreement description | (i) that the Company take the actions necessary to amend its certificate of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and (iv) compliance with the rules and regulations of The Nasdaq Stock Market | ||
Subsequent Event [Member] | Michael Farkas [Member] | |||
Ownership percentage | 20% | ||
Material Definitive Agreement [Member] | Common Stock [Member] | |||
Shares issued | 100,000,000 | ||
Shares issued | 35,000,000 | ||
Material Definitive Agreement [Member] | Common Stock [Member] | Electric Vehicle And Battery [Member] | |||
Shares issued | 30,000,000 | ||
Next Charging LLC [Member] | |||
Membership interest | 100% |
Net deferred tax assets consist
Net deferred tax assets consist of the following components as of December 31, 2022: (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Deferred tax assets: | $ 9,758,323 | $ 4,799,840 | |
Valuation allowance | (8,720,151) | (4,571,449) | |
Net deferred tax asset | |||
Next Charging LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Deferred tax assets: | 2,880 | ||
Valuation allowance | $ (76,862) | (2,880) | |
Net deferred tax asset |
Note Receivable - Related Par_2
Note Receivable - Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2023 | Mar. 10, 2021 | Nov. 24, 2020 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Company loaned percent | 1% | 1% | ||||||
Accrued interest | $ 3,014 | |||||||
Next Charging LLC [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Company loaned | $ 1,350,000 | |||||||
Company loaned percent | 8% | |||||||
Accrued interest | $ 16,076 | |||||||
Interest income | 1,556 | $ 1,556 | ||||||
Note receivable related party | 62,395 | 62,395 | ||||||
Aggregate face amount | 1,485,000 | |||||||
Debt discount | $ 135,000 | |||||||
Debt Instrument, Debt Default, Description of Notice of Default | automatic extension for an additional 2 months periods unless Lender sends 10 days written notice, prior to end of any two month period, that it does not wish to extend the note at which point the end of the then current two month period shall be the Maturity Date | |||||||
Long-Term Debt, Gross | $ 3,000,000 | |||||||
Accretion income earned | 118,689 | |||||||
Farkas Group [Member] | Next Charging LLC [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Company loaned | $ 62,395 | $ 62,395 | ||||||
Company loaned percent | 3% | 3% | ||||||
Accrued interest | 0 | $ 9,796 | $ 8,240 | |||||
Next NRGLLC [Member] | Next Charging LLC [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Company loaned | $ 25,000 | |||||||
Company loaned percent | 4% | |||||||
Accrued interest | $ 22 |
Schedule of Property and Equi_2
Schedule of Property and Equipment Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 5,679,677 | $ 5,723,839 | $ 2,570,536 |
Less Accumulated Depreciation | 1,963,817 | 1,134,680 | 284,216 |
Total property and equipment - net | 3,715,860 | 4,589,159 | 2,286,320 |
Vehicles [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 5,135,840 | 5,142,828 | $ 975,377 |
Next Charging LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | 88,734 | ||
Less Accumulated Depreciation | 5,555 | ||
Total property and equipment - net | 83,179 | ||
Next Charging LLC [Member] | Vehicles [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total | $ 88,734 |
Notes Payable- Related Party (D
Notes Payable- Related Party (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 0 | $ 0 | $ 3,000,000 | $ 0 | ||
Interest Expense | 622,777 | $ 29,721 | 966,374 | $ 64,666 | 104,089 | 775,884 |
Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable – related party | 3,145,997 | 3,145,997 | ||||
Next Charging LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 2,900,000 | $ 34,650 | 2,900,000 | 34,650 | 0 | 25,850 |
Imputed Interest - Related Party | 23,333 | 1,296 | 1,732 | 840 | ||
Interest Expense | $ 38,420 | 2,592 | $ 3,463 | 1,680 | ||
Next Charging LLC [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional shares imputed | 5% | 5% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 4% | 4% | ||||
Next Charging LLC [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional shares imputed | 6% | 5% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5% | 5% | ||||
Next Charging LLC [Member] | Related Party [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable – related party | $ 2,934,650 | $ 2,934,650 | $ 34,650 | 34,650 | ||
Next Charging LLC [Member] | Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Expense | $ 23,333 | $ 1,296 | $ 3,463 | $ 1,680 |