Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40809 | |
Entity Registrant Name | EZFILL HOLDINGS, INC. | |
Entity Central Index Key | 0001817004 | |
Entity Tax Identification Number | 83-4260623 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 67 NW 183rd Street | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EZFL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,812,192 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 48,613 | $ 226,985 |
Accounts receivable - net | 1,533,924 | 1,192,340 |
Inventory | 153,964 | 134,057 |
Prepaids and other | 508,198 | 220,909 |
Total Current Assets | 2,244,699 | 1,774,291 |
Property and equipment - net | 3,045,332 | 3,310,187 |
Deposits | 49,063 | 49,063 |
Total Assets | 5,846,645 | 5,717,332 |
Current Liabilities | ||
Total Current Liabilities | 8,587,873 | 6,984,960 |
Long Term Liabilities | ||
Notes payable - net | 353,558 | 353,490 |
Total Long Term Liabilities | 570,873 | 638,578 |
Total Liabilities | 9,158,746 | 7,623,538 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized none issued and outstanding | ||
Common stock - $0.0001 par value, 50,000,000 shares authorized 4,708,192 and 4,516,531 shares issued and outstanding, respectively | 470 | 451 |
Common stock issuable | 26 | 26 |
Additional paid-in capital | 43,903,575 | 43,410,367 |
Accumulated deficit | (47,216,172) | (45,317,050) |
Total Stockholders’ Deficit | (3,312,101) | (1,906,206) |
Total Liabilities and Stockholders’ Deficit | 5,846,645 | 5,717,332 |
Nonrelated Party [Member] | ||
Current Assets | ||
Operating lease - right-of-use asset | 239,542 | 297,394 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,219,180 | 845,275 |
Notes payable - net | 673,773 | 946,228 |
Operating lease liability | 246,880 | 246,880 |
Long Term Liabilities | ||
Operating lease liability | 20,347 | 69,128 |
Related Party [Member] | ||
Current Assets | ||
Operating lease - right-of-use asset | 268,009 | 286,397 |
Current Liabilities | ||
Accounts payable and accrued expenses | 137,211 | 72,428 |
Notes payable - net | 6,237,234 | 4,802,115 |
Operating lease liability | 73,595 | 72,034 |
Long Term Liabilities | ||
Operating lease liability | $ 196,968 | $ 215,960 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 4,708,192 | 4,516,531 |
Common stock, shares outstanding | 4,708,192 | 4,516,531 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Sales - net | $ 6,597,119 | $ 5,231,334 |
Costs and expenses | ||
Cost of sales | 6,135,335 | 5,068,783 |
General and administrative expenses | 1,489,031 | 2,196,646 |
Depreciation and amortization | 276,522 | 273,087 |
Total costs and expenses | 7,900,888 | 7,538,516 |
Loss from operations | (1,303,769) | (2,307,182) |
Other income (expense) | ||
Interest income | 8,160 | |
Other income | 63,800 | |
Interest expense | (659,153) | (49,749) |
Total other income (expense) - net | (595,353) | (41,589) |
Net loss | $ (1,899,122) | $ (2,348,771) |
Loss per share - basic | $ (0.45) | $ (0.70) |
Loss per share - diluted | $ (0.45) | $ (0.70) |
Weighted average number of shares - basic | 4,256,304 | 3,342,924 |
Weighted average number of shares - diluted | 4,256,304 | 3,342,924 |
Comprehensive loss: | ||
Change in fair value of debt securities | $ 31,062 | |
Total comprehensive loss: | $ (1,899,122) | $ (2,317,709) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at Dec. 31, 2022 | $ 334 | $ 40,674,864 | $ (34,845,161) | $ (44,590) | $ 5,785,447 | ||
Balance, shares at Dec. 31, 2022 | 3,335,674 | ||||||
Stock based compensation - related parties | 116,250 | 116,250 | |||||
Stock based compensation - related parties, shares | 6,510 | ||||||
Net loss | (2,348,771) | (2,348,771) | |||||
Stock based compensation - other | 75,811 | 75,811 | |||||
Stock sold for cash (ATM) - net of offering costs | $ 1 | 25,307 | 25,308 | ||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | ||||||
Cash paid for direct offering costs | (25,308) | (25,308) | |||||
Unrealized gain on debt securities | 31,062 | 31,062 | |||||
Balance at Mar. 31, 2023 | $ 335 | 40,866,924 | (37,193,932) | (13,528) | 3,659,799 | ||
Balance, shares at Mar. 31, 2023 | 3,350,577 | ||||||
Balance at Dec. 31, 2022 | $ 334 | 40,674,864 | (34,845,161) | (44,590) | 5,785,447 | ||
Balance, shares at Dec. 31, 2022 | 3,335,674 | ||||||
Stock issued for services | 272,750 | ||||||
Stock sold for cash (ATM) - net of offering costs | 25,308 | ||||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | ||||||
Balance at Dec. 31, 2023 | $ 451 | $ 26 | 43,410,367 | (45,317,050) | (1,906,206) | ||
Balance, shares at Dec. 31, 2023 | 4,516,531 | 260,000 | |||||
Stock based compensation - related parties | 147,334 | 147,334 | |||||
Stock based compensation - related parties, shares | |||||||
Stock issued as debt issue costs - related party | $ 19 | 345,874 | 345,893 | ||||
Stock issued as debt issue costs - related party, shares | 190,722 | ||||||
Stock issued for services | |||||||
Stock issued for services, shares | 939 | ||||||
Net loss | (1,899,122) | (1,899,122) | |||||
Balance at Mar. 31, 2024 | $ 470 | $ 26 | $ 43,903,575 | $ (47,216,172) | $ (3,312,101) | ||
Balance, shares at Mar. 31, 2024 | 4,708,192 | 260,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating activities | |||
Net loss | $ (1,899,122) | $ (2,348,771) | |
Adjustments to reconcile net loss to net cash used in operations | |||
Depreciation and amortization | 276,522 | 273,087 | |
Amortization of bond premium and realized loss on investments in debt securities | 21,737 | ||
Amortization of operating lease - right-of-use asset | 57,852 | 55,038 | |
Amortization of operating lease - right-of-use asset - related party | 18,388 | ||
Amortization of debt discount | 535,182 | ||
Bad debt expense | 3,121 | ||
Stock issued for services - related parties | 147,334 | 192,061 | |
(Increase) decrease in | |||
Accounts Receivable | (341,584) | (219,739) | |
Inventory | (19,907) | 5,176 | |
Prepaids and other | (287,289) | (17,232) | |
Increase (decrease) in | |||
Accounts payable and accrued expenses | 373,905 | (432,838) | |
Accounts payable and accrued expenses - related party | 64,783 | ||
Operating lease liability | (48,781) | (45,057) | |
Operating lease liability - related party | (17,431) | ||
Net cash used in operating activities | (1,140,148) | (2,513,417) | |
Investing activities | |||
Proceeds from sale of marketable debt securities | 1,150,928 | ||
Purchase of fixed assets | (11,667) | ||
Net cash used provided by (used in) investing activities | (11,667) | 1,150,928 | |
Financing activities | |||
Proceeds from notes payable - related party | 1,250,000 | ||
Proceeds from stock issued for cash | 25,308 | ||
Cash paid for direct offering costs | (25,308) | ||
Repayments on notes payable | (276,557) | (199,723) | |
Net cash provided by (used in) financing activities | 973,443 | (199,723) | |
Net decrease in cash | (178,372) | (1,562,212) | |
Cash - beginning of period | 226,985 | 2,066,793 | $ 2,066,793 |
Cash - end of period | 48,613 | 504,581 | $ 226,985 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 64,567 | 31,735 | |
Cash paid for income tax | |||
Supplemental disclosure of non-cash investing and financing activities | |||
Debt discount in connection with the issuance of notes payable - related party | $ 470,893 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations EzFill Holdings, 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 March 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 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, 2023 filed with the SEC on April 1, 2024. 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 HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2024, the Company had: ● Net loss of $ 1,899,122 ● Net cash used in operations was $ 1,140,148 Additionally, at March 31, 2024, the Company had: ● Accumulated deficit of $ 47,216,172 ● Stockholders’ deficit of $ 3,312,101 ● Working capital deficit of $ 6,343,174 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 related parties for the debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, 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 $ 48,613 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 March 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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: ● Expand into new and existing markets (commercial and residential), ● Obtain additional debt and/or equity based financing, ● Collaborations with other operating businesses for strategic opportunities; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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 and Asset Acquisitions The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Purchase price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. 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. 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 earnings. The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets. Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets. The distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine the nature of the transaction. Incorrect judgments or changes in decisions in these areas could materially affect the determination of goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results of operations. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 and Assumptions 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. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2024 and 2023, 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, impairment of intangible assets, 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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. During the three months ended March 31, 2024 and 2023, the Company received proceeds of $ 0 1,150,928 Realized losses, including amortization of bond premiums on these debt securities were $ 0 21,737 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 March 31, 2024 and December 31, 2023: Schedule of Accounts Receivable March 31, 2024 December 31, 2023 Accounts receivable $ 1,615,696 $ 1,274,112 Less: allowance for doubtful accounts 81,772 81,772 Accounts receivable – net $ 1,533,924 $ 1,192,340 There was bad debt expense of $ 0 3,121 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 March 31, 2024 and December 31, 2023, the Company had inventory of $ 153,964 134,057 Concentrations The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of their respective totals: Schedule of Concentration of Risk Sales Three Months Ended March 31, Customer 2024 2023 A 21.77 % 20.89 % B 10.91 % 11.52 % Total 32.68 % 32.41 % Accounts Receivable Three Months Ended March 31, Year Ended December 31, Customer 2024 2023 A 44.28 % 46.57 % B 0.00 % 13.50 % Total 44.28 % 60.07 % EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Vendor Purchases Three Months Ended March 31, Vendor 2024 2024 A 43.99 % 52.15 % B 42.07 % 37.26 % C 13.94 % 10.24 % Total 100.00 % 99.65 % 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 See note 3 for discussion of impairments of long lived assets. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. There were no See note 3 for discussion of impairments of long lived assets. 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 March 31, 2024 and December 31, 2023, respectively, the Company had no Original Issue Discounts and Other Debt Discounts 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of 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. The combined debt discounts cannot exceed the face amount of the debt issued. 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. 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 for third party and related party operating leases. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. Currently, the Company only has two separate and distinct single performance obligations in its contractual arrangements. First, the Company generally recognizes membership revenues at the end of each month after services have been rendered. There are no prepaid membership revenues. Second, the Company recognizes fuel sales each month after delivery has occurred. 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 March 31, 2024 and December 31, 2023, the Company had deferred revenue of $ 0 The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2024 and 2023: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2024 2023 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 6,403,611 97.07 % $ 5,160,306 98.64 % Other 193,508 2.93 % 71,028 1.36 % Total Sales $ 6,597,119 100.00 % $ 5,231,334 100.00 % Cost of Sales Cost of sales primarily include fuel costs and wages/benefits paid to our drivers. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. At March 31, 2024 and December 31, 2023, respectively, the Company had no The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No Valuation of Deferred Tax Assets The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to: ● Earnings history; ● Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices; ● The duration of statutory carry forward periods; ● Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference; ● Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and ● The sensitivity of future forecasted results to commodity prices and other factors. Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis. At March 31, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount 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 $ 24,506 58,640 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 options, 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 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Estimated Useful Lives (Years) Vehicles $ 5,119,048 $ 5,119,048 5 Equipment 277,304 265,637 5 Office furniture 129,475 129,475 5 Leasehold improvements 29,422 29,422 5 Office equipment 9,471 9,471 5 Property and equipment, gross 5,564,720 5,553,053 Accumulated depreciation (2,519,388 ) (2,242,866 ) Total property and equipment - net $ 3,045,332 $ 3,310,187 Three Months Ended March 31, 2024 Depreciation and amortization expense for the three months ended March 31, 2024 and 2023 was $ 276,522 273,087 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. Year ended December 31, 2023 The Company recorded an impairment loss of $ 105,506 During the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively: Schedule of Accounts Payable and Accrued Liabilities March 31, 2024 December 31, 2023 Accounts payable $ 1,219,180 $ 845,275 Accrued interest payable - related parties 137,211 72,428 Accounts payable and accrued liabilities $ 1,356,391 $ 917,703 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Summary of Notes Payable Balance - December 31, 2022 $ - Advances 5,267,500 Debt discount/issue costs (1,608,900 ) Amortization of debt discount/issue costs 1,406,015 Repayments (262,500 ) Balance - December 31, 2023 4,802,115 Advances 1,375,000 Debt discount/issue costs - original issue discount (125,000 ) Debt discount/issue costs - stock issuances (345,893 ) Amortization of debt discount/issue costs 531,012 Balance - March 31, 2024 $ 6,237,234 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The following is a detail of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Interest Default Collateral March 31, 2024 December 31, 2023 Note #1 April 19, 2023 April 19, 2024 250,000 A, B 10.00 % 18.00 % All assets $ 1,500,000 $ 1,500,000 Note #2 September 22, 2023 April 19, 2024 150,000 A, B 10.00 % 18.00 % All assets 600,000 600,000 Note #3 October 13, 2023 April 19, 2024 440,000 A, B 0.00 % 18.00 % All assets 320,000 320,000 Note #4 July 5, 2023 May 5, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #5 August 2, 2023 April 2, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #6 August 23, 2023 April 23, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #7 August 30, 2023 April 29, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #8 September 6, 2023 May 6, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #9 September 13, 2023 May 13, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #10 November 3, 2023 May 3, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #11 November 21, 2023 May 21, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #12 December 4, 2023 June 4, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #13 December 13, 2023 June 13, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #14 December 18, 2023 June 18, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #15 December 20, 2023 June 20, 2024 - 8.00 % 18.00 % All assets 55,000 55,000 Note #16 December 27, 2023 June 27, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #17 January 5, 2024 May 5, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #18 January 16, 2024 May 16, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #19 January 25, 2024 May 25, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #20 February 7, 2024 June 7, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #21 February 20, 2024 June 20, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #22 February 28, 2024 June 28, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #23 March 8, 2024 July 8, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #24 March 15, 2024 July 15, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #25 March 26, 2024 July 26, 2024 34,722 C 8.00 % 18.00 % All assets 110,000 - 6,380,000 5,005,000 Less: unamortized debt discount 142,766 202,885 $ 6,237,234 $ 4,802,115 A See discussion below regarding global amendment for Notes #1, #2 and #3. B See discussion below regarding the limitation on the issuance of this lender due to a 9.99% C These shares of common stock ( 190,722 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Year Ended December 31, 2023 Note #1 – Note Payable – Related Party - Material Stockholder greater than 5% and related Loss on Debt Extinguishment During 2023, the Company originally 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 2.56 546,000 See Note 8. In October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023 to April 2024. At this time, the remaining 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. For the year ended December 31, 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 - related party $ 291,000 * The Company valued the issuance of the 150,000 291,000 1.94 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 Note #2 – Note Payable – Related Party - Material Stockholder greater than 5% During 2023, 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 See Note 8. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. The note was not formally extended on its maturity date, however, the lender has not given notice on default. Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 Note #3 – Note 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 was required to issue 260,000 539,760 2.076 9.99 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The future issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 320,000 320,000 Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 In January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended to April 19, 2024, the Company was required to issue 180,000 9.99 The Company determined the fair value of these shares was $ 270,000 1.50 At March 31, 2024 and December 31, 2023, the Company reflected 440,000 260,000 Extension of Notes #1, #2 and #3 On May 9, 2024, with respect to Notes #1, #2 and #3 discussed above, as a result of extending the note maturity dates as amended to July 17, 2024, the Company was required to issue 165,000 The Company determined the fair value of these shares was $ 407,550 2.47 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Notes #4 - #25 - Notes Payable – Related Party - Material Stockholder greater than 20% Notes Payable – Related Party Three Months Ended March 31, 2024 During the three months ended March 31, 2024, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000 125,000 1,250,000 In connection with obtaining these notes, the Company was required to issue 190,722 345,893 1.68 1.93 In total, the Company recorded debt discounts/issuance costs of $ 470,893 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. These notes bear interest at 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 Finally, in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70 At March 31, 2024, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions of the notes. This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Year Ended December 31, 2023 During the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000 235,000 2,350,000 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. These notes bear interest at 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 Finally, in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70 At December 31, 2023, the Company was not in default on any of these notes and believed it was in compliance with all terms and conditions of the notes. This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 Note Payable - Other Year Ended December 31, 2023 During 2023, an entity controlled by this majority stockholder (approximately 20 12,500 250,000 262,500 13,125 275,625 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Note Payable (non-vehicles) The following is a summary of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount (25,250 ) Amortization of debt discount 9,729 Repayments (133,289 ) Balance - December 31, 2023 126,440 Amortization of debt discount 4,170 Repayments (72,708 ) Balance - March 31, 2024 $ 57,902 In April 2023, the Company executed a note payable with a face amount of $ 275,250 8.9 275,250 25,250 25,250 250,000 In April 2024, the Company executed a note payable with a face amount of $ 277,500 8.1 277,500 27,500 27,500 This note represented the refinancing of the initial note from April 2023. Under the terms of the new agreement, the Company received net proceeds of $ 192,131 57,869 250,000 On the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance will be expensed. The following is a detail of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Note Payable Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 April 16, 2023 December 12, 2024 - * N/A All assets $ 69,253 $ 141,961 Less: unamortized debt discount 11,351 15,521 $ 57,902 $ 126,440 * approximately 10 Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ 2,009,896 Repayments (836,618 ) Balance - December 31, 2023 $ 1,173,278 Repayments (203,849 ) Balance - March 31, 2024 $ 969,429 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The following is a detail of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 24,994 $ 28,370 April 9, 2019 February 17, 2024 4.90 % N/A This vehicle - 1,873 December 15, 2021 December 18, 2024 3.50 % N/A This vehicle 28,487 37,823 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 27,885 37,023 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 34,673 43,944 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,964 43,045 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,929 51,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,504 50,862 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,819 20,837 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,820 20,838 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 15,668 17,913 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,565 24,035 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,562 24,032 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 100,283 107,047 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 66,558 73,585 969,429 1,173,278 Less: current portion 616,860 811,516 Long term portion $ 352,569 $ 361,762 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Debt Maturities The following represents the maturities of the Company’s various debt arrangements as noted above 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 2024 (9 Months) $ 6,237,234 $ 57,902 $ 616,860 $ 6,911,996 2025 - - 282,858 282,858 2026 - - 55,827 55,827 2027 - - 13,884 13,884 Total $ 6,237,234 $ 57,902 $ 969,429 $ 7,264,565 Line of Credit Year Ended December 31, 2023 In 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. The line of credit had an outstanding balance of $ 1,000,000 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 in 2023. In connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, respectively. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 March 31, 2024 and December 31, 2023, respectively, the Company had no “Leases.” On December 3, 2021, the Company signed a lease for 5,778 39 21,773 The initial base rent of $ 14,743 735,197 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December 31, 2023, respectively: Schedule of Operating Lease assets and liabilities March 31, 2024 December 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 239,542 $ 297,394 Liabilities Operating lease liability $ 267,227 $ 316,008 Weighted-average remaining lease term (years) 1.00 1.25 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense March 31, 2024 March 31, 2023 Operating lease costs Amortization of right-of-use operating lease asset $ 57,852 $ 55,038 Lease liability expense in connection with obligation repayment 3,592 $ 6,406 Total operating lease costs $ 61,444 $ 61,444 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 52,373 $ 51,461 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 2024 (9 Months) $ 204,041 2025 69,421 2026 2027 Total undiscounted cash flows 273,462 Less: amount representing interest (6,235 ) Present value of operating lease liability 267,227 Less: current portion of operating lease liability 246,880 Long-term operating lease liability $ 20,347 Operating Lease – Related Party On August 1, 2023, the Company signed a lease for 1,200 6,955 The lease is subject to a 3% annual increase. An initial Right of Use (“ROU”) asset of $ 316,557 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December 31, 2023, respectively: Schedule of Operating Lease assets and liabilities March 31, 2024 December 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 268,009 $ 286,397 Liabilities Operating lease liability $ 270,563 $ 287,994 Weighted-average remaining lease term (years) 3.33 3.58 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense March 31, 2024 March 31, 2023 Operating lease costs Amortization of right-of-use operating lease asset $ 18,388 $ - Lease liability expense in connection with obligation repayment 3,434 $ - Total operating lease costs $ 21,822 $ - Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 20,865 $ - Right-of-use asset obtained in exchange for new operating lease liability $ - $ - EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 2024 (9 Months) $ 63,638 2025 87,038 2026 89,650 2027 53,199 Total undiscounted cash flows 293,525 Less: amount representing interest (22,962 ) Present value of operating lease liability 270,563 Less: current portion of operating lease liability 73,595 Long-term operating lease liability $ 196,968 Employment Agreements Year Ended December 31, 2023 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 expensed 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”) Non-Independent Director In February 2023, the Company’s non-independent director received 10,417 40,000 3.84 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Chief Technology Officer In April 2023, the Company’s CTO was entitled to receive up to 325,000 832,000 2.56 For the year ended December 31, 2023, the CTO vested in 260,000 665,600 65,000 32,500 52,000 65,000 717,600 This expense was recorded as a component of general and administrative expenses for the year ended December 31, 2023. 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. Board Directors (New Board Members) In 2023, the Company granted various board directors an aggregate of 220,840 455,000 1.98 2.21 The Company recognized an expense of $ 238,334 Board Directors (Former Board Members) The Company recognized an expense of $ 207,083 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Three Months Ended March 31, 2024 In connection with the employment agreements noted above, the Company recorded stock based compensation of $ 147,334 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 March 31, 2024 and December 31, 2023, respectively, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 8 – Stockholders’ Equity (Deficit) At March 31, 2024 and December 31, 2023, 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 Common Stock - 50,000,000 - 4,708,192 4,516,531 - Par value - $ 0.0001 - Voting at 1 vote per share EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Securities and Incentive Plans See Schedule 14A Information Statements filed with the US Securities and Exchange Commission for complete details of the Company’s Stock Incentive Plans. All issuances under these Plans has been noted below for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. Equity Transactions for the Three Months Ended March 31, 2024 Stock Issued for Debt Issuance Costs – Related Party The Company issued 190,722 345,893 1.68 1.93 This lender holds an approximate 20 Equity Transactions for the Year Ended December 31, 2023 Stock Issued for Cash The Company sold 8,393 25,308 3.06 3.53 3 25,308 Stock Issued for Services – Related Parties The Company issued an aggregate 672,464 1,215,365 1.75 3.51 Stock Issued for Services The Company issued 100,000 272,750 1.92 4.79 Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable) The Company issued 660,000 919,500 2.07 2.71 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Of the total 660,000 260,000 9.99 This lender holds a greater than 5 Restricted Stock and Related Vesting A summary of the Company’s nonvested shares (due to service based restrictions) as of March 31, 2024 and December 31, 2023, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Shares Weighted Average Grant Date Fair Value Balance - December 31, 2022 105,480 $ 0.56 Granted 826,384 2.31 Vested (261,745 ) 2.69 Cancelled/forfeited (384,278 ) 2.21 Balance - December 31, 2023 285,841 2.17 Granted - - Vested - - Cancelled/forfeited - - Balance - March 31, 2024 285,841 $ 2.17 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. 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 March 31, 2024, unrecognized stock compensation expense related to restricted stock was $ 176,800 1.29 During the three months ended March 31, 2024 and 2023, the Company recognized compensation expense of $ 147,334 192,061 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Stock Options Stock option transactions for the year ended December 31, 2023 is summarized as follows: Schedule of Stock Option Activity Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value 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 - December 31, 2023 - $ - - $ - $ - Vested and Exercisable - December 31, 2023 - $ - - $ - $ - Unvested and non-exercisable - December 31, 2023 - $ - - $ - $ - Year Ended December 31, 2023 The Company granted 254,824 73,920 Of the total, 54,824 50,000 The remaining 200,000 23,920 7,973 0 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 % EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 In, 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, resulting in the cancellation and forfeiture of any issued and outstanding amounts held. Warrants Warrant activity for the three months ended March 31, 2024 and the year ended December 31, 2023 are summarized as follows: Schedule of Stock Warrant Activity Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 - December 31, 2023 203,629 $ 4.15 1.22 $ 36,030 Vested and Exercisable - December 31, 2023 203,629 $ 4.15 1.22 $ 36,030 Unvested and non-exercisable - December 31, 2023 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - March 31, 2024 203,629 $ 4.15 0.98 $ 42,727 Vested and Exercisable - March 31, 2024 203,629 $ 4.15 0.98 $ 42,727 Unvested and non-exercisable - March 31, 2024 - $ - - $ - |
Material Definitive Agreement a
Material Definitive Agreement as Amended and Reverse Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Material Definitive Agreement As Amended And Reverse Acquisition | |
Material Definitive Agreement as Amended and Reverse Acquisition | Note 9 – 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 NextNRG Holding Corp. (“NextNRG”) 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 HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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, NextNRG is also required to take actions to record the assignment to itself of a patent mentioned in the Amended and Restated Exchange Agreement. NextNRG is a renewable energy company formed by Michael D. Farkas. NextNRG 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 NextNRG. 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. On March 1, 2024, Next Charging LLC reincorporated in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp. As of March 31, 2024 and the date of these financial statements, the agreement has not yet closed. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Notes Payable Related Party – Material Stockholder greater than 20% Subsequent to March 31, 2024, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 495,000 45,000 450,000 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. These notes bear interest at 8 st 18 In connection with obtaining these notes, the Company also issued 156,000 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 Finally, in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70 This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 See Note 5 for all other related note issuances with his lender. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 NASDAQ – Continued Listing Rule or Standard As previously disclosed, on August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b) (the “Equity Rule”). Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply with this requirement. On February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024. See Form 8-K filed on February 23, 2024. The Company had requested an appeal for the Staff’s determination. A hearing occurred on May 2, 2024. At the hearing, the Company presented its plan for regaining compliance with the Equity Rule and may request a further extension to complete the execution of its plan. No assurance can be provided that Nasdaq will ultimately accept the Company’s plan or that the Company will ultimately regain compliance with the Equity Rule. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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 and Asset Acquisitions | Business Combinations and Asset Acquisitions The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Purchase price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. 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. 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 earnings. The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets. Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets. The distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine the nature of the transaction. Incorrect judgments or changes in decisions in these areas could materially affect the determination of goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results of operations. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions 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. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2024 and 2023, 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, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets. |
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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 March 31, 2024 and December 31, 2023, 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 | 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. |
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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. During the three months ended March 31, 2024 and 2023, the Company received proceeds of $ 0 1,150,928 Realized losses, including amortization of bond premiums on these debt securities were $ 0 21,737 |
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 March 31, 2024 and December 31, 2023: Schedule of Accounts Receivable March 31, 2024 December 31, 2023 Accounts receivable $ 1,615,696 $ 1,274,112 Less: allowance for doubtful accounts 81,772 81,772 Accounts receivable – net $ 1,533,924 $ 1,192,340 There was bad debt expense of $ 0 3,121 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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 March 31, 2024 and December 31, 2023, the Company had inventory of $ 153,964 134,057 |
Concentrations | Concentrations The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of their respective totals: Schedule of Concentration of Risk Sales Three Months Ended March 31, Customer 2024 2023 A 21.77 % 20.89 % B 10.91 % 11.52 % Total 32.68 % 32.41 % Accounts Receivable Three Months Ended March 31, Year Ended December 31, Customer 2024 2023 A 44.28 % 46.57 % B 0.00 % 13.50 % Total 44.28 % 60.07 % EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Vendor Purchases Three Months Ended March 31, Vendor 2024 2024 A 43.99 % 52.15 % B 42.07 % 37.26 % C 13.94 % 10.24 % Total 100.00 % 99.65 % |
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 See note 3 for discussion of impairments of long lived assets. |
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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. There were no See note 3 for discussion of impairments of long lived assets. |
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 March 31, 2024 and December 31, 2023, respectively, the Company had no |
Original Issue Discounts and Other Debt Discounts | Original Issue Discounts and Other Debt Discounts 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Additionally, the Company may issue common stock with certain notes issued, which are recorded at fair value. These discounts are also recorded as a component of 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. The combined debt discounts cannot exceed the face amount of the debt issued. |
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. |
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 for third party and related party operating leases. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. 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. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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. Currently, the Company only has two separate and distinct single performance obligations in its contractual arrangements. First, the Company generally recognizes membership revenues at the end of each month after services have been rendered. There are no prepaid membership revenues. Second, the Company recognizes fuel sales each month after delivery has occurred. |
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 March 31, 2024 and December 31, 2023, the Company had deferred revenue of $ 0 The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2024 and 2023: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2024 2023 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 6,403,611 97.07 % $ 5,160,306 98.64 % Other 193,508 2.93 % 71,028 1.36 % Total Sales $ 6,597,119 100.00 % $ 5,231,334 100.00 % |
Cost of Sales | Cost of Sales Cost of sales primarily include fuel costs and wages/benefits paid to our drivers. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. At March 31, 2024 and December 31, 2023, respectively, the Company had no The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No |
Valuation of Deferred Tax Assets | Valuation of Deferred Tax Assets The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence. Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to: ● Earnings history; ● Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices; ● The duration of statutory carry forward periods; ● Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference; ● Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and ● The sensitivity of future forecasted results to commodity prices and other factors. Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis. At March 31, 2024 and December 31, 2023, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount of $ 0 |
Advertising 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 $ 24,506 58,640 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 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 options, 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 | 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. |
Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split | Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split Basic earnings per share is calculated using the two-class method and is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued. Net earnings available to common shareholders represent net earnings to common shareholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities. Common shares outstanding and certain other shares committed to be, but not yet issued, include restricted stock and restricted stock units (“RSUs”) for which no future service is required. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Diluted earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Diluted earnings per share is computed by taking the sum of net earnings available to common shareholders, dividends on preferred shares and dividends on dilutive mandatorily redeemable convertible preferred shares, divided by the weighted average number of common shares outstanding and certain other shares committed to be, but not yet issued, plus all dilutive common stock equivalents outstanding during the period (stock options, warrants, convertible preferred stock, and convertible debt). Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and, therefore, are included in the earnings allocation in computing earnings per share under the two-class method of earnings per share. Unvested shares of common stock are excluded from the denominator in computing net loss per share. Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively, and therefore, prior to the requisite service being rendered for the right to retain the award, restricted stock and RSUs meet the definition of a participating security. RSUs granted under an executive compensation plan are not considered participating securities as the rights to dividend equivalents are forfeitable. The following potentially dilutive equity securities outstanding as of March 31, 2024 and 2023 were as follows: Schedule of Dilutive Equity Securities Outstanding March 31, 2024 March 31, 2023 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 203,629 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. Based on the potential common stock equivalents noted above at March 31, 2024, 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 HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. See Note 4 which includes accrued interest payable – related parties. See Notes 5 and 10 for a discussion of related party debt. See Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer. See Note 8 for a discussion of equity transactions with certain officers and directors. See Note 9 regarding expected share exchange agreement with NextNRG Holding Corp. Related Party Agreement with Company owned by Daniel Arbour In 2023, the Company entered into a consulting agreement with an affiliate of a board member to provide services as an outsourced chief revenue officer. The Company will pay $ 5,000 Related Party Agreement with Company owned by Avishai Vaknin In 2023, the Company entered into a services agreement with an affiliate of the Company’s Chief Technology Officer. Services include overseeing all matters relating to the Company’s technology. The Company will pay $ 10,000 In connection with this agreement, the Company issued 325,000 260,000 260,000 65,000 32,500 32,500 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
Recent Accounting Standards | 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 refinancings and restructurings for borrowers experiencing financial difficulty. 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. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | The following is a summary of the Company’s accounts receivable at March 31, 2024 and December 31, 2023: Schedule of Accounts Receivable March 31, 2024 December 31, 2023 Accounts receivable $ 1,615,696 $ 1,274,112 Less: allowance for doubtful accounts 81,772 81,772 Accounts receivable – net $ 1,533,924 $ 1,192,340 |
Schedule of Concentration of Risk | The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of their respective totals: Schedule of Concentration of Risk Sales Three Months Ended March 31, Customer 2024 2023 A 21.77 % 20.89 % B 10.91 % 11.52 % Total 32.68 % 32.41 % Accounts Receivable Three Months Ended March 31, Year Ended December 31, Customer 2024 2023 A 44.28 % 46.57 % B 0.00 % 13.50 % Total 44.28 % 60.07 % EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Vendor Purchases Three Months Ended March 31, Vendor 2024 2024 A 43.99 % 52.15 % B 42.07 % 37.26 % C 13.94 % 10.24 % Total 100.00 % 99.65 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2024 and 2023: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2024 2023 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 6,403,611 97.07 % $ 5,160,306 98.64 % Other 193,508 2.93 % 71,028 1.36 % Total Sales $ 6,597,119 100.00 % $ 5,231,334 100.00 % |
Schedule of Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of March 31, 2024 and 2023 were as follows: Schedule of Dilutive Equity Securities Outstanding March 31, 2024 March 31, 2023 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 203,629 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment March 31, 2024 December 31, 2023 Estimated Useful Lives (Years) Vehicles $ 5,119,048 $ 5,119,048 5 Equipment 277,304 265,637 5 Office furniture 129,475 129,475 5 Leasehold improvements 29,422 29,422 5 Office equipment 9,471 9,471 5 Property and equipment, gross 5,564,720 5,553,053 Accumulated depreciation (2,519,388 ) (2,242,866 ) Total property and equipment - net $ 3,045,332 $ 3,310,187 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities were as follows at March 31, 2024 and December 31, 2023, respectively: Schedule of Accounts Payable and Accrued Liabilities March 31, 2024 December 31, 2023 Accounts payable $ 1,219,180 $ 845,275 Accrued interest payable - related parties 137,211 72,428 Accounts payable and accrued liabilities $ 1,356,391 $ 917,703 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Line Items] | |
Summary of Notes Payable | The following is a summary of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Summary of Notes Payable Balance - December 31, 2022 $ - Advances 5,267,500 Debt discount/issue costs (1,608,900 ) Amortization of debt discount/issue costs 1,406,015 Repayments (262,500 ) Balance - December 31, 2023 4,802,115 Advances 1,375,000 Debt discount/issue costs - original issue discount (125,000 ) Debt discount/issue costs - stock issuances (345,893 ) Amortization of debt discount/issue costs 531,012 Balance - March 31, 2024 $ 6,237,234 |
Schedule of Detailed Company’s Notes Payable | The following is a detail of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Interest Default Collateral March 31, 2024 December 31, 2023 Note #1 April 19, 2023 April 19, 2024 250,000 A, B 10.00 % 18.00 % All assets $ 1,500,000 $ 1,500,000 Note #2 September 22, 2023 April 19, 2024 150,000 A, B 10.00 % 18.00 % All assets 600,000 600,000 Note #3 October 13, 2023 April 19, 2024 440,000 A, B 0.00 % 18.00 % All assets 320,000 320,000 Note #4 July 5, 2023 May 5, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #5 August 2, 2023 April 2, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #6 August 23, 2023 April 23, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #7 August 30, 2023 April 29, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #8 September 6, 2023 May 6, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #9 September 13, 2023 May 13, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #10 November 3, 2023 May 3, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #11 November 21, 2023 May 21, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #12 December 4, 2023 June 4, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #13 December 13, 2023 June 13, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #14 December 18, 2023 June 18, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #15 December 20, 2023 June 20, 2024 - 8.00 % 18.00 % All assets 55,000 55,000 Note #16 December 27, 2023 June 27, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #17 January 5, 2024 May 5, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #18 January 16, 2024 May 16, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #19 January 25, 2024 May 25, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #20 February 7, 2024 June 7, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #21 February 20, 2024 June 20, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #22 February 28, 2024 June 28, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #23 March 8, 2024 July 8, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #24 March 15, 2024 July 15, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #25 March 26, 2024 July 26, 2024 34,722 C 8.00 % 18.00 % All assets 110,000 - 6,380,000 5,005,000 Less: unamortized debt discount 142,766 202,885 $ 6,237,234 $ 4,802,115 A See discussion below regarding global amendment for Notes #1, #2 and #3. B See discussion below regarding the limitation on the issuance of this lender due to a 9.99% C These shares of common stock ( 190,722 |
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 - related party $ 291,000 * The Company valued the issuance of the 150,000 291,000 1.94 |
Schedule of Maturities of Long Term Debt | The following represents the maturities of the Company’s various debt arrangements as noted above 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 2024 (9 Months) $ 6,237,234 $ 57,902 $ 616,860 $ 6,911,996 2025 - - 282,858 282,858 2026 - - 55,827 55,827 2027 - - 13,884 13,884 Total $ 6,237,234 $ 57,902 $ 969,429 $ 7,264,565 |
Non-Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Notes Payable | The following is a summary of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount (25,250 ) Amortization of debt discount 9,729 Repayments (133,289 ) Balance - December 31, 2023 126,440 Amortization of debt discount 4,170 Repayments (72,708 ) Balance - March 31, 2024 $ 57,902 |
Schedule of Detailed Company’s Notes Payable | The following is a detail of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Note Payable Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 April 16, 2023 December 12, 2024 - * N/A All assets $ 69,253 $ 141,961 Less: unamortized debt discount 11,351 15,521 $ 57,902 $ 126,440 * approximately 10 |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Notes Payable | The following is a summary of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ 2,009,896 Repayments (836,618 ) Balance - December 31, 2023 $ 1,173,278 Repayments (203,849 ) Balance - March 31, 2024 $ 969,429 |
Schedule of Detailed Company’s Notes Payable | The following is a detail of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 24,994 $ 28,370 April 9, 2019 February 17, 2024 4.90 % N/A This vehicle - 1,873 December 15, 2021 December 18, 2024 3.50 % N/A This vehicle 28,487 37,823 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 27,885 37,023 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 34,673 43,944 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,964 43,045 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,929 51,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,504 50,862 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,819 20,837 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,820 20,838 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 15,668 17,913 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,565 24,035 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,562 24,032 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 100,283 107,047 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 66,558 73,585 969,429 1,173,278 Less: current portion 616,860 811,516 Long term portion $ 352,569 $ 361,762 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Operating Lease assets and liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December 31, 2023, respectively: Schedule of Operating Lease assets and liabilities March 31, 2024 December 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 239,542 $ 297,394 Liabilities Operating lease liability $ 267,227 $ 316,008 Weighted-average remaining lease term (years) 1.00 1.25 Weighted-average discount rate 5 % 5 % |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense March 31, 2024 March 31, 2023 Operating lease costs Amortization of right-of-use operating lease asset $ 57,852 $ 55,038 Lease liability expense in connection with obligation repayment 3,592 $ 6,406 Total operating lease costs $ 61,444 $ 61,444 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 52,373 $ 51,461 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - |
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 2024 (9 Months) $ 204,041 2025 69,421 2026 2027 Total undiscounted cash flows 273,462 Less: amount representing interest (6,235 ) Present value of operating lease liability 267,227 Less: current portion of operating lease liability 246,880 Long-term operating lease liability $ 20,347 |
Avishai Vaknin [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Operating Lease assets and liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2024 and December 31, 2023, respectively: Schedule of Operating Lease assets and liabilities March 31, 2024 December 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 268,009 $ 286,397 Liabilities Operating lease liability $ 270,563 $ 287,994 Weighted-average remaining lease term (years) 3.33 3.58 Weighted-average discount rate 5 % 5 % |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense March 31, 2024 March 31, 2023 Operating lease costs Amortization of right-of-use operating lease asset $ 18,388 $ - Lease liability expense in connection with obligation repayment 3,434 $ - Total operating lease costs $ 21,822 $ - Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 20,865 $ - Right-of-use asset obtained in exchange for new operating lease liability $ - $ - |
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 2024 (9 Months) $ 63,638 2025 87,038 2026 89,650 2027 53,199 Total undiscounted cash flows 293,525 Less: amount representing interest (22,962 ) Present value of operating lease liability 270,563 Less: current portion of operating lease liability 73,595 Long-term operating lease liability $ 196,968 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Company Nonvested Shares | A summary of the Company’s nonvested shares (due to service based restrictions) as of March 31, 2024 and December 31, 2023, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Shares Weighted Average Grant Date Fair Value Balance - December 31, 2022 105,480 $ 0.56 Granted 826,384 2.31 Vested (261,745 ) 2.69 Cancelled/forfeited (384,278 ) 2.21 Balance - December 31, 2023 285,841 2.17 Granted - - Vested - - Cancelled/forfeited - - Balance - March 31, 2024 285,841 $ 2.17 |
Schedule of Stock Option Activity | Stock option transactions for the year ended December 31, 2023 is summarized as follows: Schedule of Stock Option Activity Stock Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value 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 - December 31, 2023 - $ - - $ - $ - Vested and Exercisable - December 31, 2023 - $ - - $ - $ - Unvested and non-exercisable - December 31, 2023 - $ - - $ - $ - |
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 % |
Schedule of Stock Warrant Activity | Warrant activity for the three months ended March 31, 2024 and the year ended December 31, 2023 are summarized as follows: Schedule of Stock Warrant Activity Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 - December 31, 2023 203,629 $ 4.15 1.22 $ 36,030 Vested and Exercisable - December 31, 2023 203,629 $ 4.15 1.22 $ 36,030 Unvested and non-exercisable - December 31, 2023 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - March 31, 2024 203,629 $ 4.15 0.98 $ 42,727 Vested and Exercisable - March 31, 2024 203,629 $ 4.15 0.98 $ 42,727 Unvested and non-exercisable - March 31, 2024 - $ - - $ - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Incorporation date | Mar. 28, 2019 | |||
Net loss | $ (1,899,122) | $ (2,348,771) | ||
Net cash used in operating | (1,140,148) | (2,513,417) | ||
Accumulated deficit | (47,216,172) | $ (45,317,050) | ||
Stockholders equity | (3,312,101) | $ 3,659,799 | $ (1,906,206) | $ 5,785,447 |
Working capital deficit | (6,343,174) | |||
Cash on hand | $ 48,613 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 1,615,696 | $ 1,274,112 |
Less: allowance for doubtful accounts | 81,772 | 81,772 |
Accounts receivable – net | $ 1,533,924 | $ 1,192,340 |
Schedule of Concentration of Ri
Schedule of Concentration of Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
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 | 21.77% | 20.89% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 44.28% | 46.57% | |
Customer A [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 43.99% | 52.15% | |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10.91% | 11.52% | |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 0% | 13.50% | |
Customer B [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 42.07% | 37.26% | |
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 32.68% | 32.41% | |
Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 44.28% | 60.07% | |
Customers [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% | 99.65% | |
Customer C [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 13.94% | 10.24% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Total sales | $ 6,597,119 | $ 5,231,334 |
Percentage of revenues | 100% | 100% |
Fuel [Member] | ||
Product Information [Line Items] | ||
Total sales | $ 6,403,611 | $ 5,160,306 |
Fuel [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Percentage of revenues | 97.07% | 98.64% |
Product and Service, Other [Member] | ||
Product Information [Line Items] | ||
Total sales | $ 193,508 | $ 71,028 |
Product and Service, Other [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Percentage of revenues | 2.93% | 1.36% |
Schedule of Dilutive Equity Sec
Schedule of Dilutive Equity Securities Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 203,629 | 203,629 |
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 ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 27, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Amount insured by FDIC | $ 250,000 | |||
Proceeds from sale and liquidation | $ 1,150,928 | |||
Realized losses on bonds | 0 | 21,737 | ||
Bad debt expense | 3,121 | |||
Provisions for inventory | 0 | $ 0 | ||
Inventory | 153,964 | 134,057 | ||
Impairment losses | 0 | 0 | ||
Impairment losses of property and equipment | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Uncertain tax positions | 0 | 0 | ||
Interest and penalties | 0 | 0 | ||
Valuation allowance deferred tax assets | 0 | $ 0 | ||
Marketing and advertising expense | $ 24,506 | $ 58,640 | ||
Common stock, shares authorized | 500,000,000 | 50,000,000 | 50,000,000 | |
Stockholders' equity, reverse stock split | 1-for-8 | |||
Preferred stock, shares authorized | 50,000,000 | 5,000,000 | 5,000,000 | |
Consulting fees | $ 5,000 | |||
Shares remain vested | 260,000 | 260,000 | ||
Shares remain unvested | 65,000 | |||
Share-Based Payment Arrangement, Tranche One [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares remain unvested | 32,500 | |||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares remain unvested | 32,500 | |||
Services Agreement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares of common stock | 325,000 | |||
Telx Computers Inc [Member] | Services Agreement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Related party other expenses | $ 10,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,564,720 | $ 5,553,053 |
Accumulated depreciation | (2,519,388) | (2,242,866) |
Total property and equipment - net | 3,045,332 | 3,310,187 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,119,048 | 5,119,048 |
Estimated useful lives (Years) | 5 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 277,304 | 265,637 |
Estimated useful lives (Years) | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 129,475 | 129,475 |
Estimated useful lives (Years) | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 29,422 | 29,422 |
Estimated useful lives (Years) | 5 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,471 | $ 9,471 |
Estimated useful lives (Years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 276,522 | $ 273,087 | |
Impairment loss | $ 0 | $ 0 | |
Vehicles and related notes payable | $ 24,664 | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment loss | $ 105,506 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable | $ 1,219,180 | $ 845,275 |
Accounts payable and accrued liabilities | 1,356,391 | 917,703 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued interest payable - related parties | $ 137,211 | $ 72,428 |
Summary of Notes Payable (Detai
Summary of Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||
Balance - December 31, 2023 | $ 4,802,115 | |||
Advances | 1,375,000 | 5,267,500 | ||
Debt discount/issue costs | (345,893) | (1,608,900) | ||
Amortization of debt discount/issue costs | 531,012 | 1,406,015 | ||
Repayments | (262,500) | |||
Original issue discount | (125,000) | |||
Balance - March 31, 2024 | 6,237,234 | 4,802,115 | ||
Amortization of debt discount | (535,182) | |||
Repayments | (276,557) | (199,723) | ||
Non-Vehicles [Member] | Note Holder #1 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance - December 31, 2023 | 126,440 | |||
Balance - March 31, 2024 | 57,902 | 126,440 | ||
Face amount of note | 275,250 | |||
Debt discount | $ (25,250) | (25,250) | ||
Amortization of debt discount | 4,170 | 9,729 | ||
Repayments | (72,708) | (133,289) | ||
Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance - December 31, 2023 | 1,173,278 | $ 2,009,896 | 2,009,896 | |
Balance - March 31, 2024 | 969,429 | 1,173,278 | ||
Repayments | $ (203,849) | $ (836,618) |
Schedule of Detailed Company_s
Schedule of Detailed Company’s Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||||
Collateral amount | $ 6,237,234 | $ 4,802,115 | |||
Collateral amount | 353,558 | 353,490 | |||
Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Collateral amount | 969,429 | 1,173,278 | $ 2,009,896 | ||
Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Collateral amount | 6,380,000 | 5,005,000 | |||
Collateral amount | 142,766 | 202,885 | |||
Collateral amount | $ 6,237,234 | 4,802,115 | |||
Note Holder #1 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 19, 2023 | ||||
Maturity Date | Apr. 19, 2024 | ||||
Shares Issued with Debt | [1],[2] | 250,000 | |||
Interest Rate | 10% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 1,500,000 | 1,500,000 | |||
Note Holder #2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Sep. 22, 2023 | ||||
Maturity Date | Apr. 19, 2024 | ||||
Shares Issued with Debt | [1],[2] | 150,000 | |||
Interest Rate | 10% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 600,000 | 600,000 | |||
Note Holder #3 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Oct. 13, 2023 | ||||
Maturity Date | Apr. 19, 2024 | ||||
Shares Issued with Debt | [1],[2] | 440,000 | |||
Interest Rate | 0% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 320,000 | 320,000 | |||
Issuance of shares percentage | 9.99% | ||||
Note Holder #4 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jul. 05, 2023 | ||||
Maturity Date | May 05, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 440,000 | 440,000 | |||
Note Holder #5 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Aug. 02, 2023 | ||||
Maturity Date | Apr. 02, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 440,000 | 440,000 | |||
Note Holder #6 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Aug. 23, 2023 | ||||
Maturity Date | Apr. 23, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 110,000 | 110,000 | |||
Note Holder #7 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Aug. 30, 2023 | ||||
Maturity Date | Apr. 29, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | 165,000 | |||
Note Holder #8 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Sep. 06, 2023 | ||||
Maturity Date | May 06, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 220,000 | 220,000 | |||
Note Holder #9 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Sep. 13, 2023 | ||||
Maturity Date | May 13, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 110,000 | 110,000 | |||
Note Holder #10 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Nov. 03, 2023 | ||||
Maturity Date | May 03, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | 165,000 | |||
Note Holder #11 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Nov. 21, 2023 | ||||
Maturity Date | May 21, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 220,000 | 220,000 | |||
Note Holder #12 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 04, 2023 | ||||
Maturity Date | Jun. 04, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 220,000 | 220,000 | |||
Note Holder #13 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 13, 2023 | ||||
Maturity Date | Jun. 13, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | 165,000 | |||
Note Holder #14 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 18, 2023 | ||||
Maturity Date | Jun. 18, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 110,000 | 110,000 | |||
Note Holder #15 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 20, 2023 | ||||
Maturity Date | Jun. 20, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 55,000 | 55,000 | |||
Note Holder #16 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 27, 2023 | ||||
Maturity Date | Jun. 27, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | 165,000 | |||
Note Holder #17 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 05, 2024 | ||||
Maturity Date | May 05, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 110,000 | ||||
Note Holder #18 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 16, 2024 | ||||
Maturity Date | May 16, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #19 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 25, 2024 | ||||
Maturity Date | May 25, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #20 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 07, 2024 | ||||
Maturity Date | Jun. 07, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #21 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 20, 2024 | ||||
Maturity Date | Jun. 20, 2024 | ||||
Shares Issued with Debt | |||||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #22 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 28, 2024 | ||||
Maturity Date | Jun. 28, 2024 | ||||
Shares Issued with Debt | [3] | 52,000 | |||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #23 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Mar. 08, 2024 | ||||
Maturity Date | Jul. 08, 2024 | ||||
Shares Issued with Debt | [3] | 52,000 | |||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #24 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Mar. 15, 2024 | ||||
Maturity Date | Jul. 15, 2024 | ||||
Shares Issued with Debt | [3] | 52,000 | |||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 165,000 | ||||
Note Holder #25 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Mar. 26, 2024 | ||||
Maturity Date | Jul. 26, 2024 | ||||
Shares Issued with Debt | [3] | 34,722 | |||
Interest Rate | 8% | ||||
Default Interest Rate | 18% | ||||
Debt Instrument, Collateral | All assets | ||||
Collateral amount | $ 110,000 | ||||
Notes Payable [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Collateral amount | 616,860 | 811,516 | |||
Collateral amount | 969,429 | 1,173,278 | |||
Collateral amount | $ 352,569 | $ 361,762 | |||
Notes Payable [Member] | Related Party [Member] | Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance of shares percentage | 20% | 9.99% | |||
Notes Payable One [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 15, 2021 | ||||
Maturity Date | Nov. 15, 2025 | ||||
Interest Rate | 11% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 24,994 | $ 28,370 | |||
Notes Payable Two [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 09, 2019 | ||||
Maturity Date | Feb. 17, 2024 | ||||
Interest Rate | 4.90% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | 1,873 | ||||
Notes Payable Three [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 15, 2021 | ||||
Maturity Date | Dec. 18, 2024 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 28,487 | 37,823 | |||
Notes Payable Four [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Dec. 16, 2021 | ||||
Maturity Date | Dec. 18, 2024 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 27,885 | 37,023 | |||
Notes Payable Five [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 11, 2022 | ||||
Maturity Date | Jan. 25, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 31,602 | 40,911 | |||
Notes Payable Six [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 11, 2022 | ||||
Maturity Date | Jan. 25, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 31,602 | 40,911 | |||
Notes Payable Seven [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 11, 2022 | ||||
Maturity Date | Jan. 25, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 31,602 | 40,911 | |||
Notes Payable Eight [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jan. 11, 2022 | ||||
Maturity Date | Jan. 25, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 31,602 | 40,911 | |||
Notes Payable Nine [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 08, 2022 | ||||
Maturity Date | Feb. 10, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 33,965 | 43,046 | |||
Notes Payable Ten [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 08, 2022 | ||||
Maturity Date | Feb. 10, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 33,965 | 43,046 | |||
Notes Payable Eleven [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 08, 2022 | ||||
Maturity Date | Feb. 10, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 34,673 | 43,944 | |||
Notes Payable Twelve [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Feb. 08, 2022 | ||||
Maturity Date | Feb. 10, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 33,964 | 43,045 | |||
Notes Payable Thirteen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 40,929 | 50,157 | |||
Notes Payable Fourteen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 40,929 | 50,157 | |||
Notes Payable Fifteen[Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,929 | 51,157 | |||
Notes Payable Sixteen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,504 | 50,862 | |||
Notes Payable Seventeen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,555 | 50,925 | |||
Notes Payable Eighteen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,555 | 50,925 | |||
Notes Payable Nineteen [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,555 | 50,925 | |||
Notes Payable Twenty [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 05, 2022 | ||||
Maturity Date | Apr. 20, 2025 | ||||
Interest Rate | 3.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 41,555 | 50,925 | |||
Notes Payable Twenty One [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Aug. 04, 2022 | ||||
Maturity Date | Aug. 18, 2025 | ||||
Interest Rate | 4.99% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 17,819 | 20,837 | |||
Notes Payable Twenty Two [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Aug. 04, 2022 | ||||
Maturity Date | Aug. 18, 2025 | ||||
Interest Rate | 4.99% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 17,820 | 20,838 | |||
Notes Payable Twenty Three [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Nov. 01, 2021 | ||||
Maturity Date | Nov. 11, 2025 | ||||
Interest Rate | 4.84% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 15,668 | 17,913 | |||
Notes Payable Twenty Four [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Nov. 01, 2021 | ||||
Maturity Date | Nov. 11, 2025 | ||||
Interest Rate | 0% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 16,150 | 18,572 | |||
Notes Payable Twenty Five [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Nov. 01, 2021 | ||||
Maturity Date | Nov. 11, 2025 | ||||
Interest Rate | 0% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 16,150 | 18,572 | |||
Notes Payable Twenty Six [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jun. 01, 2022 | ||||
Maturity Date | May 23, 2026 | ||||
Interest Rate | 0.90% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 21,565 | 24,035 | |||
Notes Payable Twenty Seven [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Jun. 01, 2022 | ||||
Maturity Date | May 23, 2026 | ||||
Interest Rate | 0.90% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 21,562 | 24,032 | |||
Notes Payable Twenty Eight [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 27, 2022 | ||||
Maturity Date | May 10, 2027 | ||||
Interest Rate | 9.05% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 100,283 | 107,047 | |||
Notes Payable Twenty Nine [Member] | Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issue Date | Apr. 27, 2022 | ||||
Maturity Date | May 01, 2026 | ||||
Interest Rate | 8.50% | ||||
Debt Instrument, Collateral | This vehicle | ||||
Collateral amount | $ 66,558 | $ 73,585 | |||
[1]See discussion below regarding the limitation on the issuance of this lender due to a 9.99% 190,722 |
Schedule of Detailed Company__2
Schedule of Detailed Company’s Notes Payable (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 shares | |
Common Stock [Member] | |
Shares issued | 190,722 |
Schedule of Loss on Debt Exting
Schedule of Loss on Debt Extinguishment (Details) - Related Party [Member] | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of debt and common stock on extinguishment date | $ 1,791,000 | [1] |
Fair value of debt subject to modification | 1,500,000 | |
Loss on debt extinguishment - related party | $ 291,000 | |
[1]The Company valued the issuance of the 150,000 291,000 1.94 |
Schedule of Loss on Debt Exti_2
Schedule of Loss on Debt Extinguishment (Details) (Parenthetical) - Related Party [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Short-Term Debt [Line Items] | |
Gain (Loss) on Extinguishment of Debt | $ | $ 291,000 |
Notes Payable One [Member] | |
Short-Term Debt [Line Items] | |
Share Price | $ / shares | $ 1.94 |
Lender [Member] | Notes Payable One [Member] | |
Short-Term Debt [Line Items] | |
Stock Redeemed or Called During Period, Shares | shares | 150,000 |
Schedule of Notes Payable Non -
Schedule of Notes Payable Non - Vehicles (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||
Collateral amount | $ 6,237,234 | $ 4,802,115 | ||
Note Holder #1 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes issuance date | Apr. 19, 2023 | |||
Debt instrument interest rate | 18% | |||
Debt instrument collateral | All assets | |||
Collateral amount | $ 1,500,000 | 1,500,000 | ||
Interest rate stated percentage | 10% | |||
Non-Vehicles [Member] | Note Holder #1 [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes issuance date | Apr. 16, 2023 | |||
Debt instrument maturity date description | December 12, 2024 | |||
Debt instrument interest rate | [1] | |||
Debt instrument collateral | All assets | |||
Collateral amount | $ 69,253 | 141,961 | ||
Collateral amount | 11,351 | 15,521 | ||
Collateral amount | $ 57,902 | $ 126,440 | ||
Interest rate stated percentage | 10% | |||
[1]approximately 10 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) | Mar. 31, 2024 USD ($) |
Short-Term Debt [Line Items] | |
2024 (9 Months) | $ 6,911,996 |
2025 | 282,858 |
2026 | 55,827 |
2027 | 13,884 |
Total | 7,264,565 |
Vehicles [Member] | |
Short-Term Debt [Line Items] | |
2024 (9 Months) | 616,860 |
2025 | 282,858 |
2026 | 55,827 |
2027 | 13,884 |
Total | 969,429 |
Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
2024 (9 Months) | 57,902 |
2025 | |
2026 | |
2027 | |
Total | 57,902 |
Notes Payable [Member] | Related Party [Member] | |
Short-Term Debt [Line Items] | |
2024 (9 Months) | 6,237,234 |
2025 | |
2026 | |
2027 | |
Total | $ 6,237,234 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
May 11, 2024 | May 09, 2024 | Jan. 17, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Fair value of common stock | $ 25,308 | $ 25,308 | |||||||||
Debt discount | $ 535,182 | ||||||||||
Common stock shares issuable | 440,000 | 260,000 | |||||||||
Proceeds from related party | $ 1,250,000 | ||||||||||
Outstanding borrowings | $ 1,000,000 | ||||||||||
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] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 495,000 | ||||||||||
Original issue discount | 45,000 | ||||||||||
Increase in accrued interest | 3,000,000 | ||||||||||
Net proceeds | $ 450,000 | ||||||||||
Majority Stockholders [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Ownership percentage | 20% | ||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate | 8% | ||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate | 18% | ||||||||||
Related Party [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ 291,000 | ||||||||||
Interest payable | 137,211 | 72,428 | |||||||||
Common Stock [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Original issue discount | $ 12,500 | ||||||||||
Number of common stock shares issued | 8,393 | 8,393 | |||||||||
Fair value of common stock | $ 1 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Share price | $ 3.06 | ||||||||||
Trading price | 1.92 | ||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Share price | 3.53 | ||||||||||
Trading price | 4.79 | ||||||||||
Common Stock [Member] | Related Party [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Share price | 1.75 | ||||||||||
Common Stock [Member] | Related Party [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Share price | $ 3.51 | ||||||||||
Lender [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 156,000 | ||||||||||
Michael Farkas [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Controlling interest rate | 20% | ||||||||||
Note Holder #1 [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
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 | ||||||||||
Debt conversion price | $ 1.23 | ||||||||||
Floor price | $ 0.70 | ||||||||||
Increase in accrued interest | $ 10,000,000 | ||||||||||
Note Holder #1 [Member] | Non-Vehicles [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 275,250 | ||||||||||
Debt discount | $ (4,170) | (9,729) | |||||||||
Proceeds from debt net of issuance costs | $ 25,250 | 25,250 | |||||||||
Interest rate | 8.90% | ||||||||||
Deb iInstrument repaid principal | $ 275,250 | ||||||||||
Interest payable | 25,250 | ||||||||||
Net proceeds | $ 250,000 | ||||||||||
Note Holder #1 [Member] | Non-Vehicles [Member] | Subsequent Event [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 277,500 | ||||||||||
Proceeds from debt net of issuance costs | $ 57,869 | ||||||||||
Interest rate | 8.10% | ||||||||||
Deb iInstrument repaid principal | $ 277,500 | ||||||||||
Interest payable | 27,500 | ||||||||||
Net proceeds | 250,000 | ||||||||||
Debt issuance costs | 27,500 | ||||||||||
Proceeds from related party | $ 192,131 | ||||||||||
Note Holder #1 [Member] | Common Stock [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Fair value of common stock | $ 256,000 | ||||||||||
Share price | $ 2.56 | ||||||||||
Debt discount | $ 546,000 | ||||||||||
Note Holder #1 [Member] | Common Stock [Member] | Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 100,000 | ||||||||||
Note Holder #1 [Member] | Lender [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 250,000 | ||||||||||
Number of redeemed, shares | 150,000 | ||||||||||
Controlling interest rate | 5% | ||||||||||
Note Holder #2 and #3 [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Increase in accrued interest | $ 15,000,000 | ||||||||||
Note Holder #2 [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 600,000 | ||||||||||
Original issue discount | 60,000 | ||||||||||
Fee amount | 28,900 | ||||||||||
Debt issue costs | 88,900 | ||||||||||
Debt conversion price | $ 1.23 | ||||||||||
Floor price | $ 0.70 | ||||||||||
Increase in accrued interest | $ 10,000,000 | ||||||||||
Proceeds from debt net of issuance costs | 511,100 | ||||||||||
Note Holder #2 [Member] | Common Stock [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Fair value of common stock | $ 406,500 | ||||||||||
Share price | $ 2.71 | ||||||||||
Debt discount | $ 495,400 | ||||||||||
Note Holder #2 [Member] | Lender [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 150,000 | ||||||||||
Controlling interest rate | 5% | ||||||||||
Note Holder #3 [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 320,000 | $ 320,000 | |||||||||
Original issue discount | 48,000 | ||||||||||
Number of common stock shares issued | 180,000 | ||||||||||
Fair value of common stock | 270,000 | ||||||||||
Debt discount | $ 320,000 | ||||||||||
Debt conversion price | $ 1.23 | ||||||||||
Increase in accrued interest | $ 10,000,000 | ||||||||||
Proceeds from debt net of issuance costs | $ 272,000 | ||||||||||
Trading price | $ 1.50 | ||||||||||
Issuance of shares percentage | 9.99% | ||||||||||
Note Holder #3 [Member] | Common Stock [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Floor price | $ 0.70 | ||||||||||
Note Holder #3 [Member] | Lender [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 260,000 | ||||||||||
Fair value of common stock | $ 539,760 | ||||||||||
Controlling interest rate | 5% | ||||||||||
Trading price | $ 2.076 | ||||||||||
Issuance of shares percentage | 9.99% | ||||||||||
Noteholder 1,2 and 3 [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 165,000 | ||||||||||
Fair value of common stock | $ 407,550 | ||||||||||
Share price | $ 2.47 | ||||||||||
Note Holder Four To Twenty Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 1,375,000 | $ 2,585,000 | |||||||||
Original issue discount | 125,000 | $ 235,000 | |||||||||
Debt discount | $ 470,893 | ||||||||||
Floor price | $ 0.70 | $ 0.70 | |||||||||
Increase in accrued interest | $ 3,000,000 | $ 3,000,000 | |||||||||
Proceeds from debt net of issuance costs | $ 1,250,000 | $ 2,350,000 | |||||||||
Note Holder Four To Twenty Five [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate | 8% | 8% | |||||||||
Note Holder Four To Twenty Five [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate | 18% | 18% | |||||||||
Note Holder Four To Twenty Five [Member] | Lender [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Number of common stock shares issued | 190,722 | ||||||||||
Fair value of common stock | $ 345,893 | ||||||||||
Note Holder Four To Twenty Five [Member] | Lender [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Trading price | $ 1.68 | ||||||||||
Note Holder Four To Twenty Five [Member] | Lender [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Trading price | $ 1.93 | ||||||||||
Note Holder #4 [Member] | Michael Farkas [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Controlling interest rate | 20% | 20% | |||||||||
Notes Payable, Other Payables [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Face amount | $ 262,500 | ||||||||||
Original issue discount | 250,000 | ||||||||||
Accrued interest | 13,125 | ||||||||||
Repayments of debt | $ 275,625 |
Schedule of Operating Lease ass
Schedule of Operating Lease assets and liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 01, 2023 |
Defined Benefit Plan Disclosure [Line Items] | |||
Operating lease liability | $ 267,227 | $ 316,008 | |
Weighted average remaining lease term | 1 year | 1 year 3 months | |
Weighted average discount rate | 5% | 5% | |
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Operating lease - right-of-use asset - non-current | $ 239,542 | $ 297,394 | |
Avishai Vaknin [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Operating lease - right-of-use asset - non-current | 268,009 | 286,397 | $ 316,557 |
Operating lease liability | $ 270,563 | $ 287,994 | |
Weighted average remaining lease term | 3 years 3 months 29 days | 3 years 6 months 29 days | |
Weighted average discount rate | 5% | 5% |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Aug. 01, 2023 | Jan. 01, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization of right-of-use operating lease asset | $ 57,852 | $ 55,038 | |||
Lease liability expense in connection with obligation repayment | 3,592 | 6,406 | |||
Total operating lease costs | 61,444 | 61,444 | |||
Operating cash outflows from operating lease (obligation payment) | $ 21,773 | 52,373 | 51,461 | ||
Right-of-use asset obtained in exchange for new operating lease liability | $ 735,197 | ||||
Avishai Vaknin [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization of right-of-use operating lease asset | 18,388 | ||||
Lease liability expense in connection with obligation repayment | 3,434 | ||||
Total operating lease costs | 21,822 | ||||
Operating cash outflows from operating lease (obligation payment) | $ 6,955 | 20,865 | |||
Right-of-use asset obtained in exchange for new operating lease liability |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-Cancellable Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
2024 (9 Months) | $ 204,041 | |
2025 | 69,421 | |
Total undiscounted cash flows | 273,462 | |
Less: amount representing interest | (6,235) | |
Present value of operating lease liability | 267,227 | $ 316,008 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Less: current portion of operating lease liability | 246,880 | 246,880 |
Long-term operating lease liability | 20,347 | 69,128 |
Avishai Vaknin [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
2024 (9 Months) | 63,638 | |
2025 | 87,038 | |
2026 | 89,650 | |
2027 | 53,199 | |
Total undiscounted cash flows | 293,525 | |
Less: amount representing interest | (22,962) | |
Present value of operating lease liability | 270,563 | $ 287,994 |
Less: current portion of operating lease liability | 73,595 | |
Long-term operating lease liability | $ 196,968 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 01, 2023 USD ($) ft² | Jan. 01, 2022 USD ($) ft² | Apr. 30, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Finance lease | $ 0 | $ 0 | |||||||
Area of Land | ft² | 5,778 | ||||||||
Lessee, operating lease, term of contract | 39 months | ||||||||
Monthly lease payment | $ 21,773 | 52,373 | $ 51,461 | ||||||
Payments for rent | $ 14,743 | ||||||||
Right of use asset non-cash | $ 735,197 | ||||||||
Stock based compensation | $ 147,334 | 116,250 | |||||||
Number of shares granted | shares | 254,824 | ||||||||
Shares remain unvested | shares | 65,000 | ||||||||
Stock issuance cost | 25,308 | ||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares remain unvested | shares | 32,500 | ||||||||
Chief Technology Officer [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares remain unvested | shares | 65,000 | ||||||||
Chief Technology Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Shares remain unvested | shares | 32,500 | ||||||||
Common Stock [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stock based compensation | |||||||||
Common Stock [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Closing trading price, maximum | $ / shares | $ 3.06 | ||||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Closing trading price, maximum | $ / shares | $ 3.53 | ||||||||
Common Stock [Member] | Non Independent Director [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Common stock received, shares | shares | 10,417 | ||||||||
Stock based compensation | $ 40,000 | ||||||||
Closing trading price, maximum | $ / shares | $ 3.84 | ||||||||
Stock vested, value | $ 665,600 | ||||||||
Common Stock [Member] | Chief Technology Officer [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Closing trading price, maximum | $ / shares | $ 2.56 | ||||||||
Number of shares granted | shares | 325,000 | ||||||||
Number of shares granted, value | $ 832,000 | ||||||||
Shares remain unvested | shares | 260,000 | ||||||||
Shares vesting expense | $ 52,000 | ||||||||
Stock issuance cost | $ 717,600 | ||||||||
Common Stock [Member] | Board Of Directors [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of shares granted | shares | 220,840 | ||||||||
Shares vesting expense | $ 207,083 | $ 238,334 | |||||||
Common Stock [Member] | Board Of Directors [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Closing trading price, maximum | $ / shares | $ 1.98 | ||||||||
Common Stock [Member] | Board Of Directors [Member] | Maximum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Closing trading price, maximum | $ / shares | $ 2.21 | ||||||||
Common Stock [Member] | Board Of Directors Member [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of shares granted, value | $ 455,000 | ||||||||
Avishai Vaknin [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Area of Land | ft² | 1,200 | ||||||||
Monthly lease payment | $ 6,955 | 20,865 | |||||||
Right of use asset non-cash | |||||||||
Lease right of use asset | $ 316,557 | $ 268,009 | $ 286,397 |
Schedule of Company Nonvested S
Schedule of Company Nonvested Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares Beginning | 64,823 | ||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | ||
Number of Shares Granted | 254,824 | ||
Weighted Average Grant Date Fair Value Granted | |||
Number of Shares Vested | (260,000) | (260,000) | |
Number of Shares Ending | 64,823 | ||
Weighted Average Grant Date Fair Value Ending | $ 5.74 | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares Beginning | 285,841 | 105,480 | |
Weighted Average Grant Date Fair Value Beginning | $ 2.17 | $ 0.56 | |
Number of Shares Granted | 826,384 | ||
Weighted Average Grant Date Fair Value Granted | $ 2.31 | ||
Number of Shares Vested | (261,745) | ||
Weighted Average Grant Date Fair Value Vested | $ 2.69 | ||
Number of Shares Cancelled/Forfeited | (384,278) | ||
Weighted Average Grant Date Fair Value Cancelled/Forfeited | $ 2.21 | ||
Number of Shares Ending | 285,841 | 285,841 | 105,480 |
Weighted Average Grant Date Fair Value Ending | $ 2.17 | $ 2.17 | $ 0.56 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Options Beginning | 93,481 | |
Weighted Average Exercise Price, Beginning | $ 7.62 | |
Weighted Average Remaining Contractual Term (years), Options | 3 years 8 months 4 days | |
Aggregate Intrinsic Value Beginning | ||
Weighted average grant date fair value Unvested and non-exercisable Ending | ||
Number of Shares Beginning | 64,823 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable | 3 years 5 months 19 days | |
Aggregate Intrinsic Value Vested and Exercisable Ending | ||
Weighted average grant date fair value Vested and Exercisable Ending | ||
Number of Options Unvested and non-exercisable Beginning | 28,658 | |
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | |
Weighted Average Remaining Contractual Term (years), Unvested and non-exercisable | 4 years 1 month 28 days | |
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | ||
Number of Options Granted | 254,824 | |
Weighted Average Exercise Price, Granted | $ 6.97 | |
Weighted average grant date fair value Granted | $ 0.29 | |
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 Ending | 93,481 | |
Weighted Average Exercise Price, Ending | $ 7.62 | |
Aggregate Intrinsic Value Ending | ||
Number of Shares Ending | 64,823 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | |
Number of Options Unvested and non-exercisable Ending | 28,658 | |
Weighted Average Grant Date Fair Value Ending | $ 5.74 | |
Aggregate Intrinsic Value Unvested and non-exercisable Ending |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Expected term (years) | 5 years |
Expected volatility, minimum | 59% |
Expected volatility, maximum | 62% |
Expected dividend | 0% |
Risk free interest rate | 4% |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options Beginning | 93,481 | ||
Weighted Average Exercise Price, Beginning | $ 7.62 | ||
Weighted Average Remaining Contractual Term (years), Options Beginning | 3 years 8 months 4 days | ||
Aggregate Intrinsic Value Beginning | |||
Number of Shares Beginning | 64,823 | ||
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | ||
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 3 years 5 months 19 days | ||
Aggregate Intrinsic Value Vested and Exercisable Ending | |||
Number of Options Unvested and non-exercisable Beginning | 28,658 | ||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Number of shares granted | 254,824 | ||
Number of Warrants Exercised | |||
Number of Warrants Cancelled/Forfeited | (348,306) | ||
Number of Options Ending | 93,481 | ||
Weighted Average Exercise Price, Ending | $ 7.62 | ||
Aggregate Intrinsic Value Ending | |||
Number of Shares Ending | 64,823 | ||
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | ||
Number of Options Unvested and non-exercisable Ending | 28,658 | ||
Weighted Average Grant Date Fair Value Ending | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | |||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
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 | 11 months 23 days | 1 year 2 months 19 days | 2 years 2 months 19 days |
Aggregate Intrinsic Value Beginning | $ 36,030 | $ 82,756 | |
Number of Shares Beginning | 203,629 | 203,629 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 4.15 | $ 4.15 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 11 months 23 days | 1 year 2 months 19 days | 2 years 2 months 19 days |
Aggregate Intrinsic Value Vested and Exercisable Ending | $ 42,727 | $ 36,030 | $ 82,756 |
Number of Options Unvested and non-exercisable Beginning | |||
Weighted Average Grant Date Fair Value Beginning | |||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Number of shares granted | |||
Number of Warrants Exercised | |||
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 | $ 42,727 | $ 36,030 | |
Number of Shares Ending | 203,629 | 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 | |||
Weighted Average Grant Date Fair Value Ending | |||
Aggregate Intrinsic Value Unvested and non-exercisable Ending |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 27, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 50,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock. voting rights | none | none | ||
Dividends preferred stock | $ 0 | $ 0 | ||
Preferred stock liquidation preference value | $ 0 | $ 0 | ||
Preferred stock rights of redemption | $ 0 | $ 0 | ||
Preferred stock conversion price | $ 0 | $ 0 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 500,000,000 | |
Common stock, shares issued | 4,708,192 | 4,516,531 | ||
Common stock, shares outstanding | 4,708,192 | 4,516,531 | ||
Common stock, par value | $ 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 | $ 25,308 | $ 25,308 | ||
Stock issued for service, value | $ 272,750 | |||
Stock based compensation | 147,334 | 116,250 | ||
Number of shares granted | 254,824 | |||
Stock option grant date fair value | $ 23,920 | |||
Restricted Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Unrecognized stock compensation expense related to restricted stock | $ 176,800 | |||
Weighted average period for recognition | 1 year 3 months 14 days | |||
Stock based compensation | $ 147,334 | $ 192,061 | ||
Number of shares granted | 826,384 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares granted | 254,824 | |||
Number of shares granted, value | $ 73,920 | |||
Share based compensation | 7,973 | |||
Changes in stock option | $ 0 | |||
Chief Executive Officer [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares granted | 54,824 | |||
Accrued salary | $ 50,000 | |||
Consultants [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares granted | 200,000 | |||
Notes Payable One [Member] | Lender [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
[custom:DebtInstrumentControllingPercentage-0] | 5% | |||
Notes Payable One [Member] | Related Party [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 1.94 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock sold for cash (ATM) - net of offering costs, shares | 8,393 | 8,393 | ||
Stock issued for debt issuance costs, value | $ 1 | |||
Percentage of commission | 3% | |||
Deferred offering costs | $ 25,308 | |||
Stock issued for service | 939 | |||
Stock issued for service, value | ||||
Stock issued for service | 100,000 | |||
Stock based compensation | ||||
Common Stock [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 3.06 | |||
Share price | 1.92 | |||
Common Stock [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | 3.53 | |||
Share price | $ 4.79 | |||
Common Stock [Member] | Related Party [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued for service | 672,464 | |||
Stock issued for service, value | $ 1,215,365 | |||
Common Stock [Member] | Related Party [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 1.75 | |||
Common Stock [Member] | Related Party [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 3.51 | |||
Common Stock [Member] | Notes Payable [Member] | Related Party [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock sold for cash (ATM) - net of offering costs, shares | 190,722 | 660,000 | ||
Stock issued for debt issuance costs, value | $ 345,893 | $ 919,500 | ||
Issuance of shares percentage | 20% | 9.99% | ||
Number of shares remain unissued | 260,000 | |||
Common Stock [Member] | Notes Payable [Member] | Related Party [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 1.68 | $ 2.07 | ||
Common Stock [Member] | Notes Payable [Member] | Related Party [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share price | $ 1.93 | $ 2.71 |
Material Definitive Agreement_2
Material Definitive Agreement as Amended and Reverse Acquisition (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | ||
Nov. 02, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 10, 2023 | |
Shares issued | 260,000 | 260,000 | ||
Next NRG Holding Corp [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 | |||
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 NRG Holding Corp [Member] | ||||
Membership interest | 100% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | May 11, 2024 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Face amount | $ 495,000 |
Original issue discount | 45,000 |
Proceeds from issuance costs | 450,000 |
Increase in accrued interest | $ 3,000,000 |
Lender [Member] | |
Subsequent Event [Line Items] | |
Stock sold for cash (ATM) - net of offering costs, shares | shares | 156,000 |
Michael Farkas [Member] | |
Subsequent Event [Line Items] | |
Controlling interest rate | 20% |
Minimum [Member] | |
Subsequent Event [Line Items] | |
Notes payable interest | 8% |
Conversion price | $ / shares | $ 0.70 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Notes payable interest | 18% |