Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 5 |
Entity Registrant Name | EzFill Holdings, Inc. |
Entity Central Index Key | 0001817004 |
Entity Primary SIC Number | 5500 |
Entity Tax Identification Number | 83-4260623 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 67 NW 183rd St. |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33169 |
City Area Code | 305 |
Local Phone Number | 791-1169 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 67 NW 183rd St. |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33169 |
City Area Code | 305 |
Local Phone Number | 791-1169 |
Contact Personnel Name | Yehuda Levy |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | |||
Cash and cash equivalents | $ 48,613 | $ 226,985 | $ 2,066,793 |
Note receivable, related party, net of allowance | |||
Investment in debt securities | 2,120,082 | ||
Accounts receivable – net | 1,533,924 | 1,192,340 | 766,692 |
Inventory | 153,964 | 134,057 | 151,248 |
Prepaids and other | 508,198 | 220,909 | 329,351 |
Total Current Assets | 2,244,699 | 1,774,291 | 5,434,166 |
Vehicle – net | 3,045,332 | 3,310,187 | 4,589,159 |
Intangible assets - net | 5,388,333 | ||
Deposits | 49,063 | 49,063 | 52,737 |
Total Assets | 5,846,645 | 5,717,332 | 10,597,844 |
Current Liabilities | |||
Line of credit | 1,000,000 | ||
Total Current Liabilities | 8,587,873 | 6,984,960 | 3,298,009 |
Long Term Liabilities | |||
Notes payable- net | 353,558 | 353,490 | 1,198,380 |
Total Long Term Liabilities | 570,873 | 638,578 | 1,514,388 |
Total Liabilities | 9,158,746 | 7,623,538 | 4,812,397 |
Commitments and Contingencies (Note 4) | |||
Stockholders’ Equity (Deficit) | |||
Series X, preferred stock - $0.00001 par value; 50,000,000 shares authorized; 1 and 0 shares issued and outstanding, respectively | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 470 | 451 | 334 |
Common stock issuable | 26 | 26 | |
Additional paid-in capital | 43,903,575 | 43,410,367 | 40,674,864 |
Accumulated (deficit) earnings | (47,216,172) | (45,317,050) | (34,845,161) |
Accumulated other comprehensive loss | (44,590) | ||
Total Stockholders’ Equity (Deficit) | (3,312,101) | (1,906,206) | 5,785,447 |
Total Liabilities and Stockholders’ Equity (Deficit) | 5,846,645 | 5,717,332 | 10,597,844 |
Next NRG Holding Corp [Member] | |||
Current Assets | |||
Cash and cash equivalents | 39,726 | 544,276 | 1,457 |
Escrow deposit | 250,000 | ||
Note receivable, related party, net of allowance | 2,582,675 | 72,191 | |
Marketable securities - related party | 326,135 | ||
Total Current Assets | 4,682,091 | 3,376,951 | 73,648 |
Vehicle – net | 73,944 | 78,742 | |
Intangible assets - net | 5,388,333 | ||
Total Assets | 10,144,368 | 3,455,693 | 73,648 |
Current Liabilities | |||
Total Current Liabilities | 10,855,587 | 3,942,091 | 38,566 |
Long Term Liabilities | |||
Total Liabilities | 10,855,587 | 3,942,091 | 38,566 |
Commitments and Contingencies (Note 4) | |||
Stockholders’ Equity (Deficit) | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 100 | 100 | |
Additional paid-in capital | 77,521 | 2,962 | |
Accumulated (deficit) earnings | (979,895) | (564,019) | 32,020 |
Total Stockholders’ Equity (Deficit) | (711,219) | (486,398) | 35,082 |
Total Liabilities and Stockholders’ Equity (Deficit) | 10,144,368 | 3,455,693 | 73,648 |
Next NRG Holding Corp [Member] | Series X Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit) | |||
Series X, preferred stock - $0.00001 par value; 50,000,000 shares authorized; 1 and 0 shares issued and outstanding, respectively | |||
Next NRG Holding Corp [Member] | Common Class A [Member] | |||
Stockholders’ Equity (Deficit) | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 150 | 150 | |
Additional paid-in capital | 268,426 | 77,371 | |
Next NRG Holding Corp [Member] | Common Class B [Member] | |||
Stockholders’ Equity (Deficit) | |||
Common stock, par value $0.001: authorized 100,000 shares, 100,000 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 100 | 100 | |
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 – related party | 6,237,234 | 4,802,115 | |
Operating lease liability | 73,595 | 72,034 | |
Long Term Liabilities | |||
Operating lease liability | 196,968 | 215,960 | |
Stockholders’ Equity (Deficit) | |||
Total Stockholders’ Equity (Deficit) | 0 | ||
Related Party [Member] | Next NRG Holding Corp [Member] | |||
Current Assets | |||
Note receivable, related party, net of allowance | 4,316,230 | 2,582,675 | 72,191 |
Marketable securities - related party | 326,135 | ||
Current Liabilities | |||
Accounts payable and accrued expenses | 235,717 | ||
Notes payable – related party | 5,234,650 | 3,869,650 | 34,650 |
Nonrelated Party [Member] | |||
Current Assets | |||
Operating lease - right-of-use asset | 239,542 | 297,394 | 521,782 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,219,180 | 845,275 | 1,256,479 |
Notes payable – related party | 673,773 | 946,228 | 811,516 |
Operating lease liability | 246,880 | 246,880 | 230,014 |
Long Term Liabilities | |||
Operating lease liability | 20,347 | 69,128 | 316,008 |
Nonrelated Party [Member] | Next NRG Holding Corp [Member] | |||
Current Liabilities | |||
Accounts payable and accrued expenses | 78,077 | 72,441 | $ 3,916 |
Notes payable – related party | $ 5,307,143 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 27, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 50,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 500,000,000 | 50,000,000 |
Common stock, shares outstanding | 4,708,192 | 4,776,531 | 3,335,674 | |
Common stock, shares issued | 4,708,192 | 4,776,531 | 3,335,674 | |
Next NRG Holding Corp [Member] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 100,000 | 100,000 | ||
Common stock, shares outstanding | 100,000 | 100,000 | ||
Common stock, shares issued | 100,000 | 100,000 | ||
Next NRG Holding Corp [Member] | Series X Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, shares outstanding | 1 | 0 | ||
Preferred stock, shares issued | 1 | 0 | ||
Next NRG Holding Corp [Member] | Common Class A [Member] | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares outstanding | 15,000,000 | 0 | ||
Common stock, shares issued | 17,700,000 | 0 | ||
Next NRG Holding Corp [Member] | Common Class B [Member] | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares outstanding | 10,000,000 | 0 | ||
Common stock, shares issued | 11,800,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Revenues | $ 6,597,119 | $ 5,231,334 | $ 23,216,423 | $ 15,044,721 |
Costs and expenses | ||||
Cost of sales | 6,135,335 | 5,068,783 | 21,845,574 | 15,218,234 |
General and administrative | 1,489,031 | 2,196,646 | 9,087,223 | 15,543,145 |
Depreciation | 276,522 | 273,087 | 1,108,186 | 1,769,621 |
Total operating expenses | 7,900,888 | 7,538,516 | 32,040,983 | 32,531,000 |
Loss from operations | (1,303,769) | (2,307,182) | (8,824,560) | (17,486,279) |
Other income (expense) | ||||
Interest income | 8,160 | 34,327 | 84,603 | |
Other income | 63,800 | 64,800 | ||
Interest expense | (659,153) | (49,749) | (1,719,296) | (98,834) |
Loss on sale of marketable debt securities – net | (27,160) | (5,255) | ||
Total other income (expense) – net | (595,353) | (41,589) | (1,647,329) | (19,486) |
Net loss | $ (1,899,122) | $ (2,348,771) | $ (10,471,889) | $ (17,505,765) |
Earnings Per Share - Diluted | $ (0.45) | $ (0.70) | $ (2.79) | $ (5.30) |
Earnings Per Share - Basic | $ (0.45) | $ (0.70) | $ (2.79) | $ (5.30) |
Weighted Average Shares - Diluted | 4,256,304 | 3,342,924 | 3,753,038 | 3,301,484 |
Weighted Average Shares - Basic | 4,256,304 | 3,342,924 | 3,753,038 | 3,301,484 |
Comprehensive loss: | ||||
Change in fair value of debt securities | $ 31,062 | $ (39,517) | ||
Total comprehensive loss: | (1,899,122) | (2,317,709) | (10,471,889) | (17,545,282) |
Next NRG Holding Corp [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Revenues | ||||
Costs and expenses | ||||
General and administrative | 556,390 | 900 | 89,506 | 10,000 |
Professional fees | 397,665 | 1,808 | ||
Salaries and wages | 209,106 | |||
Depreciation | 4,798 | 9,992 | ||
Total operating expenses | 706,269 | 11,808 | ||
Loss from operations | (556,390) | (900) | (706,269) | (11,808) |
Other income (expense) | ||||
Interest income | 234,085 | 1,556 | ||
Unrealized loss on marketable securities - related party | (19,758) | |||
Interest expense | (673,630) | (123,855) | (3,463) | |
Total other income (expense) – net | 140,514 | 110,230 | (1,907) | |
Net loss | $ (415,876) | $ (900) | $ (596,039) | $ (13,715) |
Earnings Per Share - Diluted | $ (0.02) | $ 0 | $ (5.96) | $ (0.14) |
Earnings Per Share - Basic | $ (0.02) | $ 0 | $ (5.96) | $ (0.14) |
Weighted Average Shares - Diluted | 25,000,000 | 25,000,000 | 100,000 | 100,000 |
Weighted Average Shares - Basic | 25,000,000 | 25,000,000 | 100,000 | 100,000 |
Related Party [Member] | ||||
Other income (expense) | ||||
Investment income - related party | $ 345,893 | $ 0 | ||
Loss on sale of marketable debt securities – net | (19,758) | |||
Related Party [Member] | Next NRG Holding Corp [Member] | ||||
Other income (expense) | ||||
Interest income | 488,009 | |||
Investment income - related party | 345,893 | |||
Unrealized loss on marketable securities - related party | $ (19,758) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Preferred Stock [Member] Series X Preferred Stock [Member] Next NRG Holding Corp [Member] | Common Stock [Member] | Common Stock [Member] Next NRG Holding Corp [Member] | Common Stock [Member] Series X Preferred Stock [Member] Next NRG Holding Corp [Member] | Common Stock [Member] Common Class A [Member] Next NRG Holding Corp [Member] | Common Stock [Member] Common Class B [Member] Next NRG Holding Corp [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Next NRG Holding Corp [Member] | Additional Paid-in Capital [Member] Common Class A [Member] Next NRG Holding Corp [Member] | Retained Earnings [Member] | Retained Earnings [Member] Next NRG Holding Corp [Member] | AOCI Attributable to Parent [Member] | Total | Next NRG Holding Corp [Member] |
Balance at Dec. 31, 2021 | $ 328 | $ 100 | $ 39,212,587 | $ 1,230 | $ (17,339,396) | $ 45,735 | $ (5,073) | $ 21,868,446 | $ 47,065 | |||||||
Balance, shares at Dec. 31, 2021 | 3,280,434 | 100,000 | ||||||||||||||
Stock based compensation - related party | $ 5 | 1,309,519 | $ 1,309,524 | |||||||||||||
Stock based compensation - related parties, shares | 45,932 | 71,558 | ||||||||||||||
Stock issued for services | $ 102,759 | |||||||||||||||
Stock issued for services, shares | 4,268 | |||||||||||||||
Net loss | (17,505,765) | (13,715) | $ (17,505,765) | (13,715) | ||||||||||||
Stock based compensation- other | 102,759 | 102,759 | ||||||||||||||
Stock issued for cash - related party | ||||||||||||||||
Unrealized loss on debt securities | (39,517) | (39,517) | ||||||||||||||
Imputed Interest – Related Party | 1,732 | 1,732 | ||||||||||||||
Stock based compensation - other, shares | 4,268 | |||||||||||||||
Consideration for acquisition | $ 1 | 49,999 | 50,000 | |||||||||||||
Consideration for acquisition, shares | 5,040 | |||||||||||||||
Balance at Dec. 31, 2022 | $ 334 | $ 100 | $ 150 | $ 100 | 40,674,864 | 2,962 | $ 2,812 | (34,845,161) | 32,020 | (44,590) | 5,785,447 | 35,082 | ||||
Balance, shares at Dec. 31, 2022 | 3,335,674 | 100,000 | 15,000,000 | 10,000,000 | ||||||||||||
Stock based compensation - related party | 116,250 | 116,250 | ||||||||||||||
Stock based compensation - related parties, shares | 6,510 | |||||||||||||||
Net loss | (2,348,771) | (900) | (2,348,771) | (900) | ||||||||||||
Stock based compensation- other | 75,811 | 75,811 | ||||||||||||||
Stock issued for cash - related party | $ 1 | 25,307 | 25,308 | |||||||||||||
Stock issued for cash - related party, shares | 8,393 | |||||||||||||||
Cash paid for direct offering costs | (25,308) | (25,308) | ||||||||||||||
Unrealized loss on debt securities | 31,062 | 31,062 | ||||||||||||||
Balance at Mar. 31, 2023 | $ 335 | $ 150 | $ 100 | 40,866,924 | 2,812 | (37,193,932) | 31,120 | (13,528) | 3,659,799 | 34,182 | ||||||
Balance, shares at Mar. 31, 2023 | 3,350,577 | 15,000,000 | 10,000,000 | |||||||||||||
Balance at Dec. 31, 2022 | $ 334 | $ 100 | $ 150 | $ 100 | 40,674,864 | 2,962 | 2,812 | (34,845,161) | 32,020 | (44,590) | 5,785,447 | 35,082 | ||||
Balance, shares at Dec. 31, 2022 | 3,335,674 | 100,000 | 15,000,000 | 10,000,000 | ||||||||||||
Stock based compensation - related party | $ 65 | 1,215,300 | 1,215,365 | |||||||||||||
Stock based compensation - related parties, shares | 672,464 | |||||||||||||||
Stock issued as debt issue costs - related party | $ 40 | $ 26 | 919,434 | 919,500 | ||||||||||||
Stock issued as debt issue costs - related party, shares, shares | 400,000 | 260,000 | ||||||||||||||
Stock issued for services | $ 11 | 272,739 | 272,750 | |||||||||||||
Stock issued for services, shares | 100,000 | |||||||||||||||
Net loss | (10,471,889) | (596,039) | (10,471,889) | (596,039) | ||||||||||||
Stock based compensation- other | 37,031 | 37,031 | ||||||||||||||
Stock issued for cash - related party | $ 1 | 25,307 | 25,308 | |||||||||||||
Stock issued for cash - related party, shares | 8,393 | |||||||||||||||
Cash paid for direct offering costs | (25,308) | (25,308) | ||||||||||||||
Unrealized loss on debt securities | 44,590 | 44,590 | ||||||||||||||
Loss on debt extinguishment - related party | 291,000 | 291,000 | ||||||||||||||
Imputed Interest – Related Party | 74,559 | 74,559 | ||||||||||||||
Stock based compensation - other, shares | 100,000 | |||||||||||||||
Balance at Dec. 31, 2023 | $ 451 | $ 100 | $ 150 | $ 100 | $ 26 | 43,410,367 | $ 77,521 | 77,371 | (45,317,050) | (564,019) | (1,906,206) | (486,398) | ||||
Balance, shares at Dec. 31, 2023 | 4,516,531 | 100,000 | 15,000,000 | 10,000,000 | 260,000 | |||||||||||
Balance at Dec. 31, 2023 | $ 477 | $ 260,000 | 43,410,367 | (45,317,050) | (1,906,206) | |||||||||||
Beginning balance, shares at Dec. 31, 2023 | 4,776,531 | 451 | ||||||||||||||
Stock based compensation - related party | 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, shares | 190,722 | |||||||||||||||
Stock issued for services | ||||||||||||||||
Stock issued for services, shares | 939 | |||||||||||||||
Net loss | (1,899,122) | (415,876) | (1,899,122) | (415,876) | ||||||||||||
Stock issued for cash - related party | 1 | 1 | ||||||||||||||
Stock issued for cash - related party, shares | 1 | |||||||||||||||
Imputed Interest – Related Party | $ 742 | $ 742 | ||||||||||||||
Vesting of stock based compensation Series A and B preferred stock | 190,312 | 190,312 | ||||||||||||||
Balance at Mar. 31, 2024 | $ 470 | $ 150 | $ 100 | $ 26 | $ 43,903,575 | $ 268,426 | $ (47,216,172) | $ (979,895) | $ (3,312,101) | $ (711,219) | ||||||
Balance, shares at Mar. 31, 2024 | 1 | 4,708,192 | 15,000,000 | 10,000,000 | 260,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) | Mar. 31, 2024 $ / shares |
Share price | $ 0.00001 |
Next NRG Holding Corp [Member] | |
Share price | $ 0.00001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||||
Net loss | $ (1,899,122) | $ (2,348,771) | $ (10,471,889) | $ (17,505,765) |
Adjustments to reconcile net loss to net cash used in operations: | ||||
Depreciation expense | 276,522 | 273,087 | 1,108,186 | 1,769,621 |
Impairment of fixed assets | 105,506 | 258,114 | ||
Impairment of goodwill and other intangible assets | 2,636,402 | |||
Amortization of bond premium and realized loss on investments in debt securities | 21,737 | 34,556 | 52,096 | |
Amortization of operating lease - right-of-use asset | 57,852 | 55,038 | 224,388 | |
Amortization of operating lease - right-of-use asset - related party | 18,388 | 30,160 | ||
Amortization of debt discount | 535,182 | 1,403,244 | ||
Amortization of intangible assets | 111,667 | 482,064 | ||
Bad debt expense | 3,121 | 83,564 | 17,489 | |
Warrants issued for services rendered | ||||
Stock issued for services | 309,781 | 717,759 | ||
Stock issued for services - related parties | 147,334 | 192,061 | 1,215,365 | 694,524 |
Loss on debt extinguishment - related party | 291,000 | |||
(Increase) in: | ||||
Accounts Receivable | (341,584) | (219,739) | (509,212) | (688,425) |
Inventory | (19,907) | 5,176 | 17,191 | (104,905) |
Prepaids and other | (287,289) | (17,232) | 108,442 | (147,845) |
Deposits | 3,674 | |||
Increase in: | ||||
Accounts payable and accrued expenses | 373,905 | (432,838) | (411,204) | 677,114 |
Accounts payable and accrued expenses - related party | 64,783 | 72,428 | ||
Operating lease liability | (48,781) | (45,057) | (230,014) | 24,240 |
Operating lease liability - related party | (17,431) | (28,563) | ||
Net cash used in operating activities | (1,140,148) | (2,513,417) | (6,643,397) | (11,599,581) |
Investing activities | ||||
Proceeds from sale of marketable debt securities | 1,150,928 | 2,130,116 | 1,151,186 | |
Cash Paid to EzFill Holdings, Inc. | (321,250) | |||
Acquisition of vehicle | (11,667) | 40,616 | (3,258,417) | |
Net cash used in investing activities | (11,667) | 1,150,928 | 2,170,732 | (2,428,481) |
Financing activities | ||||
Proceeds from notes payable - related party | 250,000 | 2,191,308 | ||
Proceeds from line of credit | 1,000,000 | |||
Proceeds from stock issued for cash | 25,308 | 25,308 | ||
Cash paid for direct offering costs | (25,308) | (25,308) | ||
Repayments on line of credit | (1,000,000) | |||
Repayments on notes payable | (276,557) | (199,723) | (945,243) | |
Repayments on loan payable - related party | (262,500) | (657,719) | ||
Net cash provided by financing activities | 973,443 | (199,723) | 2,632,857 | 2,533,589 |
Net increase (decrease) in cash | (178,372) | (1,562,212) | (1,839,808) | (11,494,473) |
Cash and cash equivalents - beginning of year | 226,985 | 2,066,793 | 2,066,793 | 13,561,266 |
Cash and cash equivalents - end of year | 48,613 | 504,581 | 226,985 | 2,066,793 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 64,567 | 31,735 | 178,944 | 101,075 |
Cash paid for income taxes | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||
Debt discount in connection with the issuance of notes payable - related party | 470,893 | |||
Debt discount in connection with notes payable | 1,621,650 | |||
Proceeds from notes payable - related parties | 4,590,600 | |||
Realized gains on sale of investments in debt securities - elimination of AOCL | 44,590 | |||
True up notes payable and vehicle balances for actual borrowings | 24,664 | |||
Right-of-use asset obtained in exchange for new operating lease liability – related party | 316,557 | |||
Depreciation expense | 276,522 | 273,087 | 1,108,186 | 1,769,621 |
Next NRG Holding Corp [Member] | ||||
Operating activities | ||||
Net loss | (415,876) | (900) | (596,039) | (13,715) |
Adjustments to reconcile net loss to net cash used in operations: | ||||
Depreciation expense | 9,992 | |||
Accretion Income | (178,525) | |||
Imputed Interest – Related Party | 742 | 74,559 | 1,732 | |
Amortization of debt discount | 438,393 | |||
Amortization of intangible assets | 111,667 | 0 | ||
Recognition of stock based compensation (Series A and B common stock) | 190,312 | |||
Unrealized loss on marketable securities - related party | (19,758) | |||
Unrealized loss on marketable securities - related party | 19,758 | |||
(Increase) in: | ||||
Accrued interest receivable - related party | (64,831) | |||
Note receivable – related party | (55,538) | (1,556) | ||
Increase in: | ||||
Accounts payable and accrued expenses | 5,636 | 68,525 | 2,632 | |
Accounts payable and accrued expenses - related party | 235,717 | |||
Net cash used in operating activities | 107,592 | (900) | (677,026) | (10,907) |
Investing activities | ||||
Cash Paid to EzFill Holdings, Inc. | (1,550,000) | (2,350,000) | ||
Advances - related party | (1,250,000) | |||
Acquisition of marketable securities - related party | (345,893) | |||
Acquisition of vehicle | (88,734) | |||
Net cash used in investing activities | (3,145,893) | (2,615,155) | ||
Financing activities | ||||
Repayments on notes payable | (1,331,250) | |||
Borrowings on debt - related party | 3,835,000 | |||
Proceeds from issuance of Series X preferred stock - related party | 1 | |||
Net cash provided by financing activities | 2,533,751 | 3,835,000 | ||
Net increase (decrease) in cash | (504,550) | (900) | 542,819 | (10,907) |
Cash and cash equivalents - beginning of year | 544,276 | 1,457 | 1,457 | 12,364 |
Cash and cash equivalents - end of year | 39,726 | 557 | 544,276 | 1,457 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||
Debt discount in connection with notes payable | 1,227,500 | |||
Cash Received from NR- The Farkas Group | 73,579 | |||
Escrow Deposit on Future Acquisition | (250,000) | |||
Accretion income on notes receivable - related party | (418,724) | |||
Depreciation expense | 4,798 | 9,992 | ||
Acquisition of Stat-EI, Inc. | 3,700,000 | |||
Original issue discount on notes receivable - related party | 125,000 | |||
Related Party [Member] | ||||
Adjustments to reconcile net loss to net cash used in operations: | ||||
Accretion Income | (418,724) | 0 | ||
Recognition of stock based compensation (Series A and B common stock) | 1,215,365 | $ 694,524 | ||
Loss on debt extinguishment - related party | $ 291,000 | |||
Financing activities | ||||
Proceeds from notes payable - related party | 1,250,000 | |||
Related Party [Member] | Next NRG Holding Corp [Member] | ||||
Adjustments to reconcile net loss to net cash used in operations: | ||||
Unrealized loss on marketable securities - related party | (19,758) | |||
Unrealized loss on marketable securities - related party | 19,758 | |||
Financing activities | ||||
Proceeds from notes payable - related party | 1,365,000 | |||
Nonrelated Party [Member] | Next NRG Holding Corp [Member] | ||||
Financing activities | ||||
Proceeds from notes payable - related party | $ 2,500,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Next NRG Holding Corp [Member] | |||
Escrow deposit - future acquisition | $ 250,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
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 , in the State of Delaware and operates in Florida providing an on-demand mobile gas delivery service. Its wholly owned subsidiary Neighborhood Fuel Holdings, LLC is inactive. 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 ; and ● 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 ; and ● 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 at March 31, 2024. 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. | Note 1 - Organization and Nature of Operations Organization and Nature of Operations EzFill Holding, Inc. and Subsidiary (“EzFill,” “EHI,” “we,” “our” or “the Company”), and its operating subsidiary, was incorporated on March 28, 2019 Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Liquidity and Going Concern As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2023, the Company had: ● Net loss of $ 10,471,889 ● Net cash used in operations was $ 6,643,397 Additionally, at December 31, 2023, the Company had: ● Accumulated deficit of $ 45,317,050 ● Stockholders’ deficit of $ 1,906,206 ● Working capital deficit of $ 5,210,669 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 $ 226,985 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 December 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts. 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. |
Next NRG Holding Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations NextNRG Holding Corp (formerly known as Next Charging LLC) (collectively, “Next,” “NextNRG,” “we,” “us,” “our” or the “Company”) was incorporated in Florida in 2016. The Company also has a wholly owned subsidiary called NextNRG, LLC, which was incorporated in Delaware in 2023. In January 2024, we acquired 100 We are dedicated to being a pioneering renewable energy company, specifically with applications to electric vehicles. The Company expects to offer innovative static and dynamic wireless power charging stations. In March 2024, Next Charging LLC was reincorporated in Nevada as a C-Corporation and changed its name to NextNRG Holding Corp. 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”). 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 Form S-1 Registration Statement of EzFill Holdings, Inc. (“EZFL”) filed on May 8, 2024 (as amended) for the year ended December 31, 2023. The Company and EZFL are currently contemplating a share exchange transaction whereby Next will become the accounting acquirer. This transaction has not yet closed. 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. Liquidity, Going Concern and Management’s Plans These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited financial statements, for the three months ended March 31, 2024, the Company had: ● Net loss of $ 415,876 ● Net cash provided by operations was $ 107,592 Additionally, at March 31, 2024, the Company had: ● Accumulated deficit of $ 979,895 ● Stockholders’ deficit of $ 711,219 ● Working capital deficit of $ 6,173,496 The Company has cash on hand of $ 39,726 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The 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: ● Execute business operations more fully during the year ended December 31, 2024; and, ● Close a merger with EZFL during the year ended December 31, 2024; and | Note 1 – Business Organization, Nature of Operations and Name Change Organization and Nature of Operations Next Charging LLC (now NextNRG Holding Corp.) and its wholly-owned subsidiary Next NRG LLC was incorporated on April 20, 2016, under the laws of the State of Florida. Next Charging LLC is a forward-thinking technology company dedicated to revolutionizing the Green Energy industry. On March 1, 2024, Next Charging LLC was reincorporated in Nevada as a C-Corporation and changed its name to NextNRG Holding Corp. (“NextNRG” or “the Company”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 and $ 1,150,928 , respectively, in connection with the sale and liquidation of its investment portfolio. Realized losses, including amortization of bond premiums on these debt securities were $ 0 and $ 21,737 for the three months ended March 31, 2024 and 2023, respectively. 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 and $ 3,121 for the three months ended March 31, 2024 and 2023, respectively. Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. 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 provisions for inventory obsolescence for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, the Company had inventory of $ 153,964 and $ 134,057 , respectively. 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 impairment losses for the three months ended March 31, 2024 and 2023, respectively. 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 impairment losses for the three months ended March 31, 2024 and 2023, respectively. 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 derivative liabilities. 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 , respectively. 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 uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the three months ended March 31, 2024 and 2023, respectively. 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 and $ 58,640 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively. 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 | 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. See Note 9 regarding acquisition and related impairment during the year ended December 31, 2022. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 years ended December 31, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. See Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were fully liquidated during 2023). 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2023 and 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At December 31, 2023 and 2022, 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The following is a summary of the unrealized gains, losses, and fair value by investment type at December 31, 2023 and 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value December 31, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 During the year ended December 31, 2023, the Company received proceeds of $ 2,130,116 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 52,096 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 At December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022: Schedule of Accounts Receivable December 31, 2023 December 31, 2022 Accounts receivable $ 1,274,112 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable – net $ 1,192,340 $ 766,692 There was bad debt expense of $ 83,564 17,489 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. 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 December 31, 2023 and 2022, the Company had inventory of $ 134,057 151,248 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 Year Ended December 31, Customer 2023 2022 A 22.19 % 11.46 % B 12.07 % 11.26 % C 0.00 % 31.75 % Total 34.26 % 54.47 % Accounts Receivable Year Ended December 31, Customer 2023 2022 A 46.57 % 47.48 % B 13.50 0 % Total 60.07 % 47.48 % Vendor Purchases Year Ended December 31, Vendor 2023 2022 A 48.93 % 78.62 % B 38.29 % 17.91 % C 12.11 % 3.15 % Total 99.33 % 99.68 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. Revenue Recognition The Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives, discounts, rebates, and amounts collected on behalf of third parties. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, the Company had deferred revenue of $ 0 The following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and 2022: Schedule of Disaggregation of Revenue Years Ended December 31, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 22,677,304 97.68 % $ 14,860,475 98.78 % Other 539,119 2.32 % 184,246 1.22 % Total Sales $ 23,216,423 100.00 % $ 15,044,721 100.00 % Cost of Sales Cost of sales primarily include fuel costs and wages paid to our drivers. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the years ended December 31, 2023 and 2022, respectively, the Company generated net losses, resulting in an estimated income tax liability of $ 0 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, 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 $ 136,582 1,364,168 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 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 |
Next NRG Holding Corp [Member] | ||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation and Non-Controlling Interest 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. For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-controlling Interests in the consolidated financial statements. Business Combinations and Asset Acquisitions Business Combinations 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. 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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) 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. Acquisition of Stat-EI, Inc. (Business Combination) In January 2024, the Company acquired 100 5,500,000 In 2023, the Company paid a deposit of $ 250,000 1,550,000 1,800,000 3,700,000 The table below summarizes the estimated fair value of the assets acquired and liabilities assumed: Schedule of Fair Value of Assets Acquired and Liabilities Consideration Cash $ 1,800,000 Note payable 3,700,000 Fair value of consideration transferred $ 5,500,000 Recognized amounts of identifiable assets acquired and liabilities assumed: License agreements $ 4,900,000 Trademarks/Tradenames 600,000 Total assets acquired 5,500,000 Total liabilities assumed - Total identifiable net assets 5,500,000 Goodwill $ - The valuation of the intangible assets acquired was based upon a third party valuation. At the time of acquisition, STAT had no revenues and historical losses from operations. As a result, and given the immaterial nature of this acquisition, the Company elected not to present any pro-forma financial information for the years ended December 31, 2023 and 2022. There were no impairment losses for the three months ended March 31, 2024. See Note 6 for discussion of intangible assets acquired from STAT. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Business Segments 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 has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product and related services. The Company’s long-lived assets are located in the United States. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. 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, include valuation of marketable securities, estimated useful lives of property and equipment, valuation of intangible assets, valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. 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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) The Company’s financial instruments, including cash, marketable securities – related party, 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” The following table summarizes the Company’s marketable securities – related party measured at fair value on a recurring basis by level within the fair value hierarchy: Schedule of Merketable Securities Related Party Measured at Fair Value March 31, 2024 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ 326,135 $ - $ - $ 326,135 Total Assets $ 326,135 $ - $ - $ 326,135 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Fair values were determined for each individual security in the investment portfolio. The Company’s marketable securities are considered to be available-for-sale investments as defined under FASB ASC 320, Investments – Debt and Equity Securities An allowance for credit loss was not recorded for the marketable securities as of March 31, 2024 and December 31, 2023. See Note 3. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the 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. Marketable Securities The Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current assets, with the change in fair value during the period included in earnings. At March 31, 2024 and December 31, 2023 the fair value of our marketable securities was $ 326,135 0 At March 31, 2024 and 2023, respectively, there were no impairments. See Note 3 for marketable securities – related party. Impairment of Long-lived Assets 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.” NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) 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 March 31, 2024 and 2023 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 and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no March 31, 2024 and 2023 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” Derivatives and Hedging” 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, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. 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 no Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. 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 uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) 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. 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 carryforward 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 statements of operations. The Company recognized $ 6,128 0 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use 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 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Stock Warrants In connection with certain financing, 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 the awards using the Black-Scholes option pricing model as of the measurement date. 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 are recorded at fair value as expense 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 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. 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 (See Note 8). 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. At March 31, 2024 and 2023, respectively, the Company had no common stock equivalents. As a result, and since the Company has reported a net loss, basic and diluted loss per share amounts are the same. See Note 8 regarding the share exchange and recapitalization. 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 3 for Marketable Securities – Related Party. See Note 4 and 9 for Notes and Accrued Interest Receivable – Related Party. See Note 7 for Notes Payable – Related Party. See Note 8 for equity transactions with our Chief Executive Officer. 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 financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) 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 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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s 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 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 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 financial position, results of operations or cash flows. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the results of operations, stockholders’ deficit, or cash flows. | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. 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 subsidiary. All intercompany transactions and balances have been eliminated. Going Concern There is substantial doubt about the Company to continue as a going concern. Reasons such as no revenues and multiple period net losses, and negative operating cash flows. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will be successful. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 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. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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. The Company’s financial instruments, including cash, notes receivable – related party, accounts payable and accrued expenses, and accounts payable and notes payable – related party, are carried at historical cost. At December 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the 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 December 31, 2023 and 2022, respectively, the Company 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 December 31, 2023 and 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Restricted Cash (Escrow Deposit) In 2023, the Company paid a deposit of $ 250,000 In 2024, the Company closed on the purchase of Stat-EI, Inc., which became a wholly owned subsidiary at that time. The Company paid $ 5,500,000 NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates Business Segments 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 has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no At December 31, 2023, property and equipment consisted of one vehicle (acquired in 2023), which is being depreciated over an estimated useful life of five years as follows: Schedule of Property Plant and Vehicle Deprication Over Years Vehicle $ 88,734 Less: accumulated depreciation 9,992 Vehicle – net $ 78,742 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 9,992 0 Notes Receivable and Interest Receivable – Related Party Interest receivable is recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. The allowance for doubtful accounts as of December 31, 2023 and 2022 is $ 309,098 and $ 291,841 , respectively. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022, respectively. Effective January 1, 2022, the Company elected to be taxed as a C-Corporation. All activity prior to this date has been passed through to the members of the LLC. Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying audited statement of operations. For the years ended December 31, 2023, and 2022, advertising, marketing, and promotion expenses were $ 1,050 and $ 10,000 respectively. Research and Development Research and development expenses are charged to operations as incurred. During the years ending December 31, 2023 and 2022, the Company incurred $ 0 0 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. 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). NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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. At December 31, 2023 and 2022, the Company had no common stock equivalents. As a result, basic and diluted loss per share amounts are the same. 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 3 which related to a note receivable with the Company’s Chief Executive Officer. See Note 5 for a discussion of related party debt. 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 financial position, results of operations, stockholders’ deficit, 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 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 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 financial statements and disclosures. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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 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 financial position, results of operations or cash flows. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 and $ 273,087 , respectively. 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 related to items classified as construction in process that were deemed unusable. During the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664 to true up the amounts to their actual balances. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 | Note 3 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Estimated Useful Lives (Years) Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,119,048 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Construction in process - 147,006 5 Property Plant And Equipment Gross 5,553,053 5,723,839 Accumulated depreciation (2,242,866 ) (1,134,680 ) Total property and equipment - net $ 3,310,187 $ 4,589,159 On April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the Company licensed certain proprietary technology. Under the terms of the license, the Company issued 33,216 41,520 23,251 91,344 66,432 30.08 132,864 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The impairment loss of $ 1,987,500 See Note 9 for details of intangibles from an acquisition during the year ended December 31, 2022. Additionally, goodwill was considered impaired, and the Company recognized an impairment loss of $ 166,838 The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 During the year ended December 31, 2023, the Company recorded an impairment loss of $ 105,506 Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 1,108,186 1,769,621 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. During the year ended December 31, 2023, the Company adjusted the balance of its vehicles and related notes payable – vehicles by $ 24,664 |
Next NRG Holding Corp [Member] | ||
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment Estimated March 31, 2024 December 31, 2023 Useful Lives (Years) Vehicle $ 88,734 $ 88,734 5 Accumulated depreciation (14,790 ) (9,992 ) Total property and equipment - net $ 73,944 $ 78,742 Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 4,798 0 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Note 4 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were as follows at December 31, 2023 and 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities December 31, 2023 December 31, 2022 Accounts payable $ 845,275 $ 987,012 Accrued payroll - 266,453 Accrued interest payable - related parties 72,428 - Accrued interest payable - 3,014 Accounts payable and accrued liabilities $ 917,703 $ 1,256,479 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 , less an original issue discount of $ 150,000 , along with an additional $ 140,000 in transaction related fees (total debt discount and issue costs of $ 290,000 ), resulting in net proceeds of $ 1,210,000 . The $ 290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. In connection with obtaining this debt, the Company also committed 250,000 shares of common stock to the lender as additional interest expense (commitment fee). Under the terms of the agreement, only 100,000 shares of common stock were required to be issued on the commitment date resulting in a fair value of $ 256,000 ($ 2.56 /share), based upon the quoted closing price. The Company recorded this amount as a debt discount which was being amortized over the life of the note. Total debt discounts recorded aggregated $ 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 shares were issued to the lender. 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 as follows: 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 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 0.70 . Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid. 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 % controlling interest in the Company’s outstanding common stock. 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 , less an original issue discount of $ 60,000 , along with an additional $ 28,900 in transaction related fees (total debt discount and issue costs in cash of $ 88,900 ), resulting in net proceeds of $ 511,100 . In connection with obtaining this note, the Company also issued 150,000 shares of common stock to the lender having a fair value of $ 406,500 , based upon the quoted closing trading price ($ 2.71 /share). The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 495,400 which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. 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 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 0.70 . Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid. 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 % controlling interest in the Company’s outstanding common stock. 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 , less an original issue discount of $ 48,000 , resulting in net proceeds of $ 272,000 . In connection with obtaining this note, the Company was required to issue 260,000 shares* of common stock to the lender having a fair value of $ 539,760 , based upon the quoted closing trading price ($ 2.076 /share). However, the issuance of these shares would result in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement. These shares are classified as common stock issuable in the accompanying consolidated balance sheets. 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 which is being amortized over the life of the note to interest expense. The aggregate discounts calculated above exceeded the face amount of the note and therefore were limited to the face amount of the note totaling $ 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 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $ 0.70 . Additionally, if the Company raises $ 10,000,000 or more, then Note #3 will be repaid. If the Company raises $ 15,000,000 or more, then both Notes #2 and #3 will be repaid. 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 % controlling interest in the Company’s outstanding common stock. 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 shares of common stock. However, the issuance of these shares would result in the lender having a greater than 9.99 % ownership of the Company, which is prohibited by agreement. These shares will be classified as common stock issuable. The Company determined the fair value of these shares was $ 270,000 ($ 1.50 /share), based upon the quoted closing trading price, and recorded additional interest expense during the three months ended March 31, 2024. At March 31, 2024 and December 31, 2023, the Company reflected 440,000 and 260,000 shares, respectively as common stock issuable. 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 shares of common stock. The Company determined the fair value of these shares was $ 407,550 ($ 2.47 /share), based upon the quoted closing trading price, and will record additional interest during the quarter ended June 30, 2024. 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 , less original issue discounts of $ 125,000 , resulting in net proceeds of $ 1,250,000 . In connection with obtaining these notes, the Company was required to issue 190,722 shares of common stock to the lender having a fair value of $ 345,893 , based upon the quoted closing trading price ($ 1.68 - $ 1.93 /share). In total, the Company recorded debt discounts/issuance costs of $ 470,893 which is being amortized over the life of these notes to interest expense. 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 % for the 1 st 18 % each month thereafter. 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 (debt or equity based), the entire outstanding principal and accrued interest are immediately due. 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 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities. 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 % stockholder in the Company. 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 , less original issue discounts of $ 235,000 , resulting in net proceeds of $ 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 % for the 1 st 18 % each month thereafter. 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 (debt or equity based), the entire outstanding principal and accrued interest are immediately due. 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 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities. 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 % stockholder in the Company. Note Payable - Other Year Ended December 31, 2023 During 2023, an entity controlled by this majority stockholder (approximately 20 % common stock ownership) advanced unsecured working capital funds (net proceeds after original issue discount of $ 12,500 was $ 250,000 ) to the Company. In 2023, the note principal of $ 262,500 along with accrued interest of $ 13,125 , aggregating $ 275,625 was repaid. 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 . Under the terms of the agreement, the lender will withhold 8.9 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $ 275,250 (interest is $ 25,250 ). The $ 25,250 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. The Company received net proceeds of $ 250,000 . In April 2024, the Company executed a note payable with a face amount of $ 277,500 . Under the terms of the agreement, the lender will withhold 8.1 % of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $ 277,500 (interest is $ 27,500 ). The $ 27,500 is considered a debt issuance cost and will be amortized over the life of the note to interest expense. 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 , which is a result of the repayment of the outstanding balance of $ 57,869 on the date of refinancing (gross amount of note exclusive of interest was $ 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 at December 31, 2022 and was repaid in 2023 for $ 1,008,813 (principal of $ 1,000,000 plus accrued interest of $ 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. | 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 December 31, 2023 and 2022, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at December 31, 2023 and 2022: Schedule of Notes Payable Related Parties 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The following is a detail of the Company’s notes payable – related parties at December 31, 2023 and 2022: Schedule of Company’s Notes Payable Related Parties Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Issued with Debt Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 Note #1 April 19, 2023 April 19, 2024 250,000 10.00 % 18.00 % All assets $ 1,500,000 $ - Note #2 September 22, 2023 March 22, 2024 150,000 A 10.00 % 18.00 % All assets 600,000 - Note #3 October 13, 2023 January 13, 2024 260,000 B 0.00 % 18.00 % All assets 320,000 - Note #4 July 5, 2023 January 5, 2024 - 8.00 % 18.00 % All assets 440,000 - Note #5 August 2, 2023 February 2, 2024 - 8.00 % 18.00 % All assets 440,000 - Note #6 August 23, 2023 February 23, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #7 August 30, 2023 February 29, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #8 September 6, 2023 January 6, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #9 September 13, 2023 January 13, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #10 November 3, 2023 January 3, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #11 November 21, 2023 January 21, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #12 December 4, 2023 February 4, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #13 December 13, 2023 February 13, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #14 December 18, 2023 February 18, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #15 December 20, 2023 February 20, 2024 - 8.00 % 18.00 % All assets 55,000 - Note #16 December 27, 2023 February 27, 2024 - 8.00 % 18.00 % All assets 165,000 - 5,005,000 - Less: unamortized debt discount 202,885 - $ 4,802,115 $ - A See discussion below regarding global amendment for Notes #2 and #3. B See discussion below regarding the limitation on the issuance of this lender due to a 9.99% equity ownership blocker. Note #1 – Note Payable – Related Party - Material Stockholder greater than 5% and related Loss on Debt Extinguishment 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. As a result, 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 This note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $ 1.54 The Company has determined that in the event of default, the note at that time will be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. 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% 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. 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. Subsequent to December 31, 2023, 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 will 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 At December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. 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 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 Subsequent to December 31, 2023, 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 will 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 December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. This lender is considered a related party since it has a greater than 5 Subsequent to the year ended December 31, 2023, 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 is required to issue 180,000 9.99 The Company determined the fair value of these shares to be $ 270,000 1.50 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Notes #4 - #16 - Notes Payable – Related Party - Material Stockholder greater than 20% 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 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities. At December 31, 2023, 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 Note Payable - Other During 2023, an entity controlled by this majority stockholder (approximately 20 12,500 250,000 262,500 13,125 275,625 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Note Payable (non-vehicles) The following is a summary of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively: Schedule of Notes Payable Non - Vehicles 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 The Company executed a note payable with a face amount of $ 275,250 8.9 275,250 25,250 10 25,250 250,000 The following is a detail of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively: Notes Payable Issue Date Maturity Date Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 April 16, 2023 December 12, 2024 * N/A All assets $ 141,961 $ - * initially 6.5 Less: unamortized debt discount 15,521 - $ 126,440 $ - Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at December 31, 2023 and 2022, respectively: Schedule of Notes Payable for Vehicles Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (836,618 ) Balance - December 31, 2023 $ 1,173,278 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The following is a detail of the Company’s notes payable for its vehicles at December 31, 2023 and 2022, respectively: Schedule of the Company’s Notes Payable for Vehicles Notes Payable – Vehicles Issue Date Maturity Date Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 28,370 $ 40,976 April 9, 2019 December 12, 2023 7.44 % N/A This vehicle - 8,174 April 9, 2019 December 12, 2023 7.44 % N/A This vehicle - 6,986 April 9, 2019 February 17, 2024 4.90 % N/A This vehicle 1,873 10,670 December 15, 2021 December 18, 2024 3.50 % N/A This vehicle 37,823 74,357 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 37,023 72,784 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,046 78,585 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,046 78,585 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,944 80,226 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,045 78,585 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,157 86,271 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,157 86,271 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 51,157 86,270 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,862 87,481 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 20,837 32,536 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 20,838 32,536 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 17,913 26,578 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 18,572 28,261 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 18,572 28,261 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 24,035 33,813 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 24,032 33,813 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 107,047 132,246 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 73,585 101,237 1,173,278 2,009,896 Less: current portion 819,788 811,516 Long term portion $ 353,490 $ 1,198,380 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Debt Maturities The following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter as follows: Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2024 $ 4,802,115 $ 126,440 $ 819,788 $ 5,748,343 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 15,451 15,451 Total $ 4,802,115 $ 126,440 $ 1,173,278 $ 6,101,833 Line of Credit On December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was $ 0 3,000,000 Outstanding borrowings under the line of credit were $ 0 3,000,000 The line of credit was repaid in September 2023 for $ 1,008,813 1,000,000 8,813 To secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio during the second quarter of 2023. The amount outstanding under the Line of Credit bore interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest was due and payable monthly in arrears. The interest rate on the Line of Credit was 5.75 The Bank could, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding line of credit. In connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Next NRG Holding Corp [Member] | ||
Debt | Note 7 – Debt The following represents a summary of the Company’s debt (notes payable – related party and notes payable), key terms and outstanding balances at March 31, 2024 and December 31, 2023, respectively: Schedule of Notes Payable Related Parties Notes Payable - Related Party Notes Payable Total Balance - December 31, 2022 $ 34,650 $ - $ 34,650 Proceeds 3,835,000 - 3,835,000 Balance - December 31, 2023 3,869,650 - 3,869,650 Proceeds 1,365,000 7,427,500 8,792,500 Repayments - (1,331,250 ) (1,331,250 ) Debt discount - (1,227,500 ) (1,227,500 ) Amortization of debt discount - 438,393 438,393 Balance - March 31, 2024 $ 5,234,650 $ 5,307,143 $ 10,541,793 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Notes Payable – Related Party The following is a detail of the Company’s notes payable – related party at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Party Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Marketable Securities Received Collateral March 31, 2024 December 31, 2023 Note #1 January 1, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured $ 8,600 $ 8,600 Note #2 January 3, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 30 30 Note #3 March 4, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 20 20 Note #4 May 18, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 25 25 Note #5 June 24, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 25 25 Note #6 August 31, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 100 100 Note #7 March 1, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 100 100 Note #8 April 19, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 250 250 Note #9 September 3, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 500 500 Note #10 September 9, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 25,000 25,000 Note #11 May 4, 2023 May 31, 2024 10.00 % 0.00 % None A Unsecured 15,000 15,000 Note #12 May 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #13 June 7, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #14 June 29, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 10,000 10,000 Note #15 July 3, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #16 July 5, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #17 July 27, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #18 August 2, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #19 August 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 80,000 80,000 Note #20 August 15, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #21 August 23, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 150,000 150,000 Note #22 August 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 170,000 170,000 Note #23 September 6, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #24 September 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 1,000,000 1,000,000 Note #25 September 13, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #26 September 22, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 75,000 75,000 Note #27 October 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 10,000 10,000 Note #28 November 2, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 50,000 50,000 Note #29 November 3, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 150,000 150,000 Note #30 November 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #31 November 15, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 75,000 75,000 Note #32 November 21, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #33 December 5, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #34 February 21, 2024 April 21, 2024 18.00 % 0.00 % None Unsecured 45,000 - Note #35 February 28, 2024 April 28, 2024 18.00 % 0.00 % 52,000 C Unsecured 300,000 - Note #36 March 4, 2024 May 4, 2024 18.00 % 0.00 % None Unsecured 50,000 - Note #37 March 7, 2024 May 7, 2024 18.00 % 0.00 % None Unsecured 100,000 - Note #38 March 8, 2024 May 8, 2024 18.00 % 0.00 % 52,000 C Unsecured 185,000 - Note #39 March 14, 2024 May 14, 2024 18.00 % 0.00 % None Unsecured 150,000 - Note #40 March 15, 2024 May 15, 2024 18.00 % 0.00 % 52,000 C Unsecured 150,000 - Note #41 March 25, 2024 May 25, 2024 18.00 % 0.00 % None Unsecured 150,000 - Note #42 March 26, 2024 May 26, 2024 18.00 % 0.00 % 34,722 C Unsecured 100,000 - Note #43 March 27, 2024 May 27, 2024 18.00 % 0.00 % None Unsecured 135,000 - 190,722 $ 5,234,650 $ 3,869,650 A – 4 5 5 6 10 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) B – 4 %- 5 %. The Company had recorded an additional 5 %- 6 % of imputed interest ( 10 % total) to reflect the market rate for this type of debt. Effective January 1, 2024, these notes were amended to reflect an interest rate of 18 %, as a result, the Company no longer imputes interest on these notes. There were no other changes to the terms of these notes. C - 605,000 During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company received advances of $ 1,365,000 3,835,000 During the three months ended March 31, 2024 and 2023, the Company recorded imputed interest expense of $ 742 0 Notes Payable The following is a detail of the Company’s notes payable at March 31, 2024 and December 31, 2023, respectively: Schedule of Company’s Notes Payable Notes Payable Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Collateral March 31, 2024 December 31, 2023 Note #1 January 19, 2024 May 24, 2024 7.00 % 0.00 % Unsecured A $ 3,700,000 $ - Note #2 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets B 958,500 - Note #3 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets C 1,437,750 - 6,096,250 - Less: unamortized debt discount 789,107 - $ 5,307,143 $ - A - Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6. B – 1,491,000 1,000,000 491,000 53,250 C – 2,236,500 1,500,000 736,500 79,875 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) | Note 5 – Notes Payable – Related Party Debt During the year ended December 31, 2023 and 2022, our Chief Executive Officer advanced $ 3,835,000 34,650 The notes bear interest ranging from 4-5%, with an additional 5-6% of imputed interest (9%-11% in total) At December 31, 2023 and 2022, the balance due was $ 3,869,650 34,650 Imputed interest expense for the years ended December 31, 2023 and 2022 was $ 74,559 1,732 Total interest expense for the years ended December 31, 2023 and 2022 was $ 123,855 3,463 NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | Note 6 – Fair Value of Financial Instruments The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company did not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, respectively. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 | 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 December 31, 2023. As noted above, all of the Company’s corporate bonds were measured at fair value at December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 financing leases as defined in ASC 842, “Leases.” On December 3, 2021, the Company signed a lease for 5,778 square feet of office space, for occupancy effective January 1, 2022. The lease term is 39 months, and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses and sales tax. The initial base rent of $ 14,743 including sales tax was abated for months 1, 13 and 25 of the lease and is subject to a 3% annual increase. An initial Right of Use (“ROU”) asset of $ 735,197 was recognized as a non-cash asset addition. 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 square feet of office space owned by the Company’s Chief Technology Officer. The lease term is 48 months, and the total monthly payment is $ 6,955 , including base rent, estimated operating expenses and sales tax. The lease is subject to a 3% annual increase. An initial Right of Use (“ROU”) asset of $ 316,557 was recognized as a non-cash asset addition. 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 shares of common stock, having a fair value of $ 40,000 , based upon the quoted closing price ($ 3.84 /share). This expense was recorded as a component of general and administrative expenses for the year ended December 31, 2023. 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 shares of common stock, subject to vesting provisions for services rendered. These shares had a fair value of $ 832,000 on the grant date based upon the quoted closing trading price ($ 2.56 /share). For the year ended December 31, 2023, the CTO vested in 260,000 shares of common stock, having a fair value of $ 665,600 . Additionally, the remaining 65,000 shares vest 32,500 in April 2024 and 2025, respectively. A corresponding expense totaling $ 52,000 was recorded for those shares ( 65,000 ) which were part of this employment agreement that had not yet vested. Total expense recorded during the year ended December 31, 2023 for the CTO was $ 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 shares of common stock having a fair value of $ 455,000 on the grant date based upon the quoted closing trading price ($ 1.98 - $ 2.21 /share). All shares will vest in June 2024 coinciding with the Company’s annual meeting. The Company recognized an expense of $ 238,334 related to the vesting of these shares over the term in which services are being provided. Board Directors (Former Board Members) The Company recognized an expense of $ 207,083 related to the vesting of shares over the term in which services were being provided in 2023 (through June 2023 prior to termination, these awards had been fully vested). 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. | 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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 December 31, 2023 and 2022, respectively, the Company had no financing leases as defined in ASC 842, “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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Schedule of Operating Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 297,394 $ 521,782 Liabilities Operating lease liability $ 316,008 $ 546,022 Weighted-average remaining lease term (years) 1.25 2.25 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense December 31, 2023 December 31, 2022 Operating lease costs - - Amortization of right-of-use operating lease asset $ 224,388 $ 213,415 Lease liability expense in connection with obligation repayment 21,389 $ 32,362 Total operating lease costs $ 245,777 $ 245,777 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 251,403 $ 246,538 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 735,197 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 $ 256,414 2025 69,421 2026 2027 Total undiscounted cash flows 325,835 Less: amount representing interest (9,827 ) Present value of operating lease liability 316,008 Less: current portion of operating lease liability 246,880 Long-term operating lease liability $ 69,128 Operating Lease – Related Party On August 1, 2023, the Company signed a lease for 1,200 48 6,955 The lease is subject to a 3% annual increase. An initial Right of Use (“ROU”) asset of $ 316,557 The tables below present information regarding the Company’s operating lease assets and liabilities – related party at December 31, 2023 and 2022, respectively: Schedule of Operating Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 286,397 $ - Liabilities Operating lease liability $ 287,994 $ - Weighted-average remaining lease term (years) 3.58 - Weighted-average discount rate 5 % - The components of lease expense were as follows: Schedule of Components of Lease Expense December 31, 2023 December 31, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 30,160 $ - Lease liability expense in connection with obligation repayment 6,212 $ - Total operating lease costs $ 36,372 $ - Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 34,775 $ - Right-of-use asset obtained in exchange for new operating lease liability $ 316,557 $ - 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 $ 84,503 2025 87,038 2026 89,650 2027 53,199 Total undiscounted cash flows 314,390 Less: amount representing interest (26,396 ) Present value of operating lease liability 287,994 Less: current portion of operating lease liability 72,034 Long-term operating lease liability $ 215,960 Employment Agreements During 2023, the Company executed employment agreements with certain of its officers and directors. These agreements contain various compensation arrangements pertaining to the issuance of stock and cash. The stock portion of the compensation contains vesting provisions and are recorded as earned. For more information on these agreements see related Form 8K’s filed on: ● February 10, 2023 (Non-Independent Director), ● April 19, 2023 (Chief Technology Officer) (“CTO”); and ● April 24, 2023 (Interim Chief Executive Officer) (“ICEO”) Non-Independent Director In February 2023, the Company’s non-independent director received 10,417 40,000 3.84 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 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 December 31, 2023 and 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Next NRG Holding Corp [Member] | ||
Commitments and Contingencies | Note 4 – Commitments and Contingencies Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. At December 31, 2023 and 2022, respectively, there were no such matters. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | ||
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 shares authorized - None issued and outstanding - 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 shares authorized - 4,708,192 and 4,516,531 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively - 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 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value of $ 345,893 ($ 1.68 - $ 1.93 /share), based upon the quoted closing trading price. This lender holds an approximate 20 % ownership of the Company. Equity Transactions for the Year Ended December 31, 2023 Stock Issued for Cash The Company sold 8,393 shares of common stock for $ 25,308 ($ 3.06 – 3.53 /share) through at the market (“ATM”) sales via a sales agent who was eligible for commissions of 3 % for any sales of common stock made. The Company also paid $ 25,308 in related expenses as direct offering costs in connection with the sale of these shares. Stock Issued for Services – Related Parties The Company issued an aggregate 672,464 shares of common stock to a Company officer as well various board members for services rendered, having a fair value of $ 1,215,365 ($ 1.75 – $ 3.51 /share), based upon the quoted closing trading price. The issuance of these shares was pursuant to vesting. Stock Issued for Services The Company issued 100,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 1.92 - $ 4.79 /share), based upon the quoted closing trading price. Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable) The Company issued 660,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500 ($ 2.07 - $ 2.71 /share), based upon the quoted closing trading price. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Of the total 660,000 shares issued, 260,000 shares remain unissued (common stock issuable) since the issuance of these shares would give this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement. See Note 5. This lender holds a greater than 5 % controlling interest in the Company and a significant lender. 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 , which will be recognized over a weighted-average period of 1.29 years During the three months ended March 31, 2024 and 2023, the Company recognized compensation expense of $ 147,334 and $ 192,061 , related to the vesting of these shares. 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 stock options, having a fair value of $ 73,920 . Of the total, 54,824 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000 . These options were fully vested on the grant date. The remaining 200,000 options were granted to consultants for a project that was cancelled in 2023. As a result, the Company recorded a grant date fair value of $ 23,920 . All previously recorded stock based compensation ($ 7,973 ) was reversed in 2023. There was a net effect of $ 0 on the consolidated statements of operations for this grant. 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 - $ - - $ - | Note 8 – Stockholders’ Equity (Deficit) At December 31, 2023 and 2022, respectively, the Company had two (2) classes of stock: Preferred Stock - 5,000,000 - none - Par value - $ 0.0001 - Voting – none - Ranks senior to any other class of preferred stock - Dividends – none - Liquidation preference – none - Rights of redemption – none - Conversion – none Common Stock - 50,000,000 - 4,776,531 3,335,674 - Par value - $ 0.0001 - Voting at 1 vote per share 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 years ended December 31, 2023 and 2022, respectively. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable) The Company issued 660,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500 ($ 2.07 - $ 2.71 /share), based upon the quoted closing trading price. Of the total 660,000 260,000 9.99 This lender holds a greater than 5 Equity Transactions for the Year Ended December 31, 2022 Stock Issued for Services – Related Parties The Company issued 45,932 1,309,524 28.51 Stock Issued for Services The Company issued 4,268 102,759 24.08 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock Issued for Acquisition The Company issued 5,040 50,000 9.92 Restricted Stock and Related Vesting A summary of the Company’s nonvested shares (due to service based restrictions) as of December 31, 2023 and 2022, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Weighted Average Balance - December 31, 2021 39,698 $ 3.27 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 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 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 December 31, 2023, unrecognized stock compensation expense related to restricted stock was $ 324,134 1.27 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock Options Stock option transactions for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Option Activity Stock Options Number of Weighted Weighted Aggregate Weighted Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ - Granted 71,558 $ 5.59 $ 4.99 Exercised - - Cancelled/Forfeited - - Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ - Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ - Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ - Granted 254,824 $ 6.97 $ 0.29 Exercised - $ - Cancelled/Forfeited (348,306 ) $ 7.14 Outstanding - December 31, 2023 - $ - - $ - $ - Vested and Exercisable - December 31, 2023 - $ - - $ - $ - Unvested and non-exercisable - December 31, 2023 - $ - - $ - $ - Year Ended December 31, 2023 The Company granted 254,825 73,920 Of the total, 54,825 50,000 The remaining 200,000 23,920 7,973 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 % 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. Year Ended December 31, 2022 The Company granted 71,558 357,400 Of the total, 65,308 350,000 Of these total options granted, 28,572 153,125 36,736 9,375 14,063 The remaining 6,250 7,400 3,125 3,700 3,125 3,700 The fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions: Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock-Based Compensation Stock-based compensation expense for the years ended December 31, 2023 and 2022 and 2022 included those amounts associated with vesting of common stock and options of $ 1,525,146 1,412,283 These amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their awards, in which the Company recorded previously recognized expense. These amounts were insignificant. Of the totals above, $ 1,215,365 694,524 Warrants Warrant activity for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Warrant Activity Warrants Number of Weighted Weighted Aggregate Intrinsic Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - 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 - $ - - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Next NRG Holding Corp [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stockholders’ Equity (Deficit) | Note 8 – Stockholders’ Deficit Articles of Incorporation, Share Authorizations and Designation In March 2024, in connection with the reincorporation from an LLC to a C-Corp, the Company authorized for issuance 500,000,000 0.00001 The Company also authorized for issuance 50,000,000 0.00001 The Company has designated 1 Share Exchange – Related Party In 2024, the Company issued 15,000,000 10,000,000 100,000 0 The following represents the Company’s three (3) classes of stock: Schedule of Classes of stock March 31, 2024 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Preferred Stock Preferred Stock 50,000,000 $ 0.00001 Series X 1 1 1 $ 0.00001 A Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - A - Series X will have a number of votes at any time equal to all of the number of votes held by all other voting equity securities, plus one share. Currently, the Series X preferred stockholder controls the Company through their super voting rights. December 31, 2023 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - None of the classes of preferred or common stock have any other rights or preferences other than the voting rights as discussed above. The Company’s Board of Directors may in the future adopt and designate other rights and preferences. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Equity Transactions for the Three Months Ended March 31, 2024 Cash The Company issued 1 0.00001 Stock Based Compensation – Non-Vested Shares In connection with the vesting of Series A and B shares, the Company recognized an expense of $ 190,312 Imputed Interest – Related Party The Company imputed interest expense on certain notes payable for $ 742 Restricted Stock, Related Vesting and Consulting Agreement In March 2024, the Company executed a five-year (5) consulting agreement with a third party to provide technology based services. In connection with this agreement, the consultant will receive the following compensation: ● $250,000 during year 1, with an increase of 4% annually each year thereafter, ● 2,700,000 share of Series A common stock and 1,800,000 shares of Series B common stock, vesting will occur ¼ on each anniversary at the end of month 12, 24, 36 and 48, ● Based on mutually agreed upon key performance indicators, additional shares of Series A (900,000 shares) and B (600,000) shares common stock; and ● Cash bonuses in year 4 and 5 based on mutually agreed upon key performance indicators. In determining the fair value of the Series A and B shares of common stock, the Company engaged a third party valuation specialist, who determined that each of these shares should be valued at $ 2.03 9,135,000 190,312 The following is a summary of the Company’s non-vested Series A and B shares of common stock at March 31, 2024 and December 31, 2023, respectively: Schedule of Company Nonvested Series A and B of Common Stock Weighted Average Non-Vested Shares Number of Shares Grant Date Fair Value Balance - December 31, 2023 - $ - Granted 4,500,000 2.03 Vested - - Cancelled/Forfeited - - Balance - March 31, 2024 4,500,000 $ 2.03 Unrecognized Compensation $ 8,944,688 Weighted average remaining period (years) 3.92 Since the 4,500,000 Equity Transactions for the Year Ended December 31, 2023 Imputed Interest – Related Party The Company imputed interest expense on certain notes payable for $ 74,559 | Note 7– Stockholders’ Equity (Deficit) As of December 31, 2023, the Company had the following capital structure: - Authorized shares of common stock – 100,000 - Common stock issued and outstanding – 100,000 - Par value of $ 0.001 On March 1, 2024, in connection with the name change and redomiciling to Nevada as a C-Corporation, the Company amended its capital structure as follows: - Increased authorized shares of common stock to 1,000,000,000 0.00001 500,000,000 500,000,000 - Created a series of blank check preferred stock that authorizes for issuance 50,000,000 0.00001 |
Material Definitive Agreement a
Material Definitive Agreement as Amended and Reverse Acquisition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 % of the membership interests of NextNRG (the “Membership Interests”) in exchange for up to 100,000,000 shares of common stock. 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 shares of common stock will vest upon the closing of the acquisition of Next Charging, - 35,000,000 shares of common stock will vest upon the acquisition of the first target; and - 30,000,000 shares of common stock will vest upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system. 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 % of the Company’s issued and outstanding common stock. 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 | Note 10 – Material Definitive Agreement as Amended and Reverse Acquisition Entry into Material Definitive Agreement Related Party – as Amended and Restated On August 10, 2023, the Company, the members (the “Members”) of NextNRG Holding Corp (formerly Next Charging LLC (“Next Charging”) and Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 100,000,000 shares of common stock. This agreement was amended on November 2, 2023, as follows: - 35,000,000 - 35,000,000 - 30,000,000 As an additional condition to be satisfied prior to the closing, Next Charging is a renewable energy company formed by Michael D. Farkas. Next Charging has plans to develop and deploy wireless electric vehicle charging technology coupled with battery storage and solar energy solutions. Upon Closing, the board of directors of the Company will appoint Michael Farkas as Chief Executive Officer, Director and Executive Chairman of the Company. Mr. Farkas is the managing member and CEO of Next Charging. Mr. Farkas is also the beneficial owner of approximately 20 The Closing is subject to customary closing conditions, including (i) that the Company take the actions necessary to amend its certificate of incorporation to increase the number of authorized shares of Common Stock from 50,000,000 shares of Common Stock to 500,000,000 shares of Common Stock, (ii) the receipt of the requisite stockholder approval, (iii) the receipt of the requisite third-party consents and (iv) compliance with the rules and regulations of The Nasdaq Stock Market. At the time of closing, there will be a change in control, in a transaction treated as a reverse acquisition. See Form 8-K filed on November 2, 2023 for additional information. On March 1, 2024, Next Charging reincorporated in the state of Nevada as a C-Corporation and changed its name to NextNRG Holding Corp. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 At December 31, 2023 and the date of these financial statements, the agreement has not yet closed. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 , less original issue discounts of $ 45,000 , resulting in net proceeds of $ 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 % for the 1 st 18 % each month thereafter. In connection with obtaining these notes, the Company also issued 156,000 shares of common stock to the lender, which will be accounted for as a debt discount. 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 (debt or equity based), the entire outstanding principal and accrued interest are immediately due. 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 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities. This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 % stockholder in the Company. 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. | Note 12 – Subsequent Events Notes Payable Related Party – Material Stockholder greater than 20% Subsequent to December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000 125,000 1,250,000 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities. 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 this lender. 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 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. The Company has requested an appeal for the Staff’s determination. The hearing has been scheduled for May 2, 2024. At the hearing, the Company intends to present 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. See Form 8-K filed on February 23, 2024. |
Next NRG Holding Corp [Member] | ||
Subsequent Events | Note 9 – Subsequent Events Subsequent to March 31, 2024, the Company had the following subsequent events: Note Receivable – EZFL The Company advanced $ 1,100,000 100,000 1,000,000 All advances made to EZFL mature 2 months from the issuance date. The notes are automatically renewable for 2 month periods until repaid. The notes bear interest at 8% for the first nine (9) months outstanding, then increase to 18%. These advances are unsecured and considered short term. None of the advances are in default. | Note 8 – Subsequent Events Subsequent Events In 2024, the Company purchased Stat-EI Inc, a microgrid technology company for $ 5.5 million in the form of cash and a 7 3,700,000 On March 1, 2024, Next Charging LLC was reincorporated in Nevada as a C-Corporation and changed its name to NextNRG Holding Corp. (“NextNRG” or “the Company”). |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisition | Note 9 – Acquisition On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $ 321,250 3,750 5,040 50,000 A summary of the purchase price allocation at fair value is below: Schedule of Purchase Price Allocation at Fair Value Consideration paid Cash $ 321,250 Common stock 50,000 Fair value of consideration transferred $ 371,250 Recognized amounts of identifiable assets acquired Vehicles 153,000 Customer list 66,413 Loading rach license 58,857 Other identifiable intangibles 56,124 Total assets acquired 334,394 Goodwill $ 36,856 The vehicles are being depreciated over their estimated useful lives. Goodwill of $ 36,856 All of the remaining intangibles, including goodwill, were deemed fully impaired at December 31, 2022. At December 31, 2023, the vehicles acquired are still in service. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | Note 11 – Income Taxes The Components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets Stock based compensation $ 142,000 $ 203,000 Intangibles 719,000 908,000 Net operating loss carryforward 10,775,000 8,147,000 Lease liabilities 80,000 138,000 Capitalized research expenditures 367,000 354,000 Bad debt reserve 21,000 - Other 9,000 8,000 Total deferred tax assets 12,113,000 9,758,000 Deferred Tax Liabilities Depreciation (683,000 ) (872,000 ) Prepaid assets (47,000 ) (34,000 ) Right-of-Use asset (75,000 ) (132,000 ) Total deferred tax liabilities (805,000 ) (1,038,000 ) Deferred Tax Assets 11,308,000 8,720,000 Less: valuation allowance (11,308,000 ) (8,720,000 ) Deferred tax asset – net $ - $ - The components of the income tax benefit and related valuation allowance for the years ended December 31, 2023 and 2022 was approximately as follows: Schedule of Income Tax Benefit and Related Valuation Allowance December 31, 2023 December 31, 2022 Current $ - $ - Deferred (2,588,000 ) (4,149,000 ) Total income tax provision (benefit) (2,588,000 ) (4,149,000 ) Less: valuation allowance 2,588,000 4,149,000 Total Tax Provision $ - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 A reconciliation of the provision for income taxes for the years ended December 31, 2023 and 2022 as compared to statutory rates was approximately as follows: Schedule of Reconciliation of Provision for Income Taxes December 31, 2023 December 31, 2022 Federal income tax expense (benefit) - 21 $ (2,199,000 ) $ (3,676,000 ) State income tax expense (benefit) - 4.35 (455,000 ) (761,000 ) Permanent differences – net (25,000 ) 255,000 Deferred adjustments 91,000 33,000 Change in valuation allowance 2,588,000 4,149,000 Income tax expense (benefit) $ - $ - Federal net operating loss carry forwards at December 31, 2023 and 2022 were approximately as follows: Schedule of Operating Loss Carry Forwards December 31, 2023 December 31, 2022 $ 43,000,000 $ 33,000,000 The Company reviews its filing positions for all open tax years in all U.S. Federal and State jurisdictions where the Company is required to file. The tax years subject to examination include the years 2020 and forward. There are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. |
Next NRG Holding Corp [Member] | |
Income Taxes | Note 6 – Income Taxes The Company’s tax expense differs from the “expected” tax expense for the period are approximately as follows: Schedule of Reconciliation of Provision for Income Taxes December 31, 2023 December 31, 2022 Federal income tax benefit - 21 $ (125,000 ) $ (3,000 ) Non-deductible items 16,000 - Subtotal (109,000 ) (3,000 ) Change in valuation allowance 109,000 3,000 Income tax benefit $ - $ - The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2023 and 2022 are approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets Net operating loss carryforwards (112,000 ) (3,000 ) Total deferred tax assets (112,000 ) (3,000 ) Less: valuation allowance 112,000 3,000 Net deferred tax asset recorded $ - $ - For the years ended December 31, 2023 and 2022, the Company had net operating loss carryforwards of $ 533,000 12,000 The Company reviews its filing positions for all open tax years in all U.S. Federal and State jurisdictions where the Company is required to file. The tax years subject to examination include the years 2020 and forward. There are no uncertain tax positions that would require recognition in the financial statements. If the Company incurs an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. |
Marketable Securities _ Related
Marketable Securities – Related Party | 3 Months Ended |
Mar. 31, 2024 | |
Next NRG Holding Corp [Member] | |
Marketable Securities – Related Party | Note 3 – Marketable Securities – Related Party The Company’s investments in marketable securities consist solely of shares held in EzFill Holdings, Inc. (“EZFL”). EZFL is publicly traded on Nasdaq. The shares owned were earned in connection with providing various loans to EZFL, a related party. See Note 7. Our principal stockholder and Chief Executive Officer controls approximately 20 These marketable securities are classified as trading securities. All changes in realized and unrealized gains (losses) on these investments are included in earnings. The Company records the fair value of these securities based upon the quoted closing trading price of EZFL on the reporting period date. The following is a summary of our marketable securities – related party at March 31, 2024 and December 31, 2023, respectively: Schedule of Marketable Securities Related Party Balance - December 31, 2023 $ - Acquisition of marketable equity securities - related party 345,893 Unrealized loss on marketable equity securities - related party (19,758 ) Balance - March 31, 2024 $ 326,135 Trading securities at March 31, 2024 and December 31, 2023 were as follows: Schedule of Trading Securities March 31, 2024 Aggregate Amortized/Adjusted Unrealized Shares Fair Value Cost Basis Losses Held Marketable Securities - Common Stock - Related Party $ 326,135 $ 345,893 $ 19,758 190,722 December 31, 2023 Aggregate Amortized/Adjusted Unrealized Shares Fair Value Cost Basis Losses Held Marketable Securities - Common Stock - Related Party $ - $ - $ - - For the three months ended March 31, 2024 and 2023, the Company recognized investment income – related party of $ 345,893 0 Investment income - related party is a component of other income (expense) – net on the accompanying consolidated statements of operations. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) |
Notes and Accrued Interest Rece
Notes and Accrued Interest Receivable – Related Party | 3 Months Ended |
Mar. 31, 2024 | |
Related Party [Member] | |
Related Party Transaction [Line Items] | |
Notes and Accrued Interest Receivable – Related Party | Note 4 – Notes and Accrued Interest Receivable – Related Party The Company currently has notes receivable due from two (2) separate parties. EzFill Holdings, Inc. Our Chief Executive Officer has an approximate 20 All advances made to EZFL mature 2 months from the issuance date. The notes are automatically renewable for 2 month periods until repaid. The notes bear interest at 8 18 The Company has two (2) sources of income from the issuance of these notes to EZFL. Accrued Interest Receivable/Interest Income The Company records interest income based on the stated value of the note and applies the interest rate. Original Issue Discount/Accretion Income Since the advances made have an original issue discount feature, the Company recognizes that discount into earnings over the initial two (2) month term of the advance. During the three months ended March 31, 2024 and 2023, the Company recorded accretion income – related party of $ 418,724 0 Balance Labs, Inc. This entity is controlled by our principal stockholder and Chief Executive Officer who is also the Chief Executive Officer of Balance Labs, Inc. The notes bear interest at 8 10 185,000 The Company has determined that based upon Balance Labs, Inc.’s financial position none of the outstanding advances are likely to be repaid. As a result, the Company has fully reserved these notes and related accrued interest receivable. The Company has one (1) source of income from the issuance of these notes to Balance Labs, Inc. Accrued Interest Receivable/Interest Income The Company records interest income based on the stated value of the note and applies the interest rate. Given Balance Labs, Inc.’s inability to repay the advances, the Company continues to accrue interest resulting in an increase in the note and accrued interest receivable total balance, however, each of these increases is immediately reserved, resulting in an increase of the allowance for doubtful accounts. The following is a summary of the Company’s Notes and Accrued Interest Receivable – Related Parties at March 31, 2024 and December 31, 2023, respectively. Schedule of Note and Accrued Interest Receivable Related Party Note Receivable and Accrued Interest Note Receivable and Accrued Interest Notes Receivable and Accrued Receivable Related Party Receivable Related Party Allowance for Interest Related EzFill Holdings Balance Labs Doubtful Accounts Parties - net Total Balance - December 31, 2022 $ - $ 291,841 $ (291,841 ) $ - Advances 2,585,000 - - 2,585,000 Interest receivable 54,150 17,257 (17,257 ) 54,150 Original issue discount on advances (56,475 ) - - (56,475 ) Balance - December 31, 2023 2,582,675 309,098 (309,098 ) 2,582,675 Advances 1,375,000 - - 1,375,000 Original issue discount on advances (125,000 ) - - (125,000 ) Interest receivable 64,831 4,443 (4,443 ) 64,831 Accretion income 418,724 - - 418,724 Balance - March 31, 2024 $ 4,316,230 $ 313,541 $ (313,541 ) $ 4,316,230 At March 31, 2024 and December 31, 2023, accrued interest receivable was $ 118,981 54,150 For the three months ended March 31, 2024 and 2023, the Company recorded interest and accretion income of $ 483,555 0 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Next NRG Holding Corp [Member] | |
Intangible Assets | Note 6 – Intangible Assets The Company’s intangible assets were acquired in connection with the acquisition of STAT. See Note 1. Intangibles consisted of the following at March 31, 2024 and December 31, 2023, respectively: Schedule of Intangible Assets Estimated Classification March 31, 2024 December 31, 2023 Useful Lives (Years) License agreements $ 4,900,000 $ - 15 Tradenames/trademarks 600,000 - 5 Intangibles - gross 600,000 - 5 Less: accumulated amortization (111,667 ) - Intangibles - net $ 5,388,333 $ - Amortization expense for the three months ended March 31, 2024 and 2023 was $ 111,667 0 Estimated amortization expense for each of the five (5) succeeding years and thereafter is as follows: Schedule of Estimated Amortization Expense For the Years Ended December 31: 2024 (9 Months) 335,000 2025 446,668 2026 446,668 2027 446,668 2028 446,668 Thereafter 3,266,661 Total $ 5,388,333 |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Stockholders’ 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 shares authorized - None issued and outstanding - 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 shares authorized - 4,708,192 and 4,516,531 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively - 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 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value of $ 345,893 ($ 1.68 - $ 1.93 /share), based upon the quoted closing trading price. This lender holds an approximate 20 % ownership of the Company. Equity Transactions for the Year Ended December 31, 2023 Stock Issued for Cash The Company sold 8,393 shares of common stock for $ 25,308 ($ 3.06 – 3.53 /share) through at the market (“ATM”) sales via a sales agent who was eligible for commissions of 3 % for any sales of common stock made. The Company also paid $ 25,308 in related expenses as direct offering costs in connection with the sale of these shares. Stock Issued for Services – Related Parties The Company issued an aggregate 672,464 shares of common stock to a Company officer as well various board members for services rendered, having a fair value of $ 1,215,365 ($ 1.75 – $ 3.51 /share), based upon the quoted closing trading price. The issuance of these shares was pursuant to vesting. Stock Issued for Services The Company issued 100,000 shares of common stock to consultants for services rendered, having a fair value of $ 272,750 ($ 1.92 - $ 4.79 /share), based upon the quoted closing trading price. Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable) The Company issued 660,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500 ($ 2.07 - $ 2.71 /share), based upon the quoted closing trading price. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Of the total 660,000 shares issued, 260,000 shares remain unissued (common stock issuable) since the issuance of these shares would give this lender greater than 9.99 % ownership of the Company, which is prohibited by agreement. See Note 5. This lender holds a greater than 5 % controlling interest in the Company and a significant lender. 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 , which will be recognized over a weighted-average period of 1.29 years During the three months ended March 31, 2024 and 2023, the Company recognized compensation expense of $ 147,334 and $ 192,061 , related to the vesting of these shares. 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 stock options, having a fair value of $ 73,920 . Of the total, 54,824 were granted to our former Chief Executive Officer in lieu of accrued salary totaling $ 50,000 . These options were fully vested on the grant date. The remaining 200,000 options were granted to consultants for a project that was cancelled in 2023. As a result, the Company recorded a grant date fair value of $ 23,920 . All previously recorded stock based compensation ($ 7,973 ) was reversed in 2023. There was a net effect of $ 0 on the consolidated statements of operations for this grant. 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 - $ - - $ - | Note 8 – Stockholders’ Equity (Deficit) At December 31, 2023 and 2022, respectively, the Company had two (2) classes of stock: Preferred Stock - 5,000,000 - none - Par value - $ 0.0001 - Voting – none - Ranks senior to any other class of preferred stock - Dividends – none - Liquidation preference – none - Rights of redemption – none - Conversion – none Common Stock - 50,000,000 - 4,776,531 3,335,674 - Par value - $ 0.0001 - Voting at 1 vote per share 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 years ended December 31, 2023 and 2022, respectively. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 Stock Issued for Debt Issuance Costs – Related Party (Common Stock Issuable) The Company issued 660,000 shares of common stock in connection with the issuance notes payable (See Note 5), having a fair value of $ 919,500 ($ 2.07 - $ 2.71 /share), based upon the quoted closing trading price. Of the total 660,000 260,000 9.99 This lender holds a greater than 5 Equity Transactions for the Year Ended December 31, 2022 Stock Issued for Services – Related Parties The Company issued 45,932 1,309,524 28.51 Stock Issued for Services The Company issued 4,268 102,759 24.08 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock Issued for Acquisition The Company issued 5,040 50,000 9.92 Restricted Stock and Related Vesting A summary of the Company’s nonvested shares (due to service based restrictions) as of December 31, 2023 and 2022, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Weighted Average Balance - December 31, 2021 39,698 $ 3.27 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 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 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 December 31, 2023, unrecognized stock compensation expense related to restricted stock was $ 324,134 1.27 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock Options Stock option transactions for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Option Activity Stock Options Number of Weighted Weighted Aggregate Weighted Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ - Granted 71,558 $ 5.59 $ 4.99 Exercised - - Cancelled/Forfeited - - Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ - Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ - Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ - Granted 254,824 $ 6.97 $ 0.29 Exercised - $ - Cancelled/Forfeited (348,306 ) $ 7.14 Outstanding - December 31, 2023 - $ - - $ - $ - Vested and Exercisable - December 31, 2023 - $ - - $ - $ - Unvested and non-exercisable - December 31, 2023 - $ - - $ - $ - Year Ended December 31, 2023 The Company granted 254,825 73,920 Of the total, 54,825 50,000 The remaining 200,000 23,920 7,973 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 % 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. Year Ended December 31, 2022 The Company granted 71,558 357,400 Of the total, 65,308 350,000 Of these total options granted, 28,572 153,125 36,736 9,375 14,063 The remaining 6,250 7,400 3,125 3,700 3,125 3,700 The fair value of the stock options granted in 2022 were determined using the Black-Scholes Option pricing model with the following assumptions: Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Stock-Based Compensation Stock-based compensation expense for the years ended December 31, 2023 and 2022 and 2022 included those amounts associated with vesting of common stock and options of $ 1,525,146 1,412,283 These amounts also included a reduction related to common stock and stock options for individuals who were terminated and did not vest in their awards, in which the Company recorded previously recognized expense. These amounts were insignificant. Of the totals above, $ 1,215,365 694,524 Warrants Warrant activity for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Warrant Activity Warrants Number of Weighted Weighted Aggregate Intrinsic Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - 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 - $ - - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Next NRG Holding Corp [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stockholders’ Deficit | Note 8 – Stockholders’ Deficit Articles of Incorporation, Share Authorizations and Designation In March 2024, in connection with the reincorporation from an LLC to a C-Corp, the Company authorized for issuance 500,000,000 0.00001 The Company also authorized for issuance 50,000,000 0.00001 The Company has designated 1 Share Exchange – Related Party In 2024, the Company issued 15,000,000 10,000,000 100,000 0 The following represents the Company’s three (3) classes of stock: Schedule of Classes of stock March 31, 2024 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Preferred Stock Preferred Stock 50,000,000 $ 0.00001 Series X 1 1 1 $ 0.00001 A Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - A - Series X will have a number of votes at any time equal to all of the number of votes held by all other voting equity securities, plus one share. Currently, the Series X preferred stockholder controls the Company through their super voting rights. December 31, 2023 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - None of the classes of preferred or common stock have any other rights or preferences other than the voting rights as discussed above. The Company’s Board of Directors may in the future adopt and designate other rights and preferences. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Equity Transactions for the Three Months Ended March 31, 2024 Cash The Company issued 1 0.00001 Stock Based Compensation – Non-Vested Shares In connection with the vesting of Series A and B shares, the Company recognized an expense of $ 190,312 Imputed Interest – Related Party The Company imputed interest expense on certain notes payable for $ 742 Restricted Stock, Related Vesting and Consulting Agreement In March 2024, the Company executed a five-year (5) consulting agreement with a third party to provide technology based services. In connection with this agreement, the consultant will receive the following compensation: ● $250,000 during year 1, with an increase of 4% annually each year thereafter, ● 2,700,000 share of Series A common stock and 1,800,000 shares of Series B common stock, vesting will occur ¼ on each anniversary at the end of month 12, 24, 36 and 48, ● Based on mutually agreed upon key performance indicators, additional shares of Series A (900,000 shares) and B (600,000) shares common stock; and ● Cash bonuses in year 4 and 5 based on mutually agreed upon key performance indicators. In determining the fair value of the Series A and B shares of common stock, the Company engaged a third party valuation specialist, who determined that each of these shares should be valued at $ 2.03 9,135,000 190,312 The following is a summary of the Company’s non-vested Series A and B shares of common stock at March 31, 2024 and December 31, 2023, respectively: Schedule of Company Nonvested Series A and B of Common Stock Weighted Average Non-Vested Shares Number of Shares Grant Date Fair Value Balance - December 31, 2023 - $ - Granted 4,500,000 2.03 Vested - - Cancelled/Forfeited - - Balance - March 31, 2024 4,500,000 $ 2.03 Unrecognized Compensation $ 8,944,688 Weighted average remaining period (years) 3.92 Since the 4,500,000 Equity Transactions for the Year Ended December 31, 2023 Imputed Interest – Related Party The Company imputed interest expense on certain notes payable for $ 74,559 | Note 7– Stockholders’ Equity (Deficit) As of December 31, 2023, the Company had the following capital structure: - Authorized shares of common stock – 100,000 - Common stock issued and outstanding – 100,000 - Par value of $ 0.001 On March 1, 2024, in connection with the name change and redomiciling to Nevada as a C-Corporation, the Company amended its capital structure as follows: - Increased authorized shares of common stock to 1,000,000,000 0.00001 500,000,000 500,000,000 - Created a series of blank check preferred stock that authorizes for issuance 50,000,000 0.00001 |
Note Receivable - Related Party
Note Receivable - Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Next NRG Holding Corp [Member] | |
Note Receivable - Related Party | Note 3 – Note Receivable - Related Party The note receivables to the Farkas Group in amount of $ 73,579 at 3 % interest rate for both 2023 and 2022 with total accrued interest was fully paid off in the 3rd quarter of 2023. The interest receivable amounts at December 31, 2023 and 2022 was $ 0 and $ 9,796 , respectively. The interest income for 2023 was $ 895 and for 2022 was $ 1,556 The Company loaned to EzFill Holding, Inc. (“EZFL”), a related party (our Chief Executive Officer and sole owner has an approximate 20% ownership interest in EZFL), a total of $ 2,585,000 8 At December 31, 2023 and 2022, the Company reflected note receivable – related party of $ 2,582,675 nd $ 72,191 Schedule of Note Receivable Related Party Notes Receivable consist of the following at December 31, 2023: Note receivable $ 2,770,700 Interest receivable 177,548 Less: accretion discount 56,475 Less: allowance for doubtful accounts 309,098 Notes receivable – net $ 2,582,675 Notes Receivable consist of the following at December 31, 2022: Note receivable $ 248,095 Interest receivable 115,937 Less: allowance for doubtful accounts 291,841 Notes receivable – net $ 72,191 At December 31, 2023 and 2022, the Company reflected related accrued interest receivable of $ 54,150 0 For the years ended December 31, 2023 and 2022, the Company recorded interest income of $ 233,910 0 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Business Combinations | 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 Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. See Note 9 regarding acquisition and related impairment during the year ended December 31, 2022. |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. | 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
Use of Estimates | 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. | 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 years ended December 31, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, 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 | 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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” | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. See Investments below regarding classification as Level 1 for our Corporate Bonds (all investments were fully liquidated during 2023). 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” |
Cash and Cash Equivalents and Concentration of Credit Risk | 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. | 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 December 31, 2023 and 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At December 31, 2023 and 2022, 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 and $ 1,150,928 , respectively, in connection with the sale and liquidation of its investment portfolio. Realized losses, including amortization of bond premiums on these debt securities were $ 0 and $ 21,737 for the three months ended March 31, 2024 and 2023, respectively. | 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value. The following is a summary of the unrealized gains, losses, and fair value by investment type at December 31, 2023 and 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value December 31, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 During the year ended December 31, 2023, the Company received proceeds of $ 2,130,116 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 52,096 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 At December 31, 2022, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 and $ 3,121 for the three months ended March 31, 2024 and 2023, respectively. Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 | 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 December 31, 2023 and 2022: Schedule of Accounts Receivable December 31, 2023 December 31, 2022 Accounts receivable $ 1,274,112 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable – net $ 1,192,340 $ 766,692 There was bad debt expense of $ 83,564 17,489 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. |
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 provisions for inventory obsolescence for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. At March 31, 2024 and December 31, 2023, the Company had inventory of $ 153,964 and $ 134,057 , respectively. | 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 December 31, 2023 and 2022, the Company had inventory of $ 134,057 151,248 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 % | 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 Year Ended December 31, Customer 2023 2022 A 22.19 % 11.46 % B 12.07 % 11.26 % C 0.00 % 31.75 % Total 34.26 % 54.47 % Accounts Receivable Year Ended December 31, Customer 2023 2022 A 46.57 % 47.48 % B 13.50 0 % Total 60.07 % 47.48 % Vendor Purchases Year Ended December 31, Vendor 2023 2022 A 48.93 % 78.62 % B 38.29 % 17.91 % C 12.11 % 3.15 % Total 99.33 % 99.68 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 impairment losses for the three months ended March 31, 2024 and 2023, respectively. See note 3 for discussion of impairments of long lived assets. | 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 impairment losses for the three months ended March 31, 2024 and 2023, respectively. 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 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 December 31, 2023 and 2022, respectively, the Company had no |
Debt Discount | 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. | 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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. | 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 | Right of Use Assets and Lease Obligations The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the performance of the business remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. The Company’s operating leases contained renewal options that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. See Note 7. |
Revenue Recognition | 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. | Revenue Recognition The Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships. Under Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives, discounts, rebates, and amounts collected on behalf of third parties. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 , respectively. 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 % | 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 December 31, 2023 and 2022, the Company had deferred revenue of $ 0 The following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and 2022: Schedule of Disaggregation of Revenue Years Ended December 31, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 22,677,304 97.68 % $ 14,860,475 98.78 % Other 539,119 2.32 % 184,246 1.22 % Total Sales $ 23,216,423 100.00 % $ 15,044,721 100.00 % |
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 | Cost of Sales Cost of sales primarily include fuel costs and wages paid to our drivers. |
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 uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the three months ended March 31, 2024 and 2023, respectively. | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the years ended December 31, 2023 and 2022, respectively, the Company generated net losses, resulting in an estimated income tax liability of $ 0 |
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 . | 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets resulting in a net carrying amount of $ 0 |
Advertising, Marketing and Promotional Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 24,506 and $ 58,640 in marketing and advertising costs during the three months ended March 31, 2024 and 2023, respectively. | 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 $ 136,582 1,364,168 |
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-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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. | 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 ) to settle any potential exercises of common stock equivalents. On April 27, 2023, the Company executed a 1-for-8 reverse stock split and decreased the number of shares of its authorized common stock from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000 to 5,000,000 . As a result, all share and per share amounts have been retroactively restated to the earliest period presented in the accompanying consolidated financial statements. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 | 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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 December 31, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding December 31, 2023 December 31, 2022 Stock options (vested) - 28,135 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 231,764 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. Based on the potential common stock equivalents noted above at December 31, 2023, the Company has sufficient authorized shares of common stock ( 50,000,000 On April 27, 2023, the Company executed a 1-for-8 reverse stock split and decreased the number of shares of its authorized common stock from 500,000,000 50,000,000 50,000,000 5,000,000 |
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 per month and cover other certain expenses. The initial term of the agreement is for one year. All amounts have been paid. See Note 7. 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 USD per month and cover other pre-approved expenses. The initial term of the agreement is for one year. All amounts have been paid. In connection with this agreement, the Company issued 325,000 shares of common stock. At March 31, 2024 and December 31, 2023, 260,000 and 260,000 shares have vested, respectively. The remaining 65,000 shares will vest in April 2024 ( 32,500 shares) and April 2025 ( 32,500 shares), respectively. See Note 7. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 | 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 Note 5 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 10 regarding expected share exchange agreement with NextNRG Holding Corp. See Note 11 for a discussion of the Company’s debt arrangements. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 Related Party Agreement with Company owned by Daniel Arbour On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 Effective May 15, 2023, EzFill Holdings, Inc. (the “Company”) and Mountain Views Strategy Ltd. (“Mountain Views”) entered into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting Agreement”). As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal and founder of Mountain Views. The Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 See Note 7. Related Party Agreement with Company owned by Avishai Vaknin On April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”) with Telx Computers Inc. (“Telx”). Mr. Avishai Vaknin (“Vaknin”) is the Chief Operating Officer of Telx and its sole shareholder. Pursuant to the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails overseeing all matters relating to the Company’s technology. Pursuant to the Services Agreement, the Company will pay Telx $ 10,000 In connection with this agreement, Vaknin is entitled to receive up to 325,000 260,000 65,000 32,500 32,500 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 |
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 | 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 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. |
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. | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows. | |
Next NRG Holding Corp [Member] | ||
Principles of Consolidation | Principles of Consolidation and Non-Controlling Interest 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. For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-controlling Interests in the consolidated financial statements. | 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 subsidiary. All intercompany transactions and balances have been eliminated. |
Business Combinations | Business Combinations and Asset Acquisitions Business Combinations 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. 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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) 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. Acquisition of Stat-EI, Inc. (Business Combination) In January 2024, the Company acquired 100 5,500,000 In 2023, the Company paid a deposit of $ 250,000 1,550,000 1,800,000 3,700,000 The table below summarizes the estimated fair value of the assets acquired and liabilities assumed: Schedule of Fair Value of Assets Acquired and Liabilities Consideration Cash $ 1,800,000 Note payable 3,700,000 Fair value of consideration transferred $ 5,500,000 Recognized amounts of identifiable assets acquired and liabilities assumed: License agreements $ 4,900,000 Trademarks/Tradenames 600,000 Total assets acquired 5,500,000 Total liabilities assumed - Total identifiable net assets 5,500,000 Goodwill $ - The valuation of the intangible assets acquired was based upon a third party valuation. At the time of acquisition, STAT had no revenues and historical losses from operations. As a result, and given the immaterial nature of this acquisition, the Company elected not to present any pro-forma financial information for the years ended December 31, 2023 and 2022. There were no impairment losses for the three months ended March 31, 2024. See Note 6 for discussion of intangible assets acquired from STAT. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) | |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. 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, include valuation of marketable securities, estimated useful lives of property and equipment, valuation of intangible assets, valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the 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. | Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the 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 December 31, 2023 and 2022, respectively, the Company 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 December 31, 2023 and 2022, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. |
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 and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no March 31, 2024 and 2023 | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no At December 31, 2023, property and equipment consisted of one vehicle (acquired in 2023), which is being depreciated over an estimated useful life of five years as follows: Schedule of Property Plant and Vehicle Deprication Over Years Vehicle $ 88,734 Less: accumulated depreciation 9,992 Vehicle – net $ 78,742 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 9,992 0 |
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” Derivatives and Hedging” 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, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. 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 no | |
Debt Discount | Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Statements of Operations. | |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations. | |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. 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 uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022, respectively. Effective January 1, 2022, the Company elected to be taxed as a C-Corporation. All activity prior to this date has been passed through to the members of the LLC. |
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. 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 carryforward 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, Marketing and Promotional Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the statements of operations. The Company recognized $ 6,128 0 | Advertising, Marketing and Promotional Costs Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying audited statement of operations. For the years ended December 31, 2023, and 2022, advertising, marketing, and promotion expenses were $ 1,050 and $ 10,000 respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use 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 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) | |
Stock Warrants | Stock Warrants In connection with certain financing, 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 the awards using the Black-Scholes option pricing model as of the measurement date. 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 are recorded at fair value as expense 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 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. 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 (See Note 8). 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. At March 31, 2024 and 2023, respectively, the Company had no common stock equivalents. As a result, and since the Company has reported a net loss, basic and diluted loss per share amounts are the same. See Note 8 regarding the share exchange and recapitalization. | 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. 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). NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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. At December 31, 2023 and 2022, the Company had no common stock equivalents. As a result, basic and diluted loss per share amounts are the same. |
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 3 for Marketable Securities – Related Party. See Note 4 and 9 for Notes and Accrued Interest Receivable – Related Party. See Note 7 for Notes Payable – Related Party. See Note 8 for equity transactions with our Chief Executive Officer. | 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 3 which related to a note receivable with the Company’s Chief Executive Officer. See Note 5 for a discussion of related party debt. |
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 financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) 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 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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s 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 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 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 financial position, results of operations or cash flows. | 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 financial position, results of operations, stockholders’ deficit, 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 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 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 financial statements and disclosures. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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 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 financial position, results of operations or cash flows. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the results of operations, stockholders’ deficit, or cash flows. | |
Business Segments | Business Segments 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 has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment and derives revenues from selling its product and related services. The Company’s long-lived assets are located in the United States. | Business Segments 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 has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment. |
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. NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) The Company’s financial instruments, including cash, marketable securities – related party, 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” The following table summarizes the Company’s marketable securities – related party measured at fair value on a recurring basis by level within the fair value hierarchy: Schedule of Merketable Securities Related Party Measured at Fair Value March 31, 2024 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ 326,135 $ - $ - $ 326,135 Total Assets $ 326,135 $ - $ - $ 326,135 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Fair values were determined for each individual security in the investment portfolio. The Company’s marketable securities are considered to be available-for-sale investments as defined under FASB ASC 320, Investments – Debt and Equity Securities An allowance for credit loss was not recorded for the marketable securities as of March 31, 2024 and December 31, 2023. See Note 3. | 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. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 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. The Company’s financial instruments, including cash, notes receivable – related party, accounts payable and accrued expenses, and accounts payable and notes payable – related party, are carried at historical cost. At December 31, 2023 and 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” |
Marketable Securities | Marketable Securities The Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current assets, with the change in fair value during the period included in earnings. At March 31, 2024 and December 31, 2023 the fair value of our marketable securities was $ 326,135 0 At March 31, 2024 and 2023, respectively, there were no impairments. See Note 3 for marketable securities – related party. | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets 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.” NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) 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 March 31, 2024 and 2023 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Going Concern | Going Concern There is substantial doubt about the Company to continue as a going concern. Reasons such as no revenues and multiple period net losses, and negative operating cash flows. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will be successful. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | |
Restricted Cash | Restricted Cash (Escrow Deposit) In 2023, the Company paid a deposit of $ 250,000 In 2024, the Company closed on the purchase of Stat-EI, Inc., which became a wholly owned subsidiary at that time. The Company paid $ 5,500,000 NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 | |
Notes Receivable and Interest Receivable – Related Party | Notes Receivable and Interest Receivable – Related Party Interest receivable is recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts by specific customer identification. If market conditions decline, actual collections may not meet expectations and may result in decreased cash flow and increased bad debt expense. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. The allowance for doubtful accounts as of December 31, 2023 and 2022 is $ 309,098 and $ 291,841 , respectively. NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 | |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. During the years ending December 31, 2023 and 2022, the Company incurred $ 0 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | The following is a summary of the Company’s accounts receivable at December 31, 2023 and 2022: Schedule of Accounts Receivable December 31, 2023 December 31, 2022 Accounts receivable $ 1,274,112 $ 766,692 Less: allowance for doubtful accounts 81,772 - Accounts receivable – net $ 1,192,340 $ 766,692 |
Schedule of Concentration of Risk | The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of 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 % | 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 Year Ended December 31, Customer 2023 2022 A 22.19 % 11.46 % B 12.07 % 11.26 % C 0.00 % 31.75 % Total 34.26 % 54.47 % Accounts Receivable Year Ended December 31, Customer 2023 2022 A 46.57 % 47.48 % B 13.50 0 % Total 60.07 % 47.48 % Vendor Purchases Year Ended December 31, Vendor 2023 2022 A 48.93 % 78.62 % B 38.29 % 17.91 % C 12.11 % 3.15 % Total 99.33 % 99.68 % |
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 % | The following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and 2022: Schedule of Disaggregation of Revenue Years Ended December 31, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 22,677,304 97.68 % $ 14,860,475 98.78 % Other 539,119 2.32 % 184,246 1.22 % Total Sales $ 23,216,423 100.00 % $ 15,044,721 100.00 % |
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 | The following potentially dilutive equity securities outstanding as of December 31, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding December 31, 2023 December 31, 2022 Stock options (vested) - 28,135 Warrants (vested) 203,629 203,629 Total common stock equivalents 203,629 231,764 |
Schedule of Unrealized Gains, Losses, and Fair Value | The following is a summary of the unrealized gains, losses, and fair value by investment type at December 31, 2023 and 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value December 31, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 | |
Next NRG Holding Corp [Member] | ||
Schedule of Fair Value of Assets Acquired and Liabilities | The table below summarizes the estimated fair value of the assets acquired and liabilities assumed: Schedule of Fair Value of Assets Acquired and Liabilities Consideration Cash $ 1,800,000 Note payable 3,700,000 Fair value of consideration transferred $ 5,500,000 Recognized amounts of identifiable assets acquired and liabilities assumed: License agreements $ 4,900,000 Trademarks/Tradenames 600,000 Total assets acquired 5,500,000 Total liabilities assumed - Total identifiable net assets 5,500,000 Goodwill $ - | |
Schedule of Merketable Securities Related Party Measured at Fair Value | The following table summarizes the Company’s marketable securities – related party measured at fair value on a recurring basis by level within the fair value hierarchy: Schedule of Merketable Securities Related Party Measured at Fair Value March 31, 2024 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ 326,135 $ - $ - $ 326,135 Total Assets $ 326,135 $ - $ - $ 326,135 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable securities - related party $ - $ - $ - $ - Total Assets $ - $ - $ - $ - | |
Schedule of Property Plant and Vehicle Deprication Over Years | At December 31, 2023, property and equipment consisted of one vehicle (acquired in 2023), which is being depreciated over an estimated useful life of five years as follows: Schedule of Property Plant and Vehicle Deprication Over Years Vehicle $ 88,734 Less: accumulated depreciation 9,992 Vehicle – net $ 78,742 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Estimated Useful Lives (Years) Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,119,048 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Construction in process - 147,006 5 Property Plant And Equipment Gross 5,553,053 5,723,839 Accumulated depreciation (2,242,866 ) (1,134,680 ) Total property and equipment - net $ 3,310,187 $ 4,589,159 |
Next NRG Holding Corp [Member] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment Estimated March 31, 2024 December 31, 2023 Useful Lives (Years) Vehicle $ 88,734 $ 88,734 5 Accumulated depreciation (14,790 ) (9,992 ) Total property and equipment - net $ 73,944 $ 78,742 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Accounts payable and accrued liabilities were as follows at December 31, 2023 and 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities December 31, 2023 December 31, 2022 Accounts payable $ 845,275 $ 987,012 Accrued payroll - 266,453 Accrued interest payable - related parties 72,428 - Accrued interest payable - 3,014 Accounts payable and accrued liabilities $ 917,703 $ 1,256,479 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Schedule of Company’s 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 | The following is a summary of the Company’s notes payable – related parties at December 31, 2023 and 2022: Schedule of Notes Payable Related Parties 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 |
Schedule of 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 | The following is a detail of the Company’s notes payable – related parties at December 31, 2023 and 2022: Schedule of Company’s Notes Payable Related Parties Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Issued with Debt Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 Note #1 April 19, 2023 April 19, 2024 250,000 10.00 % 18.00 % All assets $ 1,500,000 $ - Note #2 September 22, 2023 March 22, 2024 150,000 A 10.00 % 18.00 % All assets 600,000 - Note #3 October 13, 2023 January 13, 2024 260,000 B 0.00 % 18.00 % All assets 320,000 - Note #4 July 5, 2023 January 5, 2024 - 8.00 % 18.00 % All assets 440,000 - Note #5 August 2, 2023 February 2, 2024 - 8.00 % 18.00 % All assets 440,000 - Note #6 August 23, 2023 February 23, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #7 August 30, 2023 February 29, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #8 September 6, 2023 January 6, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #9 September 13, 2023 January 13, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #10 November 3, 2023 January 3, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #11 November 21, 2023 January 21, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #12 December 4, 2023 February 4, 2024 - 8.00 % 18.00 % All assets 220,000 - Note #13 December 13, 2023 February 13, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #14 December 18, 2023 February 18, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #15 December 20, 2023 February 20, 2024 - 8.00 % 18.00 % All assets 55,000 - Note #16 December 27, 2023 February 27, 2024 - 8.00 % 18.00 % All assets 165,000 - 5,005,000 - Less: unamortized debt discount 202,885 - $ 4,802,115 $ - A See discussion below regarding global amendment for Notes #2 and #3. B See discussion below regarding the limitation on the issuance of this lender due to a 9.99% equity ownership blocker. |
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 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 | Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2024 $ 4,802,115 $ 126,440 $ 819,788 $ 5,748,343 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 15,451 15,451 Total $ 4,802,115 $ 126,440 $ 1,173,278 $ 6,101,833 |
Nonrelated Party [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Company’s Notes Payable | The following is a detail of the Company’s notes payable at March 31, 2024 and December 31, 2023, respectively: Schedule of Company’s Notes Payable Notes Payable Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Collateral March 31, 2024 December 31, 2023 Note #1 January 19, 2024 May 24, 2024 7.00 % 0.00 % Unsecured A $ 3,700,000 $ - Note #2 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets B 958,500 - Note #3 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets C 1,437,750 - 6,096,250 - Less: unamortized debt discount 789,107 - $ 5,307,143 $ - A - Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6. B – 1,491,000 1,000,000 491,000 53,250 C – 2,236,500 1,500,000 736,500 79,875 | |
Next NRG Holding Corp [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Company’s Notes Payable | The following represents a summary of the Company’s debt (notes payable – related party and notes payable), key terms and outstanding balances at March 31, 2024 and December 31, 2023, respectively: Schedule of Notes Payable Related Parties Notes Payable - Related Party Notes Payable Total Balance - December 31, 2022 $ 34,650 $ - $ 34,650 Proceeds 3,835,000 - 3,835,000 Balance - December 31, 2023 3,869,650 - 3,869,650 Proceeds 1,365,000 7,427,500 8,792,500 Repayments - (1,331,250 ) (1,331,250 ) Debt discount - (1,227,500 ) (1,227,500 ) Amortization of debt discount - 438,393 438,393 Balance - March 31, 2024 $ 5,234,650 $ 5,307,143 $ 10,541,793 | |
Schedule of Company’s Notes Payable | The following is a detail of the Company’s notes payable – related party at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Party Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Marketable Securities Received Collateral March 31, 2024 December 31, 2023 Note #1 January 1, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured $ 8,600 $ 8,600 Note #2 January 3, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 30 30 Note #3 March 4, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 20 20 Note #4 May 18, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 25 25 Note #5 June 24, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 25 25 Note #6 August 31, 2020 May 31, 2024 10.00 % 0.00 % None A Unsecured 100 100 Note #7 March 1, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 100 100 Note #8 April 19, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 250 250 Note #9 September 3, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 500 500 Note #10 September 9, 2021 May 31, 2024 10.00 % 0.00 % None A Unsecured 25,000 25,000 Note #11 May 4, 2023 May 31, 2024 10.00 % 0.00 % None A Unsecured 15,000 15,000 Note #12 May 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #13 June 7, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #14 June 29, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 10,000 10,000 Note #15 July 3, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #16 July 5, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #17 July 27, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #18 August 2, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #19 August 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 80,000 80,000 Note #20 August 15, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #21 August 23, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 150,000 150,000 Note #22 August 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 170,000 170,000 Note #23 September 6, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #24 September 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 1,000,000 1,000,000 Note #25 September 13, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 100,000 100,000 Note #26 September 22, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 75,000 75,000 Note #27 October 30, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 10,000 10,000 Note #28 November 2, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 50,000 50,000 Note #29 November 3, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 150,000 150,000 Note #30 November 8, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 250,000 250,000 Note #31 November 15, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 75,000 75,000 Note #32 November 21, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #33 December 5, 2023 May 31, 2024 18.00 % 0.00 % None B Unsecured 200,000 200,000 Note #34 February 21, 2024 April 21, 2024 18.00 % 0.00 % None Unsecured 45,000 - Note #35 February 28, 2024 April 28, 2024 18.00 % 0.00 % 52,000 C Unsecured 300,000 - Note #36 March 4, 2024 May 4, 2024 18.00 % 0.00 % None Unsecured 50,000 - Note #37 March 7, 2024 May 7, 2024 18.00 % 0.00 % None Unsecured 100,000 - Note #38 March 8, 2024 May 8, 2024 18.00 % 0.00 % 52,000 C Unsecured 185,000 - Note #39 March 14, 2024 May 14, 2024 18.00 % 0.00 % None Unsecured 150,000 - Note #40 March 15, 2024 May 15, 2024 18.00 % 0.00 % 52,000 C Unsecured 150,000 - Note #41 March 25, 2024 May 25, 2024 18.00 % 0.00 % None Unsecured 150,000 - Note #42 March 26, 2024 May 26, 2024 18.00 % 0.00 % 34,722 C Unsecured 100,000 - Note #43 March 27, 2024 May 27, 2024 18.00 % 0.00 % None Unsecured 135,000 - 190,722 $ 5,234,650 $ 3,869,650 A – 4 5 5 6 10 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) B – 4 %- 5 %. The Company had recorded an additional 5 %- 6 % of imputed interest ( 10 % total) to reflect the market rate for this type of debt. Effective January 1, 2024, these notes were amended to reflect an interest rate of 18 %, as a result, the Company no longer imputes interest on these notes. There were no other changes to the terms of these notes. C - 605,000 During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company received advances of $ 1,365,000 3,835,000 During the three months ended March 31, 2024 and 2023, the Company recorded imputed interest expense of $ 742 0 Notes Payable The following is a detail of the Company’s notes payable at March 31, 2024 and December 31, 2023, respectively: Schedule of Company’s Notes Payable Notes Payable Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Collateral March 31, 2024 December 31, 2023 Note #1 January 19, 2024 May 24, 2024 7.00 % 0.00 % Unsecured A $ 3,700,000 $ - Note #2 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets B 958,500 - Note #3 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets C 1,437,750 - 6,096,250 - Less: unamortized debt discount 789,107 - $ 5,307,143 $ - A - Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6. B – 1,491,000 1,000,000 491,000 53,250 C – 2,236,500 1,500,000 736,500 79,875 | |
Non Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Company’s 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 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% | The following is a summary of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively: Schedule of Notes Payable Non - Vehicles 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 The following is a detail of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively: Notes Payable Issue Date Maturity Date Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 April 16, 2023 December 12, 2024 * N/A All assets $ 141,961 $ - * initially 6.5 Less: unamortized debt discount 15,521 - $ 126,440 $ - |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Company’s 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 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 | Schedule of the Company’s Notes Payable for Vehicles Notes Payable – Vehicles Issue Date Maturity Date Interest Rate Default Interest Rate Collateral December 31, 2023 December 31, 2022 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 28,370 $ 40,976 April 9, 2019 December 12, 2023 7.44 % N/A This vehicle - 8,174 April 9, 2019 December 12, 2023 7.44 % N/A This vehicle - 6,986 April 9, 2019 February 17, 2024 4.90 % N/A This vehicle 1,873 10,670 December 15, 2021 December 18, 2024 3.50 % N/A This vehicle 37,823 74,357 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 37,023 72,784 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 40,911 83,505 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,046 78,585 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,046 78,585 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,944 80,226 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 43,045 78,585 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,157 86,271 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,157 86,271 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 51,157 86,270 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,862 87,481 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 50,925 87,594 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 20,837 32,536 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 20,838 32,536 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 17,913 26,578 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 18,572 28,261 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 18,572 28,261 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 24,035 33,813 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 24,032 33,813 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 107,047 132,246 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 73,585 101,237 1,173,278 2,009,896 Less: current portion 819,788 811,516 Long term portion $ 353,490 $ 1,198,380 |
Schedule of Notes Payable for Vehicles | The following is a summary of the Company’s notes payable for its vehicles at December 31, 2023 and 2022, respectively: Schedule of Notes Payable for Vehicles Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (836,618 ) Balance - December 31, 2023 $ 1,173,278 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 % | The Schedule of Operating Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 297,394 $ 521,782 Liabilities Operating lease liability $ 316,008 $ 546,022 Weighted-average remaining lease term (years) 1.25 2.25 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 $ - $ - | The components of lease expense were as follows: Schedule of Components of Lease Expense December 31, 2023 December 31, 2022 Operating lease costs - - Amortization of right-of-use operating lease asset $ 224,388 $ 213,415 Lease liability expense in connection with obligation repayment 21,389 $ 32,362 Total operating lease costs $ 245,777 $ 245,777 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 251,403 $ 246,538 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 735,197 |
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 | 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 $ 256,414 2025 69,421 2026 2027 Total undiscounted cash flows 325,835 Less: amount representing interest (9,827 ) Present value of operating lease liability 316,008 Less: current portion of operating lease liability 246,880 Long-term operating lease liability $ 69,128 |
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 % | The tables below present information regarding the Company’s operating lease assets and liabilities – related party at December 31, 2023 and 2022, respectively: Schedule of Operating Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 286,397 $ - Liabilities Operating lease liability $ 287,994 $ - Weighted-average remaining lease term (years) 3.58 - Weighted-average discount rate 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 $ - $ - | The components of lease expense were as follows: Schedule of Components of Lease Expense December 31, 2023 December 31, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 30,160 $ - Lease liability expense in connection with obligation repayment 6,212 $ - Total operating lease costs $ 36,372 $ - Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 34,775 $ - Right-of-use asset obtained in exchange for new operating lease liability $ 316,557 $ - |
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 | 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 $ 84,503 2025 87,038 2026 89,650 2027 53,199 Total undiscounted cash flows 314,390 Less: amount representing interest (26,396 ) Present value of operating lease liability 287,994 Less: current portion of operating lease liability 72,034 Long-term operating lease liability $ 215,960 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | A summary of the Company’s nonvested shares (due to service based restrictions) as of December 31, 2023 and 2022, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Weighted Average Balance - December 31, 2021 39,698 $ 3.27 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 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 |
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 - $ - - $ - $ - | Stock option transactions for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Option Activity Stock Options Number of Weighted Weighted Aggregate Weighted Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - - $ - $ - Granted 71,558 $ 5.59 $ 4.99 Exercised - - Cancelled/Forfeited - - Outstanding - December 31, 2022 93,481 $ 7.62 3.68 $ - $ - Vested and Exercisable - December 31, 2022 64,823 $ 8.45 3.47 $ - $ - Unvested and non-exercisable - December 31, 2022 28,658 $ 5.74 4.16 $ - $ - Granted 254,824 $ 6.97 $ 0.29 Exercised - $ - Cancelled/Forfeited (348,306 ) $ 7.14 Outstanding - 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 % | The fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Fair Value Assumptions Expected term (years) 5.00 Expected volatility 59 62 Expected dividends 0 % Risk free interest rate 4.00 % Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % |
Schedule of 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 - $ - - $ - | Warrant activity for the years ended December 31, 2023 and 2022 are summarized as follows: Schedule of Stock Warrant Activity Warrants Number of Weighted Weighted Aggregate Intrinsic Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - 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 - $ - - $ - |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Purchase Price Allocation at Fair Value | A summary of the purchase price allocation at fair value is below: Schedule of Purchase Price Allocation at Fair Value Consideration paid Cash $ 321,250 Common stock 50,000 Fair value of consideration transferred $ 371,250 Recognized amounts of identifiable assets acquired Vehicles 153,000 Customer list 66,413 Loading rach license 58,857 Other identifiable intangibles 56,124 Total assets acquired 334,394 Goodwill $ 36,856 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Deferred Tax Assets and Liabilities | The Components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets Stock based compensation $ 142,000 $ 203,000 Intangibles 719,000 908,000 Net operating loss carryforward 10,775,000 8,147,000 Lease liabilities 80,000 138,000 Capitalized research expenditures 367,000 354,000 Bad debt reserve 21,000 - Other 9,000 8,000 Total deferred tax assets 12,113,000 9,758,000 Deferred Tax Liabilities Depreciation (683,000 ) (872,000 ) Prepaid assets (47,000 ) (34,000 ) Right-of-Use asset (75,000 ) (132,000 ) Total deferred tax liabilities (805,000 ) (1,038,000 ) Deferred Tax Assets 11,308,000 8,720,000 Less: valuation allowance (11,308,000 ) (8,720,000 ) Deferred tax asset – net $ - $ - |
Schedule of Income Tax Benefit and Related Valuation Allowance | The components of the income tax benefit and related valuation allowance for the years ended December 31, 2023 and 2022 was approximately as follows: Schedule of Income Tax Benefit and Related Valuation Allowance December 31, 2023 December 31, 2022 Current $ - $ - Deferred (2,588,000 ) (4,149,000 ) Total income tax provision (benefit) (2,588,000 ) (4,149,000 ) Less: valuation allowance 2,588,000 4,149,000 Total Tax Provision $ - $ - |
Schedule of Reconciliation of Provision for Income Taxes | A reconciliation of the provision for income taxes for the years ended December 31, 2023 and 2022 as compared to statutory rates was approximately as follows: Schedule of Reconciliation of Provision for Income Taxes December 31, 2023 December 31, 2022 Federal income tax expense (benefit) - 21 $ (2,199,000 ) $ (3,676,000 ) State income tax expense (benefit) - 4.35 (455,000 ) (761,000 ) Permanent differences – net (25,000 ) 255,000 Deferred adjustments 91,000 33,000 Change in valuation allowance 2,588,000 4,149,000 Income tax expense (benefit) $ - $ - |
Schedule of Operating Loss Carry Forwards | Federal net operating loss carry forwards at December 31, 2023 and 2022 were approximately as follows: Schedule of Operating Loss Carry Forwards December 31, 2023 December 31, 2022 $ 43,000,000 $ 33,000,000 |
Next NRG Holding Corp [Member] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2023 and 2022 are approximately as follows: Schedule of Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets Net operating loss carryforwards (112,000 ) (3,000 ) Total deferred tax assets (112,000 ) (3,000 ) Less: valuation allowance 112,000 3,000 Net deferred tax asset recorded $ - $ - |
Schedule of Reconciliation of Provision for Income Taxes | The Company’s tax expense differs from the “expected” tax expense for the period are approximately as follows: Schedule of Reconciliation of Provision for Income Taxes December 31, 2023 December 31, 2022 Federal income tax benefit - 21 $ (125,000 ) $ (3,000 ) Non-deductible items 16,000 - Subtotal (109,000 ) (3,000 ) Change in valuation allowance 109,000 3,000 Income tax benefit $ - $ - |
Marketable Securities _ Relat_2
Marketable Securities – Related Party (Tables) - Related Party [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Marketable Securities Related Party | The following is a summary of our marketable securities – related party at March 31, 2024 and December 31, 2023, respectively: Schedule of Marketable Securities Related Party Balance - December 31, 2023 $ - Acquisition of marketable equity securities - related party 345,893 Unrealized loss on marketable equity securities - related party (19,758 ) Balance - March 31, 2024 $ 326,135 |
Schedule of Trading Securities | Trading securities at March 31, 2024 and December 31, 2023 were as follows: Schedule of Trading Securities March 31, 2024 Aggregate Amortized/Adjusted Unrealized Shares Fair Value Cost Basis Losses Held Marketable Securities - Common Stock - Related Party $ 326,135 $ 345,893 $ 19,758 190,722 December 31, 2023 Aggregate Amortized/Adjusted Unrealized Shares Fair Value Cost Basis Losses Held Marketable Securities - Common Stock - Related Party $ - $ - $ - - |
Notes and Accrued Interest Re_2
Notes and Accrued Interest Receivable – Related Party (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party [Member] | |
Related Party Transaction [Line Items] | |
Schedule of Note and Accrued Interest Receivable Related Party | The following is a summary of the Company’s Notes and Accrued Interest Receivable – Related Parties at March 31, 2024 and December 31, 2023, respectively. Schedule of Note and Accrued Interest Receivable Related Party Note Receivable and Accrued Interest Note Receivable and Accrued Interest Notes Receivable and Accrued Receivable Related Party Receivable Related Party Allowance for Interest Related EzFill Holdings Balance Labs Doubtful Accounts Parties - net Total Balance - December 31, 2022 $ - $ 291,841 $ (291,841 ) $ - Advances 2,585,000 - - 2,585,000 Interest receivable 54,150 17,257 (17,257 ) 54,150 Original issue discount on advances (56,475 ) - - (56,475 ) Balance - December 31, 2023 2,582,675 309,098 (309,098 ) 2,582,675 Advances 1,375,000 - - 1,375,000 Original issue discount on advances (125,000 ) - - (125,000 ) Interest receivable 64,831 4,443 (4,443 ) 64,831 Accretion income 418,724 - - 418,724 Balance - March 31, 2024 $ 4,316,230 $ 313,541 $ (313,541 ) $ 4,316,230 |
Intangible Assets (Tables)
Intangible Assets (Tables) - Next NRG Holding Corp [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of Intangible Assets | Schedule of Intangible Assets Estimated Classification March 31, 2024 December 31, 2023 Useful Lives (Years) License agreements $ 4,900,000 $ - 15 Tradenames/trademarks 600,000 - 5 Intangibles - gross 600,000 - 5 Less: accumulated amortization (111,667 ) - Intangibles - net $ 5,388,333 $ - |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the five (5) succeeding years and thereafter is as follows: Schedule of Estimated Amortization Expense For the Years Ended December 31: 2024 (9 Months) 335,000 2025 446,668 2026 446,668 2027 446,668 2028 446,668 Thereafter 3,266,661 Total $ 5,388,333 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Schedule of Company Nonvested Series A and B of Common Stock | 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 | A summary of the Company’s nonvested shares (due to service based restrictions) as of December 31, 2023 and 2022, is presented below: Schedule of Company Nonvested Shares Non-Vested Shares Number of Weighted Average Balance - December 31, 2021 39,698 $ 3.27 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 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 |
Next NRG Holding Corp [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Schedule of Company Nonvested Series A and B of Common Stock | The following is a summary of the Company’s non-vested Series A and B shares of common stock at March 31, 2024 and December 31, 2023, respectively: Schedule of Company Nonvested Series A and B of Common Stock Weighted Average Non-Vested Shares Number of Shares Grant Date Fair Value Balance - December 31, 2023 - $ - Granted 4,500,000 2.03 Vested - - Cancelled/Forfeited - - Balance - March 31, 2024 4,500,000 $ 2.03 Unrecognized Compensation $ 8,944,688 Weighted average remaining period (years) 3.92 | |
Related Party [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Schedule of Classes of stock | The following represents the Company’s three (3) classes of stock: Schedule of Classes of stock March 31, 2024 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Preferred Stock Preferred Stock 50,000,000 $ 0.00001 Series X 1 1 1 $ 0.00001 A Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - A - Series X will have a number of votes at any time equal to all of the number of votes held by all other voting equity securities, plus one share. Currently, the Series X preferred stockholder controls the Company through their super voting rights. December 31, 2023 Shares Authorized Issued Outstanding Designated Par Value Votes Per Share Common Stock Series A 500,000,000 17,700,000 15,000,000 $ 0.00001 1 Series B 500,000,000 11,800,000 10,000,000 $ 0.00001 10 1,000,000,000 29,500,000 25,000,000 - |
Note Receivable - Related Par_2
Note Receivable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Next NRG Holding Corp [Member] | |
Schedule of Note Receivable Related Party | Schedule of Note Receivable Related Party Notes Receivable consist of the following at December 31, 2023: Note receivable $ 2,770,700 Interest receivable 177,548 Less: accretion discount 56,475 Less: allowance for doubtful accounts 309,098 Notes receivable – net $ 2,582,675 Notes Receivable consist of the following at December 31, 2022: Note receivable $ 248,095 Interest receivable 115,937 Less: allowance for doubtful accounts 291,841 Notes receivable – net $ 72,191 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Incorporation date | Mar. 28, 2019 | Mar. 28, 2019 | ||||
Net Income (Loss) Attributable to Parent | $ (1,899,122) | $ (2,348,771) | $ (10,471,889) | $ (17,505,765) | ||
Net cash used in operating | (1,140,148) | (2,513,417) | (6,643,397) | (11,599,581) | ||
Retained Earnings (Accumulated Deficit) | (47,216,172) | (45,317,050) | (34,845,161) | |||
Equity, Attributable to Parent | (3,312,101) | 3,659,799 | (1,906,206) | 5,785,447 | $ 21,868,446 | |
[custom:WorkingCapitalDeficit-0] | (6,343,174) | (5,210,669) | ||||
Cash | 48,613 | 226,985 | ||||
Net Loss | 1,899,122 | 2,348,771 | 10,471,889 | 17,505,765 | ||
Net cash used in operating | 1,140,148 | 2,513,417 | 6,643,397 | 11,599,581 | ||
Accumulated Deficit | 47,216,172 | 45,317,050 | 34,845,161 | |||
Stockholders equity | 3,312,101 | (3,659,799) | 1,906,206 | (5,785,447) | (21,868,446) | |
Working capital deficit | 6,343,174 | 5,210,669 | ||||
Next NRG Holding Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Net Income (Loss) Attributable to Parent | (415,876) | (900) | (596,039) | (13,715) | ||
Net cash used in operating | 107,592 | (900) | (677,026) | (10,907) | ||
Retained Earnings (Accumulated Deficit) | (979,895) | (564,019) | 32,020 | |||
Equity, Attributable to Parent | (711,219) | 34,182 | (486,398) | 35,082 | 47,065 | |
[custom:WorkingCapitalDeficit-0] | (6,173,496) | |||||
Cash | 39,726 | |||||
Net Loss | 415,876 | 900 | 596,039 | 13,715 | ||
Net cash used in operating | (107,592) | 900 | 677,026 | 10,907 | ||
Accumulated Deficit | 979,895 | 564,019 | (32,020) | |||
Stockholders equity | 711,219 | $ (34,182) | $ 486,398 | $ (35,082) | $ (47,065) | |
Working capital deficit | $ 6,173,496 | |||||
Stat EI Inc [Member] | Next NRG Holding Corp [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Acquired Percentage | 100% |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 1,615,696 | $ 1,274,112 | $ 766,692 |
Less: allowance for doubtful accounts | 81,772 | 81,772 | |
Accounts receivable – net | $ 1,533,924 | $ 1,192,340 | $ 766,692 |
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 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Concentration risk percentage | 100% | 100% | 100% | 100% |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 21.77% | 20.89% | 22.19% | 11.46% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 44.28% | 46.57% | 47.48% | |
Customer A [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 43.99% | 52.15% | 48.93% | 78.62% |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 10.91% | 11.52% | 12.07% | 11.26% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 0% | 13.50% | 0% | |
Customer B [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 42.07% | 37.26% | 38.29% | 17.91% |
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 32.68% | 32.41% | 34.26% | 54.47% |
Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 44.28% | 60.07% | 47.48% | |
Customers [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 100% | 99.65% | 99.33% | 99.68% |
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 0% | 31.75% | ||
Customer C [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 13.94% | 10.24% | 12.11% | 3.15% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Total sales | $ 6,597,119 | $ 5,231,334 | $ 23,216,423 | $ 15,044,721 |
Percentage of revenues | 100% | 100% | 100% | 100% |
Fuel [Member] | ||||
Product Information [Line Items] | ||||
Total sales | $ 6,403,611 | $ 5,160,306 | $ 22,677,304 | $ 14,860,475 |
Fuel [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenues | 97.07% | 98.64% | 97.68% | 98.78% |
Product and Service, Other [Member] | ||||
Product Information [Line Items] | ||||
Total sales | $ 193,508 | $ 71,028 | $ 539,119 | $ 184,246 |
Product and Service, Other [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenues | 2.93% | 1.36% | 2.32% | 1.22% |
Schedule of Dilutive Equity Sec
Schedule of Dilutive Equity Securities Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 203,629 | 203,629 | 203,629 | 231,764 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 203,629 | 203,629 | 203,629 | 203,629 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 28,135 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Apr. 27, 2023 | Apr. 19, 2023 | Feb. 15, 2023 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Amount insured by FDIC | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||
Sale and liquidation | $ 1,150,928 | 2,130,116 | $ 1,151,186 | |||||||||
Realized losses on bonds | 0 | 21,737 | 34,556 | 52,096 | ||||||||
Bad debt expense | 3,121 | 83,564 | 17,489 | |||||||||
Provisions for inventory | 0 | 0 | 0 | |||||||||
Inventory | 134,057 | 153,964 | 134,057 | 151,248 | ||||||||
Impairment of intangible assets, finite-lived | 0 | 0 | ||||||||||
Impairment losses | 0 | 0 | ||||||||||
Derivative liabilities | 0 | 0 | 0 | |||||||||
Deferred revenue | 0 | 0 | 0 | |||||||||
Unrecognized Tax Benefits | 0 | 0 | ||||||||||
Interest and penalties | 0 | 0 | 0 | |||||||||
Valuation allowance deferred tax assets | ||||||||||||
Marketing and advertising expense | $ 24,506 | 58,640 | $ 136,582 | $ 1,364,168 | ||||||||
Common stock, shares authorized | 50,000,000 | 500,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-8 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | 50,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Consulting fees | $ 5,000 | $ 5,000 | ||||||||||
Shares remain vested | 260,000 | 260,000 | 260,000 | |||||||||
Shares remain unvested | 65,000 | 65,000 | 65,000 | |||||||||
Proceeds from gain loss on sale of debt securities | $ 44,590 | |||||||||||
Income tax liabilities | $ 0 | $ 0 | $ 0 | |||||||||
Shares of common stock | 325,000 | 93,481 | 21,923 | |||||||||
Payments to acquire businesses gross | $ 321,250 | |||||||||||
New issuance, value | 25,308 | 25,308 | ||||||||||
Depreciation | $ 276,522 | 273,087 | 1,108,186 | 1,769,621 | ||||||||
Accounts Receivable, Allowance for Credit Loss | $ 81,772 | 81,772 | 81,772 | |||||||||
Next NRG Holding Corp [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Amount insured by FDIC | 250,000 | 250,000 | 250,000 | |||||||||
Impairment of intangible assets, finite-lived | 0 | 0 | ||||||||||
Impairment losses | 0 | 0 | 0 | 0 | ||||||||
Derivative liabilities | 0 | 0 | 0 | |||||||||
Interest and penalties | 0 | 0 | ||||||||||
Valuation allowance deferred tax assets | ||||||||||||
Marketing and advertising expense | 6,128 | 0 | $ 1,050 | $ 10,000 | ||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | |||||||||
Payments to acquire businesses gross | 1,550,000 | $ 2,350,000 | ||||||||||
Escrow Deposit | $ 250,000 | 250,000 | ||||||||||
New issuance, value | 1 | |||||||||||
Marketable securities | 0 | 326,135 | 0 | $ 190,722 | $ 605,000 | |||||||
Deposit Assets | 5,500,000 | 5,500,000 | ||||||||||
Depreciation | 4,798 | 9,992 | ||||||||||
Depreciation | $ 4,798 | 0 | 0 | |||||||||
Accounts Receivable, Allowance for Credit Loss | 309,098 | 309,098 | 291,841 | |||||||||
Research and development expense | 0 | 0 | ||||||||||
Stat EI Inc [Member] | Next NRG Holding Corp [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Acquired Percentage | 100% | |||||||||||
Payments to acquire businesses gross | $ 5,500,000 | 1,800,000 | ||||||||||
Escrow Deposit | $ 250,000 | 250,000 | ||||||||||
Payments to acquire businesses gross | 1,550,000 | |||||||||||
New issuance, value | $ 3,700,000 | |||||||||||
Corporate Bond Securities [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Proceeds from investment | $ 1,151,186 | |||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Shares remain unvested | 32,500 | 32,500 | 32,500 | |||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Shares remain unvested | 32,500 | 32,500 | 32,500 | |||||||||
Services Agreement [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 325,000 | |||||||||||
Telx Computers Inc [Member] | Services Agreement [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Related party other expenses | $ 10,000 | $ 10,000 | ||||||||||
Mountain Views Strategy Ltd [Member] | ||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||||
Related party other expenses | $ 13,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 5,564,720 | $ 5,553,053 | $ 5,723,839 |
Accumulated depreciation | (2,519,388) | (2,242,866) | (1,134,680) |
Total property and equipment - net | 3,045,332 | 3,310,187 | 4,589,159 |
Next NRG Holding Corp [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | (9,992) | ||
Total property and equipment - net | 73,944 | 78,742 | |
Accumulated depreciation | (14,790) | (9,992) | |
Total property and equipment - net | 73,944 | 78,742 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 5,119,048 | $ 5,119,048 | 5,142,828 |
Estimated useful lives (Years) | 5 years | 5 years | |
Vehicles [Member] | Next NRG Holding Corp [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 88,734 | ||
Estimated useful lives (Years) | 5 years | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 277,304 | $ 265,637 | 265,637 |
Estimated useful lives (Years) | 5 years | 5 years | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 129,475 | $ 129,475 | 129,475 |
Estimated useful lives (Years) | 5 years | 5 years | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 29,422 | $ 29,422 | 29,422 |
Estimated useful lives (Years) | 5 years | 5 years | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 9,471 | $ 9,471 | 9,471 |
Estimated useful lives (Years) | 5 years | 5 years | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 147,006 | ||
Estimated useful lives (Years) | 5 years | ||
Vehicle [Member] | Next NRG Holding Corp [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vehicle | $ 88,734 | $ 88,734 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 07, 2021 | Apr. 07, 2021 | May 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization | $ 276,522 | $ 273,087 | $ 1,108,186 | $ 1,769,621 | |||
Asset Impairment Charges | 0 | 0 | |||||
Vehicles and related notes payable | $ 24,664 | ||||||
Stock options, shares | 254,824 | 71,558 | |||||
Share issued price exercised | $ 6.97 | $ 5.59 | |||||
Goodwill impairment loss | $ 166,838 | ||||||
Impairment of intangible assets | 111,667 | 482,064 | |||||
Impairment loss | $ 105,506 | 258,114 | |||||
Next NRG Holding Corp [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization | 9,992 | ||||||
Asset Impairment Charges | 0 | 0 | 0 | 0 | |||
Impairment loss | (111,667) | ||||||
Impairment of intangible assets | 111,667 | 0 | |||||
Depreciation | $ 4,798 | 0 | 0 | ||||
Developed Technology Rights [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Impairment loss | $ 1,987,500 | ||||||
Technology License Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Stock options, shares | 66,432 | ||||||
Share issued price exercised | $ 30.08 | ||||||
Licensor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Stock issued during period, shares | 33,216 | ||||||
Stock issued during the period, acquisitions | 132,864 | ||||||
Licensor [Member] | Technology License Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Stock issued during period, shares | 41,520 | ||||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Stock issued during period, shares | 23,251 | ||||||
Licensor [Member] | Technology License Agreement [Member] | IPO [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Stock issued during period, shares | 91,344 | ||||||
Construction in Progress [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset Impairment Charges | $ 105,506 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts payable | $ 1,219,180 | $ 845,275 | $ 987,012 |
Accounts payable and accrued liabilities | 1,356,391 | 917,703 | 1,256,479 |
Accrued payroll | 266,453 | ||
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued interest payable | $ 137,211 | 72,428 | |
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued interest payable | $ 3,014 |
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 | Dec. 31, 2022 | |
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) | (1,403,244) | |||
Repayments | (262,500) | (657,719) | |||
Repayments | (276,557) | (199,723) | (945,243) | ||
Non Vehicles [Member] | Note Holder One [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 | 476,313 | |
Balance - March 31, 2024 | 969,429 | 1,173,278 | 2,009,896 | ||
Repayments | (203,849) | (836,618) | (633,060) | ||
Nonrelated Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Balance - December 31, 2023 | |||||
Balance - March 31, 2024 | $ 5,307,143 |
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 | Dec. 31, 2021 | |||||
Short-Term Debt [Line Items] | |||||||||
Collateral amount | |||||||||
Collateral amount | |||||||||
Collateral amount | $ 6,237,234 | $ 4,802,115 | |||||||
Collateral amount | 353,558 | 353,490 | 1,198,380 | ||||||
Vehicles [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Collateral amount | 819,788 | 811,516 | |||||||
Collateral amount | 969,429 | 1,173,278 | 2,009,896 | $ 476,313 | |||||
Collateral amount | 353,490 | 1,198,380 | |||||||
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 One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Apr. 19, 2023 | Apr. 19, 2023 | |||||||
Debt Instrument, Maturity Date | Apr. 19, 2024 | Apr. 19, 2024 | |||||||
Shares Issued with Debt | 250,000 | [1],[2] | 250,000 | ||||||
Interest Rate | 10% | 10% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 1,500,000 | $ 1,500,000 | |||||||
Note Holder Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Sep. 22, 2023 | Sep. 22, 2023 | [3] | ||||||
Debt Instrument, Maturity Date | Apr. 19, 2024 | Mar. 22, 2024 | [3] | ||||||
Shares Issued with Debt | 150,000 | [1],[2] | 150,000 | [3] | |||||
Interest Rate | 10% | 10% | [3] | ||||||
Default Interest Rate | 18% | 18% | [3] | ||||||
Debt Instrument, Collateral | All assets | All assets | [3] | ||||||
Collateral amount | $ 600,000 | $ 600,000 | [3] | [3] | |||||
Note Holder Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Oct. 13, 2023 | Oct. 13, 2023 | [4] | ||||||
Debt Instrument, Maturity Date | Apr. 19, 2024 | Jan. 13, 2024 | [4] | ||||||
Shares Issued with Debt | 440,000 | [1],[2] | 260,000 | [4] | |||||
Interest Rate | 0% | 0% | [4] | ||||||
Default Interest Rate | 18% | 18% | [4] | ||||||
Debt Instrument, Collateral | All assets | All assets | [4] | ||||||
Collateral amount | $ 320,000 | $ 320,000 | [4] | [4] | |||||
[custom:IssuanceOfSharesOwnershipPercentage] | 9.99% | ||||||||
Note Holder Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Jul. 05, 2023 | Jul. 05, 2023 | |||||||
Debt Instrument, Maturity Date | May 05, 2024 | Jan. 05, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 440,000 | $ 440,000 | |||||||
Note Holder Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Aug. 02, 2023 | Aug. 02, 2023 | |||||||
Debt Instrument, Maturity Date | Apr. 02, 2024 | Feb. 02, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 440,000 | $ 440,000 | |||||||
Note Holder Six [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Aug. 23, 2023 | Aug. 23, 2023 | |||||||
Debt Instrument, Maturity Date | Apr. 23, 2024 | Feb. 23, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Seven [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Aug. 30, 2023 | Aug. 30, 2023 | |||||||
Debt Instrument, Maturity Date | Apr. 29, 2024 | Feb. 29, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Eight [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Sep. 06, 2023 | Sep. 06, 2023 | |||||||
Debt Instrument, Maturity Date | May 06, 2024 | Jan. 06, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Nine [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Sep. 13, 2023 | Sep. 13, 2023 | |||||||
Debt Instrument, Maturity Date | May 13, 2024 | Jan. 13, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Ten [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Nov. 03, 2023 | Nov. 03, 2023 | |||||||
Debt Instrument, Maturity Date | May 03, 2024 | Jan. 03, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Eleven [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Nov. 21, 2023 | Nov. 21, 2023 | |||||||
Debt Instrument, Maturity Date | May 21, 2024 | Jan. 21, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Twelve [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Dec. 04, 2023 | Dec. 04, 2023 | |||||||
Debt Instrument, Maturity Date | Jun. 04, 2024 | Feb. 04, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Thirteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Dec. 13, 2023 | Dec. 13, 2023 | |||||||
Debt Instrument, Maturity Date | Jun. 13, 2024 | Feb. 13, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Fourteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Dec. 18, 2023 | Dec. 18, 2023 | |||||||
Debt Instrument, Maturity Date | Jun. 18, 2024 | Feb. 18, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Fifteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Dec. 20, 2023 | Dec. 20, 2023 | |||||||
Debt Instrument, Maturity Date | Jun. 20, 2024 | Feb. 20, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 55,000 | $ 55,000 | |||||||
Note Holder Sixteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Dec. 27, 2023 | Dec. 27, 2023 | |||||||
Debt Instrument, Maturity Date | Jun. 27, 2024 | Feb. 27, 2024 | |||||||
Shares Issued with Debt | |||||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Debt Instrument, Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Seventeen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Jan. 05, 2024 | ||||||||
Debt Instrument, 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 Eighteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Jan. 16, 2024 | ||||||||
Debt Instrument, 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 Nineteen [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Jan. 25, 2024 | ||||||||
Debt Instrument, 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 Twenty [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Feb. 07, 2024 | ||||||||
Debt Instrument, 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 Twenty One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Feb. 20, 2024 | ||||||||
Debt Instrument, 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 Twenty Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Feb. 28, 2024 | ||||||||
Debt Instrument, Maturity Date | Jun. 28, 2024 | ||||||||
Shares Issued with Debt | [5] | 52,000 | |||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Debt Instrument, Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Mar. 08, 2024 | ||||||||
Debt Instrument, Maturity Date | Jul. 08, 2024 | ||||||||
Shares Issued with Debt | [5] | 52,000 | |||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Debt Instrument, Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Mar. 15, 2024 | ||||||||
Debt Instrument, Maturity Date | Jul. 15, 2024 | ||||||||
Shares Issued with Debt | [5] | 52,000 | |||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Debt Instrument, Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Mar. 26, 2024 | ||||||||
Debt Instrument, Maturity Date | Jul. 26, 2024 | ||||||||
Shares Issued with Debt | [5] | 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 | $ 2,009,896 | ||||||
Collateral amount | $ 352,569 | $ 361,762 | |||||||
Notes Payable [Member] | Related Party [Member] | Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
[custom:IssuanceOfSharesOwnershipPercentage] | 20% | 9.99% | |||||||
Notes Payable One [Member] | Vehicles [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt Instrument, Issuance Date | Jan. 15, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 09, 2019 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Dec. 15, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Dec. 16, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jan. 11, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jan. 11, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jan. 11, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jan. 11, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Feb. 08, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Feb. 08, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Feb. 08, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Feb. 08, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 05, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Aug. 04, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Aug. 04, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Nov. 01, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Nov. 01, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Nov. 01, 2021 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jun. 01, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Jun. 01, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 27, 2022 | ||||||||
Debt Instrument, 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] | |||||||||
Debt Instrument, Issuance Date | Apr. 27, 2022 | ||||||||
Debt Instrument, 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 global amendment for Notes #1, #2 and #3. 9.99 190,722 |
Schedule of Detailed Company__2
Schedule of Detailed Company’s Notes Payable (Details) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Common Stock [Member] | ||
[custom:StockIssuedAsDebtIssuedCostShares] | 190,722 | 400,000 |
Schedule of Loss on Debt Exting
Schedule of Loss on Debt Extinguishment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Loss on debt extinguishment - related party | $ 291,000 | ||
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of debt and common stock on extinguishment date | [1],[2] | 1,791,000 | |
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 1.94 150,000 291,000 1.94 |
Schedule of Loss on Debt Exti_2
Schedule of Loss on Debt Extinguishment (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Short-Term Debt [Line Items] | |||
Gain (Loss) on Extinguishment of Debt | $ 291,000 | ||
Share Price | $ 0.00001 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Gain (Loss) on Extinguishment of Debt | $ 291,000 | ||
Notes Payable One [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Share Price | $ 1.94 | ||
Lender [Member] | Notes Payable One [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 150,000 |
Schedule of Notes Payable Non -
Schedule of Notes Payable Non - Vehicles (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||||
Collateral amount | ||||||
Notes payable | $ 6,237,234 | $ 4,802,115 | ||||
Balance - December 31, 2023 | 4,802,115 | |||||
Amortization of debt discount | (535,182) | (1,403,244) | ||||
Repayments | (262,500) | (657,719) | ||||
Balance - March 31, 2024 | $ 6,237,234 | $ 4,802,115 | ||||
Note Holder One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes issuance date | Apr. 19, 2023 | Apr. 19, 2023 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | 18% | ||||
Debt instrument collateral | All assets | All assets | ||||
Collateral amount | $ 1,500,000 | $ 1,500,000 | ||||
Interest rate stated percentage | 10% | 10% | ||||
Non Vehicles [Member] | Note Holder One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes issuance date | Apr. 16, 2023 | Apr. 16, 2023 | ||||
Debt instrument maturity date description | December 12, 2024 | December 12, 2024 | ||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | |||||
Debt instrument collateral | All assets | All assets | ||||
Collateral amount | $ 69,253 | $ 141,961 | ||||
Collateral amount | 11,351 | 15,521 | ||||
Notes payable | 57,902 | 126,440 | ||||
Balance - December 31, 2023 | 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) | ||||
Balance - March 31, 2024 | $ 57,902 | $ 126,440 | ||||
Interest rate stated percentage | 6.50% | |||||
[1]approximately 10% |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
2024 (9 Months) | $ 6,911,996 | |
2024 | 282,858 | $ 5,748,343 |
2025 | 55,827 | 282,212 |
2026 | 13,884 | 55,827 |
Total | 7,264,565 | 6,101,833 |
2027 | 15,451 | |
Vehicles [Member] | ||
Short-Term Debt [Line Items] | ||
2024 (9 Months) | 616,860 | |
2024 | 282,858 | 819,788 |
2025 | 55,827 | 282,212 |
2026 | 13,884 | 55,827 |
Total | 969,429 | 1,173,278 |
2027 | 15,451 | |
Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
2024 (9 Months) | 57,902 | |
2024 | 126,440 | |
2025 | ||
2026 | ||
Total | 57,902 | 126,440 |
2027 | ||
Notes Payable [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
2024 (9 Months) | 6,237,234 | |
2024 | 4,802,115 | |
2025 | ||
2026 | ||
Total | $ 6,237,234 | 4,802,115 |
2027 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
May 11, 2024 | May 09, 2024 | Apr. 01, 2024 | Jan. 17, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of common stock | $ 25,308 | $ 25,308 | ||||||||||||
Share price | $ 0.00001 | |||||||||||||
Debt issuance costs | $ 535,182 | 1,403,244 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 291,000 | |||||||||||||
[custom:CommonStockSharesIssuable] | 440,000 | 260,000 | ||||||||||||
Net proceeds | $ 250,000 | 2,191,308 | ||||||||||||
Proceeds from Related Party Debt | 4,590,600 | |||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 1,000,000 | |||||||||||||
Payments for line of credit facility | $ 1,008,813 | 1,008,813 | ||||||||||||
Payments for line of credit facility, principal value | 1,000,000 | 1,000,000 | ||||||||||||
Payments for line of credit facility, interest | $ 8,813 | 8,813 | ||||||||||||
Line of credit limit | 0 | 3,000,000 | ||||||||||||
Outstanding borrowings | 0 | $ 3,000,000 | ||||||||||||
Line of credit facility interest rate during period | 5.75% | |||||||||||||
Interest expense | $ 659,153 | 49,749 | 1,719,296 | $ 98,834 | ||||||||||
Next NRG Holding Corp [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of common stock | $ 1 | |||||||||||||
Share price | $ 0.00001 | |||||||||||||
Debt issuance costs | $ 438,393 | |||||||||||||
Advances received | 1,365,000 | 3,835,000 | ||||||||||||
Imputed interest expense | 742 | |||||||||||||
Borrowings | $ 3,835,000 | |||||||||||||
Interest rate, description | The notes bear interest ranging from 4-5%, with an additional 5-6% of imputed interest (9%-11% in total) | |||||||||||||
Imputed interest expense | $ 74,559 | 1,732 | ||||||||||||
Interest expense | 673,630 | $ 123,855 | 3,463 | |||||||||||
Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face amount | $ 495,000 | $ 1,375,000 | ||||||||||||
Original issue discount | 45,000 | 125,000 | ||||||||||||
Increase in accrued interest | 3,000,000 | 3,000,000 | ||||||||||||
Net proceeds | $ 450,000 | $ 1,250,000 | ||||||||||||
Subsequent Event [Member] | Next NRG Holding Corp [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of common stock | $ 3,700,000 | |||||||||||||
Interest rate | 7% | |||||||||||||
Majority Stockholders [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Ownership percentage | 20% | |||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 8% | 8% | ||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 18% | 18% | ||||||||||||
Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 291,000 | |||||||||||||
Interest payable | 137,211 | 72,428 | ||||||||||||
Net proceeds | 1,250,000 | |||||||||||||
Notes payable current | 6,237,234 | 4,802,115 | ||||||||||||
Related Party [Member] | Next NRG Holding Corp [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Net proceeds | 1,365,000 | |||||||||||||
Notes payable current | 5,234,650 | 3,869,650 | 34,650 | |||||||||||
Imputed interest expense | 742 | 74,559 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||
Stock issued for cash - related party, shares | 8,393 | 8,393 | ||||||||||||
Fair value of common stock | $ 1 | $ 1 | ||||||||||||
Share price | $ 24.08 | |||||||||||||
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] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price | $ 28.51 | |||||||||||||
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] | ||||||||||||||
Stock issued for cash - related party, shares | 156,000 | 156,000 | ||||||||||||
Michael Farkas [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Controlling interest rate | 20% | 20% | ||||||||||||
Chief Executive Officer [Member] | Next NRG Holding Corp [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Borrowings | $ 3,835,000 | $ 34,650 | ||||||||||||
Note Holder One [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 | $ 1.54 | ||||||||||||
Share price | $ 0.70 | |||||||||||||
Increase in accrued interest | $ 10,000,000 | |||||||||||||
Note Holder One [Member] | Non Vehicles [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face amount | $ 275,250 | $ 275,250 | ||||||||||||
Debt issuance costs | $ (4,170) | (9,729) | ||||||||||||
Proceeds from debt net of issuance costs | $ 25,250 | $ 25,250 | ||||||||||||
Interest rate | 8.90% | 8.90% | ||||||||||||
Deb iInstrument repaid principal | $ 275,250 | $ 275,250 | ||||||||||||
Interest payable | 25,250 | 25,250 | ||||||||||||
Net proceeds | $ 250,000 | $ 250,000 | ||||||||||||
Interest rate | 10% | |||||||||||||
Note Holder One [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 | |||||||||||||
Debt Issuance Costs, Net | 27,500 | |||||||||||||
Proceeds from Related Party Debt | 192,131 | |||||||||||||
Note Holder One [Member] | Related Party [Member] | Non Vehicles [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Net proceeds | $ 250,000 | |||||||||||||
Note Holder One [Member] | Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of common stock | $ 256,000 | |||||||||||||
Share price | $ 2.56 | |||||||||||||
Debt issuance costs | $ 546,000 | |||||||||||||
Note Holder One [Member] | Common Stock [Member] | Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 100,000 | |||||||||||||
Note Holder One [Member] | Lender [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 250,000 | |||||||||||||
Number of redeemed, shares | 150,000 | |||||||||||||
Controlling interest rate | 5% | 5% | ||||||||||||
Note Holder Two And Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Increase in accrued interest | 15,000,000 | |||||||||||||
Note Holder Two And Three [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Increase in accrued interest | $ 15,000,000 | |||||||||||||
Note Holder Two [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 | |||||||||||||
Share price | $ 0.70 | |||||||||||||
Increase in accrued interest | $ 10,000,000 | |||||||||||||
Proceeds from debt net of issuance costs | 511,100 | |||||||||||||
Note Holder Two [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt conversion price | $ 1.23 | |||||||||||||
Increase in accrued interest | $ 10,000,000 | |||||||||||||
Note Holder Two [Member] | Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of common stock | $ 406,500 | |||||||||||||
Share price | $ 2.71 | |||||||||||||
Debt issuance costs | $ 495,400 | |||||||||||||
Note Holder Two [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price | $ 0.70 | |||||||||||||
Note Holder Two [Member] | Lender [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 150,000 | |||||||||||||
Controlling interest rate | 5% | 5% | ||||||||||||
Note Holder Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face amount | $ 320,000 | $ 320,000 | $ 320,000 | |||||||||||
Original issue discount | 48,000 | |||||||||||||
Stock issued for cash - related party, shares | 180,000 | |||||||||||||
Fair value of common stock | 270,000 | |||||||||||||
Debt issuance costs | $ 320,000 | $ 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 Three [Member] | Subsequent Event [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 180,000 | |||||||||||||
Fair value of common stock | $ 270,000 | |||||||||||||
Debt conversion price | $ 1.23 | |||||||||||||
Increase in accrued interest | $ 10,000,000 | |||||||||||||
Trading price | $ 1.50 | |||||||||||||
Issuance of shares percentage | 9.99% | |||||||||||||
Note Holder Three [Member] | Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price | $ 0.70 | |||||||||||||
Note Holder Three [Member] | Lender [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 260,000 | |||||||||||||
Fair value of common stock | $ 539,760 | |||||||||||||
Controlling interest rate | 5% | 5% | ||||||||||||
Trading price | $ 2.076 | |||||||||||||
Issuance of shares percentage | 9.99% | |||||||||||||
Noteholder One Two And Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Stock issued for cash - related party, shares | 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 issuance costs | $ 470,893 | |||||||||||||
Share 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] | ||||||||||||||
Stock issued for cash - related party, shares | 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 Four [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Face amount | $ 2,585,000 | |||||||||||||
Original issue discount | 235,000 | |||||||||||||
Increase in accrued interest | 3,000,000 | |||||||||||||
Proceeds from debt net of issuance costs | $ 2,350,000 | |||||||||||||
Note Holder Four [Member] | Minimum [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 8% | |||||||||||||
Note Holder Four [Member] | Maximum [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 18% | |||||||||||||
Note Holder Four [Member] | Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price | $ 0.70 | |||||||||||||
Note Holder Four [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 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Operating lease liability | $ 267,227 | $ 316,008 | $ 546,022 | |
Weighted average remaining lease term | 1 year | 1 year 3 months | 2 years 3 months | |
Weighted average discount rate | 5% | 5% | 5% | |
Nonrelated Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Operating lease - right-of-use asset - non-current | $ 239,542 | $ 297,394 | $ 521,782 | |
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, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Amortization of right-of-use operating lease asset | $ 57,852 | $ 55,038 | $ 224,388 | $ 213,415 | ||
Lease liability expense in connection with obligation repayment | 3,592 | 6,406 | 21,389 | 32,362 | ||
Total operating lease costs | 61,444 | 61,444 | ||||
Operating cash outflows from operating lease (obligation payment) | $ 21,773 | 52,373 | 51,461 | 251,403 | 246,538 | |
Right-of-use asset obtained in exchange for new operating lease liability | 735,197 | |||||
Total operating lease costs | 245,777 | 245,777 | ||||
Avishai Vaknin [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Amortization of right-of-use operating lease asset | 18,388 | 30,160 | ||||
Lease liability expense in connection with obligation repayment | 3,434 | 6,212 | ||||
Total operating lease costs | 21,822 | 36,372 | ||||
Operating cash outflows from operating lease (obligation payment) | $ 6,955 | 20,865 | 34,775 | |||
Right-of-use asset obtained in exchange for new operating lease liability | $ 316,557 |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-Cancellable Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||
2024 (9 Months) | $ 204,041 | ||
2024 | 69,421 | $ 256,414 | |
2025 | 69,421 | ||
Total undiscounted cash flows | 273,462 | 325,835 | |
Less: amount representing interest | (6,235) | (9,827) | |
Present value of operating lease liability | 267,227 | 316,008 | $ 546,022 |
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Less: current portion of operating lease liability | 246,880 | 246,880 | 230,014 |
Long-term operating lease liability | 20,347 | 69,128 | 316,008 |
Avishai Vaknin [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
2024 (9 Months) | 63,638 | ||
2024 | 87,038 | 84,503 | |
2025 | 89,650 | 87,038 | |
2026 | 53,199 | 89,650 | |
Total undiscounted cash flows | 293,525 | 314,390 | |
Less: amount representing interest | (22,962) | (26,396) | |
Present value of operating lease liability | 270,563 | 287,994 | |
Less: current portion of operating lease liability | 73,595 | 72,034 | |
Long-term operating lease liability | 196,968 | ||
2027 | 53,199 | ||
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Less: current portion of operating lease liability | 73,595 | 72,034 | |
Long-term operating lease liability | $ 196,968 | $ 215,960 |
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 shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 03, 2021 ft² | |
Loss Contingencies [Line Items] | ||||||||||
Finance Lease, Liability | $ 0 | |||||||||
Area of Land | ft² | 5,778 | 5,778 | ||||||||
Lessee, operating lease, term of contract | 39 months | |||||||||
Operating Lease, Payments | $ 21,773 | $ 52,373 | $ 51,461 | 251,403 | $ 246,538 | |||||
Payments for rent | 14,743 | |||||||||
Lease right of use asset | 735,197 | |||||||||
Number of shares granted, value | $ 147,334 | 116,250 | $ 1,215,365 | $ 1,309,524 | ||||||
Closing trading price, maximum | $ / shares | $ 0.00001 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 254,824 | 71,558 | ||||||||
Shares remain unvested | shares | 65,000 | 65,000 | ||||||||
Payment of financing and stock issuance costs | 25,308 | $ 25,308 | ||||||||
Total monthly lease payment | $ 21,773 | |||||||||
Stock vested, value | $ 23,920 | |||||||||
Number of shares granted | shares | 71,558 | |||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Shares remain unvested | shares | 32,500 | 32,500 | ||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Shares remain unvested | shares | 32,500 | 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] | ||||||||||
Number of shares granted, value | $ 65 | $ 5 | ||||||||
Closing trading price, maximum | $ / shares | $ 24.08 | |||||||||
Payment of financing and stock issuance costs | $ 717,600 | |||||||||
Number of shares granted | shares | 6,510 | 672,464 | 45,932 | |||||||
Number of shares issued for services | shares | 939 | 100,000 | 4,268 | |||||||
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] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 10,417 | |||||||||
Number of shares granted, value | $ 40,000 | |||||||||
Closing trading price, maximum | $ / shares | $ 3.84 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 665,600 | |||||||||
Stock issuance cost | 52,000 | |||||||||
Common stock vested, shares | shares | 10,417 | |||||||||
Common stock received, value | $ 40,000 | |||||||||
Stock vested, value | 665,600 | |||||||||
Common Stock [Member] | Non Independent Director [Member] | Employment Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock issuance cost | $ 65,000 | |||||||||
Common Stock [Member] | Chief Technology Officer [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Closing trading price, maximum | $ / shares | $ 2.56 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 325,000 | |||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 832,000 | |||||||||
Shares remain unvested | shares | 260,000 | |||||||||
Stock issuance cost | $ 52,000 | |||||||||
Payment of financing and stock issuance costs | $ 717,600 | |||||||||
Common stock vested, shares | shares | 325,000 | 260,000 | ||||||||
Stock vested, value | $ 832,000 | |||||||||
Common Stock [Member] | Board Of Directors [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 220,840 | |||||||||
Stock issuance cost | $ 207,083 | $ 238,334 | ||||||||
Number of shares granted | shares | 220,840 | |||||||||
Number of shares issued for services | shares | 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 | |||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | 455,000 | |||||||||
Avishai Vaknin [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Area of Land | ft² | 1,200 | |||||||||
Lessee, operating lease, term of contract | 48 months | |||||||||
Operating Lease, Payments | $ 6,955 | $ 20,865 | 34,775 | |||||||
Lease right of use asset | 316,557 | |||||||||
Lease right of use asset | 316,557 | $ 268,009 | $ 286,397 | |||||||
Total monthly lease payment | $ 6,955 |
Schedule of Company Nonvested S
Schedule of Company Nonvested Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 71,558 | |||
Weighted Average Grant Date Fair Value Granted | |||||
Number of Shares Vested | (260,000) | (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 | 39,698 | ||
Weighted Average Grant Date Fair Value Beginning | $ 2.17 | $ 0.56 | $ 3.27 | ||
Number of Shares Granted | 826,384 | 120,850 | |||
Weighted Average Grant Date Fair Value Granted | $ 2.31 | $ 5.04 | |||
Number of Shares Vested | (261,745) | (50,693) | |||
Weighted Average Grant Date Fair Value Vested | $ 2.69 | $ 21.52 | |||
Number of Shares Cancelled/Forfeited | (384,278) | (4,375) | |||
Weighted Average Grant Date Fair Value Cancelled/Forfeited | $ 2.21 | $ 16 | |||
Number of Shares Ending | 285,841 | 285,841 | 285,841 | 105,480 | 39,698 |
Weighted Average Grant Date Fair Value Ending | $ 2.17 | $ 2.17 | $ 2.17 | $ 0.56 | $ 3.27 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of Options Beginning | 93,481 | 21,923 | |
Weighted Average Exercise Price, Beginning | $ 7.62 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Options | 3 years 8 months 4 days | 3 years 3 months | |
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 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable | 3 years 5 months 19 days | 3 years 3 months | |
Aggregate Intrinsic Value Vested and Exercisable Ending | |||
Weighted average grant date fair value Vested and Exercisable Ending | |||
Number of Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | |
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 | |||
Stock options, shares | 254,824 | 71,558 | |
Weighted Average Exercise Price, Granted | $ 6.97 | $ 5.59 | |
Weighted average grant date fair value Granted | $ 0.29 | $ 4.99 | |
Number of Options Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options Cancelled/Forfeited | (348,306) | ||
Weighted Average Exercise Price, Cancelled/Forfeited | $ 7.14 | ||
Number of Options Ending | 93,481 | 21,923 | |
Weighted Average Exercise Price, Ending | $ 7.62 | $ 14.24 | |
Aggregate Intrinsic Value Ending | |||
Number of Shares Ending | 64,823 | ||
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | $ 14.24 | |
Number of Options Unvested and non-exercisable Ending | 28,658 | 21,923 | |
Weighted Average Grant Date Fair Value Ending | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | |||
Number of Options Cancelled/Forfeited | 348,306 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Expected term (years) | 5 years | 5 years |
Expected volatility, minimum | 59% | |
Expected volatility, maximum | 62% | |
Expected dividend | 0% | 0% |
Risk free interest rate | 4% | 1.64% |
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 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Options Beginning | 93,481 | 21,923 | ||
Weighted Average Exercise Price, Beginning | $ 7.62 | $ 14.24 | ||
Weighted Average Remaining Contractual Term (years), Options Beginning | 3 years 8 months 4 days | 3 years 3 months | ||
Aggregate Intrinsic Value Beginning | ||||
Number of Shares Beginning | 64,823 | |||
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | $ 14.24 | ||
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 3 years 5 months 19 days | 3 years 3 months | ||
Aggregate Intrinsic Value Vested and Exercisable Ending | ||||
Number of Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | ||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | |||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | ||||
Stock options, shares | 254,824 | 71,558 | ||
Number of Warrants Exercised | ||||
Number of Warrants Cancelled/Forfeited | (348,306) | |||
Number of Options Ending | 93,481 | 21,923 | ||
Weighted Average Exercise Price, Ending | $ 7.62 | $ 14.24 | ||
Aggregate Intrinsic Value Ending | ||||
Number of Shares Ending | 64,823 | |||
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 8.45 | $ 14.24 | ||
Number of Options Unvested and non-exercisable Ending | 28,658 | 21,923 | ||
Weighted Average Grant Date Fair Value Ending | $ 5.74 | |||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | ||||
Number of Warrants Cancelled/Forfeited | 348,306 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of Options Beginning | 203,629 | 203,629 | 203,629 | |
Weighted Average Exercise Price, Beginning | $ 4.15 | $ 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 | 3 years 2 months 19 days |
Aggregate Intrinsic Value Beginning | $ 36,030 | $ 36,030 | $ 82,756 | |
Number of Shares Beginning | 203,629 | 203,629 | ||
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 4.15 | $ 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 | 3 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 | 203,629 | |||
Weighted Average Grant Date Fair Value Beginning | ||||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | ||||
Stock options, shares | ||||
Number of Warrants Exercised | ||||
Number of Warrants Cancelled/Forfeited | ||||
Number of Options Ending | 203,629 | 203,629 | 203,629 | 203,629 |
Weighted Average Exercise Price, Ending | $ 4.15 | $ 4.15 | $ 4.15 | $ 4.15 |
Aggregate Intrinsic Value Ending | $ 42,727 | $ 36,030 | $ 36,030 | $ 82,756 |
Number of Shares Ending | 203,629 | 203,629 | 203,629 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 4.15 | $ 4.15 | $ 4.15 | $ 4.15 |
Number of Options Unvested and non-exercisable Ending | 203,629 | |||
Weighted Average Grant Date Fair Value Ending | ||||
Aggregate Intrinsic Value Unvested and non-exercisable Ending | ||||
Number of Warrants Cancelled/Forfeited |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
May 11, 2024 | Apr. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 01, 2024 | Apr. 27, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 50,000,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock. voting rights | none | none | |||||||
Dividends, Preferred Stock | $ 0 | $ 0 | |||||||
Preferred Stock, Liquidation Preference, Value | $ 0 | $ 0 | |||||||
Preferred Stock, Redemption Price Per Share | $ 0 | $ 0 | |||||||
Preferred Stock, Convertible, Conversion Price | $ 0 | $ 0 | |||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 500,000,000 | |||||
Common stock, shares outstanding | 4,708,192 | 4,776,531 | 3,335,674 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | Voting at 1 vote per share | ||||||||
Stock issued for cash - related party | $ 25,308 | $ 25,308 | |||||||
Share price | $ 0.00001 | ||||||||
Stock issued for service, value | 272,750 | ||||||||
Number of shares granted, value | $ 147,334 | 116,250 | $ 1,215,365 | $ 1,309,524 | |||||
Stock options, shares | 254,824 | 71,558 | |||||||
Stock option grant date fair value | $ 23,920 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Common stock, shares issued | 4,708,192 | 4,776,531 | 3,335,674 | ||||||
Stock issued for acquisition, value | $ 50,000 | ||||||||
Number of shares granted | 71,558 | ||||||||
Fair value adjustment of stock options | $ 357,400 | ||||||||
Number of shares cancellation | 348,306 | ||||||||
Number of shares Vested | 65,000 | 65,000 | |||||||
Expected term (years) | 5 years | 5 years | |||||||
Expected volatility | 62% | ||||||||
Expected dividend | 0% | 0% | |||||||
Risk free interest rate | 4% | 1.64% | |||||||
Next NRG Holding Corp [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 100,000 | 100,000 | |||||||
Common stock, shares outstanding | 100,000 | 100,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Stock issued for cash - related party | $ 1 | ||||||||
Share price | $ 0.00001 | ||||||||
Accrued salary | $ 209,106 | ||||||||
Common stock, shares issued | 100,000 | 100,000 | |||||||
Stock-based compensation expense | $ 190,312 | ||||||||
Next NRG Holding Corp [Member] | Common Class A [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, shares outstanding | 15,000,000 | 0 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares issued | 17,700,000 | 0 | |||||||
Next NRG Holding Corp [Member] | Common Class B [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, shares outstanding | 10,000,000 | 0 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares issued | 11,800,000 | 0 | |||||||
Next NRG Holding Corp [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||
Preferred stock, par value | $ 0.00001 | ||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||
Common stock, par value | $ 0.00001 | ||||||||
Stock issued for cash - related party | $ 3,700,000 | ||||||||
Next NRG Holding Corp [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | ||||||||
Next NRG Holding Corp [Member] | Subsequent Event [Member] | Common Class B [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | ||||||||
Restricted Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 176,800 | ||||||||
Weighted average period for recognition | 1 year 3 months 14 days | 1 year 3 months 7 days | |||||||
Number of shares granted, value | $ 147,334 | $ 192,061 | |||||||
Stock options, shares | 826,384 | 120,850 | |||||||
Unrecognized stock compensation expense related to restricted stock | $ 324,134 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares granted, value | $ 73,920 | ||||||||
Stock options, shares | 254,824 | 28,572 | |||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 73,920 | ||||||||
Share based compensation | 7,973 | ||||||||
Changes in stock option | $ 0 | ||||||||
Number of shares granted | 254,825 | ||||||||
Number of shares vested | $ 153,125 | ||||||||
Number of shares cancellation | 36,736 | ||||||||
Stock-based compensation expense | $ 9,375 | ||||||||
Nonvesting in service based grants | $ 14,063 | ||||||||
Lender [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued for cash - related party, shares | 156,000 | 156,000 | |||||||
Chief Executive Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock options, shares | 54,824 | ||||||||
Accrued salary | $ 50,000 | ||||||||
Consultants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock options, shares | 6,250 | ||||||||
Number of shares granted | 200,000 | ||||||||
Stock option grant date fair value | $ 7,400 | ||||||||
Number of shares Vested | 3,125 | ||||||||
Stock option vest fair value | $ 3,700 | ||||||||
Number of shares non vested | 3,125 | ||||||||
Stock option non vest fair value | 3,700 | ||||||||
Officers And Directors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock options, shares | 65,308 | ||||||||
Number of shares granted fair value | $ 350,000 | ||||||||
Stock based compensation expense | $ 1,525,146 | 1,412,283 | |||||||
Related Party [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock-based compensation expense | $ 1,215,365 | $ 694,524 | |||||||
Related Party [Member] | Common Class A [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock. voting rights | 1 | 1 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares issued | 15,000,000 | ||||||||
Related Party [Member] | Common Class B [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock. voting rights | 10 | 10 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||||||
Common stock, shares issued | 10,000,000 | ||||||||
Notes Payable One [Member] | Lender [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Controlling interest rate | 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] | |||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock, shares outstanding | 4,708,192 | 4,516,531 | 3,335,674 | ||||||
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 cash - related party, shares | 8,393 | 8,393 | |||||||
Stock issued for cash - related party | $ 1 | $ 1 | |||||||
Share price | $ 24.08 | ||||||||
Percentage of commission | 3% | ||||||||
Deferred offering costs | $ 25,308 | ||||||||
Stock issued for service | 939 | 100,000 | 4,268 | ||||||
Stock issued for service, value | $ 11 | $ 102,759 | |||||||
Stock issued for service | 100,000 | 4,268 | |||||||
Number of shares granted, value | $ 65 | $ 5 | |||||||
Common stock, shares issued | 4,516,531 | 3,335,674 | |||||||
Stock issued for acquisition | 5,040 | ||||||||
Stock issued for acquisition, value | $ 1 | ||||||||
Number of shares granted | 6,510 | 672,464 | 45,932 | ||||||
Common Stock [Member] | Next NRG Holding Corp [Member] | Common Class A [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued for cash - related party | |||||||||
Common Stock [Member] | Next NRG Holding Corp [Member] | Common Class B [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued for cash - related party | |||||||||
Common Stock [Member] | Acquisition [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ 9.92 | ||||||||
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] | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, shares outstanding | 25,000,000 | 25,000,000 | |||||||
Share price | $ 28.51 | ||||||||
Stock issued for service | 672,464 | 45,932 | |||||||
Stock issued for service, value | $ 1,215,365 | $ 1,309,524 | |||||||
Common stock, shares issued | 29,500,000 | 29,500,000 | |||||||
Common Stock [Member] | Related Party [Member] | Common Class A [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, shares outstanding | 15,000,000 | 15,000,000 | |||||||
Common stock, shares issued | 17,700,000 | 17,700,000 | |||||||
Common Stock [Member] | Related Party [Member] | Common Class B [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||
Common stock, shares issued | 11,800,000 | 11,800,000 | |||||||
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 issued for cash - related party, shares | 190,722 | 660,000 | |||||||
Stock issued for cash - related party | $ 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 | |||
Dec. 31, 2023 | Nov. 02, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 10, 2023 | |
Number of shares issued vested | 260,000 | 260,000 | 260,000 | ||
Next NRG Holding Corp [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms | (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 | ||||
Number of shares issued vested | 35,000,000 | ||||
Material Definitive Agreement [Member] | Common Stock [Member] | Electric Vehicle And Battery [Member] | |||||
Number of shares issued vested | 30,000,000 | ||||
Next NRG Holding Corp [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Schedule of Unrealized Gains, L
Schedule of Unrealized Gains, Losses, and Fair Value (Details) - Corporate Bond Securities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized cost | $ 2,164,672 | |
Gross unrealized gains (loss) | (44,590) | |
Fair value | $ 2,120,082 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Balance - December 31, 2023 | $ 4,802,115 | |
Advances | 1,375,000 | 5,267,500 |
Debt discount | (345,893) | (1,608,900) |
Amortization of debt discount | 531,012 | 1,406,015 |
Repayments | (262,500) | |
Balance - March 31, 2024 | 6,237,234 | 4,802,115 |
Repayments notes payable | (262,500) | |
Nonrelated Party [Member] | ||
Balance - December 31, 2023 | ||
Balance - March 31, 2024 | 5,307,143 | |
Next NRG Holding Corp [Member] | ||
Balance - December 31, 2023 | 3,869,650 | 34,650 |
Debt discount | (1,227,500) | |
Amortization of debt discount | 438,393 | |
Balance - March 31, 2024 | 10,541,793 | 3,869,650 |
Proceeds notes payable | 8,792,500 | 3,835,000 |
Repayments notes payable | (1,331,250) | |
Next NRG Holding Corp [Member] | Related Party [Member] | ||
Balance - December 31, 2023 | 3,869,650 | 34,650 |
Debt discount | ||
Amortization of debt discount | ||
Balance - March 31, 2024 | 5,234,650 | 3,869,650 |
Proceeds notes payable | 3,835,000 | |
Proceeds notes payable | 1,365,000 | |
Repayments notes payable | ||
Next NRG Holding Corp [Member] | Nonrelated Party [Member] | ||
Balance - December 31, 2023 | ||
Debt discount | (1,227,500) | |
Amortization of debt discount | 438,393 | |
Balance - March 31, 2024 | 5,307,143 | |
Proceeds notes payable | 7,427,500 | |
Repayments notes payable | $ (1,331,250) |
Schedule of Company_s Notes Pay
Schedule of Company’s Notes Payable Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Short-Term Debt [Line Items] | ||||||
Notes payable, gross | ||||||
Unamortized debt discount | ||||||
Related Party [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, gross | $ 6,380,000 | $ 5,005,000 | ||||
Unamortized debt discount | 142,766 | 202,885 | ||||
Notes payable – related party | $ 6,237,234 | $ 4,802,115 | ||||
Note Holder One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Apr. 19, 2023 | Apr. 19, 2023 | ||||
Maturity Date | Apr. 19, 2024 | Apr. 19, 2024 | ||||
Shares Issued with Debt | 250,000 | [1],[2] | 250,000 | |||
Interest Rate | 10% | 10% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 1,500,000 | $ 1,500,000 | ||||
Note Holder Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Sep. 22, 2023 | Sep. 22, 2023 | [3] | |||
Maturity Date | Apr. 19, 2024 | Mar. 22, 2024 | [3] | |||
Shares Issued with Debt | 150,000 | [1],[2] | 150,000 | [3] | ||
Interest Rate | 10% | 10% | [3] | |||
Default Interest Rate | 18% | 18% | [3] | |||
Collateral | All assets | All assets | [3] | |||
Collateral amount | $ 600,000 | $ 600,000 | [3] | [3] | ||
Note Holder Three [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Oct. 13, 2023 | Oct. 13, 2023 | [4] | |||
Maturity Date | Apr. 19, 2024 | Jan. 13, 2024 | [4] | |||
Shares Issued with Debt | 440,000 | [1],[2] | 260,000 | [4] | ||
Interest Rate | 0% | 0% | [4] | |||
Default Interest Rate | 18% | 18% | [4] | |||
Collateral | All assets | All assets | [4] | |||
Collateral amount | $ 320,000 | $ 320,000 | [4] | [4] | ||
Note Holder Four [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Jul. 05, 2023 | Jul. 05, 2023 | ||||
Maturity Date | May 05, 2024 | Jan. 05, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 440,000 | $ 440,000 | ||||
Note Holder Five [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Aug. 02, 2023 | Aug. 02, 2023 | ||||
Maturity Date | Apr. 02, 2024 | Feb. 02, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 440,000 | $ 440,000 | ||||
Note Holder Six [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Aug. 23, 2023 | Aug. 23, 2023 | ||||
Maturity Date | Apr. 23, 2024 | Feb. 23, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 110,000 | $ 110,000 | ||||
Note Holder Seven [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Aug. 30, 2023 | Aug. 30, 2023 | ||||
Maturity Date | Apr. 29, 2024 | Feb. 29, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 165,000 | $ 165,000 | ||||
Note Holder Eight [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Sep. 06, 2023 | Sep. 06, 2023 | ||||
Maturity Date | May 06, 2024 | Jan. 06, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 220,000 | $ 220,000 | ||||
Note Holder Nine [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Sep. 13, 2023 | Sep. 13, 2023 | ||||
Maturity Date | May 13, 2024 | Jan. 13, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 110,000 | $ 110,000 | ||||
Note Holder Ten [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Nov. 03, 2023 | Nov. 03, 2023 | ||||
Maturity Date | May 03, 2024 | Jan. 03, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 165,000 | $ 165,000 | ||||
Note Holder Eleven [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Nov. 21, 2023 | Nov. 21, 2023 | ||||
Maturity Date | May 21, 2024 | Jan. 21, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 220,000 | $ 220,000 | ||||
Note Holder Twelve [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Dec. 04, 2023 | Dec. 04, 2023 | ||||
Maturity Date | Jun. 04, 2024 | Feb. 04, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 220,000 | $ 220,000 | ||||
Note Holder Thirteen [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Dec. 13, 2023 | Dec. 13, 2023 | ||||
Maturity Date | Jun. 13, 2024 | Feb. 13, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 165,000 | $ 165,000 | ||||
Note Holder Fourteen [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Dec. 18, 2023 | Dec. 18, 2023 | ||||
Maturity Date | Jun. 18, 2024 | Feb. 18, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 110,000 | $ 110,000 | ||||
Note Holder Fifteen [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Dec. 20, 2023 | Dec. 20, 2023 | ||||
Maturity Date | Jun. 20, 2024 | Feb. 20, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 55,000 | $ 55,000 | ||||
Note Holder Sixteen [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Issue Date | Dec. 27, 2023 | Dec. 27, 2023 | ||||
Maturity Date | Jun. 27, 2024 | Feb. 27, 2024 | ||||
Shares Issued with Debt | ||||||
Interest Rate | 8% | 8% | ||||
Default Interest Rate | 18% | 18% | ||||
Collateral | All assets | All assets | ||||
Collateral amount | $ 165,000 | $ 165,000 | ||||
[1] See discussion below regarding global amendment for Notes #1, #2 and #3. 9.99 |
Schedule of Notes Payable for V
Schedule of Notes Payable for Vehicles (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Balance - December 31, 2023 | $ 4,802,115 | |||
Repayments | (276,557) | (199,723) | (945,243) | |
Balance - March 31, 2024 | 6,237,234 | 4,802,115 | ||
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Balance - December 31, 2023 | 1,173,278 | $ 2,009,896 | 2,009,896 | 476,313 |
Acquisition of vehicles in exchange for notes payable | 2,166,643 | |||
Repayments | (203,849) | (836,618) | (633,060) | |
Balance - March 31, 2024 | $ 969,429 | $ 1,173,278 | $ 2,009,896 |
Schedule of the Company_s Notes
Schedule of the Company’s Notes Payable for Vehicles (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Notes payable | $ 4,802,115 | $ 6,237,234 | ||
Notes payable long term | 353,490 | 353,558 | 1,198,380 | |
Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 1,173,278 | 969,429 | 2,009,896 | $ 476,313 |
Notes payable current | 819,788 | 811,516 | ||
Notes payable long term | $ 353,490 | 1,198,380 | ||
Notes Payable Thirty [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jan. 15, 2021 | |||
Maturity Date | Nov. 15, 2025 | |||
Interest Rate | 11% | |||
Collateral | This vehicle | |||
Collateral amount | $ 28,370 | 40,976 | ||
Notes Payable Thirty Two [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 09, 2019 | |||
Maturity Date | Dec. 12, 2023 | |||
Interest Rate | 7.44% | |||
Collateral | This vehicle | |||
Collateral amount | 8,174 | |||
Notes Payable Thirty Three [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 09, 2019 | |||
Maturity Date | Dec. 12, 2023 | |||
Interest Rate | 7.44% | |||
Collateral | This vehicle | |||
Collateral amount | 6,986 | |||
Notes Payable Thirty Four [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 09, 2019 | |||
Maturity Date | Feb. 17, 2024 | |||
Interest Rate | 4.90% | |||
Collateral | This vehicle | |||
Collateral amount | $ 1,873 | 10,670 | ||
Notes Payable Thirty Five [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Dec. 15, 2021 | |||
Maturity Date | Dec. 18, 2024 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 37,823 | 74,357 | ||
Notes Payable Thirty Six [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Dec. 16, 2021 | |||
Maturity Date | Dec. 18, 2024 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 37,023 | 72,784 | ||
Notes Payable Thirty Seven [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jan. 11, 2022 | |||
Maturity Date | Jan. 25, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 40,911 | 83,505 | ||
Notes Payable Thirty Eight [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jan. 11, 2022 | |||
Maturity Date | Jan. 25, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 40,911 | 83,505 | ||
Notes Payable Thirty Nine [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jan. 11, 2022 | |||
Maturity Date | Jan. 25, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 40,911 | 83,505 | ||
Notes Payable Fourty [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jan. 11, 2022 | |||
Maturity Date | Jan. 25, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 40,911 | 83,505 | ||
Notes Payable Fourty One [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Feb. 08, 2022 | |||
Maturity Date | Feb. 10, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 43,046 | 78,585 | ||
Notes Payable Fourty Two [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Feb. 08, 2022 | |||
Maturity Date | Feb. 10, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 43,046 | 78,585 | ||
Notes Payable Fourty Three [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Feb. 08, 2022 | |||
Maturity Date | Feb. 10, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 43,944 | 80,226 | ||
Notes Payable Fourty Four [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Feb. 08, 2022 | |||
Maturity Date | Feb. 10, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 43,045 | 78,585 | ||
Notes Payable Fourty Five [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,157 | 86,271 | ||
Notes Payable Fourty Six [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,157 | 86,271 | ||
Notes Payable Fourty Seven [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 51,157 | 86,270 | ||
Notes Payable Fourty Eight [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,862 | 87,481 | ||
Notes Payable Fourty Nine [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,925 | 87,594 | ||
Notes Payable Fifty [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,925 | 87,594 | ||
Notes Payable Fifty One [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,925 | 87,594 | ||
Notes Payable Fifty Two [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 05, 2022 | |||
Maturity Date | Apr. 20, 2025 | |||
Interest Rate | 3.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 50,925 | 87,594 | ||
Notes Payable Fifty Three [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Aug. 04, 2022 | |||
Maturity Date | Aug. 18, 2025 | |||
Interest Rate | 4.99% | |||
Collateral | This vehicle | |||
Collateral amount | $ 20,837 | 32,536 | ||
Notes Payable Fifty Four [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Aug. 04, 2022 | |||
Maturity Date | Aug. 18, 2025 | |||
Interest Rate | 4.99% | |||
Collateral | This vehicle | |||
Collateral amount | $ 20,838 | 32,536 | ||
Notes Payable Fifty Five [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Nov. 01, 2021 | |||
Maturity Date | Nov. 11, 2025 | |||
Interest Rate | 4.84% | |||
Collateral | This vehicle | |||
Collateral amount | $ 17,913 | 26,578 | ||
Notes Payable Fifty Six [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Nov. 01, 2021 | |||
Maturity Date | Nov. 11, 2025 | |||
Interest Rate | 0% | |||
Collateral | This vehicle | |||
Collateral amount | $ 18,572 | 28,261 | ||
Notes Payable Fifty Seven [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Nov. 01, 2021 | |||
Maturity Date | Nov. 11, 2025 | |||
Interest Rate | 0% | |||
Collateral | This vehicle | |||
Collateral amount | $ 18,572 | 28,261 | ||
Notes Payable Fifty Eight [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jun. 01, 2022 | |||
Maturity Date | May 23, 2026 | |||
Interest Rate | 0.90% | |||
Collateral | This vehicle | |||
Collateral amount | $ 24,035 | 33,813 | ||
Notes Payable Fifty Nine [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Jun. 01, 2022 | |||
Maturity Date | May 23, 2026 | |||
Interest Rate | 0.90% | |||
Collateral | This vehicle | |||
Collateral amount | $ 24,032 | 33,813 | ||
Notes Payable Sixty [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 27, 2022 | |||
Maturity Date | May 10, 2027 | |||
Interest Rate | 9.05% | |||
Collateral | This vehicle | |||
Collateral amount | $ 107,047 | 132,246 | ||
Notes Payable Sixty One [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issue Date | Apr. 27, 2022 | |||
Maturity Date | May 01, 2026 | |||
Interest Rate | 8.50% | |||
Collateral | This vehicle | |||
Collateral amount | $ 73,585 | 101,237 | ||
Notes Payable [Member] | Vehicles [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes payable | 1,173,278 | 969,429 | $ 2,009,896 | |
Notes payable current | 811,516 | 616,860 | ||
Notes payable long term | $ 361,762 | $ 352,569 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
May 11, 2024 | Apr. 01, 2024 | Aug. 22, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||
Proceeds from issuance costs | $ 250,000 | $ 2,191,308 | ||||||
Listing value of requirred shares | 2,500,000 | |||||||
Original issuance discount amount | ||||||||
Long-Term Debt | $ 7,264,565 | 6,101,833 | ||||||
Cash | 48,613 | 226,985 | ||||||
New issuance, value | $ 25,308 | $ 25,308 | ||||||
Next NRG Holding Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash | 39,726 | |||||||
New issuance, value | $ 1 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Face amount | $ 495,000 | $ 1,375,000 | ||||||
Original issue discount | 45,000 | 125,000 | ||||||
Proceeds from issuance costs | 450,000 | 1,250,000 | ||||||
Increase in accrued interest | $ 3,000,000 | 3,000,000 | ||||||
Subsequent Event [Member] | Next NRG Holding Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note | 7% | |||||||
Cash | $ 5,500,000 | |||||||
New issuance, value | $ 3,700,000 | |||||||
Subsequent Event [Member] | Ez Fill Holdings Inc [Member] | Next NRG Holding Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Advance amount | 1,100,000 | |||||||
Original issuance discount amount | 100,000 | |||||||
Long-Term Debt | $ 1,000,000 | |||||||
Short-Term Debt, Description | The notes bear interest at 8% for the first nine (9) months outstanding, then increase to 18%. These advances are unsecured and considered short term. None of the advances are in default. | |||||||
Subsequent Event [Member] | Lender [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued for cash - related party, shares | 156,000 | 156,000 | ||||||
Subsequent Event [Member] | Michael Farkas [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Controlling interest rate | 20% | 20% | ||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note | 8% | 8% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.70 | $ 0.70 | ||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Promissory note | 18% | 18% |
Schedule of Purchase Price Allo
Schedule of Purchase Price Allocation at Fair Value (Details) - USD ($) | 12 Months Ended | ||
Mar. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash | $ 321,250 | ||
Full Service Fueling [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 321,250 | ||
Common stock | 50,000 | ||
Fair value of consideration transferred | 371,250 | ||
Palmdale Oil Company Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 334,394 | ||
Goodwill | 36,856 | ||
Palmdale Oil Company Inc [Member] | Vehicles [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 153,000 | ||
Palmdale Oil Company Inc [Member] | Customer Lists [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 66,413 | ||
Palmdale Oil Company Inc [Member] | Loading Rack License [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 58,857 | ||
Palmdale Oil Company Inc [Member] | Other Identifiable Intangibles [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | $ 56,124 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 11, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Issuance of stock, value | $ 50,000 | |
Palmdale Oil Company Inc [Member] | ||
Business Acquisition [Line Items] | ||
Payments to acquire | $ 321,250 | |
Cash | $ 3,750 | |
Consideration for acquisition, shares | 5,040 | |
Issuance of stock, value | $ 50,000 | |
Goodwill | $ 36,856 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Stock based compensation | $ 142,000 | $ 203,000 |
Intangibles | 719,000 | 908,000 |
Net operating loss carryforwards | 10,775,000 | 8,147,000 |
Lease liabilities | 80,000 | 138,000 |
Capitalized research expenditures | 367,000 | 354,000 |
Bad debt reserve | 21,000 | |
Other | 9,000 | 8,000 |
Total deferred tax assets | 12,113,000 | 9,758,000 |
Depreciation | (683,000) | (872,000) |
Prepaid assets | (47,000) | (34,000) |
Right-of-Use asset | (75,000) | (132,000) |
Total deferred tax liabilities | (805,000) | (1,038,000) |
Deferred Tax Assets | 11,308,000 | 8,720,000 |
Less: valuation allowance | (11,308,000) | (8,720,000) |
Net deferred tax asset recorded | ||
Less: valuation allowance | $ 11,308,000 | $ 8,720,000 |
Schedule of Income Tax Benefit
Schedule of Income Tax Benefit and Related Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (2,588,000) | (4,149,000) |
Total income tax provision (benefit) | (2,588,000) | (4,149,000) |
Less: valuation allowance | 2,588,000 | 4,149,000 |
Total Tax Provision |
Schedule of Reconciliation of P
Schedule of Reconciliation of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal income tax benefit - 21% | $ (2,199,000) | $ (3,676,000) |
State income tax expense (benefit) - 4.35% - net of federal effect | (455,000) | (761,000) |
Permanent differences – net | (25,000) | 255,000 |
Deferred adjustments | 91,000 | 33,000 |
Change in valuation allowance | 2,588,000 | 4,149,000 |
Total Tax Provision | ||
Next NRG Holding Corp [Member] | ||
Federal income tax benefit - 21% | (125,000) | (3,000) |
Change in valuation allowance | 109,000 | 3,000 |
Total Tax Provision | ||
Non-deductible items | 16,000 | |
Subtotal | $ (109,000) | $ (3,000) |
Schedule of Reconciliation of_2
Schedule of Reconciliation of Provision for Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Effective Income Tax Rate Reconciliation, at State Income Tax Rate, Percent | 4.35% | 4.35% |
Next NRG Holding Corp [Member] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Schedule of Operating Loss Carr
Schedule of Operating Loss Carry Forwards (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 43,000,000 | $ 33,000,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities (Details) - Stat EI Inc [Member] - Next NRG Holding Corp [Member] | Jan. 31, 2024 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 1,800,000 |
Note payable | 3,700,000 |
Fair value of consideration transferred | 5,500,000 |
License agreements | 4,900,000 |
Trademarks/Tradenames | 600,000 |
Total assets acquired | 5,500,000 |
Total liabilities assumed | |
Total identifiable net assets | 5,500,000 |
Goodwill |
Schedule of Merketable Securiti
Schedule of Merketable Securities Related Party Measured at Fair Value (Details) - Next NRG Holding Corp [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities - related party | $ 326,135 | |
Total Assets | 326,135 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities - related party | 326,135 | |
Total Assets | 326,135 | |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities - related party | ||
Total Assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable securities - related party | ||
Total Assets |
Schedule of Marketable Securiti
Schedule of Marketable Securities Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Unrealized loss on marketable equity securities - related party | $ (27,160) | $ (5,255) | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Balance - December 31, 2023 | |||
Acquisition of marketable equity securities - related party | 345,893 | ||
Unrealized loss on marketable equity securities - related party | (19,758) | ||
Balance - March 31, 2024 | $ 326,135 |
Schedule of Trading Securities
Schedule of Trading Securities (Details) - Related Party [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Aggregate fair value | $ 326,135 | |
Cost basis | 345,893 | |
Unrealized losses | $ 19,758 | |
Shares held | 190,722 |
Marketable Securities _ Relat_3
Marketable Securities – Related Party (Details Narrative) - Related Party [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investment income | $ 345,893 | $ 0 |
Chief Executive Officer [Member] | Ez Fill Holdings Inc [Member] | ||
Equity Method Investment, Ownership Percentage | 20% |
Schedule of Note and Accrued In
Schedule of Note and Accrued Interest Receivable Related Party (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Allowance for doubtful accounts | $ (1,192,340) | $ (766,692) |
Allowance for doubtful accounts | (1,533,924) | (1,192,340) |
Next NRG Holding Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | 2,770,700 | 248,095 |
Allowance for doubtful accounts | (309,098) | (291,841) |
Advances | ||
Interest receivable | 4,443 | 17,257 |
Interest receivable | (4,443) | (17,257) |
Original issue discount on advances | ||
Accretion income | ||
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | 2,770,700 | |
Allowance for doubtful accounts | (313,541) | (309,098) |
Related Party [Member] | Next NRG Holding Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Note Receivable and Accrued Interest Receivable Related Party - Net Total | 2,582,675 | |
Advances | 1,375,000 | 2,585,000 |
Interest receivable | 64,831 | 54,150 |
Interest receivable | (64,831) | (54,150) |
Original issue discount on advances | (125,000) | (56,475) |
Accretion income | 418,724 | |
Note Receivable and Accrued Interest Receivable Related Party - Net Total | 4,316,230 | 2,582,675 |
Related Party [Member] | Ez Fill Holdings Inc. [Member] | Next NRG Holding Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | 2,582,675 | |
Advances | 1,375,000 | 2,585,000 |
Interest receivable | 64,831 | 54,150 |
Interest receivable | (64,831) | (54,150) |
Original issue discount on advances | (125,000) | (56,475) |
Accretion income | 418,724 | |
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | 4,316,230 | 2,582,675 |
Related Party [Member] | Balance Labs Inc. [Member] | Next NRG Holding Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | 309,098 | 291,841 |
Advances | ||
Interest receivable | 4,443 | 17,257 |
Interest receivable | (4,443) | (17,257) |
Original issue discount on advances | ||
Accretion income | ||
Note Receivable and Accrued Interest Receivable Related Party Balance Labs Inc | $ 313,541 | $ 309,098 |
Notes and Accrued Interest Re_3
Notes and Accrued Interest Receivable – Related Party (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Advances | $ 1,375,000 | $ 5,267,500 | ||
Accrued interest | 118,981 | $ 54,150 | ||
Interest income | 483,555 | $ 0 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accretion Income | $ 418,724 | $ 0 | ||
Ez Fill Holdings Inc. [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of shares percentage | 20% | |||
Ez Fill Holdings Inc. [Member] | Related Party [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable interest, maximum | 8% | |||
Ez Fill Holdings Inc. [Member] | Related Party [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable interest, maximum | 18% | |||
Balance Labs Inc. [Member] | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Advances | $ 185,000 | |||
Balance Labs Inc. [Member] | Related Party [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable interest, maximum | 8% | |||
Balance Labs Inc. [Member] | Related Party [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable interest, maximum | 10% |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles - net | $ 5,388,333 | |
Next NRG Holding Corp [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | (111,667) | |
Intangibles - net | 5,388,333 | |
Next NRG Holding Corp [Member] | Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles - gross | $ 4,900,000 | |
Intangible assets estimated useful lives | 15 years | |
Next NRG Holding Corp [Member] | Tradenames Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles - gross | $ 600,000 | |
Intangible assets estimated useful lives | 5 years |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense (Details) - Next NRG Holding Corp [Member] | Mar. 31, 2024 USD ($) |
2024 (9 Months) | $ 335,000 |
2025 | 446,668 |
2026 | 446,668 |
2027 | 446,668 |
2028 | 446,668 |
Thereafter | 3,266,661 |
Total | $ 5,388,333 |
Schedule of Company_s Notes P_2
Schedule of Company’s Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | ||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Notes payable, gross | |||||||||
Unamortized debt discount | |||||||||
Notes payable | $ 6,237,234 | $ 4,802,115 | |||||||
Proceeds from notes payable - related party | 250,000 | 2,191,308 | |||||||
Nonrelated Party [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Notes payable, gross | 6,096,250 | ||||||||
Unamortized debt discount | 789,107 | ||||||||
Notes payable | 5,307,143 | ||||||||
Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Interest Rate | 18% | ||||||||
Collateral | $ 605,000 | 326,135 | 0 | $ 190,722 | |||||
Collateral amount | $ 5,234,650 | 3,869,650 | |||||||
Imputed interest | 10% | 10% | |||||||
Notes payable | $ 10,541,793 | 3,869,650 | 34,650 | ||||||
Next NRG Holding Corp [Member] | Nonrelated Party [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Notes payable | 5,307,143 | ||||||||
Proceeds from notes payable - related party | $ 2,500,000 | ||||||||
Next NRG Holding Corp [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Interest Rate | 4% | 4% | |||||||
Default Interest Rate | 5% | 5% | |||||||
Next NRG Holding Corp [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Interest Rate | 5% | 5% | |||||||
Default Interest Rate | 6% | 6% | |||||||
Note Holder One [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Apr. 19, 2023 | Apr. 19, 2023 | |||||||
Maturity Date | Apr. 19, 2024 | Apr. 19, 2024 | |||||||
Interest Rate | 10% | 10% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 1,500,000 | $ 1,500,000 | |||||||
Note Holder One [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Jan. 01, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 8,600 | $ 8,600 | ||||||
Note Holder Two [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Sep. 22, 2023 | Sep. 22, 2023 | [2] | ||||||
Maturity Date | Apr. 19, 2024 | Mar. 22, 2024 | [2] | ||||||
Interest Rate | 10% | 10% | [2] | ||||||
Default Interest Rate | 18% | 18% | [2] | ||||||
Collateral | All assets | All assets | [2] | ||||||
Collateral amount | $ 600,000 | $ 600,000 | [2] | [2] | |||||
Note Holder Two [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Jan. 03, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 30 | $ 30 | ||||||
Note Holder Three [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Oct. 13, 2023 | Oct. 13, 2023 | [3] | ||||||
Maturity Date | Apr. 19, 2024 | Jan. 13, 2024 | [3] | ||||||
Interest Rate | 0% | 0% | [3] | ||||||
Default Interest Rate | 18% | 18% | [3] | ||||||
Collateral | All assets | All assets | [3] | ||||||
Collateral amount | $ 320,000 | $ 320,000 | [3] | [3] | |||||
Note Holder Three [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Mar. 04, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 20 | $ 20 | ||||||
Note Holder Four [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Jul. 05, 2023 | Jul. 05, 2023 | |||||||
Maturity Date | May 05, 2024 | Jan. 05, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 440,000 | $ 440,000 | |||||||
Note Holder Four [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | May 18, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 25 | $ 25 | ||||||
Note Holder Five [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Aug. 02, 2023 | Aug. 02, 2023 | |||||||
Maturity Date | Apr. 02, 2024 | Feb. 02, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 440,000 | $ 440,000 | |||||||
Note Holder Five [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Jun. 24, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 25 | $ 25 | ||||||
Note Holder Six [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Aug. 23, 2023 | Aug. 23, 2023 | |||||||
Maturity Date | Apr. 23, 2024 | Feb. 23, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Six [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Aug. 31, 2020 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 100 | $ 100 | ||||||
Note Holder Seven [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Aug. 30, 2023 | Aug. 30, 2023 | |||||||
Maturity Date | Apr. 29, 2024 | Feb. 29, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Seven [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Mar. 01, 2021 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 100 | $ 100 | ||||||
Note Holder Eight [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Sep. 06, 2023 | Sep. 06, 2023 | |||||||
Maturity Date | May 06, 2024 | Jan. 06, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Eight [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Apr. 19, 2021 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 250 | $ 250 | ||||||
Note Holder Nine [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Sep. 13, 2023 | Sep. 13, 2023 | |||||||
Maturity Date | May 13, 2024 | Jan. 13, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Nine [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Sep. 03, 2021 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 500 | $ 500 | ||||||
Note Holder Ten [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Nov. 03, 2023 | Nov. 03, 2023 | |||||||
Maturity Date | May 03, 2024 | Jan. 03, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Ten [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | Sep. 09, 2021 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 25,000 | $ 25,000 | ||||||
Note Holder Eleven [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Nov. 21, 2023 | Nov. 21, 2023 | |||||||
Maturity Date | May 21, 2024 | Jan. 21, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Eleven [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [1] | May 04, 2023 | |||||||
Maturity Date | [1] | May 31, 2024 | |||||||
Interest Rate | [1] | 10% | |||||||
Default Interest Rate | [1] | 0% | |||||||
Collateral | [1] | 0 | |||||||
Collateral | [1] | Unsecured | |||||||
Collateral amount | [1] | $ 15,000 | $ 15,000 | ||||||
Note Holder Twelve [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Dec. 04, 2023 | Dec. 04, 2023 | |||||||
Maturity Date | Jun. 04, 2024 | Feb. 04, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 220,000 | $ 220,000 | |||||||
Note Holder Twelve [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | May 30, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 100,000 | $ 100,000 | ||||||
Note Holder Thirteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Dec. 13, 2023 | Dec. 13, 2023 | |||||||
Maturity Date | Jun. 13, 2024 | Feb. 13, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Thirteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Jun. 07, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 100,000 | $ 100,000 | ||||||
Note Holder Fourteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Dec. 18, 2023 | Dec. 18, 2023 | |||||||
Maturity Date | Jun. 18, 2024 | Feb. 18, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 110,000 | $ 110,000 | |||||||
Note Holder Fourteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Jun. 29, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 10,000 | $ 10,000 | ||||||
Note Holder Fifteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Dec. 20, 2023 | Dec. 20, 2023 | |||||||
Maturity Date | Jun. 20, 2024 | Feb. 20, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 55,000 | $ 55,000 | |||||||
Note Holder Fifteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Jul. 03, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 250,000 | $ 250,000 | ||||||
Note Holder Sixteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Dec. 27, 2023 | Dec. 27, 2023 | |||||||
Maturity Date | Jun. 27, 2024 | Feb. 27, 2024 | |||||||
Interest Rate | 8% | 8% | |||||||
Default Interest Rate | 18% | 18% | |||||||
Collateral | All assets | All assets | |||||||
Collateral amount | $ 165,000 | $ 165,000 | |||||||
Note Holder Sixteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Jul. 05, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 200,000 | 200,000 | ||||||
Note Holder Seventeen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Jan. 05, 2024 | ||||||||
Maturity Date | May 05, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 110,000 | ||||||||
Note Holder Seventeen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Jul. 27, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 100,000 | 100,000 | ||||||
Note Holder Eighteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Jan. 16, 2024 | ||||||||
Maturity Date | May 16, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Eighteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Aug. 02, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 100,000 | 100,000 | ||||||
Note Holder Nineteen [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Jan. 25, 2024 | ||||||||
Maturity Date | May 25, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Nineteen [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Aug. 08, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 80,000 | 80,000 | ||||||
Note Holder Twenty [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Feb. 07, 2024 | ||||||||
Maturity Date | Jun. 07, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Aug. 15, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 200,000 | 200,000 | ||||||
Note Holder Twenty One [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Feb. 20, 2024 | ||||||||
Maturity Date | Jun. 20, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty One [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Aug. 23, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 150,000 | 150,000 | ||||||
Note Holder Twenty Two [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Feb. 28, 2024 | ||||||||
Maturity Date | Jun. 28, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Two [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Aug. 30, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 170,000 | 170,000 | ||||||
Note Holder Twenty Three [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 08, 2024 | ||||||||
Maturity Date | Jul. 08, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Three [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Sep. 06, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 250,000 | 250,000 | ||||||
Note Holder Twenty Four [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 15, 2024 | ||||||||
Maturity Date | Jul. 15, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 165,000 | ||||||||
Note Holder Twenty Four [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Sep. 08, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 1,000,000 | 1,000,000 | ||||||
Note Holder Twenty Five [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 26, 2024 | ||||||||
Maturity Date | Jul. 26, 2024 | ||||||||
Interest Rate | 8% | ||||||||
Default Interest Rate | 18% | ||||||||
Collateral | All assets | ||||||||
Collateral amount | $ 110,000 | ||||||||
Note Holder Twenty Five [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Sep. 13, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 100,000 | 100,000 | ||||||
Note Holder Twenty Six [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Sep. 22, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 75,000 | 75,000 | ||||||
Note Holder Twenty Seven [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Oct. 30, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 10,000 | 10,000 | ||||||
Note Holder Twenty Eight [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Nov. 02, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 50,000 | 50,000 | ||||||
Note Holder Twenty Nine [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Nov. 03, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 150,000 | 150,000 | ||||||
Note Holder Thirty [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Nov. 08, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 250,000 | 250,000 | ||||||
Note Holder Thirty One [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Nov. 15, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 75,000 | 75,000 | ||||||
Note Holder Thirty Two [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Nov. 21, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 200,000 | 200,000 | ||||||
Note Holder Thirty Three [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [4] | Dec. 05, 2023 | |||||||
Maturity Date | [4] | May 31, 2024 | |||||||
Interest Rate | [4] | 18% | |||||||
Default Interest Rate | [4] | 0% | |||||||
Collateral | [4] | 0 | |||||||
Collateral | [4] | Unsecured | |||||||
Collateral amount | [4] | $ 200,000 | 200,000 | ||||||
Note Holder Thirty Four [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Feb. 21, 2024 | ||||||||
Maturity Date | Apr. 21, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 45,000 | ||||||||
Note Holder Thirty Five [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [5] | Feb. 28, 2024 | |||||||
Maturity Date | [5] | Apr. 28, 2024 | |||||||
Interest Rate | [5] | 18% | |||||||
Default Interest Rate | [5] | 0% | |||||||
Collateral | [5] | 52,000 | |||||||
Collateral | [5] | Unsecured | |||||||
Collateral amount | [5] | $ 300,000 | |||||||
Note Holder Thirty Six [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 04, 2024 | ||||||||
Maturity Date | May 04, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 50,000 | ||||||||
Note Holder Thirty Seven [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 07, 2024 | ||||||||
Maturity Date | May 07, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 100,000 | ||||||||
Note Holder Thirty Eight [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [5] | Mar. 08, 2024 | |||||||
Maturity Date | [5] | May 08, 2024 | |||||||
Interest Rate | [5] | 18% | |||||||
Default Interest Rate | [5] | 0% | |||||||
Collateral | [5] | 52,000 | |||||||
Collateral | [5] | Unsecured | |||||||
Collateral amount | [5] | $ 185,000 | |||||||
Note Holder Thirty Nine [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 14, 2024 | ||||||||
Maturity Date | May 14, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 150,000 | ||||||||
Note Holder Forty [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [5] | Mar. 15, 2024 | |||||||
Maturity Date | [5] | May 15, 2024 | |||||||
Interest Rate | [5] | 18% | |||||||
Default Interest Rate | [5] | 0% | |||||||
Collateral | [5] | 52,000 | |||||||
Collateral | [5] | Unsecured | |||||||
Collateral amount | [5] | $ 150,000 | |||||||
Note Holder Forty One [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 25, 2024 | ||||||||
Maturity Date | May 25, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 150,000 | ||||||||
Note Holder Forty Two [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [5] | Mar. 26, 2024 | |||||||
Maturity Date | [5] | May 26, 2024 | |||||||
Interest Rate | [5] | 18% | |||||||
Default Interest Rate | [5] | 0% | |||||||
Collateral | [5] | 34,722 | |||||||
Collateral | [5] | Unsecured | |||||||
Collateral amount | [5] | $ 100,000 | |||||||
Note Holder Forty Three [Member] | Next NRG Holding Corp [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | Mar. 27, 2024 | ||||||||
Maturity Date | May 27, 2024 | ||||||||
Interest Rate | 18% | ||||||||
Default Interest Rate | 0% | ||||||||
Collateral | $ 0 | ||||||||
Collateral | Unsecured | ||||||||
Collateral amount | $ 135,000 | ||||||||
Notes Payable One [Member] | Nonrelated Party [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [6] | Jan. 19, 2024 | |||||||
Maturity Date | [6] | May 24, 2024 | |||||||
Interest Rate | [6] | 7% | |||||||
Default Interest Rate | [6] | 0% | |||||||
Collateral | [6] | Unsecured | |||||||
Collateral amount | [6] | $ 3,700,000 | |||||||
Notes Payable Two [Member] | Nonrelated Party [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [7] | Jan. 19, 2024 | |||||||
Maturity Date | [7] | Aug. 19, 2024 | |||||||
Default Interest Rate | [7] | 0% | |||||||
Collateral | [7] | All assets | |||||||
Collateral amount | [7] | $ 958,500 | |||||||
Notes payable | 1,491,000 | ||||||||
Proceeds from notes payable - related party | 1,000,000 | ||||||||
Debt issuance cost | 491,000 | ||||||||
Accrued interest | $ 53,250 | ||||||||
Notes Payable Three [Member] | Nonrelated Party [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issue Date | [8] | Jan. 19, 2024 | |||||||
Maturity Date | [8] | Aug. 19, 2024 | |||||||
Default Interest Rate | [8] | 0% | |||||||
Collateral | [8] | All assets | |||||||
Collateral amount | [8] | $ 1,437,750 | |||||||
Notes payable | 2,236,500 | ||||||||
Proceeds from notes payable - related party | 1,500,000 | ||||||||
Debt issuance cost | 736,500 | ||||||||
Accrued interest | $ 79,875 | ||||||||
[1]–[2]See discussion below regarding global amendment for Notes #2 and #3.[3]See discussion below regarding the limitation on the issuance of this lender due to a 9.99% equity ownership blocker.[4]–[5]-[6]- Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6.[7]–[8]– |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization | $ 111,667 | $ 482,064 | ||
Next NRG Holding Corp [Member] | ||||
Amortization | $ 111,667 | $ 0 |
Schedule of Classes of stock (D
Schedule of Classes of stock (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 27, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 50,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Preferred stock, votes per share | none | none | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 500,000,000 |
Common stock, shares issued | 4,708,192 | 4,776,531 | 3,335,674 | |
Common stock, shares outstanding | 4,708,192 | 4,776,531 | 3,335,674 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Related Party [Member] | Series X Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, par value | $ 0.00001 | |||
Preferred stock, shares issued | 1 | |||
Preferred stock, shares outstanding | 1 | |||
Preferred stock, shares designated | 1 | |||
Preferred stock, votes per share | A | |||
Related Party [Member] | Common Class A [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, votes per share | 1 | 1 | ||
Common stock, shares issued | 15,000,000 | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Related Party [Member] | Common Class B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, votes per share | 10 | 10 | ||
Common stock, shares issued | 10,000,000 | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred Stock [Member] | Related Party [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 50,000,000 | |||
Preferred stock, par value | $ 0.00001 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, shares issued | 4,516,531 | 3,335,674 | ||
Common stock, shares outstanding | 4,708,192 | 4,516,531 | 3,335,674 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | Related Party [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||
Common stock, shares issued | 29,500,000 | 29,500,000 | ||
Common stock, shares outstanding | 25,000,000 | 25,000,000 | ||
Common Stock [Member] | Related Party [Member] | Common Class A [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 17,700,000 | 17,700,000 | ||
Common stock, shares outstanding | 15,000,000 | 15,000,000 | ||
Common Stock [Member] | Related Party [Member] | Common Class B [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 11,800,000 | 11,800,000 | ||
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Schedule of Company Nonvested_2
Schedule of Company Nonvested Series A and B of Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of Shares Beginning | 64,823 | ||||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | ||||
Number of Shares Granted | 254,824 | 71,558 | |||
Weighted Average Grant Date Fair Value Granted | |||||
Number of Shares Vested | (260,000) | (260,000) | (260,000) | ||
Number of Shares Ending | 64,823 | ||||
Weighted Average Grant Date Fair Value Ending | $ 5.74 | ||||
Next NRG Holding Corp [Member] | Series A and B Common Stock [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of Shares Ending | 4,500,000 | ||||
Restricted Stock [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of Shares Beginning | 285,841 | 105,480 | 39,698 | ||
Weighted Average Grant Date Fair Value Beginning | $ 2.17 | $ 0.56 | $ 3.27 | ||
Number of Shares Granted | 826,384 | 120,850 | |||
Weighted Average Grant Date Fair Value Granted | $ 2.31 | $ 5.04 | |||
Number of Shares Vested | (261,745) | (50,693) | |||
Weighted Average Grant Date Fair Value Vested | $ 2.69 | $ 21.52 | |||
Number of Shares Cancelled/Forfeited | (384,278) | (4,375) | |||
Weighted Average Grant Date Fair Value Cancelled/Forfeited | $ 2.21 | $ 16 | |||
Number of Shares Ending | 285,841 | 285,841 | 285,841 | 105,480 | 39,698 |
Weighted Average Grant Date Fair Value Ending | $ 2.17 | $ 2.17 | $ 2.17 | $ 0.56 | $ 3.27 |
Unrecognized stock compensation expense related to restricted stock | $ 324,134 | $ 324,134 | |||
Weighted average period for recognition | 1 year 3 months 14 days | 1 year 3 months 7 days | |||
Restricted Stock [Member] | Next NRG Holding Corp [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of Shares Beginning | |||||
Weighted Average Grant Date Fair Value Beginning | |||||
Number of Shares Ending | |||||
Weighted Average Grant Date Fair Value Ending | |||||
Restricted Stock [Member] | Next NRG Holding Corp [Member] | Series A and B Common Stock [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of Shares Granted | 4,500,000 | ||||
Weighted Average Grant Date Fair Value Granted | $ 2.03 | ||||
Number of Shares Vested | |||||
Weighted Average Grant Date Fair Value Vested | |||||
Number of Shares Cancelled/Forfeited | |||||
Weighted Average Grant Date Fair Value Cancelled/Forfeited | |||||
Number of Shares Ending | 4,500,000 | ||||
Weighted Average Grant Date Fair Value Ending | $ 2.03 | ||||
Unrecognized stock compensation expense related to restricted stock | $ 8,944,688 | ||||
Weighted average period for recognition | 3 years 11 months 1 day |
Schedule of Property Plant and
Schedule of Property Plant and Vehicle Deprication Over Years (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsidiary or Equity Method Investee [Line Items] | |||
Vehicle | $ 5,564,720 | $ 5,553,053 | $ 5,723,839 |
Less: accumulated depreciation | 2,519,388 | 2,242,866 | 1,134,680 |
Total property and equipment - net | 3,045,332 | 3,310,187 | 4,589,159 |
Vehicles [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Vehicle | 5,119,048 | 5,119,048 | 5,142,828 |
Next NRG Holding Corp [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Less: accumulated depreciation | 9,992 | ||
Total property and equipment - net | $ 73,944 | 78,742 | |
Next NRG Holding Corp [Member] | Vehicles [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Vehicle | $ 88,734 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 27, 2023 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 50,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 4,708,192 | 4,776,531 | 3,335,674 | |||
Stockholders deficit | $ (3,312,101) | $ 3,659,799 | $ (1,906,206) | $ 5,785,447 | $ 21,868,446 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 64,823 | |||||
Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stockholders deficit | 0 | |||||
Stock based compensation | $ 1,215,365 | $ 694,524 | ||||
Preferred Stock [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stockholders deficit | ||||||
Preferred Stock [Member] | Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Preferred stock, shares authorized | 50,000,000 | |||||
Preferred stock, par value | $ 0.00001 | |||||
Common Class A [Member] | Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares issued | 15,000,000 | |||||
Common Class B [Member] | Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares issued | 10,000,000 | |||||
Exchange shares | 100,000 | |||||
Series X Preferred Stock [Member] | Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Preferred stock, par value | $ 0.00001 | |||||
Preferred stock, shares designated | 1 | |||||
Next NRG Holding Corp [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, shares authorized | 100,000 | 100,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 100,000 | 100,000 | ||||
Stockholders deficit | $ (711,219) | 34,182 | $ (486,398) | $ 35,082 | $ 47,065 | |
Notes payable | 74,559 | 1,732 | ||||
Stock based compensation | $ 190,312 | |||||
Next NRG Holding Corp [Member] | Consulting Agreement [Member] | Compensation One [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
[custom:DescriptionOfCompensation] | $250,000 during year 1, with an increase of 4% annually each year thereafter, | |||||
Next NRG Holding Corp [Member] | Consulting Agreement [Member] | Compensation Two [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
[custom:DescriptionOfCompensation] | 2,700,000 share of Series A common stock and 1,800,000 shares of Series B common stock, vesting will occur ¼ on each anniversary at the end of month 12, 24, 36 and 48, | |||||
Next NRG Holding Corp [Member] | Consulting Agreement [Member] | Compensation Three [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
[custom:DescriptionOfCompensation] | Based on mutually agreed upon key performance indicators, additional shares of Series A (900,000 shares) and B (600,000) shares common stock; and | |||||
Next NRG Holding Corp [Member] | Consulting Agreement [Member] | Compensation Four [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
[custom:DescriptionOfCompensation] | Cash bonuses in year 4 and 5 based on mutually agreed upon key performance indicators. | |||||
Next NRG Holding Corp [Member] | Related Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Notes payable | $ 742 | $ 74,559 | ||||
Next NRG Holding Corp [Member] | Third Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stock based compensation | $ 190,312 | |||||
Next NRG Holding Corp [Member] | Preferred Stock [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Preferred stock, shares authorized | 50,000,000 | |||||
Preferred stock, par value | $ 0.00001 | |||||
Next NRG Holding Corp [Member] | Common Class A [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares issued | 17,700,000 | 0 | ||||
Expenses | $ 190,312 | |||||
Next NRG Holding Corp [Member] | Common Class B [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Common stock, shares issued | 11,800,000 | 0 | ||||
Expenses | $ 190,312 | |||||
Next NRG Holding Corp [Member] | Series X Preferred Stock [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||
Preferred stock, shares designated | 1 | |||||
Next NRG Holding Corp [Member] | Series X Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Preferred stock, par value | $ 0.00001 | |||||
Preferred stock, shares designated | 1 | |||||
Next NRG Holding Corp [Member] | Series X Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stockholders deficit | ||||||
Next NRG Holding Corp [Member] | Series A and B Common Stock [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 4,500,000 | |||||
Next NRG Holding Corp [Member] | Series A and B Common Stock [Member] | Third Party [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Per share | $ 2.03 | |||||
Stock based compensation | $ 9,135,000 |
Schedule of Note Receivable Rel
Schedule of Note Receivable Related Party (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Less: allowance for doubtful accounts | $ 1,533,924 | $ 1,192,340 | $ 766,692 |
Notes receivable – net | |||
Next NRG Holding Corp [Member] | |||
Note receivable | 2,770,700 | 248,095 | |
Interest receivable | 177,548 | ||
Less: accretion discount | 56,475 | ||
Less: allowance for doubtful accounts | 313,541 | 309,098 | 291,841 |
Notes receivable – net | 2,582,675 | 72,191 | |
Interest receivable | $ 4,443 | $ 17,257 | $ 115,937 |
Note Receivable - Related Par_3
Note Receivable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 118,981 | $ 54,150 | ||
Interest income | 483,555 | $ 0 | ||
Operating loss carryforwards | 43,000,000 | $ 33,000,000 | ||
Next NRG Holding Corp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from beneficial owner | 73,579 | |||
Interest Receivable | 4,443 | 17,257 | 115,937 | |
Accrued interest | 54,150 | 0 | ||
Interest income | 233,910 | 0 | ||
Operating loss carryforwards | 533,000 | 12,000 | ||
Farkas Group Inc [Member] | Next NRG Holding Corp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from beneficial owner | $ 73,579 | |||
Interest rate | 3% | |||
Interest Receivable | 0 | $ 9,796 | ||
Interest income | 895 | $ 1,556 | ||
Related Party [Member] | Next NRG Holding Corp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 8% | |||
Interest Receivable | $ 64,831 | 54,150 | ||
Loan payable | 2,585,000 | |||
Notes receivable | $ 2,582,675 | $ 72,191 |