Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40809 | |
Entity Registrant Name | EZFILL HOLDINGS INC. | |
Entity Central Index Key | 0001817004 | |
Entity Tax Identification Number | 83-4260623 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 67 NW 183rd Street | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33169 | |
City Area Code | (305) | |
Local Phone Number | 791-1169 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | EZFL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,045,690 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,359,333 | $ 2,066,793 |
Investment in debt securities | 2,120,082 | |
Accounts receivable - net | 1,004,114 | 766,692 |
Inventory | 130,341 | 151,248 |
Prepaids and other | 263,556 | 329,351 |
Total Current Assets | 2,757,344 | 5,434,166 |
Property and equipment - net | 3,994,302 | 4,589,159 |
Operating lease - right-of-use asset | 411,025 | 521,782 |
Deposits | 53,017 | 52,737 |
Total Assets | 7,215,688 | 10,597,844 |
Current Liabilities | ||
Accounts payable and accrued expenses | 974,313 | 1,256,479 |
Line of credit | 1,000,000 | 1,000,000 |
Operating lease liability | 238,042 | 230,014 |
Total Current Liabilities | 4,151,494 | 3,298,009 |
Long Term Liabilities | ||
Notes payable | 1,062,827 | 1,198,380 |
Operating lease liability | 202,002 | 316,008 |
Total Long Term Liabilities | 1,264,829 | 1,514,388 |
Total Liabilities | 5,416,323 | 4,812,397 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively | ||
Common stock - $0.0001 par value, 50,000,000 shares authorized 3,791,332 shares issued and 3,641,332 shares outstanding at June 30, 2023 and 3,335,674 shares issued and outstanding at December 31, 2022 | 379 | 334 |
Additional paid-in capital | 41,461,729 | 40,674,864 |
Accumulated deficit | (39,662,743) | (34,845,161) |
Accumulated other comprehensive loss | (44,590) | |
Total Redeemable Common Stock and Stockholders’ Equity | 1,799,365 | 5,785,447 |
Total Liabilities and Stockholders’ Equity | 7,215,688 | 10,597,844 |
Nonrelated Party [Member] | ||
Current Liabilities | ||
Notes payable – related party | 767,339 | 811,516 |
Related Party [Member] | ||
Current Liabilities | ||
Notes payable – related party | 1,171,800 | |
Long Term Liabilities | ||
Notes payable |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,791,332 | 3,335,674 |
Common stock, shares outstanding | 3,641,332 | 3,335,674 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales - net | $ 6,130,661 | $ 3,754,431 | $ 11,361,995 | $ 6,094,499 |
Costs and Expenses | ||||
Cost of sales | 5,646,291 | 3,755,861 | 10,715,074 | 6,080,021 |
General and administrative expenses | 2,369,026 | 3,406,262 | 4,565,672 | 6,354,262 |
Depreciation and amortization | 277,608 | 458,811 | 550,695 | 796,476 |
Total Costs and Expenses | 8,292,925 | 7,620,934 | 15,831,441 | 13,230,759 |
Loss from operations | (2,162,264) | (3,866,503) | (4,469,446) | (7,136,260) |
Other income (expense) | ||||
Interest income | 14,461 | 19,754 | 22,621 | 32,025 |
Interest expense | (308,189) | (25,921) | (343,597) | (34,945) |
Loss on sale of marketable debt securities | (12,819) | (27,160) | ||
Total other income (expense) - net | (306,547) | (6,167) | (348,136) | (2,920) |
Net loss | $ (2,468,811) | $ (3,872,670) | $ (4,817,582) | $ (7,139,180) |
Loss per share - basic | $ (0.71) | $ (1.18) | $ (1.41) | $ (2.17) |
Loss per share - diluted | $ (0.71) | $ (1.18) | $ (1.41) | $ (2.17) |
Weighted average number of shares - basic | 3,469,490 | 3,294,252 | 3,406,596 | 3,288,699 |
Weighted average number of shares - diluted | 3,469,490 | 3,294,252 | 3,406,596 | 3,288,699 |
Comprehensive loss: | ||||
Net loss | $ (2,468,811) | $ (3,872,670) | $ (4,817,582) | $ (7,139,180) |
Change in fair value of debt securities | (17,208) | (64,494) | ||
Total comprehensive loss: | $ (2,468,811) | $ (3,889,878) | $ (4,817,582) | $ (7,203,674) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 328 | $ 39,212,587 | $ (17,339,396) | $ (5,073) | $ 21,868,446 | |
Balance, shares at Dec. 31, 2021 | 3,280,434 | |||||
Stock based compensation - related party | 429,331 | 429,331 | ||||
Stock based compensation - related party, shares | 2,790 | |||||
Stock based compensation - other | 41,354 | 41,354 | ||||
Stock sold for cash (ATM) - net | ||||||
Unrealized loss on debt securities | (47,286) | (47,286) | ||||
Net loss | (3,266,510) | (3,266,510) | ||||
Stock based compensation - other, shares | 752 | |||||
Consideration for acquisition | $ 1 | 49,999 | 50,000 | |||
Consideration for acquisition, shares | 5,040 | |||||
Balance, value at Mar. 31, 2022 | $ 329 | 39,733,271 | (20,605,906) | (52,359) | 19,075,335 | |
Balance, shares at Mar. 31, 2022 | 3,289,016 | |||||
Balance, value at Dec. 31, 2021 | $ 328 | 39,212,587 | (17,339,396) | (5,073) | 21,868,446 | |
Balance, shares at Dec. 31, 2021 | 3,280,434 | |||||
Net loss | (7,139,180) | |||||
Balance, value at Jun. 30, 2022 | $ 331 | 40,135,330 | (24,478,576) | (69,567) | 15,587,518 | |
Balance, shares at Jun. 30, 2022 | 3,309,974 | |||||
Balance, value at Dec. 31, 2021 | $ 328 | 39,212,587 | (17,339,396) | (5,073) | 21,868,446 | |
Balance, shares at Dec. 31, 2021 | 3,280,434 | |||||
Stock based compensation - related party | $ 357,400 | |||||
Stock based compensation - related party, shares | 71,558 | |||||
Consideration for acquisition | $ 50,000 | |||||
Consideration for acquisition, shares | 5,040 | |||||
Balance, value at Dec. 31, 2022 | $ 334 | 40,674,864 | (34,845,161) | (44,590) | $ 5,785,447 | |
Balance, shares at Dec. 31, 2022 | 3,335,674 | |||||
Balance, value at Mar. 31, 2022 | $ 329 | 39,733,271 | (20,605,906) | (52,359) | 19,075,335 | |
Balance, shares at Mar. 31, 2022 | 3,289,016 | |||||
Stock based compensation - other | $ 2 | 402,059 | 402,061 | |||
Unrealized loss on debt securities | (17,208) | (17,208) | ||||
Net loss | (3,872,670) | (3,872,670) | ||||
Stock based compensation - other, shares | 20,958 | |||||
Balance, value at Jun. 30, 2022 | $ 331 | 40,135,330 | (24,478,576) | (69,567) | 15,587,518 | |
Balance, shares at Jun. 30, 2022 | 3,309,974 | |||||
Balance, value at Dec. 31, 2022 | $ 334 | 40,674,864 | (34,845,161) | (44,590) | 5,785,447 | |
Balance, shares at Dec. 31, 2022 | 3,335,674 | |||||
Stock based compensation - related party | 182,663 | 182,663 | ||||
Stock based compensation - related party, shares | 6,510 | |||||
Stock based compensation - other | 9,398 | 9,398 | ||||
Stock sold for cash (ATM) - net | $ 1 | 25,307 | 25,308 | |||
Shares sold under ATM, shares | 8,393 | |||||
Cash paid for direct offering costs | (25,308) | (25,308) | ||||
Unrealized loss on debt securities | 31,062 | 31,062 | ||||
Net loss | (2,348,771) | (2,348,771) | ||||
Balance, value at Mar. 31, 2023 | $ 335 | 40,866,924 | (37,193,932) | (13,528) | 3,659,799 | |
Balance, shares at Mar. 31, 2023 | 3,350,577 | |||||
Balance, value at Dec. 31, 2022 | $ 334 | 40,674,864 | (34,845,161) | (44,590) | 5,785,447 | |
Balance, shares at Dec. 31, 2022 | 3,335,674 | |||||
Stock sold for cash (ATM) - net | $ 25,803 | |||||
Shares sold under ATM, shares | 8,393 | |||||
Net loss | (4,817,582) | |||||
Balance, value at Jun. 30, 2023 | $ 379 | 41,461,729 | (39,662,743) | 1,799,365 | ||
Balance, shares at Jun. 30, 2023 | 3,791,332 | |||||
Balance, value at Mar. 31, 2023 | $ 335 | 40,866,924 | (37,193,932) | (13,528) | 3,659,799 | |
Balance, shares at Mar. 31, 2023 | 3,350,577 | |||||
Stock based compensation - related party | $ 19 | 334,159 | 334,178 | |||
Stock based compensation - related party, shares | 190,755 | |||||
Stock based compensation - other | 4,671 | 4,671 | ||||
Unrealized loss on debt securities | 13,528 | 13,528 | ||||
Net loss | (2,468,811) | (2,468,811) | ||||
Stock issued as debt issue costs | $ 10 | 255,990 | 256,000 | |||
Stock issued as debt issue costs, shares | 100,000 | |||||
Stock issued as debt issue costs (contingent shares) | $ 15 | (15) | ||||
Stock issued as debt issue costs (contingent shares), shares | 150,000 | |||||
Balance, value at Jun. 30, 2023 | $ 379 | $ 41,461,729 | $ (39,662,743) | $ 1,799,365 | ||
Balance, shares at Jun. 30, 2023 | 3,791,332 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Operating activities | |||||||
Net loss | $ (2,468,811) | $ (2,348,771) | $ (3,872,670) | $ (3,266,510) | $ (4,817,582) | $ (7,139,180) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Depreciation and amortization | 277,608 | 458,811 | 550,695 | 796,476 | |||
Amortization of bond premium and realized loss on investments in debt securities | 34,556 | 26,072 | |||||
Amortization of operating lease - right-of-use asset | 110,757 | 105,470 | |||||
Amortization of debt discount | 231,039 | ||||||
Bad debt expense | 79,357 | 10,888 | 82,478 | 14,898 | |||
Stock issued for services | 14,069 | 493,274 | |||||
Stock issued for services - related parties | 516,842 | 379,472 | |||||
(Increase) decrease in | |||||||
Accounts Receivable | (319,900) | (734,954) | |||||
Inventory | 20,907 | (119,813) | |||||
Prepaids and other | 65,795 | (478,812) | |||||
Deposits | (281) | ||||||
Increase (decrease) in | |||||||
Accounts payable and accrued expenses | (282,166) | 702,289 | |||||
Operating lease liability | (105,978) | (73,479) | |||||
Net cash used in operating activities | (3,898,769) | (6,028,287) | |||||
Investing activities | |||||||
Proceeds from sale of marketable debt securities | 2,130,116 | 501,716 | |||||
Acquisition of business | (321,249) | ||||||
Purchase of fixed assets - net of refunds on prior purchases | 19,498 | (3,020,706) | |||||
Net cash used provided by (used in) investing activities | 2,149,614 | (2,840,239) | |||||
Financing activities | |||||||
Proceeds from line of credit | 850,000 | ||||||
Proceeds from loans payable | 1,460,000 | 2,118,840 | |||||
Proceeds from loan payable - related party | 250,000 | ||||||
Proceeds from stock issued for cash | 25,308 | ||||||
Cash paid for direct offering costs | (25,308) | ||||||
Repayments on loans payable | (405,802) | ||||||
Repayments on loan payable - related party | (262,500) | (266,688) | |||||
Net cash provided by financing activities | 1,041,695 | 2,702,152 | |||||
Net decrease in cash | (707,460) | (6,166,374) | |||||
Cash - beginning of period | $ 2,066,793 | $ 13,561,266 | 2,066,793 | 13,561,266 | $ 13,561,266 | ||
Cash - end of period | $ 1,359,333 | $ 7,394,892 | 1,359,333 | 7,394,892 | $ 2,066,793 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | 99,427 | 34,945 | |||||
Cash paid for income tax | |||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Debt discount | 583,750 | ||||||
Adjust note balance for actual borrowings | $ 280,664 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations EzFill Holding, Inc. and Subsidiary (“EzFill,” “EHI,” “we,” “our” or “the Company”), and its operating subsidiary, was incorporated on March 28, 2019 Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 20, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. Liquidity and Going Concern The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on a related party for funding its operations over the past couple of months. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. As reflected in the accompanying consolidated financial statements, for the six months June 30, 2023, the Company had: ● Net loss of $ 4,817,582 ● Net cash used in operations was $ 3,898,769 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Additionally, at June 30, 2023, the Company had: ● Accumulated deficit of $ 39,662,743 ● Stockholders’ equity of $ 1,799,365 ● Working capital deficit of $ 1,394,150 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 1,359,333 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 June 30, 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: ● Seeking to expand into new markets, ● Collaborations with other operating businesses; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 JUNE 30, 2023 (UNAUDITED) Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the six months ended June 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 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. 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 June 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At June 30, 2023 and December 31, 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 JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value June 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 26,072 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 0 At June 30, 2023 and December 31, 2022, respectively, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022: Schedule of Accounts Receivable June 30, 2023 December 31, 2022 Accounts receivable $ 1,085,886 $ 766,692 Less: allowance for doubtful accounts (81,772 ) - Accounts receivable - net $ 1,004,114 $ 766,692 There was bad debt expense of $ 79,357 10,888 There was bad debt expense of $ 82,478 14,898 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. There were no At June 30, 2023 and December 31, 2022, the Company had inventory of $ 130,341 151,248 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Concentrations The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Six Months Ended June 30 Customer 2023 2022 A 20.95 % 42.24 % B 12.59 % 17.71 % Total 33.54 % 59.95 % Accounts Receivable Six Months Ended June 30 Year Ended December 31, Customer 2023 2022 A 45.18 % 47.48 % Total 45.18 % 47.48 % Vendor Purchases Six Months Ended June 30 Vendor 2023 2022 A 51.69 % 90.40 % B 36.30 % 9.20 % C 10.72 % 0.00 % Total 98.71 % 99.60 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Impairment of Long-lived Assets including Internal Use Capitalized Software Costs Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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, 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 June 30, 2023 and December 31, 2022, the Company had no Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 JUNE 30, 2023 (UNAUDITED) 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. Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract. Performance obligations are satisfied when a delivery is completed or a membership fee has been paid. Therefore, revenue is recognized at a point in time. For each of our revenue streams we only have a single performance obligation. Contract Liabilities (Deferred Revenue) Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. At December June 30, 2023 and December 31, 2022, the Company had deferred revenue of $ 0 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2023 and 2022: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 11,106,912 97.75 % $ 6,018,396 98.75 % Other 255,083 2.25 % 76,103 1.25 % Total Sales $ 11,361,995 100.00 % $ 6,094,499 100.00 % 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 June 30, 2023 and December 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the three and six months ended June 30, 2023, the Company generated net losses. At June 30, 2023, the Company has an estimated income tax liability of $ 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 $ 21,737 457,330 The Company recognized $ 80,377 685,475 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible notes. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The following potentially dilutive equity securities outstanding as of June 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding June 30, 2023 June 30, 2022 Stock options 119,648 87,231 Warrants 203,629 203,629 Total common stock equivalents 323,277 290,860 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. See Note 5 regarding the Company’s 150,000 Based on the potential common stock equivalents noted above at June 30, 2023, the Company has sufficient authorized shares of common stock ( 50,000,000 On April 27, 2023, the Company executed a 1-for-8 reverse stock split 500,000,000 50,000,000 50,000,000 5,000,000 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related Party Agreement with Company owned by Daniel Arbour On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour (who as set forth above became a member of the Board on February 10, 2023) is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer. Pursuant to the Consulting Agreement, the Company will pay Mountain Views $ 13,000 Effective May 15, 2023, EzFill Holdings, Inc. (the “Company”) and Mountain Views Strategy Ltd. (“Mountain Views”) entered into an amendment (the “Amendment to the Consulting Agreement”) to the consulting services agreement (the “Consulting Agreement”). As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023, Daniel Arbour, who became a member of the Company’s Board of Directors on February 10, 2023, is the principal and founder of Mountain Views. The Consulting Agreement was amended to revise the scope of services that will be provided and to bring the Consulting Fees to $ 5,000 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 is the Chief Executive 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 iss |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment June 30, 2023 December 31, 2022 Estimated Useful Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,135,840 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Vehicle construction in process 109,832 147,006 5 Property Plant And Equipment Gross 5,679,677 5,723,839 Accumulated depreciation (1,685,375 ) (1,134,680 ) Total property and equipment - net $ 3,994,302 $ 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 3.76 132,864 The impairment loss of $ 1,987,500 See Note 9 for details of intangibles from an acquisition during the year ended December 31, 2022. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Additionally, goodwill was considered impaired, and the Company recognized an impairment loss of $ 166,838 The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and expected present value of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 Depreciation and amortization expense for the three months ended June 30, 2023 and 2022 was $ 277,608 230,535 Depreciation and amortization expense for the six months ended June 30, 2023 and 2022 was $ 550,695 330,766 These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and December 31, 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 December 31, 2022 Accounts payable $ 889,556 $ 987,012 Accrued payroll 81,082 266,453 Accrued interest 3,673 3,014 Accounts payable $ 974,311 $ 1,256,479 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – Debt The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at June 30, 2023 and December 31, 2022, respectively. Notes Payable – Related Parties and Redeemable Common Stock Schedule of Notes Payable and Related Parties and Redeemable Common Stock Note #1 Note #2 Note Payable Note Payable Terms Related Party Related Party Total Issuance date of note April 2023 April 2023 Maturity date October 2023 April 2024 Interest rate #1 18 % 5% Interest rate #2 N/A 13% Collateral All assets Unsecured Balance - December 31, 2022 $ - $ - $ - Advances 1,500,000 262,500 1,762,500 Original issue discount (546,000 ) (12,500 ) (558,500 ) Amortization of debt discount - 12,500 12,500 Repayments 217,800 (262,500 ) (44,700 ) Balance - June 30, 2023 1,171,800 - 1,171,800 Current 1,171,800 - 1,171,800 Long term $ - $ - $ - Note #1 The Company executed a six-month (6) note payable with a face amount of $ 1,500,000 150,000 140,000 290,000 1,210,000 290,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) In connection with obtaining this debt, the Company also committed 250,000 100,000 256,000 2.56 The remaining 150,000 8 October 2023 These 150,000 150,000 At June 30, 2023, and the date of these consolidated financial statements, while the Company believes it will repay the loan at the maturity date (no extension would be needed), the contingency has not yet been resolved. This note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $ 0.74 The Company has determined that in the event of default, the note will be treated as a derivative liability subject to fair value and related mark to market adjustments at each reporting period. The unamortized debt discount at June 30, 2023 was $ 328,200 This lender has a greater than 10% Note #2 An entity controlled by a majority stockholder (approximately 24% 250,000 In April 2023, note principal of $ 262,500 13,125 275,625 Note Payable (non-vehicles) The following is a summary of the Company’s note payable (non-vehicles) at June 30, 2023 and December 31, 2022, respectively: Schedule of Noted Payable Non - vehicles Terms Note #1 Issuance date of note June 2023 Maturity date December 2024 Interest rate N/A Collateral All assets Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount /issuance costs (25,250 ) Repayments (4,295 ) Amortization of debt discount 739 Balance - June 30, 2023 246,444 Current - Long term $ 246,444 Note #1 The Company executed a note payable with a face amount of $275,250 8.9% 275,250 25,250 10% 25,250 250,000 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The unamortized debt discount at June 30, 2023 was $ 24,511 Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at June 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Vehicles Default Issue Date Maturity Dates Interest Rate Interest Rate Collateral June 30, 2023 December 31, 2022 2019 January 2022 December 2023 3.5 9.0 N/A Vehicles $ 14,419 $ 25,830 2021 December 2024 November 2025 3.5 9.0 N/A Vehicles 215,258 271,217 2022 January 2025 May 2027 3.5 9.0 N/A Vehicles 1,354,045 1,712,849 1,583,722 2,009,896 Current 767,339 811,516 Long-Term $ 816,383 $ 1,198,380 The Company executed various vehicle notes with third parties as follows: Schedule of Notes Payable with Third Parties Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (426,174 ) Balance - June 30, 2023 $ 1,583,722 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Debt Maturities The following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter as follows: Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2023 (6 Months) $ 1,171,800 $ - $ 412,004 $ 1,583,804 2024 - 246,444 818,903 1,065,347 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 14,776 14,776 Total $ 1,171,800 $ 246,444 $ 1,583,722 $ 3,001,966 Line of Credit On December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was approximately $ 1,000,000 3,000,000 Outstanding borrowings under the line of credit were $ 1,000,000 3,000,000 To secure the repayment of the Credit Limit, the Bank will have a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio during the second quarter of 2023. The amount outstanding under the Line of Credit shall bear interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest is due and payable monthly in arrears. The interest rate on the Line of Credit was 6.50% 5.75% The Bank may, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding line of credit. At June 30, 2023, no demand has been made by the bank for repayment. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6 – Fair Value of Financial Instruments The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company did not have any assets or liabilities measured at fair value on a recurring basis at June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Operating Leases We have entered into various operating lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022, respectively, the Company had no financing leases as defined in ASC 842, “Leases.” On December 3, 2021, the Company signed a lease for 5778 39 21,773 The initial base rent of $ 14,743 735,197 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2023 and 2022, respectively: Schedule of Operating Lease assets and Liabilities June 30, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 411,025 $ 521,782 Liabilities Operating lease liability $ 440,044 $ 546,022 Weighted-average remaining lease term (years) 1.75 2.25 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: Schedule of Components of Lease Expense June 30, 2023 June 30, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 110,757 $ 105,470 Lease liability expense in connection with obligation repayment 12,132 $ 17,419 Total operating lease costs $ 122,889 $ 122,889 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 118,109 $ 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 JUNE 30, 2023 (UNAUDITED) Future minimum lease payments under non-cancellable leases for the years ended December 31 were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2023 (6 months) $ 133,294 2024 256,414 2025 69,421 Total undiscounted cash flows 459,129 Less: amount representing interest (19,085 ) Present value of operating lease liability 440,044 Less: current portion of operating lease liability 238,042 Long-term operating lease liability $ 202,002 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); and ● April 24, 2023 (Interim Chief Executive Officer) 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 June 30, 2023, and December 31, 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8 – Stockholders’ Equity At June 30, 2023 and December 31, 2022, respectively, the Company had two (2) classes of stock: Preferred Stock - 5,000,000 - none - Par value - $ 0.0001 - Voting – none - Ranks senior to any other class of preferred stock - Dividends - none - Liquidation preference – none - Rights of redemption - none - Conversion - none Common Stock - 50,000,000 - 3,791,332 3,641,332 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. Equity Transactions for the Six Months Ended June 30, 2023 Stock Issued for Cash The Company sold 8,393 25,803 3.06 3.53 through at the market ( “ ATM ” ) sales via a sales agent who was eligible for commissions of 3% 25,803 Stock Issued for Services – Related Parties The Company issued 197,265 450,428 2.12 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Stock Issued for Debt Issuance Costs The Company issued 100,000 256,000 2.56 Equity Transactions for the Year Ended December 31, 2022 Stock Issued for Services – Related Parties The Company issued 45,932 1,309,524 28.51 Stock Issued for Services The Company issued 4,268 102,759 24.08 Stock Issued for Acquisition The Company issued 5,040 50,000 9.92 Restricted Stock and Related Vesting A summary of the Company’s nonvested shares (due to service based restrictions) as of June 30, 2023 and December 31, 2022, is presented below: Schedule of Company Nonvested Shares Weighted Average Number of Gant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2021 39,698 $ 26.16 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 Balance - December 31, 2022 105,481 0.56 Granted 674,783 2.40 Vested (154,255 ) 2.99 Balance - June 30, 2023 626,009 $ 0.91 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023, unrecognized stock compensation expense related to restricted stock was $ 572,560 0.56 Stock Options Stock option transactions for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Option Activity Weighted Average Weighted Weighted Remaining Average Number Average Contractual Aggregate Grant Stock Options of Exercise Price Term (Years) Intrinsic Date Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - 0.00 $ - $ - 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 (17,120 ) $ 5.84 Outstanding - June 30, 2023 331,185 $ 7.21 4.25 $ 78,289 $ - Vested and Exercisable - June 30, 2023 119,648 $ 4.99 3.79 $ 78,289 $ - Unvested and non-exercisable - June 30, 2023 211,537 $ 8.46 4.52 $ - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Six Months Ended June 30, 2023 The Company granted 254,825 73,920 Of the total, 54,825 50,000 The remaining 200,000 23,920 5,980 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 % 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 JUNE 30, 2023 (UNAUDITED) Stock-based compensation expense for the three months ended June 30, 2023 and 2022 was $ 646 22,135 For the three months ended June 30, 2023, the Company recorded a reduction in stock-based compensation expense of $ 9,375 7,031 2,344 The Company also recorded stock-based compensation of $ 2,990 For the three months ended June 30, 2022, the Company recorded stock-based compensation expense of $ 22,135 Stock-based compensation expense for the six months ended June 30, 2023 and 2022 was $ 71,276 128,646 For the six months ended June 30, 2023, the Company recorded a reduction in stock-based compensation expense of $ 9,375 73,438 64,063 The Company also recorded stock-based compensation of $ 7,213 For the six months ended June 30, 2022, the Company recorded stock-based compensation expense of $ 128,646 As of June 30, 2023, compensation cost related to the unvested options not yet recognized was $ 0 Warrants Warrant activity for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Warrant Activity Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - June 30, 2023 203,629 $ 4.15 1.73 $ 97,887 Vested and Exercisable - June 30, 2023 203,629 $ 4.15 1.73 $ 97,887 Unvested and non-exercisable - June 30, 2023 - $ - - $ - EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Note 9 – Acquisition On March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling service provider, for (a) a net amount of $ 321,250 3,750 5,040 50,000 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 June 30, 2023, the vehicles acquired are still in service. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Subsequent to June 30, 2023, the Company executed employment and consulting 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. On July 24, 2023, Jack Levine notified the Company that he was resigning as a member of the Board of Directors (the “Board”) of the Company, effective as of July 24, 2023. Mr. Jack Levine’s resignation as a director does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On July 25, 2023, Arthur Levine notified the Company that he was resigning as the Chief Financial Officer (“CFO”) of the Company, effective as of July 25, 2023. Mr. Arthur Levine’s resignation as CFO does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On July 28, 2023, Messrs. Allen Weiss, Luis Reyes, and Mark Lev notified the Company that each was resigning as a member of the Board of the Company, effective as of July 28, 2023. The resignation as a director of each of Mr. Allen Weiss, Mr. Luis Reyes and Mr. Mark Lev does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. On August 1, 2023, the Board appointed Mr. Michael Handelman as the CFO of the Company. Mr. Handelman’s employment began on August 1, 2023. Mr. Michael Handelman , Also on August 1, 2023, the Board appointed Mr. Bennett Kurtz to the Board an independent director. Mr. Kurtz has been the president and chief executive officer of Kurtz Financial Group, a privately held venture capital/investment banking firm, since July 2001. From January 2020 to March 2023, Mr. Kurtz was the CFO of First Phosphate Corp., he now serves as the chief administrative officer. Mr. Kurtz’s term as a member of the Board will continue until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal. Additional information concerning the events of July 28, 2023 and August 1, 2023 have been furnished with the Company’s Current Report on Form 8-K, as filed with the SEC on August 3, 2023. On August 4, 2023, the Board appointed Messrs. Jack Leibler; Sean Oppen; and Yehuda Levy to the Board, effective August 4, 2023. The Board has appointed both Messrs. Leibler and Oppen to serve as independent board members. Mr. Jack Leibler, age 83, previously served as an adjunct professor at New York University. In 1964, Mr. Leibler graduated from Yale Law School and was admitted to the state bar of New York in 1965. From 1965 to 1972, Mr. Leibler worked at various law firms. From 1972 to 1998, Mr. Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs. Upon retiring from the Port Authority of New York and New Jersey, Mr. Leibler began a consulting company, consulting large private interests through 2013. Since 2016, Mr. Leibler has been retired. Mr. Leibler’s term as a member of the Board will continue until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal. Mr. Sean Oppen, age 49, has been a managing member of Strategic Exchange Management, LLC since 2002. Mr. Oppen has experience in evaluating international investment and lending opportunities in small to medium size businesses. Mr. Levy, age 30, has been serving as the Company’s interim chief executive officer since April 24, 2023. He is the founder of EzFill FL, LLC, which was sold to the Company in 2019. Since then, Mr. Levy has served in various roles at the Company; most recently, he acted as the Company’s Vice-President of Operations. In connection with their service on the Board, Messrs. Leibler and Oppen will receive $ 130,000 Additional information concerning the events of August 4, 2023 have been furnished with the Company’s Current Report on Form 8-K, as filed with the SEC on August 10, 2023. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Notes Payable Related Party In July 2023, an entity controlled by a majority stockholder (approximately 24 440,000 40,000 400,000 The note bears interest at 8 18 2,000,000 In the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due. The lender will have the option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days. In August 2023, an entity controlled by a majority stockholder (approximately 24 440,000 40,000 400,000 The note bears interest at 8 18 3,000,000 In the event of default, all unpaid principal and accrued interest multiplied by 150% will be immediately due. The lender will have the option to convert the defaulted amount at the average of the closing price over the ten (10) preceding trading days. Entry into Material Definitive Agreement Related Party On August 10, 2023, the Company , the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, an individual, as the representative of the members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire 100 (the “Share Exchange”) 0.0001 (the “Common Stock”). 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 24 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 50,000,000 500,000,000 At the Closing, all of the Membership Interests will be exchanged for 100,000,000 16,000,000 84,000,000 (1) 20,000,000 (2) 20,000,000 (3) For every $ 20,000,000 10,000,000 (4) An additional 10,000,000 Fueling Stations (5) An additional 5,000,000 (6) 5,000,000 (7) 10,000,000 (8) 10,000,000 None of the representations, warranties or covenants of the parties to the Exchange Agreement will survive the Closing. The information set forth above is qualified in its entirety by reference to the Exchange Agreement which is incorporated by reference herein and was attached as Exhibit 10.1 to the Company’s Form 8K filed on August 16, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (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. Significant estimates during the six months ended June 30, 2023 and 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives related to property and equipment, implicit interest rate in right-of-use operating leases, uncertain tax positions, and the valuation allowance on deferred tax assets. |
Risks and Uncertainties | 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. |
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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 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. 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 June 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 At June 30, 2023 and December 31, 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 HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value June 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 Realized losses, including amortization of bond premiums on these debt securities were $ 34,556 26,072 During the year ended December 31, 2022, corporate bonds totaling $ 1,151,186 All remaining corporate bonds were liquidated in 2023, resulting in a non-cash gain on sale of debt securities of $ 44,590 0 At June 30, 2023 and December 31, 2022, respectively, all of our corporate bonds were considered a Level 1 asset as their pricing was identifiable through quote prices in active markets for identical assets. |
Accounts Receivable | Accounts Receivable 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 June 30, 2023 and December 31, 2022: Schedule of Accounts Receivable June 30, 2023 December 31, 2022 Accounts receivable $ 1,085,886 $ 766,692 Less: allowance for doubtful accounts (81,772 ) - Accounts receivable - net $ 1,004,114 $ 766,692 There was bad debt expense of $ 79,357 10,888 There was bad debt expense of $ 82,478 14,898 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. There were no At June 30, 2023 and December 31, 2022, the Company had inventory of $ 130,341 151,248 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Concentrations | Concentrations The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Six Months Ended June 30 Customer 2023 2022 A 20.95 % 42.24 % B 12.59 % 17.71 % Total 33.54 % 59.95 % Accounts Receivable Six Months Ended June 30 Year Ended December 31, Customer 2023 2022 A 45.18 % 47.48 % Total 45.18 % 47.48 % Vendor Purchases Six Months Ended June 30 Vendor 2023 2022 A 51.69 % 90.40 % B 36.30 % 9.20 % C 10.72 % 0.00 % Total 98.71 % 99.60 % EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
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 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
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, 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 June 30, 2023 and December 31, 2022, the Company had no |
Debt Discount | Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. |
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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) 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 JUNE 30, 2023 (UNAUDITED) 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. Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. The following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration is fixed and determinable at the initiation of the contract. Performance obligations are satisfied when a delivery is completed or a membership fee has been paid. Therefore, revenue is recognized at a point in time. For each of our revenue streams we only have a single performance obligation. |
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 December June 30, 2023 and December 31, 2022, the Company had deferred revenue of $ 0 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2023 and 2022: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 11,106,912 97.75 % $ 6,018,396 98.75 % Other 255,083 2.25 % 76,103 1.25 % Total Sales $ 11,361,995 100.00 % $ 6,094,499 100.00 % |
Cost of Sales | 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. As of June 30, 2023 and December 31, 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No For the three and six months ended June 30, 2023, the Company generated net losses. At June 30, 2023, the Company has an estimated income tax liability of $ 0 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized $ 21,737 457,330 The Company recognized $ 80,377 685,475 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Stock Warrants | Stock Warrants In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period. |
Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split | Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of contingently issuable shares, common stock issuable upon the conversion of stock options and warrants (using the treasury stock method), and convertible notes. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) The following potentially dilutive equity securities outstanding as of June 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding June 30, 2023 June 30, 2022 Stock options 119,648 87,231 Warrants 203,629 203,629 Total common stock equivalents 323,277 290,860 Warrants and stock options included as commons stock equivalents represent those that are fully vested and exercisable. See Note 9. See Note 5 regarding the Company’s 150,000 Based on the potential common stock equivalents noted above at June 30, 2023, the Company has sufficient authorized shares of common stock ( 50,000,000 On April 27, 2023, the Company executed a 1-for-8 reverse stock split 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. 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 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 is the Chief Executive 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 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
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. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. 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. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. |
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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Unrealized Gains, Losses, and Fair Value | The following is a summary of the unrealized gains, losses, and fair value by investment type at June 30, 2023 and December 31, 2022, respectively: Schedule of Unrealized Gains, Losses, and Fair Value June 30, 2023 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ - $ - $ - December 31, 2022 Amortized Cost Gross Unrealized Losses Fair Value Corporate Bonds $ 2,164,672 $ (44,590 ) $ 2,120,082 |
Schedule of Accounts Receivable | The following is a summary of the Company’s accounts receivable at June 30, 2023 and December 31, 2022: Schedule of Accounts Receivable June 30, 2023 December 31, 2022 Accounts receivable $ 1,085,886 $ 766,692 Less: allowance for doubtful accounts (81,772 ) - Accounts receivable - net $ 1,004,114 $ 766,692 |
Schedule of Concentration Of Risk | The Company has the following concentrations related to its sales, accounts receivable and vendor purchases greater than 10% of the respective totals: Schedule of Concentration Of Risk Sales Six Months Ended June 30 Customer 2023 2022 A 20.95 % 42.24 % B 12.59 % 17.71 % Total 33.54 % 59.95 % Accounts Receivable Six Months Ended June 30 Year Ended December 31, Customer 2023 2022 A 45.18 % 47.48 % Total 45.18 % 47.48 % Vendor Purchases Six Months Ended June 30 Vendor 2023 2022 A 51.69 % 90.40 % B 36.30 % 9.20 % C 10.72 % 0.00 % Total 98.71 % 99.60 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2023 and 2022: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2023 2022 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 11,106,912 97.75 % $ 6,018,396 98.75 % Other 255,083 2.25 % 76,103 1.25 % Total Sales $ 11,361,995 100.00 % $ 6,094,499 100.00 % |
Schedule of Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of June 30, 2023 and 2022 were as follows: Schedule of Dilutive Equity Securities Outstanding June 30, 2023 June 30, 2022 Stock options 119,648 87,231 Warrants 203,629 203,629 Total common stock equivalents 323,277 290,860 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment June 30, 2023 December 31, 2022 Estimated Useful Equipment $ 265,637 $ 265,637 5 Leasehold improvements 29,422 29,422 5 Vehicles 5,135,840 5,142,828 5 Office furniture 129,475 129,475 5 Office equipment 9,471 9,471 5 Vehicle construction in process 109,832 147,006 5 Property Plant And Equipment Gross 5,679,677 5,723,839 Accumulated depreciation (1,685,375 ) (1,134,680 ) Total property and equipment - net $ 3,994,302 $ 4,589,159 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities were as follows at June 30, 2023 and December 31, 2022, respectively: Schedule of Accounts Payable and Accrued Liabilities June 30, 2023 December 31, 2022 Accounts payable $ 889,556 $ 987,012 Accrued payroll 81,082 266,453 Accrued interest 3,673 3,014 Accounts payable $ 974,311 $ 1,256,479 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |
Schedule of Notes Payable and Related Parties and Redeemable Common Stock | Schedule of Notes Payable and Related Parties and Redeemable Common Stock Note #1 Note #2 Note Payable Note Payable Terms Related Party Related Party Total Issuance date of note April 2023 April 2023 Maturity date October 2023 April 2024 Interest rate #1 18 % 5% Interest rate #2 N/A 13% Collateral All assets Unsecured Balance - December 31, 2022 $ - $ - $ - Advances 1,500,000 262,500 1,762,500 Original issue discount (546,000 ) (12,500 ) (558,500 ) Amortization of debt discount - 12,500 12,500 Repayments 217,800 (262,500 ) (44,700 ) Balance - June 30, 2023 1,171,800 - 1,171,800 Current 1,171,800 - 1,171,800 Long term $ - $ - $ - |
Schedule of Maturities of Long Term Debt | Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2023 (6 Months) $ 1,171,800 $ - $ 412,004 $ 1,583,804 2024 - 246,444 818,903 1,065,347 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 14,776 14,776 Total $ 1,171,800 $ 246,444 $ 1,583,722 $ 3,001,966 |
Non-Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Schedule of Notes Payable Vehicles | The following is a summary of the Company’s note payable (non-vehicles) at June 30, 2023 and December 31, 2022, respectively: Schedule of Noted Payable Non - vehicles Terms Note #1 Issuance date of note June 2023 Maturity date December 2024 Interest rate N/A Collateral All assets Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount /issuance costs (25,250 ) Repayments (4,295 ) Amortization of debt discount 739 Balance - June 30, 2023 246,444 Current - Long term $ 246,444 |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Schedule of Notes Payable Vehicles | Schedule of Notes Payable Vehicles Default Issue Date Maturity Dates Interest Rate Interest Rate Collateral June 30, 2023 December 31, 2022 2019 January 2022 December 2023 3.5 9.0 N/A Vehicles $ 14,419 $ 25,830 2021 December 2024 November 2025 3.5 9.0 N/A Vehicles 215,258 271,217 2022 January 2025 May 2027 3.5 9.0 N/A Vehicles 1,354,045 1,712,849 1,583,722 2,009,896 Current 767,339 811,516 Long-Term $ 816,383 $ 1,198,380 |
Schedule of Notes Payable with Third Parties | The Company executed various vehicle notes with third parties as follows: Schedule of Notes Payable with Third Parties Balance - December 31, 2021 $ 476,313 Acquisition of vehicles in exchange for notes payable 2,166,643 Repayments (633,060 ) Balance - December 31, 2022 2,009,896 Repayments (426,174 ) Balance - June 30, 2023 $ 1,583,722 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2023 and 2022, respectively: Schedule of Operating Lease assets and Liabilities June 30, 2023 December 31, 2022 Assets Operating lease - right-of-use asset - non-current $ 411,025 $ 521,782 Liabilities Operating lease liability $ 440,044 $ 546,022 Weighted-average remaining lease term (years) 1.75 2.25 Weighted-average discount rate 5 % 5 % The components of lease expense were as follows: |
Schedule of Components of Lease Expense | Schedule of Components of Lease Expense June 30, 2023 June 30, 2022 Operating lease costs Amortization of right-of-use operating lease asset $ 110,757 $ 105,470 Lease liability expense in connection with obligation repayment 12,132 $ 17,419 Total operating lease costs $ 122,889 $ 122,889 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 118,109 $ 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 2023 (6 months) $ 133,294 2024 256,414 2025 69,421 Total undiscounted cash flows 459,129 Less: amount representing interest (19,085 ) Present value of operating lease liability 440,044 Less: current portion of operating lease liability 238,042 Long-term operating lease liability $ 202,002 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Company Nonvested Shares | A summary of the Company’s nonvested shares (due to service based restrictions) as of June 30, 2023 and December 31, 2022, is presented below: Schedule of Company Nonvested Shares Weighted Average Number of Gant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2021 39,698 $ 26.16 Granted 120,850 5.04 Vested (50,693 ) 21.52 Cancelled/Forfeited (4,375 ) 16.00 Balance - December 31, 2022 105,481 0.56 Granted 674,783 2.40 Vested (154,255 ) 2.99 Balance - June 30, 2023 626,009 $ 0.91 |
Schedule of Stock Option Activity | Stock option transactions for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Option Activity Weighted Average Weighted Weighted Remaining Average Number Average Contractual Aggregate Grant Stock Options of Exercise Price Term (Years) Intrinsic Date Outstanding - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Vested and Exercisable - December 31, 2021 21,923 $ 14.24 3.25 $ - $ - Unvested and non-exercisable - December 31, 2021 - $ - 0.00 $ - $ - 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 (17,120 ) $ 5.84 Outstanding - June 30, 2023 331,185 $ 7.21 4.25 $ 78,289 $ - Vested and Exercisable - June 30, 2023 119,648 $ 4.99 3.79 $ 78,289 $ - Unvested and non-exercisable - June 30, 2023 211,537 $ 8.46 4.52 $ - $ - |
Schedule of Fair Value Assumptions | The fair value of the stock options granted in 2023 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Fair Value Assumptions Expected term (years) 5.00 Expected volatility 59% 62 % Expected dividends 0 % Risk free interest rate 4.00 % Expected term (years) 5.00 Expected volatility 62 % Expected dividends 0 % Risk free interest rate 1.64 % |
Schedule of Stock Warrant Activity | Warrant activity for the six months ended June 30, 2023 and the year ended December 31, 2022 are summarized as follows: Schedule of Stock Warrant Activity Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding - December 31, 2021 203,629 $ 4.15 3.22 $ - Vested and Exercisable - December 31, 2021 203,629 $ 4.15 3.22 $ - Unvested - December 31, 2021 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Vested and Exercisable - December 31, 2022 203,629 $ 4.15 2.22 $ 82,756 Unvested - December 31, 2022 - $ - - $ - Granted - Exercised - Cancelled/Forfeited - Outstanding - June 30, 2023 203,629 $ 4.15 1.73 $ 97,887 Vested and Exercisable - June 30, 2023 203,629 $ 4.15 1.73 $ 97,887 Unvested and non-exercisable - June 30, 2023 - $ - - $ - |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation at Fair Value | A summary of the purchase price allocation at fair value is below: Schedule of Purchase Price Allocation at Fair Value Consideration paid Cash $ 321,250 Common stock 50,000 Fair value of consideration transferred $ 371,250 Recognized amounts of identifiable assets acquired Vehicles 153,000 Customer list 66,413 Loading rach license 58,857 Other identifiable intangibles 56,124 Total assets acquired 334,394 Goodwill $ 36,856 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Incorporation date | Mar. 28, 2019 | |||||||
Net Loss | $ 2,468,811 | $ 2,348,771 | $ 3,872,670 | $ 3,266,510 | $ 4,817,582 | $ 7,139,180 | ||
Net cash used in operating | 3,898,769 | 6,028,287 | ||||||
Accumulated Deficit | 39,662,743 | 39,662,743 | $ 34,845,161 | |||||
Stockholders equity | 1,799,365 | $ 3,659,799 | $ 15,587,518 | $ 19,075,335 | 1,799,365 | $ 15,587,518 | $ 5,785,447 | $ 21,868,446 |
Working capital deficit | 1,394,150 | 1,394,150 | ||||||
Cash on hand | $ 1,359,333 | $ 1,359,333 |
Schedule of Unrealized Gains, L
Schedule of Unrealized Gains, Losses, and Fair Value (Details) - Corporate Bond Securities [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 1,085,886 | $ 766,692 |
Less: allowance for doubtful accounts | (81,772) | |
Accounts receivable - net | $ 1,004,114 | $ 766,692 |
Schedule of Concentration Of Ri
Schedule of Concentration Of Risk (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 20.95% | 42.24% | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 45.18% | 47.48% | |
Customer A [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 51.69% | 90.40% | |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.59% | 17.71% | |
Customer B [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 36.30% | 9.20% | |
Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 33.54% | 59.95% | |
Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 45.18% | 47.48% | |
Customers [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 98.71% | 99.60% | |
Customer C [Member] | Vendor Purchase [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10.72% | 0% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||||
Total sales | $ 6,130,661 | $ 3,754,431 | $ 11,361,995 | $ 6,094,499 |
Percentage of revenues | 100% | 100% | ||
Fuel Sales [Member] | ||||
Product Information [Line Items] | ||||
Total sales | $ 11,106,912 | $ 6,018,396 | ||
Fuel Sales [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenues | 97.75% | 98.75% | ||
Other Sales [Member] | ||||
Product Information [Line Items] | ||||
Total sales | $ 255,083 | $ 76,103 | ||
Other Sales [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Percentage of revenues | 2.25% | 1.25% |
Schedule of Dilutive Equity Sec
Schedule of Dilutive Equity Securities Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 323,277 | 290,860 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 119,648 | 87,231 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 203,629 | 203,629 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 26, 2023 | Apr. 19, 2023 | Feb. 15, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Amount insured by FDIC | $ 250,000 | $ 250,000 | ||||||
Realized losses on bonds | 34,556 | $ 26,072 | ||||||
Proceeds from investment | $ 1,151,186 | |||||||
Proceeds from gain loss on sale of debt securities | 44,590 | |||||||
Change in fair value of debt securities | $ (17,208) | (64,494) | ||||||
Bad debt expense | 79,357 | 10,888 | 82,478 | 14,898 | ||||
Provisions for inventory | 0 | 0 | 0 | 0 | ||||
Inventory | 130,341 | 130,341 | 151,248 | |||||
Impairment of intangible assets, finite-lived | 0 | 0 | 0 | 0 | ||||
Impairment losses | 0 | 0 | 0 | 0 | ||||
Derivative liabilities | 0 | 0 | 0 | |||||
Deferred revenue | 0 | 0 | $ 0 | |||||
Interest and penalties | 0 | 0 | ||||||
Income tax liabilities | 0 | 0 | ||||||
Marketing and advertising expense | $ 21,737 | $ 457,330 | $ 80,377 | $ 685,475 | ||||
Temporary equity | 150,000 | 150,000 | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Stockholders' equity, reverse stock split | 1-for-8 reverse stock split | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Consulting fees | $ 5,000 | |||||||
Mountain Views [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Related party other expenses | $ 13,000 | |||||||
Telx Computers Inc [Member] | Services Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Related party other expenses | $ 10,000 | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 | |||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Common stock, shares authorized | 50,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 5,679,677 | $ 5,723,839 |
Accumulated depreciation | (1,685,375) | (1,134,680) |
Total property and equipment - net | 3,994,302 | 4,589,159 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 265,637 | 265,637 |
Estimated useful lives (Years) | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 29,422 | 29,422 |
Estimated useful lives (Years) | 5 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 5,135,840 | 5,142,828 |
Estimated useful lives (Years) | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 129,475 | 129,475 |
Estimated useful lives (Years) | 5 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 9,471 | 9,471 |
Estimated useful lives (Years) | 5 years | |
Vehicle Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 109,832 | $ 147,006 |
Estimated useful lives (Years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 07, 2021 | May 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||
Stock options, shares | 331,185 | 331,185 | 93,481 | 21,923 | ||||
Goodwill impairment loss | $ 166,838 | |||||||
Fair value of intangible | 482,064 | |||||||
Depreciation and amortization | $ 277,608 | $ 230,535 | $ 550,695 | $ 330,766 | ||||
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 | $ 3.76 | |||||||
Licensor [Member] | Technology License Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Stock issued during period, shares | 33,216 | 41,520 | ||||||
Stock issued during the period, acquisitions | 132,864 | |||||||
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 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 889,556 | $ 987,012 |
Accrued payroll | 81,082 | 266,453 |
Accrued interest | 3,673 | 3,014 |
Accounts payable | $ 974,311 | $ 1,256,479 |
Schedule of Notes Payable and R
Schedule of Notes Payable and Related Parties and Redeemable Common Stock (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Amortization of debt discount | $ 231,039 | ||
Long term | 1,062,827 | $ 1,198,380 | |
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Balance - December 31, 2022 | |||
Advances | 1,762,500 | ||
Original issue discount | (558,500) | ||
Amortization of debt discount | 12,500 | ||
Repayments | (44,700) | ||
Balance - June 30, 2023 | 1,171,800 | ||
Current | 1,171,800 | ||
Long term | |||
Notes Payable One [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Notes issuance date | April 2023 | ||
Debt instrument maturity date description | October 2023 | ||
Debt instrument interest rate stated percentage one | 18% | ||
Debt instrument collateral | All assets | ||
Balance - December 31, 2022 | |||
Advances | 1,500,000 | ||
Original issue discount | (546,000) | ||
Amortization of debt discount | |||
Repayments | 217,800 | ||
Balance - June 30, 2023 | 1,171,800 | ||
Current | 1,171,800 | ||
Long term | |||
Notes Payable Two [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Notes issuance date | April 2023 | ||
Debt instrument maturity date description | April 2024 | ||
Debt instrument interest rate stated percentage one | 5% | ||
Debt instrument interest rate stated percentage one | 13% | ||
Debt instrument collateral | Unsecured | ||
Balance - December 31, 2022 | |||
Advances | 262,500 | ||
Original issue discount | (12,500) | ||
Amortization of debt discount | 12,500 | ||
Repayments | (262,500) | ||
Balance - June 30, 2023 | |||
Current | |||
Long term |
Schedule of Noted Payable Non -
Schedule of Noted Payable Non - vehicles (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Repayments | $ (262,500) | $ (266,688) | |
Amortization of debt discount | 231,039 | ||
Long term | $ 1,062,827 | $ 1,198,380 | |
Notes Payable One [Member] | Non-Vehicles [Member] | |||
Short-Term Debt [Line Items] | |||
Notes issuance date | June 2023 | ||
Debt instrument maturity date description | December 2024 | ||
Debt instrument collateral | All assets | ||
Balance - December 31, 2022 | |||
Face amount of note | 275,250 | ||
Debt discount /issuance costs | (25,250) | ||
Repayments | (4,295) | ||
Amortization of debt discount | 739 | ||
Balance - June 30, 2023 | 246,444 | ||
Current | |||
Long term | $ 246,444 |
Schedule of Notes Payable Vehic
Schedule of Notes Payable Vehicles (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Notes payable long term | $ 1,062,827 | $ 1,198,380 |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable, gross | 25,830 | |
Notes Payable One [Member] | Vehicles [Member] | ||
Short-Term Debt [Line Items] | ||
Issue date | 2019 | |
Collateral | Vehicles | |
Notes payable, gross | $ 14,419 | |
Notes Payable One [Member] | Vehicles [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | January 2022 | |
Interest rate | 3.50% | |
Notes Payable One [Member] | Vehicles [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | December 2023 | |
Interest rate | 9% | |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable, gross | 271,217 | |
Notes Payable Two [Member] | Vehicles [Member] | ||
Short-Term Debt [Line Items] | ||
Issue date | 2021 | |
Collateral | Vehicles | |
Notes payable, gross | $ 215,258 | |
Notes Payable Two [Member] | Vehicles [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | December 2024 | |
Interest rate | 3.50% | |
Notes Payable Two [Member] | Vehicles [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | November 2025 | |
Interest rate | 9% | |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable, gross | 1,712,849 | |
Notes Payable Three [Member] | Vehicles [Member] | ||
Short-Term Debt [Line Items] | ||
Issue date | 2022 | |
Collateral | Vehicles | |
Notes payable, gross | $ 1,354,045 | |
Notes Payable Three [Member] | Vehicles [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | January 2025 | |
Interest rate | 3.50% | |
Notes Payable Three [Member] | Vehicles [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | May 2027 | |
Interest rate | 9% | |
Notes Payable [Member] | Vehicles [Member] | ||
Short-Term Debt [Line Items] | ||
Notes payable | $ 1,583,722 | 2,009,896 |
Notes payable current | 767,339 | 811,516 |
Notes payable long term | $ 816,383 | $ 1,198,380 |
Schedule of Notes Payable with
Schedule of Notes Payable with Third Parties (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Repayments | $ (405,802) | ||
Vehicles [Member] | Third Party [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Balance - December 31, 2022 | 2,009,896 | $ 476,313 | $ 476,313 |
Acquisition of vehicles in exchange for notes payable | 2,166,643 | ||
Repayments | (426,174) | (633,060) | |
Balance - June 30, 2023 | $ 1,583,722 | $ 2,009,896 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) | Jun. 30, 2023 USD ($) |
Short-Term Debt [Line Items] | |
2023 (6 Months) | $ 1,583,804 |
2024 | 1,065,347 |
2025 | 282,212 |
2026 | 55,827 |
2027 | 14,776 |
Total | 3,001,966 |
Vehicles [Member] | |
Short-Term Debt [Line Items] | |
2023 (6 Months) | 412,004 |
2024 | 818,903 |
2025 | 282,212 |
2026 | 55,827 |
2027 | 14,776 |
Total | 1,583,722 |
Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
2023 (6 Months) | |
2024 | 246,444 |
2025 | |
2026 | |
2027 | |
Total | 246,444 |
Notes Payable [Member] | Related Party [Member] | |
Short-Term Debt [Line Items] | |
2023 (6 Months) | 1,171,800 |
2024 | |
2025 | |
2026 | |
2027 | |
Total | $ 1,171,800 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Stock issued for debt issuance costs, value | $ 25,308 | ||||
Redeemable common stock | 323,277 | 290,860 | |||
Net proceeds | $ 1,460,000 | $ 2,118,840 | |||
Interest payable | 3,673 | $ 3,014 | |||
Line of credit limit | 1,000,000 | 3,000,000 | |||
Outstanding borrowings | $ 1,000,000 | $ 3,000,000 | |||
Line of credit facility interest rate during period | 6.50% | 5.75% | |||
Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Stock issued for cash | 8,393 | 8,393 | |||
Stock issued for debt issuance costs, value | $ 1 | $ 25,803 | |||
Share price | $ 24.08 | ||||
Notes Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Face amount | 1,500,000 | ||||
Original issue discount | 150,000 | ||||
Fee amount | 140,000 | ||||
Amortization of issuance costs | 290,000 | ||||
Proceeds from issuance costs | $ 1,210,000 | ||||
Redeemable common stock | 150,000 | ||||
Debt conversion price | $ 0.74 | ||||
Debt unamortized discount | $ 328,200 | ||||
Notes Payable One [Member] | Non-Vehicles [Member] | |||||
Short-Term Debt [Line Items] | |||||
Face amount | $ 275,250 | ||||
Maturity date description | December 2024 | ||||
Debt unamortized discount | $ 24,511 | ||||
Net proceeds | $ 250,000 | ||||
Interest rate | 8.90% | ||||
Deb iInstrument repaid principal | $ 275,250 | ||||
Interest payable | $ 25,250 | ||||
Interest rate | 10% | ||||
Proceeds from debt net of issuance costs | $ 25,250 | ||||
Notes Payable One [Member] | Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Stock issued for debt issuance costs, value | $ 256,000 | ||||
Share price | $ 2.56 | ||||
Notes Payable One [Member] | Common Stock [Member] | Agreement [Member] | |||||
Short-Term Debt [Line Items] | |||||
Stock issued for cash | 100,000 | ||||
Notes Payable One [Member] | Lender [Member] | |||||
Short-Term Debt [Line Items] | |||||
Stock issued for cash | 250,000 | ||||
Commitment fee shares | 150,000 | ||||
share redemption value | $ 8 | ||||
Maturity date description | October 2023 | ||||
Number of redeemed, shares | 150,000 | ||||
Controlling interest rate | 10% | ||||
Notes Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Face amount | $ 262,500 | ||||
Controlling interest rate | 24% | ||||
Net proceeds | $ 250,000 | ||||
Accrued interest | 13,125 | ||||
Aggregate debt interest | $ 275,625 |
Schedule of Operating Lease ass
Schedule of Operating Lease assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 03, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease - right-of-use asset - non-current | $ 411,025 | $ 521,782 | $ 735,197 |
Operating lease liability | $ 440,044 | $ 546,022 | |
Weighted average remaining lease term | 1 year 9 months | 2 years 3 months | |
Weighted average discount rate | 5% | 5% |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Amortization of right-of-use operating lease asset | $ 110,757 | $ 105,470 |
Lease liability expense in connection with obligation repayment | 12,132 | 17,419 |
Total operating lease costs | 122,889 | 122,889 |
Operating cash outflows from operating lease (obligation payment) | 118,109 | 246,538 |
Right-of-use asset obtained in exchange for new operating lease liability | $ 735,197 |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-Cancellable Leases (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (6 months) | $ 133,294 | |
2024 | 256,414 | |
2025 | 69,421 | |
Total undiscounted cash flows | 459,129 | |
Less: amount representing interest | (19,085) | |
Present value of operating lease liability | 440,044 | $ 546,022 |
Less: current portion of operating lease liability | 238,042 | 230,014 |
Long-term operating lease liability | $ 202,002 | $ 316,008 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 03, 2021 USD ($) ft² | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||
Area of Land | ft² | 5,778 | ||
Lessee, operating lease, term of contract | 39 months | ||
Total monthly lease payment | $ 21,773 | ||
Payments for rent | 14,743 | ||
Lease right of use asset | $ 735,197 | $ 411,025 | $ 521,782 |
Schedule of Company Nonvested S
Schedule of Company Nonvested Shares (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 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 Ending | 119,648 | 64,823 | |
Weighted Average Grant Date Fair Value Ending | $ 8.46 | $ 5.74 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares Beginning | 105,481 | 39,698 | |
Weighted Average Grant Date Fair Value Beginning | $ 0.56 | $ 26.16 | |
Number of Shares Granted | 674,783 | 120,850 | |
Weighted Average Grant Date Fair Value Granted | $ 2.40 | $ 5.04 | |
Number of Shares Vested | (154,255) | (50,693) | |
Weighted Average Grant Date Fair Value Vested | $ 2.99 | $ 21.52 | |
Number of Shares Cancelled/Forefieted | (4,375) | ||
Weighted Average Grant Date Fair Value Cancelled/Forefieted | $ 16 | ||
Number of Shares Ending | 626,009 | 105,481 | 39,698 |
Weighted Average Grant Date Fair Value Ending | $ 0.91 | $ 0.56 | $ 26.16 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 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 | 4 years 3 months | 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 Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable | 3 years 9 months 14 days | 3 years 5 months 19 days | 3 years 3 months |
Aggregate Intrinsic Value Vested and Exercisable Ending | $ 78,289 | ||
Weighted average grant date fair value Vested and Exercisable Ending | |||
Number of Shares Beginning | 64,823 | ||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | ||
Weighted Average Remaining Contractual Term (years), Unvested and non-exercisable | 4 years 6 months 7 days | 4 years 1 month 28 days | 0 years |
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Number of Options Granted | 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 | 17,120 | ||
Weighted Average Exercise Price, Cancelled/Forfeited | $ 5.84 | ||
Number of Options Cancelled/Forfeited | (17,120) | ||
Number of Options Ending | 331,185 | 93,481 | 21,923 |
Weighted Average Exercise Price, Ending | $ 7.21 | $ 7.62 | $ 14.24 |
Aggregate Intrinsic Value Ending | $ 78,289 | ||
Number of Shares Ending | 119,648 | 64,823 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 4.99 | $ 8.45 | $ 14.24 |
Number of Options Unvested and non-exercisable Ending | 211,537 | 28,658 | 21,923 |
Weighted Average Grant Date Fair Value Ending | $ 8.46 | $ 5.74 | |
Aggregate Intrinsic Value Unvested and non-exercisable Ending |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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% |
Expected volatility | 62% |
Schedule of Stock Warrant Activ
Schedule of Stock Warrant Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options Beginning | 93,481 | 21,923 | |
Weighted Average Exercise Price, Beginning | $ 7.62 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Options Beginning | 4 years 3 months | 3 years 8 months 4 days | 3 years 3 months |
Aggregate Intrinsic Value Beginning | |||
Number of Options Unvested and non-exercisable Beginning | 28,658 | 21,923 | |
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 8.45 | $ 14.24 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 3 years 9 months 14 days | 3 years 5 months 19 days | 3 years 3 months |
Aggregate Intrinsic Value Vested and Exercisable Ending | $ 78,289 | ||
Number of Shares Beginning | 64,823 | ||
Weighted Average Grant Date Fair Value Beginning | $ 5.74 | ||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Number of Warrants Granted | 254,824 | 71,558 | |
Number of Warrants Exercised | |||
Number of Warrants Cancelled/Forfeited | 17,120 | ||
Number of Warrants Cancelled/Forfeited | (17,120) | ||
Number of Options Ending | 331,185 | 93,481 | 21,923 |
Weighted Average Exercise Price, Ending | $ 7.21 | $ 7.62 | $ 14.24 |
Aggregate Intrinsic Value Ending | $ 78,289 | ||
Number of Shares Ending | 119,648 | 64,823 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 4.99 | $ 8.45 | $ 14.24 |
Number of Options Unvested and non-exercisable Ending | 211,537 | 28,658 | 21,923 |
Weighted Average Grant Date Fair Value Ending | $ 8.46 | $ 5.74 | |
Aggregate Intrinsic Value Unvested and non-exercisable Ending | |||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Options Beginning | 203,629 | 203,629 | |
Weighted Average Exercise Price, Beginning | $ 4.15 | $ 4.15 | |
Weighted Average Remaining Contractual Term (years), Options Beginning | 1 year 8 months 23 days | 2 years 2 months 19 days | 3 years 2 months 19 days |
Aggregate Intrinsic Value Beginning | $ 82,756 | ||
Number of Options Unvested and non-exercisable Beginning | 203,629 | ||
Weighted Average Exercise Price, Vested and Exercisable Beginning | $ 4.15 | $ 4.15 | |
Weighted Average Remaining Contractual Term (years), Vested and Exercisable Beginning | 1 year 8 months 23 days | 2 years 2 months 19 days | 3 years 2 months 19 days |
Aggregate Intrinsic Value Vested and Exercisable Ending | $ 97,887 | $ 82,756 | |
Number of Shares Beginning | 203,629 | ||
Weighted Average Grant Date Fair Value Beginning | |||
Aggregate Intrinsic Value Unvested and non-exercisable Beginning | |||
Number of Warrants Granted | |||
Number of Warrants Exercised | |||
Number of Warrants Cancelled/Forfeited | |||
Number of Warrants Cancelled/Forfeited | |||
Number of Options Ending | 203,629 | 203,629 | 203,629 |
Weighted Average Exercise Price, Ending | $ 4.15 | $ 4.15 | $ 4.15 |
Aggregate Intrinsic Value Ending | $ 97,887 | $ 82,756 | |
Number of Shares Ending | 203,629 | 203,629 | |
Weighted Average Exercise Price, Vested and Exercisable Ending | $ 4.15 | $ 4.15 | $ 4.15 |
Number of Options Unvested and non-exercisable Ending | 203,629 | ||
Weighted Average Grant Date Fair Value Ending | |||
Aggregate Intrinsic Value Unvested and non-exercisable Ending |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 26, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
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 | $ 0 | ||||||
Preferred stock rights of redemption | $ 0 | $ 0 | $ 0 | ||||||
Preferred stock conversion price | $ 0 | $ 0 | $ 0 | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Common stock, shares issued | 3,791,332 | 3,791,332 | 3,335,674 | ||||||
Common stock, shares outstanding | 3,641,332 | 3,641,332 | 3,335,674 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | Voting at 1 vote per share | Voting at 1 vote per share | |||||||
Stock issued for debt issuance costs, value | $ 25,308 | ||||||||
Stock issued for acquisition, value | 50,000 | ||||||||
Compensation cost related to unvested options | $ 0 | $ 0 | |||||||
Number of shares granted | 71,558 | ||||||||
Number of shares granted, value | 334,178 | $ 182,663 | 429,331 | $ 357,400 | |||||
Number of Shares Granted | 254,824 | 71,558 | |||||||
Stock option grant date fair value | $ 23,920 | ||||||||
Number of shares cancellation | 17,120 | ||||||||
Stock based compensation expense | 646 | $ 22,135 | $ 71,276 | $ 128,646 | |||||
Chief Executive Officer [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of Shares Granted | 54,825 | ||||||||
Accrued salary | $ 50,000 | ||||||||
Consultants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of Shares Granted | 6,250 | ||||||||
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 | ||||||||
Consultants [Member] | Forecast [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares granted | 200,000 | ||||||||
Officers And Directors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of Shares Granted | 65,308 | ||||||||
Number of shares granted fair value | $ 350,000 | ||||||||
Former Officers And Board [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock based compensation expense | 2,344 | 64,063 | |||||||
Stock based compensation expense | 9,375 | $ 22,135 | 9,375 | $ 128,646 | |||||
Stock based compensation expense | 7,031 | 73,438 | |||||||
Third Party [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of Shares Granted | 2,990 | 7,213 | |||||||
Restricted Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Compensation cost related to unvested options | $ 572,560 | $ 572,560 | |||||||
Weighted average period for recognition | 6 months 21 days | ||||||||
Number of Shares Granted | 674,783 | 120,850 | |||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares granted | 254,825 | ||||||||
Number of shares granted, value | $ 73,920 | ||||||||
Number of Shares Granted | 28,572 | ||||||||
Share based compensation | 5,980 | ||||||||
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 | ||||||||
Minimum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||
Common stock, shares authorized | 500,000,000 | ||||||||
Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Common stock, shares authorized | 50,000,000 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares sold under ATM, shares | 8,393 | 8,393 | |||||||
Stock issued for debt issuance costs, value | $ 1 | $ 25,803 | |||||||
Share price | $ 24.08 | ||||||||
Percentage of commission | 3% | 3% | |||||||
Deferred offering costs | $ 25,803 | $ 25,803 | |||||||
Stock issued for service | 4,268 | ||||||||
Stock issued for service, value | $ 102,759 | ||||||||
Stock issued for acquisition | 5,040 | 5,040 | |||||||
Stock issued for acquisition, value | $ 1 | $ 50,000 | |||||||
Number of shares granted | 190,755 | 6,510 | 2,790 | ||||||
Number of shares granted, value | $ 19 | ||||||||
Common Stock [Member] | Acquisition [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ 9.92 | ||||||||
Common Stock [Member] | Notes Payable [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares sold under ATM, shares | 100,000 | ||||||||
Stock issued for debt issuance costs, value | $ 256,000 | ||||||||
Share price | $ 2.56 | $ 2.56 | |||||||
Common Stock [Member] | Related Party [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | 2.12 | $ 2.12 | $ 28.51 | ||||||
Stock issued for service | 197,265 | 45,932 | |||||||
Stock issued for service, value | $ 450,428 | $ 1,309,524 | |||||||
Common Stock [Member] | Minimum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | 3.06 | $ 3.06 | |||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share price | $ 3.53 | $ 3.53 |
Schedule of Purchase Price Allo
Schedule of Purchase Price Allocation at Fair Value (Details) - USD ($) | 6 Months Ended | ||
Mar. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||
Cash | $ 321,249 | ||
Total assets acquired | $ 334,394 | ||
Goodwill | 36,856 | ||
Vehicles [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 153,000 | ||
Customer Lists [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 66,413 | ||
Loading Rack License [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 58,857 | ||
Other Identifiable Intangibles [Member] | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 56,124 | ||
Full Service Fueling [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 321,250 | ||
Common stock | 50,000 | ||
Fair value of consideration transferred | $ 371,250 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 11, 2022 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Issuance of stock, value | $ 50,000 | |
Goodwill | $ 36,856 | |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2023 | Aug. 10, 2023 | Aug. 04, 2023 | Jul. 31, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 09, 2023 | Apr. 26, 2023 | |
Subsequent Event [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Number of Shares Granted | 254,824 | 71,558 | |||||||||
Proceeds from issuance of equity | $ 25,308 | ||||||||||
Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 154,255 | 50,693 | |||||||||
Number of Shares Granted | 674,783 | 120,850 | |||||||||
Forfeiture of restricted shares | 4,375 | ||||||||||
Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred stock, shares authorized | 500,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ownership percentage | 24% | 24% | |||||||||
Working capital | $ 440,000 | $ 440,000 | $ 440,000 | $ 440,000 | |||||||
Net of discount | $ 40,000 | $ 40,000 | 40,000 | 40,000 | |||||||
Proceeds from issuance of common stock | 400,000 | 400,000 | |||||||||
Increase in accrued interest | $ 3,000,000 | $ 2,000,000 | |||||||||
Common stock par value | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 500,000,000 | 50,000,000 | |||||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 100,000,000 | ||||||||||
Number of Shares Granted | 16,000,000 | ||||||||||
Forfeiture of restricted shares | 84,000,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 10,000,000 | ||||||||||
Share based award vesting rights description | For every $20,000,000 of proceeds received by the Company following the Closing from (i) any issuance of its equity securities or debt securities; or through the receipt of grants, rebates or subsidies received from utilities, government agencies, quasi government agencies, or granting/rebate authorities, calculated collectively, an additional 10,000,000 Restricted Shares shall vest | ||||||||||
Proceeds from issuance of equity | $ 20,000,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 10,000,000 | ||||||||||
Share based award vesting rights description | An additional 10,000,000 Restricted Shares will vest for each of the first three traditional gas station and rest-stop/service station or other income-producing property that will offer fuel and electric vehicle charging centers, in each case which (i) has reasonable space available to develop and deploy the systems proposed to be developed and deployed by the Company at such location and (ii) serve the purpose of generating revenue from fuel, electric vehicle charging and solar and battery storage systems (the “Fueling Stations”) purchased by the Company following the Closing as a direct result of the occurrence of the Exchange Agreement and the transactions therein | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 5,000,000 | ||||||||||
Share based award vesting rights description | An additional 5,000,000 Restricted Shares will vest upon each subsequent Fueling Station purchased by the Company following the closing as a direct result of the occurrence of the Exchange Agreement and the transactions therein, beyond the three Fueling Stations | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share Based Compensation Award Tranche Four [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 5,000,000 | ||||||||||
Share based award vesting rights description | 5,000,000 Restricted Shares will vest for each solar, wireless electric vehicle charging, and/or battery storage, system, being systems in which energy is stored in order to reduce load and capacities on the electrical grid, deployed as a standalone system and not as a fuel station (which shall mean that the system is deployed and operational as a standalone system and not as a fuel station) by the Company following the Closing | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share Based Compensation Award Tranche Five [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 10,000,000 | ||||||||||
Share based award vesting rights description | 10,000,000 Restricted Shares will vest upon the deployment by the Company of the first beta of dynamic wireless EV charging following the Closing | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Share Based Compensation Award Tranche Six [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 10,000,000 | ||||||||||
Share based award vesting rights description | 10,000,000 Restricted Shares will vest upon the sale by the Company to a residential customer of the first wireless EV charging station that is developed based on intellectual property owned by the Company at such time, with such sale following the Closing | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Acquisition Target [Member | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 20,000,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Second Acquisition Target [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Vesting of restricted shares | 20,000,000 | ||||||||||
Subsequent Event [Member] | Michael Farkas [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ownership percentage | 24% | ||||||||||
Subsequent Event [Member] | Next Charging LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Membership interest | 100% | ||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable interest | 8% | 8% | 8% | 8% | |||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable interest | 18% | 18% | 18% | 18% | |||||||
Director [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock value | $ 130,000 |