UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52883

DRIVEITAWAY HOLDINGS, INC.

Delaware	20-4456503

(State or other jurisdiction of Identification Number)	(I.R.S. Employer incorporation or organization)

3201 Market Street, Suite 200/201

Philadelphia, PA 10104 (856) 577-2763

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

The aggregate market value of ~~the~~ the voting and non-voting common stock held by non-affiliates of the registrant as of March 31, ~~2023~~2024 was $~~706~~1,~~337~~ 547,437 based on the closing price of $0.~~038~~057 of the Company’s common stock as quoted on the OTCQB Marketplace on that date.

As of ~~March~~February 824, ~~2024,~~ 2025, there are ~~106~~113,~~551~~951,722 shares of common stock of the registrant outstanding.

Documents Incorporated by Reference:

None

☐

TABLE OF CONTENTS

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	109
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	109
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1516
Item 8.	Financial Statements and Supplementary Data	1516
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1617
Item 9A.	Controls and Procedures	1617
Item 9B.	Other Information	1718
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevents Inspection	1718
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1819
Item 11.	Executive Compensation	2021
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2122
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2223
Item 14.	Principal Accounting Fees and Services	2324
PART IV
Item 15.	Exhibits and Financial Statement Schedules	2425
Item 16.	Form 10-K Summary	2526

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. You should read statements that contain these words carefully because they:

●

discuss future expectations;

●

contain projections of future results of operations or financial condition; or

●

state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The cautionary language discussed in this Form 10-K provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

●

the operating and financial results of the Company;

●

our failure to successfully implement our growth strategy;

●

changing economic conditions;

●

our need for additional financing;

●

litigation and regulatory issues;

●

our failure to comply with current or future laws or regulations; and

You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K. Forward looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements.

All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 10K or to reflect the occurrence of unanticipated events.

PART I

Item 1. Business

General

As used in this Annual Report, references to the “Company,” “DriveItAway,” “we,” “our,” and “us” refer to DriveItAway Holdings, Inc. and its consolidated subsidiary, unless otherwise indicated. In addition, references to our “financial statements” are to our consolidated financial statements included elsewhere in this Annual Report except as the context otherwise requires.

We prepare our consolidated ~~financial~~ financial statements in United States dollars and in accordance with generally accepted accounting principles as applied in the United States, (“U.S. GAAP”). In this Annual Report, references to “$” and “dollars” are to United States dollars.

Overview

DriveItAway Holdings, Inc. ~~was~~ was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc. On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida limited liability company, which is a wholly owned subsidiary.

The Company is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. We provide a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The Company has expanded its easy and transparent consumer app ‘subscription to ownership’ platform to to enable entry level consumers to drive and acquire new Electric Vehicles.

Agreement and Plan of Share Exchange

On December 7, 2021, the Company (f/k/a Creative Learning Corporation), DriveItAway, Inc., a Delaware corporation (“DIA”), and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange, under which the Company would acquire all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). As a result of the Share Exchange, DIA will become a wholly-owned subsidiary of the Company.

Each share of Series A Preferred will be convertible into that number of shares of common stock of the Company which would entitle the Series A Preferred holders to 85% of the Company’s common stock, determined on a fully-diluted basis. The exact conversion rate of the Series A Preferred will be determined at closing of the Share Exchange. In addition, each share of Series A Preferred will be entitled to dividends and voting rights on an “as converted” basis with the common stockholders.

Closing on Share Exchange

On February 24, 2022, closing of the Share Exchange occurred. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, ~~which~~ which entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, ~~determined~~ determined on a fully-diluted basis. In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis with the common stockholders.

Upon closing of the Share Exchange, all of the existing members of the board of directors (the “Board”) of the Company resigned, except that Rod Whiton’s resignation will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. John Possumato, and Adam Potash were appointed to the Company’s Board, provided that the appointments of Messrs. Potash and Patrizio will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. Upon closing of the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato was appointed chief executive officer and Adam Potash was appointed chief operating officer. Mike Elkin agreed to remain as chief financial officer of the Company.2

2Upon closing of the Share Exchange, all of the existing members of the board of directors (the “Board”) of the Company resigned, except that Rod Whiton’s resignation will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. John Possumato, and Adam Potash were appointed to the Company’s Board, provided that the appointments of Messrs. Potash and Patrizio will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. Upon closing of the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato was appointed chief executive officer and Adam Potash was appointed chief operating officer. Mike Elkin agreed to remain as chief financial officer of the Company.

Sale Agreement with StroomX, LLC

On December 7, 2021, the Company entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which the Company agreed to sell all of the Company’s subsidiaries (the “Learning Subsidiaries”) involved in its learning business (the “Learning Business”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser. In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company harmless from any such liabilities. The Purchaser is controlled by Christopher Rego, the Company’s current chief executive officer. Closing of the sale will occur after the closing of the Share Exchange.

The sale of the Learning Business closed on March 18, 2022. As consideration for the purchase of the Learning Business, the parties agreed to offset $50,000 in severance due to Christopher Rego as part payment of the purchase price. The remainder of the purchase price was paid by a joint note executed by by the Purchaser and Mr. Rego in the principal amount of $100,000, which is payable in full on April 20, 2022 without interest. Alternatively, the parties agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note of of all shares of common stock owned by Mr. Rego and his spouse in the Company, provided that the number of shares is not less than 500,000. In the event the note is not paid in full by its maturity date, either in cash or shares, the note shall bear interest at 15% per annum until it is paid in full. 500,000 shares were returned to the transfer agent and cancelled as of May 12, 2022.

Series A Preferred Stock

February 24, 2022, the Company’s Board approved an amendment to its certificate of incorporation to designate a new series of preferred stock, which is known as the Series A Convertible Preferred Stock. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, determined on a fully-diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined below). In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis with the common stockholders.

On April 20, 2022, holders of 2,464,784 shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702 shares of common stock. On the same date, the board of directors approved a resolution to exercise the Company’s right to mandatorily convert the remaining 129,809 shares of Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979 shares of common stock.

Names Change and Capital Structure

On April 18, 2022, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from Creative Learning Corporation to DriveItAway Holdings, Inc. and to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000.

Our Business

We have developed a consumer-facing app and Web-based platform that allows any automotive retailer the ability to provide a subscription to ownership “~~micro~~flexible-lease” model for any consumer, regardless of down payment or credit history, –or ~~easy~~for those who just do not want to make an immediate long term financial commitment, in an easy, transparent, and risk-free way for both the consumer and the retailer.

Under our “Drive Now, Decide Later” mantra, any consumer, regardless of credit, can go on our app, select a vehicle, sign for and pick up a vehicle, and have the subscription deal consummated in a matter of minutes. Unlike a vehicle sale or lease, a candidate that passes our detailed screening can be driving without making any long-term financial commitment, for as long as he/she wants, in the vehicle of choice. While there is really no such thing as “digital retailing” for the sale or lease of a vehicle in the U.S. today, as all states require actual “wet ink” signatures for documents either sent to the buyer or signed at a dealership, documents for a rental or subscription can all be legally signed digitally, so this process is quick, easy and can all be consummated in our app – with the vehicle delivered to the candidate. We are true digital retailing for the automotive industry.3

~~Unlike~~Under ~~rental~~our ~~car~~“Drive ~~companies~~Now, Decide Later” mantra, any consumer, regardless orof ~~even~~credit, ~~subscription~~can ~~companies~~go ~~available~~on toour USapp, select a vehicle, sign for and ~~Canadian~~pick ~~consumers~~it ~~today~~up, aonce ~~DriveItAway~~approved, ~~vehicle~~and have the subscription ~~program~~deal isconsummated ~~differentiated~~in ~~with~~a ~~one~~matter ~~vital~~of ~~element~~minutes. Unlike a vehicle sale or lease, ~~all~~a ofcandidate that passes our ~~drivers~~detailed ~~have~~screening ~~the~~can ~~ability~~be todriving ~~buy~~without ~~the~~making ~~vehicle~~any long-term ~~they~~financial ~~are~~commitment, ~~subscribing~~for toas long as he/she wants, ~~with~~in the ~~portion~~vehicle of ~~the~~choice. ~~money they~~While ~~are~~there ~~paying~~is inreally asno ~~rental~~such ~~fees~~thing ~~accruing~~as ~~towards~~“digital retailing” for the ~~purchase~~sale ~~price,~~or ~~should~~lease ~~they~~of ~~choose~~a tovehicle ~~buy~~in the U.S. ~~All~~today, ~~drivers~~as ~~have~~all ~~the~~states ~~right,~~require ~~but~~actual ~~not~~“wet ink” signatures for ~~the~~documents ~~obligation,~~either sent to ~~buy~~the buyer or signed at ~~any~~a ~~time~~dealership, ~~and~~documents ~~get~~for ~~the~~a ~~benefit~~rental ofor ~~his~~subscription orcan ~~her~~all ~~specific~~be ~~vehicle’s~~legally ~~reduced~~signed ~~purchase~~digitally, so ~~price~~this ~~created~~process byis quick, easy and can all be consummated in our app – with the ~~payments~~ ~~they~~vehicle ~~have~~delivered ~~made~~to the candidate. We are true digital retailing for ~~vehicle~~the ~~usage~~automotive industry.

3Unlike rental car companies, or even subscription companies available to US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated with one vital element, all of our drivers are given the option to buy the vehicle they are subscribing to, with the portion of the money they are paying in as rental fees “writing down” the purchase price, should they choose to buy. All drivers have the right, but not the obligation, to buy at any time, and get the benefit of his or her specific vehicle’s reduced purchase price created by the payments they have made for vehicle usage.

Just as Divvy Homes has revolutionized the rent-to-own market for houses during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles are sold, where a purchase transaction starts in a commitment-free rental or subscription.4

~~While~~Just ~~we think this easy, transparent, and turnkey type of “Drive Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically~~ as ~~the~~Divvy ~~entire~~Homes ~~car~~has ~~market~~revolutionized ~~makes~~ the ~~transition~~ rent-to-own EVmarket ~~vehicles~~for ~~and~~houses during wethese ~~gain~~cash-strained ~~more visibility as an alternative in the marketplace~~times, ~~right now~~DriveItAway ~~the~~seeks ~~“low~~to ~~hanging~~revolutionize ~~fruit”~~how isboth ~~indeed~~new ~~the subprime~~ and ~~deep~~used ~~subprime~~vehicles ~~consumer~~are sold, ~~whose~~where ~~alternatives~~a ~~are~~purchase ~~limited~~transaction starts toin ~~the~~a ~~bad choices~~commitment-free ~~outlined~~rental ~~above~~or subscription.

4While we think this easy, transparent, and turnkey type of “Drive Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically as the entire car market makes the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right now the “low hanging fruit” is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad choices outlined above.

We use a technology partner to extensively screen our applicants through a digital process for background and identity, driving history and insurance risk, income verification, etc., but we do not require any threshold credit score. As long as an applicant has a clean driving record and adequate income, etc., he/she can qualify for one of our vehicles. In the current environment, the average new vehicle is selling for approximately $47,000 dollars while the average used vehicle is selling for approximately $28,000 with an average six-year payment of over $716. Our average vehicle usage/rental fees are priced a little higher (between $150-225 a week, not counting insurance) on a subscription, but our driver is ~~building~~writing ~~equity~~down in the ~~vehicle~~ultimate ~~they~~purchase price ~~are~~with his/her usage payments while driving, and most all are working towards a buyout – when the amount written down is low enough that he/she can successfully finance the purchase. As our mission is defined, we get our credit-challenged customers off of the “gerbil wheel” of never-ending payments, and out of vehicles that break down before the payments are finished.

In general, as banks and finance organizations are tightening up credit policies and increasing down payment requirements, particularly for subprime and deep subprime buyers, ~~and~~as auto loan delinquencies ~~are~~ ~~now at a seventeen year high~~increase, while vehicles have become higher in price relative to income, we see vehicle subscriptions at the same trajectory of growth today as consumer vehicle leasing was 25-30 years ago: a small percentage of “sales” now, but high growth in the years to come. We see our unique ~~subscription~~flexible lease to ownership model as the best subscription program for all consumers, as it offers the best of both the “walk away” ability of a turnkey monthly rental, but with the advantage of benefiting from the monthly usage payment reduction, should the driver choose to buy.

DriveItAway works with franchise and larger independent dealers (not with Buy Here/Pay Here stores), and is primarily a turnkey subscription dealer platform, although we do act as principal in many cases owning our ~~vehicles,~~own ~~particularly EV~~ vehicles, always serviced and delivered by our car dealership partners. This both creates revenue for DriveItAway, and demonstrates, in an “open book” environment, how dealers can best use our technology as software as a service, to run their own program, as DriveItAway was created to offer. During 2024, we secured a 2 million dollar line of credit to expand operating our own company owned vehicles. We also acquired inventory in the past year from a large under a fleet lease agreement with a large national fleet owner. This ~~allows~~ allows the company to scale rapidly in many locations, without the burden of fixed overhead or personnel expenses.

How We Work

Without the technology available in recent years, it would not be possible for DriveItAway to exist. Many years ago, when the Buy Here/Pay Here market first developed it was necessary for those dealers to maintain 30/40% net profit margins, as typically a third of their vehicles ended up being repossessed, and, by the time the dealer actually received the vehicle back, it was in such bad repair it was worth next to nothing.

Today, with embedded app based technology, we can greatly reduce most of the risks, identify those problems that do occur quickly, and mitigate losses, so that we can maintain a high per-unit profit margin and still price very competitively as compared to other choices our retail customers might have, allowing for a good profit margin for ourselves and dealers that use us as a subscription/micro-lease platform. Note: most franchise dealers would like the extra profit and business deep subprime candidates represent (they have been, typically the most loyal and highest profit margin sector of vehicle buyers), particularly now when many “near prime” buyers are rapidly being reclassified as subprime, but do not want to deal with the typical problems a “Buy Here/Pay Here” operation represents, nor do they want to operate that type of “victimizing” enterprise.

First, our all in-app subscription process is not only quicker and much more transparent to our end user drivers, but it is also much easier to administer and maintain from an operational perspective. DriveItAway uses a third-party screening service to review an applicant’s identity and background, his/her driving history and insurance risk, income verification and employment, and credit tier. While we do not require any particular credit score, we do require a ratio of income to payment coverage for all renters, a clean driving history, and other criteria to mitigate risk. This automated screening process runs in the app with an API and is completed within minutes.5

~~Once~~First, aour ~~candidate~~all ~~qualifies~~in-app ~~for the~~subscription ~~vehicle~~process ~~selected,~~is wenot ~~collect~~only aquicker ~~security~~and ~~deposit~~much more ~~commensurate~~transparent ~~with~~to ~~the~~our ~~payment~~end ~~and~~user ~~value of the vehicle~~drivers, ~~and~~but ~~all~~it ~~drivers~~is ~~pay~~also inmuch ~~advance by~~easier ~~credit~~to ~~card~~administer orand ~~ACH~~maintain ~~inside~~from ~~the~~an ~~app~~operational perspective. WeDriveItAway uses ~~are~~a ~~also~~third-party ~~gearing~~screening upservice to ~~collect~~review ~~through~~an ~~voluntary~~applicant’s ~~payroll~~identity ~~deduction~~and ~~for~~background, ~~our~~his/her ~~subscribers~~driving ashistory ~~well.~~and insurance risk, ~~Before~~income ~~such~~verification ~~technologies~~and ~~existed~~employment, inand ~~the~~credit ~~old~~tier. ~~days~~While ofwe ~~“Buy~~do ~~Here/Pay~~not ~~Here”~~require ~~the~~any ~~payment~~particular ~~process~~credit ~~was~~score, ~~(and~~we ~~still~~do isrequire ina ~~many~~ratio of income ~~these~~to ~~small~~payment ~~stores),~~coverage ~~literally~~for ~~done~~all inrenters, ~~person~~a onclean adriving ~~weekly~~history, ~~basis~~and –other ~~obviously,~~criteria ~~there~~to ismitigate arisk. ~~lot~~This ofautomated ~~collection~~screening ~~friction~~process runs in athe ~~manual process~~app with an API and is completed within minutes.

~~One~~Once ~~major~~a ~~key~~candidate toqualifies ~~what~~for ~~we do is~~ the ~~placement of advanced telematics on every~~ vehicle selected, we ~~offer~~collect ~~for~~a ~~subscription. All drivers in our subscription contract are informed~~security ~~and~~deposit ~~agree~~commensurate ~~to have a live-time telematics device in each vehicle along~~ with anthe ~~ignition starter cut-off switch, which is tied back into our~~ payment ~~platform.~~and ~~With~~value ~~this,~~of ~~DriveItAway~~the ~~can monitor~~ vehicle ~~location~~, and ~~driving~~all ~~pattern~~drivers ~~(speed~~pay ~~versus~~in ~~speed~~advance ~~limit,~~by ~~hard~~credit ~~braking, etc.)~~card ~~and~~or ~~can~~ACH ~~set~~inside upthe ~~a “red flag” monitor to identify unsafe driving~~app. ~~Unsafe driving is not tolerated and will result in~~Before asuch ~~warning~~technologies ~~and possible vehicle return. In addition~~existed, in the ~~ignition~~old ~~starter~~days ~~cut-off~~of ~~switch~~“Buy ~~automatically~~Here/Pay ~~kills~~Here” the ~~start-up of the vehicle, if an advance~~ payment isprocess ~~overdue~~was (~~note:~~and itstill ~~does~~is ~~not~~ in ~~any~~many ~~way~~of ~~stop~~these ~~the vehicle while driving, but once the vehicle is shut off, it simply~~small ~~cannot be restarted~~stores), ~~unless~~literally wedone ~~“turn~~in itperson ~~back~~ on~~”).~~ ~~This~~a isweekly ~~not~~basis ~~seen~~– ~~so much as a penalty~~obviously, ~~but~~there ais ~~very explicit reminder that our driver must pay for the vehicle. Through our AI chat and automated system,~~ a ~~person~~lot ~~can simply say when and what amount~~ of ~~payment they~~collection ~~are~~friction ~~prepared to make, and the vehicle will turn on, even if the payment commitment is~~ in ~~the future (we do not want to strand anyone or cause undue hardship). However, repeated late payments can result in~~ a ~~vehicle~~manual ~~requiring a return~~process.

5One major key to what we do is the placement of advanced telematics on every vehicle we offer for subscription. All drivers in our subscription contract are informed and agree to have a live-time telematics device in each vehicle along with an ignition starter cut-off switch, which is tied back into our payment platform. With this, DriveItAway can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking, etc.) and can set up a “red flag” monitor to identify unsafe driving. Unsafe driving is not tolerated and will result in a warning and possible vehicle return. In addition, the ignition starter cut-off switch automatically kills the start-up of the vehicle, if an advance payment is overdue (note: it does not in any way stop the vehicle while driving, but once the vehicle is shut off, it simply cannot be restarted, unless we “turn it back on”). This is not seen so much as a penalty, but a very explicit reminder that our driver must pay for the vehicle. Through our AI chat and automated system, a person can simply say when and what amount of payment they are prepared to make, and the vehicle will turn on, even if the payment commitment is in the future (we do not want to strand anyone or cause undue hardship). However, repeated late payments can result in a vehicle requiring a return.

One note, our entire program is focused on keeping our subscribers who want to buy “on the rails” and that is made clear at inception. We work with our subscribers to help each achieve their goal of vehicle ownership~~, which includes free credit counseling/credit remediation if desired by the applicate~~. ~~Finally,~~We we counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription is is the fact that no long-term commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable, ~~simply~~ simply turn it in (each is paying in advance), and preserve the ability to come back for a new vehicle in the future.

~~Finally~~Very clearly, wewithout ~~are~~technology ~~writing~~and ~~down the~~integrations ~~vehicle~~available ~~each~~in ~~month~~the last few years, ~~below~~a ~~depreciated~~flexible ~~“book”~~lease ~~value,~~to soownership ifplatform asuch ~~vehicle~~as isDriveItAway ~~returned,~~could wenot ~~are~~exist. ~~never~~The ~~“upside~~fact ~~down” on~~that ~~market~~it ~~value~~does ~~versus~~now, ~~book~~and ~~value.~~we ~~When~~are aintroducing it ~~vehicle~~into isthe ~~returned~~market, ~~either~~enables us to achieve our ~~own~~mission ~~vehicle~~to orrationalize athe ~~dealer~~one ~~vehicle~~area ~~for~~of ~~dealers~~the ~~using~~automotive usindustry asthat ahas ~~platform, we~~yet ~~simply~~to ~~put~~become itefficient and ~~back~~is ~~out~~filled towith ~~another~~high-margin ~~candidate~~friction, ~~until~~the ~~one~~subprime ofand ~~our~~deep ~~drivers~~subprime ~~purchases~~Buy ~~the~~Here/Pay ~~vehicle~~Here marketplace.

~~Very clearly, without technology and integrations available in the last few years, a subscription to an ownership platform such as DriveItAway could not exist.~~ The ~~fact that~~EV it does now, and we are introducing it into the market, enables us to achieve our mission to rationalize the one area of the automotive industry that has yet to become efficient and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.Landscape

The DriveItAway program is uniquely designed to help alleviate the two biggest impediments to a mainstream or subprime EV ~~Program~~sale, the higher cost (spread out over as long a period of time as required for our subscriber), and the “suitability” or anxiety of plunging into an EV sale.

~~During~~While the ~~last~~future ~~year,~~of ~~DriveItAway, acting~~federal asEV ~~principal,~~new ~~did~~and ~~market~~used ~~pilots~~incentives is uncertain, ~~and~~what is ~~added~~clear ais ~~variety~~that ofthe EVtransition ~~and~~from ~~Hybrid~~internal ~~Plug-In~~combustion ~~vehicles~~to ~~into~~electric ~~its~~vehicles ~~fleet~~will continue, ~~integrating~~but ~~different~~at ~~telematics, marketing~~a ~~models~~slower pace, and ~~user~~stimulated ~~surveys~~by tonew ways ~~engineer~~of ~~and~~ownership, ~~gain~~one ~~experience~~of inwhich, ~~scaling~~we asbelieve, awill ~~mainstream~~be EVthe ~~subscription~~DriveItAway toflexible ~~ownership~~lease ~~platform~~program.

~~The~~Also, ~~DriveItAway~~during ~~program~~the ispast ~~uniquely designed~~year used EV values continue to ~~help~~drop ~~alleviate~~at a record pace, setting the ~~two~~stage ~~biggest~~for ~~impediments~~the DriveItAway platform to provide a ~~mainstream~~turnkey orprofitable ~~subprime~~“safety valve” for a dealer’s used EV ~~sale,~~inventory creating income and sales. It is expected that in the ~~higher~~coming ~~cost~~quarters ~~(spread~~DriveItAway ~~out~~will ~~over~~also asbe ~~long~~able to leverage this dramatic adrop ~~period~~in ofEV ~~time~~resale value by acting as ~~required~~principal ~~for~~in ~~our~~financing ~~subscriber),~~its own fleet of used EV vehicles and ~~the~~offering ~~“suitability”~~them orat ~~anxiety~~very ofaffordable ~~plunging~~rates to ~~into~~its anend EVuser ~~sale~~customers.

~~Add~~Getting toEVs ~~this~~in ~~the recognition and focus on the need for more “~~mainstream” EVconsumer ~~buyers~~hands ~~to achieve EV growth goals~~ in ~~the US, by both private and public entities, and the problem now becoming more apparent in the slower growth in EV sales as new EV inventory builds on dealer lots (now at~~ a ~~120 days supply and increasing)~~beneficial, weprofitable ~~clearly are on the right side of a long-term trend. Indeed, all our EV subscribers have to do is run a new~~way ~~or used EV~~ for ~~the~~all ~~required period of time in a subscription so that it is two model years old when the selling price is written down to $25k or less~~constituencies, ~~and~~“EVs ~~he/she will receive a $4,000 or 30% of the sale price tax credit (in 2024 which can be signed over as cash to the selling dealer, no waiting~~ for ~~a tax credit to come) on his or her purchase~~Everyone,” ~~courtesy~~is ofanother ~~Inflation~~problem ~~Reduction~~that ~~Act~~we ~~(note: the buyer must make less than $75k a year, or $150k for couples)~~solve.

This used EV incentive, of 30% of the purchase price or $4,000 (whichever is less), can easily be seen as perfect synergistic fit with the DriveItAway program, particularly working in coordination with franchise car dealers. With our program, a dealer can, by putting vehicles in a subscription service with our platform, manufacture their own used car, qualifying for the substantial federal used car consumer tax incentive. Also, as retailers have slimmer sales profit margins on mainstream EVs, and will have up to 40-50% less service work on EVs (great for the consumer, not so good for dealers), selling a mainstream EV vehicle twice – once in their subscription service using the DriveItAway platform and then as a used car, with incentives, to the driver or another consumer – helps solve franchise dealer “margin compression” issues as well.6

~~During~~Key ~~the~~Industry ~~past~~Tailwinds ~~year used EV values plunged over 30%~~ and ~~continue~~Foundation ~~to drop at a record pace, setting the stage~~ for ~~the~~Future DriveItAway platform to provide a turnkey profitable “safety valve” for a dealer’s used EV inventory creating income and sales. It is expected that in the coming quarters DriveItAway will also be able to leverage this dramatic drop in EV resale value by acting as principal in financing its own fleet of used EV vehicles and offering them at very affordable rates to its end user customers.Growth

~~Getting~~The ~~EVs~~year 2024 marked a dramatic shift in ~~mainstream~~the ~~consumer~~automotive retail market, ~~hands~~back into amore ~~beneficial~~“normal” conditions. Car dealers once again found themselves with an oversupply of vehicles, ~~profitable~~just ~~way~~as ~~for~~interest rates ~~all~~moved ~~constituencies~~up to the highest level in decades, driving “~~EVs~~floor ~~for~~plan” ~~Everyone~~carrying costs much higher. At the same time, the average new and used vehicle sales prices did not come down significantly from historic highs of prior years, and finance institutions tightened credit and required higher down payment amounts, as delinquencies rose substantially. This has squeezed more and more “subprime” and is“deep ~~another~~subprime” ~~problem~~credit ~~that~~buyers weout ~~solve~~of the traditional market, leaving, again, few good personal vehicle purchase alternatives.

~~Key~~During ~~Industry~~this ~~Tailwinds~~time, your Company has continued to lay the foundation for rapid future growth. As for the last one hundred and twenty or so years vehicles have been for sale, there has almost always been more “supply” than “demand,” we worked past the current market anomaly and we prepared for the future by continuing to develop the processes, technology, and relationships that we feel will make DriveItAway the high growth leader in its emerging market.

WeHighlights ~~believe the convergence~~ of ~~key~~ ~~trends, including~~ the ~~increased~~accomplishments ~~supply~~ of new and used vehicles, the pendulum swinging back to normal on new and used vehicle depreciation curves (a radical shift from the last 24 months), rising interest rates, and a challenging economy (we are a counter cycle company), the major private and public push for EV sales goals, and the entry-level worker shortage, all will contribute to the robust demand for DriveItAway’s ~~dealer~~2024 ~~administered consumer-focused subscription to ownership platform.~~–

6 · March 2024 – After a successful pilot test, DriveItAway announced its partnership with Partners Personnel, the 12th largest national staffing organization in the nation, to offer its micro-lease program to employees to help people get to work, as one of the largest employment problems for entry level employees is getting to and from the job, according to Kristy Gebhart, Regional Vice President and Chair for the Associate Resource Committee of Partners Personnel

●· ~~New~~April ~~and~~2024 ~~Used~~– ~~Vehicle~~DriveItAway ~~Supply~~announced isthat ~~Increasing~~automotive ~~and~~retailers can ~~Vehicles~~use ~~are~~the ~~Decreasing~~DriveItAway intechnology, ~~Value.~~with ~~All~~fleet ofcredit ~~the~~line ~~primary~~options ~~forecasters~~provided ~~and~~by ~~OEMs~~Westlake ~~have stated~~Fleet, ~~clearly~~part ~~that~~of ~~the~~Westlake ~~chip and parts supply shortage has ended~~Financial, ~~and~~providing ~~it is~~ a comprehensive ~~fact~~package ~~that~~ for ~~the first time in two years new vehicle inventories are climbing, currently at~~ a 20turnkey ~~month~~dealership-based ~~high~~flexible ~~and~~lease building rapidly. . Commensurately, used vehicle wholesale prices have plunged over the last few quarters, and now retail used car values are continuing to fall. Many dealers now have used inventory that is “underwater” (not worth the cost value in the wholesale market), and so our platform now adds value to win both incremental new market share and sell used vehicles without a wholesale loss.program

●· ~~Vehicle~~May ~~Affordability~~2024 is– atDriveItAway ansecured ~~All~~a ~~Time~~credit ~~Low,~~line ~~Interest~~of ~~Rates~~2 ~~are Up~~million dollars, ~~auto~~from ~~loan delinquency rates are at~~ a 17respected ~~year~~rental ~~high~~industry ~~and Repossessions are Up for all Financial Credit Ratings~~veteran, ~~but~~to ~~Most~~fund ~~Dramatically~~its ~~for~~own ~~Prime~~fleet ~~Vehicle~~of ~~Loans.~~vehicles ~~The average new car now sells~~ for ~~over $47,000 with~~ the ~~average~~DriveItAway ~~car~~platform, ~~payment~~expanding ~~above~~its ~~$700~~direct services aand ~~month~~also ~~with~~serving as an ~~average~~introduction ~~six-year term loan.. In addition to increasing retail prices~~ and ~~interest~~demonstration ~~rates pushing more folks out of the market, banks for the first time in a long time are tightening up credit policies~~ to ~~reject~~partner ~~higher~~dealers ~~credit scores for vehicle financing. Subprime loan delinquency rates are now the highest seen since 2006, and repossessions are~~ on ~~the~~how ~~rise, particularly in~~ the ~~prime~~program ~~lending segment As our business is counter cycle~~works, ~~in that it both helps those consumers who need~~ to ~~spread~~entice ~~out~~dealers ~~the cost of a new or used vehicle, and particularly helps those who are cash or credit-challenged~~ to ~~drive~~run ~~and~~their own ~~then~~fleet ~~buy~~using aDriveItAway ~~vehicle, all of these macroeconomic indicators are now swinging back to portend a greater need for our solution.~~technology

●· ~~The~~July ~~Focus~~2024 ~~for~~– ~~both~~DriveItAway ~~Vehicle~~announced ~~Manufacturers~~a ~~and~~partnership ~~Government~~with isCorporate Claims ~~to Promote Widespread Mainstream EV Adoption. It is clear that federal EV adoption objectives are impossible to achieve without the high volume~~Management, ~~rapid~~one ~~adoption~~ of ~~EVs among mainstream, non-affluent vehicle buyers. Also, vehicle manufacturers cannot hope to have an adequate return on~~ the ~~billions~~oldest ofand ~~dollars~~largest ~~invested~~independent incomprehensive ~~the~~fleet ~~development~~service and ~~manufacture~~accident ofmanagement EVcompanies ~~vehicles, without mainstream EV sales,~~ in ~~addition to~~ the ~~current~~US, for ~~market~~national ~~98%~~vehicle ~~composed of luxury and premium luxury buyers. Both public and private institutions recognize this~~maintenance, ~~which~~mechanical isservice ~~why the recent focus has been on creating stimulus programs to subsidize the price of EVs~~ and ~~appeal~~accident tomanagement ~~all~~for ~~buyers.~~driver-focused ~~The~~quality ~~DriveItAway~~fleet ~~program fits perfectly to facilitate this much larger trend, the first company of its kind to do so in this way.~~care

●· ~~Dealers~~July ~~are~~2024 ~~Coming~~– ~~Under~~DriveItAway ~~Financial~~announced ~~Pressure~~a topartnership ~~Move~~with EVChapman Automotive ~~Units~~Group, ~~and~~an ~~EVs~~eight ~~Have Lower Profit Margins and Dramatically Fewer Service Requirements. As manufacturers introduce and hinge sales growth on EV vehicles~~location, ~~and consumer demand for e~~multi-~~commerce~~franchise ~~continues~~dealership togroup ~~accelerate, new car dealers are~~ in aPennsylvania ~~particularly difficult position, as profit margins will decrease rapidly, in both sales~~ and ~~fixed~~New ~~operations. Most all vehicle manufacturers~~Jersey, ~~both~~to insupply ~~the US and abroad, with the advent of~~ new EVvehicles ~~models, are putting a new sales model in place for franchise dealers, the “agency model,” where the vehicle price~~ and ~~sales~~to ~~transaction is dictated by the manufacturer online, and the dealer receives a fixed fee for customer delivery. This eliminates the dealer~~provide DriveItAway’s ~~ability to set retail prices or negotiate a purchase. Combine this with the McKinsey & Co. estimate that repair service income will drop 40~~micro-~~50%~~lease ~~with EVs, as compared~~ to ~~ICE~~ownership ~~units (EVs have approximately 200 moving parts, as compared to 2,000 for a gas unit), and profit marge compression for dealers is imminent and a growing concern. Our~~ program allows dealers who use our platform “two bites” at the sales apple, once when a vehicle is put into a dealer’s rental/subscription company (the first sale), and the second when that vehicle is sold used, either to ~~the~~Chapman ~~driver~~store or another party, all the while guaranteeing service work on the vehicle for an extended period of time. By the nature of the subscription to ownership program, our dealer partners increase market share and profit margins on EVs.customers

●· ~~Large~~September ~~Companies~~2024 in– ~~the~~DriveItAway USannounced ~~are~~a inpartnership ~~the~~with AllShifts, ~~Process~~one of ~~Major~~the EVhighest ~~Usage~~rated ~~and~~national ~~Sustainability~~healthcare ~~Adoption.~~staffing ~~Larger~~firms ~~companies~~ in the US ~~are under increased pressure to document sustainability objectives~~, ~~particularly in the replacement of ICE units~~ to ~~EVs,~~help in both their fleet and employee car park. Bank of America, for instance, is giving all employees who make less than $100k a year the incentive of an extra $4,000 for buying an EV. In addition, many are subject to broader ESG audits which have a very real impact on-demand ~~institutional~~nurses ~~investment,~~get ~~etc. and are increasingly emphasizing sustainability in their purchasing decisions~~ to ~~positively impact their communities and~~ the environment. As the DriveItAway program gains more visibility in transparently and efficiently accomplishing these larger companywide aligned goals, we see a much larger scalable growth in working with large corporate constituencies.job

~~● The Adoption of EVs Portends an Increased Focus on Vehicle Subscriptions. Consumers are shifting their lifestyles to include more subscription~~Long-~~based~~Term ~~services,~~Growth especially where battery-driven technology obsolescence could be a major factor. For example, most cell phones today are under a subscription, rather than a purchase or lease contract, and cable television is quickly being replaced in consumer households by subscription streaming. Some major forecasters are predicting the same for EVs as they grow in consumer adoption, that subscriptions will represent even as much as one-third of all EV “sales.” Our subscription with optional ownership technology and platform gives the consumer the best of both a subscription and the ability to convert ownership when and if desired.Strategy

7 As macro developments of oversupply and affordability continue to create the automotive retail environment problems that the DriveItAway technology and platform was created to solve, and after creating the foundational relationships and technologies to scale, we look forward to further rapid growth and achievements in 2025.

~~Long~~Your Company has a number of goals to further growth and be ready to leverage what we see will be a massive waive towards alternative ways to drive and then buy new and used vehicles, particularly by younger buyers in the 18-~~Term~~34 ~~Growth~~age ~~Strategy~~range, who need transportation but lack the cash, credit, or even desire to immediately make a long term financial commitment to own one.

We have made decisions and investments with long-term objectives to scale rapidly. We believe maintaining a long-term growth orientation is key to maximizing DriveItAway’s impact and generating value for all stakeholders, looking towards larger market value potential with the massive changes afoot in the automotive retail industry. We plan to achieve this by continuing to lay down a firm foundation in technology, platform and partners, and continue growth with positive unit economics.7

~~Key~~First, ~~levers~~we want to substantially increase our credit line to operate our own fleet of vehicles, to both increase revenues, continue to improve our ~~growth~~technology, ~~strategy~~and act as an “open book” example to ~~include:~~car dealers that are interested in using our platform as software-as-a-service to operate a fleet and expand sales and market share. We see this as a unique competitive advantage of DriveItAway, in partnering with dealers to supply our own fleet, to show completely how our program works – we don’t just offer SaaS, we put our “money where our mouth is” in demonstrating the returns and advantages. At root, we are designed for and remain an SaaS tool for dealers, but as any new innovation, the best sales process is live demonstration.

●Second, ~~Renew~~we ~~and~~want ~~Continue~~to continue to ~~Redevelop~~make ~~our~~strong ~~Platform~~and asdeep aindustry ~~SaaS~~alliances, not ~~For~~just ~~Larger~~with ~~Car~~partner ~~Dealers~~companies ~~and~~but ~~Large~~with ~~Fleet~~the ~~Providers.~~best Weindividuals ~~plan~~in toour ~~continue~~sector toof ~~refine~~the ~~and~~market. ~~improve~~In 2025, our ~~platform~~goal is to ~~best~~have ~~accommodate~~some ~~dealers~~of ~~for~~the ~~use~~best on ~~with~~a ~~their~~newly ~~own~~created ~~new~~Board ~~and~~of ~~used~~Advisors ~~vehicles~~for your Company, and ason anour ~~entry-level~~Board ~~point~~of toDirectors. ~~grow~~Now ~~market~~that ~~share~~we ~~both~~have laid a firm foundation, we are looking for ~~subprime~~the ~~customers~~best people to guide longer term strategy and ~~potential~~growth, ~~mainstream~~to EVfully ~~buyers~~leverage the massive opportunity we see before us.

●Third, ~~Develop~~we ~~Continued~~want ~~EV-Focused Pilots Acting as Principal~~ to ~~Service~~open ~~Customers~~up ~~Directly with Dealer Partners. We think that as~~ the ~~current~~vast new market ~~for~~of ~~all~~small ~~vehicles~~commercial ~~becomes more challenging, selling entry~~(non-~~level~~gig) customers. ~~EVs~~Up inuntil ~~the~~now ~~volumes~~your ~~projected~~company byhas ~~the~~focused ~~manufacturers~~demand ~~will~~for ~~become~~individuals, particularly ~~difficult,~~those ~~and~~who ~~that~~need ~~programs~~a ~~like~~vehicle ~~DriveItAway~~to ~~will~~get ~~become vital~~ to ~~stimulate~~and ~~mainstream~~from EVwork, in ~~adoption.~~2025 Weour ~~plan~~goal tois ~~continue~~ to ~~gain~~expand ~~experience~~this ~~and~~market ~~reputation~~to inthose ~~accommodating~~who ~~mainstream~~use EVtheir ~~adopters~~SUV, ~~directly~~truck ~~with~~or ~~our~~van ~~own~~to ~~inventory~~work, ~~anticipating~~not ~~likely~~in ~~support~~a ~~from~~gig ~~manufacturers~~or ~~and~~rideshare ~~manufacturer-owned captive finance companies~~capacity, asbut ~~we make our presence known~~ as a ~~unique~~small fleet ~~buyer~~vehicle.

●There ~~Continue~~are ~~Partnerships~~over ~~with~~3,275,000 ~~Vehicle~~vehicles ~~Fleet~~used ~~Providers~~in ~~for~~small ~~Consignment~~businesses ~~Vehicles~~in asthe weUS ~~Build~~(Automotive News, ~~Dealer~~March ~~Clients.~~2024), ~~DriveItAway~~representing ~~currently~~a ~~has~~market ~~relationships~~size ~~with~~of ~~two~~over ~~subscription/rental~~$300B ~~organizations,~~with ~~for~~anticipated ~~the~~growth ~~consignment~~CAGR of ~~lease~~5.59 ~~vehicles~~during tothe gonext ~~into~~year ~~the~~(Precedence ~~DriveItAway~~Research, Oct ~~program~~2024). ~~Given~~DriveItAway ~~the~~is ~~specialization~~now ~~and~~creating ~~uniqueness~~a ofstrategic ~~the~~plan ~~DriveItAway~~to ~~technology~~address this large and ~~platform,~~fast-growing ~~there~~market iswith aone ~~synergy~~of the leading experts in ~~these~~the fleet ~~suppliers~~business, ~~leasing~~on ~~vehicles~~how to usaddress ~~for~~small ~~our~~commercial ~~target~~account ~~market,~~needs ~~and~~with ~~gain~~a ~~from~~flexible, ~~our~~pay ~~wholesale~~as ~~lease~~you ~~payments~~go lease, ~~then~~with ~~their~~DriveItAway. ~~alternative~~As towith subprime goindividuals, to the ~~significant~~credit ~~expense~~criteria offor ~~capturing~~conventional ~~our~~financing ~~market~~is ~~directly.~~very Inlimited ~~turn~~for these businesses, ~~this~~so ~~supplies~~DriveItAway ussees ~~with~~a ~~wholesale~~scalable, large ~~inventory~~opportunity to ~~expand~~satisfy ~~our~~this ~~direct~~need, ~~market~~in ~~share~~the same way it does for individuals, ~~facilitating~~by ~~our~~de-risking ~~growth~~the process for both the vehicle owner and ~~market~~the ~~presence~~customer, that ultimately leads to more opportunity and sales.

● Pilot and Expand Partnerships with Large Contract Labor Organizations and Corporates to Fulfill Both Their ESG and Employee Retention and Recruitment Goals. As we roll out our second successful pilot with a contract labor organization, we, together, intend to scale our solution with many other large corporates in strategically located regions throughout 2024. Again, with larger reach and visibility, this application and target market is large and vast, and alone presents scale to many thousands of vehicles.Employees

●As ~~Continue~~of toSeptember ~~Expand Synergistic Partnerships with Industry Providers in Insurance~~30, ~~Lead Generation and Telematics Infrastructure. Over the last 24 months~~2024, we have ~~dramatically~~0 ~~increased~~employees ~~our~~and ~~partnerships~~7 ~~with~~independent ~~major~~contractors. ~~insurance~~Some ~~providers~~of ~~(with~~our ~~refined~~executive ~~risk~~officers ~~screening~~ and ~~launched~~directors aare ~~“bring~~engaged ~~your own insurance” model~~ in ~~the~~outside ~~second~~business ~~quarter of 2023), potential lead generation partners (such as EV subscription services~~ activities that ~~only~~we ~~focus~~do onnot ~~subprime,~~believe ~~absorbing~~conflict ~~rejected~~with ~~leads into~~ our ~~sales~~business. ~~funnel)~~Over ~~and~~time, ~~telematics~~we ~~providers~~may ~~(integration~~be ~~with~~required ~~innovative~~to ~~new~~hire ~~technologies~~additional ~~for~~employees ~~vehicle~~or ~~monitoring~~engage ~~and~~independent ~~control).~~contractors to ~~These~~execute ~~relationships~~various ~~will~~projects ~~allow~~that usare tonecessary ~~continue~~ to ~~refine,~~ grow and ~~scale~~develop our business~~, and provide our own innovations while improving customer experience, with a minimum of infrastructure investment~~. WeThese decisions will ~~continue~~be tomade ~~grow~~by ~~these~~our ~~partnerships~~officers and ~~add additional partners~~directors, if ~~to leverage~~ and ~~refine~~when ~~our model~~appropriate.

●Corporate Expand Into More Regions of the US and Gain More Consumer Visibility. One of the biggest impediments to our growth, indeed, is the lack of DriveItAway as a visible alternative to our target audiences - those subprime consumers whose alternatives for transportation ownership our far worse, and, in addition to the new group of mainstream consumers who are interested in EVs but do not want to take the risk of getting into a long-term financial commitment before extensive use. As we increase our inventory and presence in more contiguous regions throughout the US, our visibility will increase. In addition, we continue to present at auto industry trade shows to gain more visibility among potential dealer and technology partners, and our CEO regularly has articles published in trade industry journals.Information

8Our principal executive office is located at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104. Our telephone number is (856) 577-2763. Our website is www.driveitaway.com. Our website’s information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC.

●Available Unlock New Business Models. Our capabilities as a scalable direct-to-customer digital mobility subscription to ownership platform, with proprietary integrated technology, position us to drive the adoption of future business models. This includes our expertise in managing what we believe will become the largest centrally managed fleet of EV mainstream/credit challenged consumer vehicles, with our subscription to ownership model, which in the future will allow us to unlock future service offerings, including retail insurance, credit and funding products to our consumer customer base.Information

~~Employees~~Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the SEC will be available free of charge by sending a written request to our corporate headquarters. Additionally, the documents we file with the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website is www.sec.gov.

AsWe ofmaintain ~~September~~a 30corporate website at www.driveitaway.com. You will be able to access our Annual Reports on Form 10-K, ~~2023~~Quarterly Reports on Form 10-Q, ~~we have~~Current 0Reports ~~employees~~on Form 8-K and 7amendments ~~independent~~to ~~contractors.~~those ~~Some~~reports, ofproxy ~~our~~statements ~~executive~~and ~~officers~~other ~~and~~information ~~directors~~to ~~are~~be ~~engaged~~filed inor ~~outside~~furnished ~~business~~pursuant ~~activities that~~to weSection do13(a) ~~not~~or 15(d) ~~believe~~of ~~conflict~~the Exchange Act with ~~our~~the ~~business.~~SEC ~~Over~~free ~~time,~~of wecharge ~~may~~at beour ~~required~~website toas ~~hire~~soon ~~additional~~as ~~employees~~reasonably orpracticable ~~engage~~after ~~independent~~such ~~contractors to~~material ~~execute~~will ~~various~~be ~~projects~~electronically filed ~~that~~with, ~~are~~or ~~necessary~~furnished to, ~~grow~~the ~~and~~SEC. ~~develop~~The ~~our~~information ~~business.~~contained ~~These~~in, ~~decisions~~or ~~will~~that can be ~~made~~accessed bythrough, our ~~officers~~website ~~and~~is ~~directors, if~~not ~~and~~part ~~when~~of ~~appropriate~~this Annual Report.

~~Corporate Information~~8

Our principal executive office is located at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104. Our telephone number is (856) 577-2763. Our website is www.driveitaway.com. Our website’s information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC.

Available Information

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the SEC will be available free of charge by sending a written request to our corporate headquarters. Additionally, the documents we file with the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website is www.sec.gov.

We maintain a corporate website at www.driveitaway.com. You will be able to access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, proxy statements and other information to be filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material will be electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this Annual Report.

Item 1A. Risk Factors

We are not required to provide this information as we are a smaller reporting company.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

On April 1, 2022, the Company leased virtual office space at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104 for its corporate office. The lease ~~has~~had a term of one year and was renewed on a month-to-month basis until August 2024, when the office was closed. The Company is not obligated to pay rent.

Item 3. Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~knowledge~~ knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosures

Not applicable.

Market Price for Equity Securities

Our common stock is quoted on the OTC Pink under the symbol “DWAY”. The following table sets forth the quarterly high and low daily close for our common stock for the two years ended September 30, ~~2023~~2024 and ~~2022~~2023. There is a very limited market for the Company’s common stock

	Price Range
	High		Low
Year ended September 30, 2024
First Quarter	$	0.10	$	0.0004
Second Quarter	$	0.11	$	0.0025
Third Quarter	$	0.09	$	0.02
Fourth Quarter	$	0.11	$	0.04
Year ended September 30, 2023
First Quarter	$	0.13	$	0.03
Second Quarter	$	0.13	$	0.02
Third Quarter	$	0.04	$	0.02
Fourth Quarter	$	0.04	$	0.00
Year ended September 30, 2022
First Quarter	$	0.20	$	0.15
Second Quarter	$	0.17	$	0.08
Third Quarter	$	0.13	$	0.08
Fourth Quarter	$	0.09	$	0.01

Holders

At ~~March~~February 824, ~~2024~~2025 , the Company had ~~106~~113,~~551~~951,722 outstanding shares of common stock and ~~144~~143 shareholders of record.

~~Dividends~~9

Holders of common stock are entitled to receive dividends as may be declared by the Company’s Board. The Company’s Board is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared, and it is not anticipated that dividends will be paid in the foreseeable future. Any indebtedness the Company incurs in the future may also limit its ability to pay dividends. Investors should not purchase the Company’s common stock with the expectation of receiving cash dividends.Dividends

~~Recent~~Holders of common stock are entitled ~~Sales~~to receive dividends as may be declared by the Company’s Board. The Company’s Board is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared, and it is not anticipated that dividends will be paid in the foreseeable future. Any indebtedness the Company incurs in the future may also limit its ability to pay dividends. Investors should not purchase the Company’s common stock with the expectation of ~~Unregistered~~receiving ~~Securities~~cash dividends.

~~There were~~Recent noSales ~~sales~~ of ~~unregistered~~Unregistered ~~securities during the fourth quarter of the fiscal year ended September 30, 2023.~~Securities

~~Purchase~~ In May 2024, the Company issued 750,000 shares of its ~~Equity~~common ~~Securities~~stock to an accredited investor for $15,000 in gross proceeds. The issuance to the investor relied on the exemption from registration provided by Section 4(2) of the ~~Issuer~~Securities Act of 1933 and ~~Affiliated~~Rule ~~Purchasers~~506 of Regulation D promulgated thereunder concerning the issuance of restricted stock.

WeIn May 2024, the Company issued 1,000,000 shares of its common stock to a ~~did~~lender ~~not~~as ~~repurchase~~a ~~any~~commitment ~~securities~~fee. ~~during~~The ~~the~~fair ~~fourth~~market ~~quarter~~value of the ~~fiscal~~common ~~year~~stock ~~ended~~on ~~September~~the 30date of grant was $70,000. ~~2023~~The issuance to the investor relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted stock.

~~Item~~In July 2024, the Company issued 400,000 shares of 6its common stock to four accredited investors for $8,000 in gross proceeds. ~~Selected~~The ~~Financial~~issuance ~~Data~~to the investor relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted stock.

As On July 12, 2024, the Company sold a ~~smaller~~warrant ~~reporting~~to ~~company~~purchase 5,000,000 weshares ~~are~~of ~~not~~the ~~required~~Company’s common stock at an exercise price of $0.00001 to ~~provide~~an investor for $50,000. The warrant has no expiration date. The investor has the ~~information~~option ~~required~~of byfunding ~~this~~the ~~Item~~Company with two additional tranches of $50,000. The second tranche of $50,000 is due within 60 days of the first funding date of July 12, 2024.

~~Item~~On August 19, 2024, the Company received the funding 7.for ~~Management’s~~the ~~Discussion~~second tranche and ~~Analysis~~issued to the investor a cash warrant to purchase up to 666,666 shares of ~~Financial~~Common ~~Condition~~Stock ~~and~~at ~~Results~~an exercise price of ~~Operations~~$0.08 per share. The warrant has no expiration date.

~~The following~~In ~~discussion~~November ~~and~~2024, ~~analysis~~the ~~should~~Company beissued ~~read~~250,000 inshares of ~~conjunction~~its ~~with~~common ~~the~~stock ~~consolidated~~to ~~financial~~an ~~statements~~accredited ~~and~~investor ~~notes~~for ~~thereto~~$5,000 ~~included elsewhere~~ in ~~this~~gross ~~Form 10-K~~proceeds. ~~All~~The ~~information~~issuance ~~presented~~to ~~herein~~the isinvestor ~~based~~relied on the ~~Company’s fiscal year, which ends September 30. Unless~~ exemption from registration provided ~~otherwise~~by ~~stated,~~Section ~~references~~4(2) toof ~~particular~~the ~~years,~~Securities ~~quarters,~~Act ~~months~~of or1933 ~~periods~~and ~~refer~~Rule to506 ~~the~~of ~~Company’s~~Regulation ~~fiscal~~D ~~years~~promulgated ~~ended~~thereunder inconcerning ~~September and~~ the ~~associated~~issuance ~~quarters, months and periods~~ of ~~those fiscal years~~restricted stock.

10At any time 90 days after the second tranche funding date the investor may invest an additional $50,000 and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000 shares of Common Stock in the and a cash warrant to purchase up to 333,333 shares of Common Stock at an exercise price of $0.08 per share. The warrant does not have an expiration date.

~~Overview~~The issuance to the investor relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted stock.

~~The Company~~Purchase ~~was~~of ~~formed~~Equity inSecurities ~~Delaware~~by ~~on March 8, 2006 as B2 Health, Inc. On July 2, 2010,~~ the ~~Company acquired BFK Franchise Company, LLC (“BFK”),~~Issuer ~~a Nevada limited liability company,~~ and ~~concurrently~~Affiliated changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc.Purchasers

~~The Company~~We isdid anot ~~national~~repurchase ~~dealer~~any ~~focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce,~~securities ~~with~~during ~~its~~the ~~exclusive~~fiscal ~~“Pay~~year asended ~~You~~September ~~Go” app-based subscription program. DIA provides a comprehensive turnkey~~30, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities2024. ~~The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles.~~

~~RESULTS OF~~Item ~~OPERATIONS~~6. Selected Financial Data

~~For the~~As ~~year~~a ~~ended~~smaller ~~September~~reporting 30company, we ~~2023,~~are ~~compared~~not required to ~~year~~provide ~~ended~~the ~~September~~information ~~30,~~required ~~2022~~by this Item.

~~Our operating~~Item ~~results~~7. ~~for~~Management’s ~~the~~Discussion ~~years~~and ~~ended~~Analysis ~~September~~of ~~30,~~Financial ~~2023~~Condition and ~~2022~~Results ~~are~~of ~~summarized as follows:~~Operations

	Years Ended
	September 30,
	2023			2022			Change $			Change %
Revenues	$	307,284		$	55,509		$	251,775			454	%
Cost of revenue		238,763			38,898			199,865			513	%
Gross Profit		68,521			16,611			51,910			313	%
Operating expense		830,976			1,201,767			(370,791	)		(31	%)
Operating loss		(762,455	)		(1,185,156	)		422,701			(36	%)
Other Income (expense)		(167,682	)		(290,209	)		122,527			(42	%)
Net loss	$	(930,137	)	$	(1,475,365	)	$	545,228			(37	%)

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Form 10-K. All information presented herein is based on the Company’s fiscal year, which ends September 30. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years.

Revenues for the year ended September 30, 2023 was $307,284, as compared to $55,509 for the year ended September 30, 2022, an increase of $251,775 primarily due to a $151,464 increase in rental revenue.10

Operating expenses for the year ended September 30, 2023 were $830,976 as compared to $1,201,767 for the year ended September 30, 2022. The decrease of $370,791 was primarily attributable to a $299,088 decrease in professional fees and a $90,475 reduction in salaries and payroll taxes.Overview

~~Operating~~The ~~loss~~Company was ~~$762,455~~formed in ~~for~~Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the ~~year~~Company ~~ended~~acquired ~~September~~BFK 30Franchise Company, ~~2023~~LLC (“BFK”), asa ~~compared~~Nevada limited liability company, and concurrently changed its name to $1Creative Learning Corporation. On February 24,~~185~~ 2022,~~156~~ ~~for~~ the ~~year~~Company ~~ended~~acquired DriveItAway, ~~September~~Inc., 30and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. ~~The~~On ~~decrease~~April of18, ~~$422~~2022,~~701~~ the name was ~~largely~~ ~~attributable~~changed to aDriveItAway ~~decrease~~Holdings, inInc. ~~professional~~On ~~fees~~April 12, ~~salaries~~2024, ~~and~~the ~~payroll~~Company ~~taxes~~formed ~~and~~DIA Leasing, LLC, a ~~large~~Florida ~~increase~~limited inliability ~~rental~~company, ~~revenue~~which is a wholly owned subsidiary.

11The Company is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles.

~~Other~~RESULTS ~~income~~OF (expenses) for year ended September 30, 2023 were ($167,682), as compared to ($290,209) for the year ended September 30, 2022. The increase of $122,527 was attributable to an increase in amortization debt discount of $555,282, partially offset by decreases in gain (loss) on change in fair value of derivative liability, gain on PPP loan forgiveness, and interest expense of $265,465, $24,148, and $103,549, respectively.OPERATIONS

~~Liquidity~~For ~~and~~the ~~Capital~~year ended September 30, 2024, compared ~~Resources:~~to year ended September 30, 2023

~~The~~Our ~~following~~operating ~~table~~results ~~provides~~for the ~~selected~~years ~~financial~~ended ~~data about our Company as of~~ September 30, ~~2023~~2024 and ~~2022.~~2023 are summarized as follows:

Working Capital

	Years Ended
	September 30,
	2024			2023			Change $			Change %
Revenues	$	460,661		$	307,284		$	153,707			50	%
Cost of revenue		322,730			238,763			83,967			35	%
Gross Profit		138,261			68,521			69,740			102	%
Operating expense		706,416			830,976			(124,560	)		(15	%)
Operating loss		(568,155	)		(762,455	)		194,300			(25	%)

Other Income (expense)		(1,680,088	)		(167,682	)		(1,512,406	)		(902	%)
Net loss	$	(2,248,243	)	$	(930,137	)	$	(1,318,106	)		(142	%)

	September 30,			September 30,
	2023			2022			Change $
Cash	$	4,632		$	127,109		$	(122,477	)
Current assets, net of restricted cash	$	16,216		$	143,689		$	(127,473	)
Current liabilities		1,878,080			1,094,299			783,781
Working capital (deficiency)	$	(1,861,864	)	$	(950,610	)	$	(911,254	)

Revenues for the year ended September 30, 2024 was $460,991, as compared to $307,284 for the year ended September 30, 2023, an increase of $153,707 primarily due to a $149,248 increase in rental revenue.

AsOperating ofexpenses ~~September~~for ~~30,~~the ~~2023,~~year ended ~~and~~ September 30, ~~2022,~~2024 ~~our~~were ~~total~~$706,416 ~~current~~as ~~assets~~compared ~~net~~to of$830,976 ~~restricted~~for ~~cash~~the ~~were~~year ~~$16,216~~ended ~~and~~September ~~$143~~30,~~689~~ ~~which~~2023. ~~were~~The ~~comprised~~decrease of $4124,~~632~~560 ~~and~~was ~~$127,109 in cash,~~primarily ~~$11,584~~attributable ~~and~~to a $629,~~082~~730 decrease in ~~accounts~~salaries ~~receivable~~ and $0payroll taxes, and a $1094,~~498~~664 decrease in ~~prepaid~~professional ~~expenses, respectively~~fees.

AsOperating ofloss ~~September~~was ~~30, 2023, our current liabilities were~~ $1568,~~861,080~~155 ~~which were comprised of $664,707 in accounts payable and accrued liabilities, $4,918 in accrued interest~~for –the ~~related~~year ~~party,~~ended ~~$7,233~~September ~~in deferred revenue~~30, $22024,~~234~~ inas ~~customer~~compared ~~deposits, $25,080 in due~~ to ~~related party,~~ $27762,~~437~~455 infor ~~promissory notes~~the ~~payable,~~year ~~$12,500~~ended ~~in promissory notes payable in default, $50,000 in promissory notes payable – related parties, $1,082,654 in convertible notes payable, and $1,317 in derivative liability. As of~~ September 30, ~~2022,~~2023. ~~our~~The ~~current~~increase ~~liabilities were $1,094,299 which were comprised~~ of $~~227~~194,~~109~~300 inwas ~~accounts~~largely attributable ~~payable~~to ~~and~~a ~~accrued~~decrease ~~liabilities, $2,101~~ in ~~deferred~~professional ~~revenue~~fees, ~~$750~~salaries,~~000~~ inand ~~convertible~~payroll ~~notes~~taxes ~~payable, $115,009~~and ina ~~derivative~~large ~~liability~~increase ~~and $80~~ in ~~due~~rental ~~to related party~~revenue.

AsOther ofincome (expenses) for year ended September 30, ~~2023,~~2024 ~~and~~were ($1,680,088), as compared to ($167,682) for the year ended September 30, ~~2022,~~2023. ~~our~~The ~~working~~increase ~~capital~~of ~~deficiency~~$1,512,406 was attributable to increases in amortization debt discount of $1271,~~861~~667,~~864~~ ~~and~~change in fair value of derivative liability of $~~950~~512,~~610~~474, ~~respectively~~amortization of deferred financing costs of $201,236, and interest expense of $563,342.

~~Cash Flow Data:~~11

	Years ended
	September 30,
	2023			2022			Change $
Cash used in operating activities	$	(445,105	)	$	(827,611	)	$	382,506
Cash provided by (used in) investing activities	$	(72,872	)	$	(87,504	)	$	14,632
Cash provided by financing activities	$	414,059		$	1,032,450		$	(618,391	)
Net Change in Cash and Restricted Cash	$	(103,918	)	$	117,335		$	(221,253	)

Liquidity and Capital Resources:

~~Cash~~The ~~Flows~~following ~~from~~table ~~Operating~~provides selected ~~Activities~~financial data about our Company as of September 30, 2024 and 2023.

~~During~~Working the year ended September 30, 2023, the company did not generate positive cash flows from operating activities. For the year ended September 30, 2023, net cash flows used in operating activities was $445,105 consisting of a net loss of $930,137, reduced by stock-based compensation expenses of $15,000, amortization debt discount of $122,279, depreciation of $36,783, a loss on debt extinguishment of $36,313, a change in operating assets and liabilities of $444,380, and gain on change in fair value of derivative liability of $169,723.Capital

During the year ended September 30, 2022, we did not generate positive cash flows from operating activities. For the year ended September 30, 2022, net cash flows used in operating activities was $827,611, consisting of a net loss of $1,475,365, reduced by stock-based compensation expenses of $288,461, amortization debt discount of $677,561, depreciation of $8,436, a change in operating assets and liabilities of $132,632 and increased by a gain on PPP loan forgiveness of $24,148 and a gain on change in fair value of derivative liability of $435,188.

	September 30,			September 30,
	2024			2023			Change $
Cash	$	33,588		$	4,632		$	28,956

Current assets, net of restricted cash	$	37,996		$	16,216		$	21,780
Current liabilities		4,373,184			1,878,080			2,495,104
Working capital (deficiency)	$	(4,335,188	)	$	(1,861,864	)	$	(2,473,324	)

12As of September 30, 2024 and September 30, 2023, our total current assets net of restricted cash were $37,996 and $16,216 which were comprised of $33,588 and $4,632 in cash, $1,438 and $11,584 in accounts receivable and $2,970 and $0 in prepaid expenses, respectively.

~~Cash~~As of ~~Flows~~September ~~from~~30, ~~Investing~~2024, ~~Activities~~our current liabilities were $4,373,184 which were comprised of $994,270 in accounts payable and accrued liabilities, $12,752 in accrued interest – related party, $3,306 in deferred revenue, $1,339 in customer deposits, $25,080 in due to related party, $270,000 in promissory notes payable in default, $42,500 in promissory notes payable – related parties, $1,597,312 in convertible notes payable, and $1,386,014 in derivative liability. As of September 30, 2023 our current liabilities were $1,878,080 which were comprised of $664,707 in accounts payable and accrued liabilities, $4,918 in accrued interest – related party, $7,233 in deferred revenue, $2,234 in customer deposits, $25,080 in due to related party, $27,437 in promissory notes payable, $12,500 in promissory notes payable in default, $50,000 in promissory notes payable – related parties, $1,082,654 in convertible notes payable, and $1,317 in derivative liability.

~~During~~As ~~the~~of ~~year~~September ~~ended~~30, 2024 and September 30, 2023, ~~purchased~~our ~~two~~working ~~vehicles~~capital ~~for~~deficiency was $674,~~039~~335,188 and ~~developed a website for a total of~~ $51,~~833~~861,864, respectively.

~~During~~Cash ~~the~~Flow ~~year ended September 30, 2022, the Company generated cash of $70,360 from the acquisition of a subsidiary and purchased three vehicles for $157,864.~~Data:

Cash Flows from Financing Activities

	Years ended
	September 30,
	2024			2023			Change $
Cash used in operating activities	$	(424,379	)	$	(445,105	)	$	20,726
Cash provided by (used in) investing activities	$	(642,647	)	$	(72,872	)	$	(569,775	)
Cash provided by financing activities	$	1,077,423		$	414,059		$	663,364
Net Change in Cash and Restricted Cash	$	10,397		$	(103,918	)	$	114,315

~~During~~Cash ~~the~~Flows ~~year ended September 30, 2023, the Company generated $310,000~~ from ~~the~~Operating issuance of convertible notes, $104,458 from the promissory notes, $50,000 from related party notes payable, and $26,460 from related party advances. These proceeds were partially offset by repayments on related party advances, promissory notes payable, and payments for debt issuance costs of $1,460, $42,011, and $33,388, respectively.Activities

During the year ended September 30, 2024 the company did not generate positive cash flows from operating activities. For the year ended September 30, ~~2022~~2024 net cash flows used in operating activities was $424,379 ~~the~~consisting of ~~Company~~a ~~generated~~net loss of $12,~~125~~248,~~000~~243, ~~from~~reduced ~~the~~by ~~issuance~~amortization debt discount of ~~convertible~~$393,964, ~~notes~~amortization and depreciation of $3657,~~200~~324, ~~from~~gain anon ~~SBA~~change in ~~loan~~fair value of derivative liability of $342,751, ~~offset~~amortization byof deferred financing costs of $~~128~~201,~~750~~236, discount on lines of credit of ~~debt~~$(85,000), ~~issuance~~addition ~~costs~~to derivative liability of $686,102, discount on notes payable of $(112,246), and a change in operating assets and liabilities of $339,751.

~~Going~~During ~~Concern~~the year ended September 30, 2023 the company did not generate positive cash flows from operating activities. For the year ended September 30, 2023, net cash flows used in operating activities was $445,105 consisting of a net loss of $930,137, reduced by stock-based compensation expenses of $15,000, amortization debt discount of $122,279, depreciation of $36,783, a loss on debt extinguishment of $36,313, a change in operating assets and liabilities of $444,380, and gain on change in fair value of derivative liability of $169,723.

~~As of September 30, 2023, the Company had a net loss of $930,137 accumulated deficit of $3,310,896 and did not have sufficient cash on hand to cover expenses for the next twelve (~~12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2024.

~~The~~Cash ~~ability~~Flows ~~of our Company to emerge~~ from ~~the~~Investing development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these requirements, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.Activities

~~Critical~~During ~~Accounting~~the ~~Policies~~year ~~and~~ended September ~~Estimates~~30, 2024 the Company purchased 26 vehicles for $642,647.

~~Our~~During ~~consolidated financial statements are prepared in accordance with accounting principles generally accepted in~~ the ~~United~~year ~~States~~ended ~~(“GAAP”), which require management~~September ~~to make estimates~~30, ~~judgments~~2023 ~~and assumptions that affect~~ the ~~amounts~~Company ~~reported~~purchased intwo ~~our~~vehicles ~~consolidated~~for ~~financial~~$67,039 ~~statements~~ and ~~accompanying notes.~~developed Wea ~~believe~~website ~~our~~for ~~most~~a ~~critical~~total ~~accounting~~of ~~policies and estimates relate to the following:~~$5,833.

●Cash ~~Revenue~~Flows ~~Recognition~~from Financing Activities

●During ~~Stock-Based~~the ~~Compensation~~year ended September 30, 2024, the Company generated $23,000 from the sale of common stock, $100,000 from the sale of warrants, $454,250 from the issuance of notes payable, and $655,882 from lines of credit. These proceeds were partially offset by repayments on notes payable of $155,709.

●During ~~Income~~the ~~Taxes~~year ended September 30, 2023, the Company generated $310,000 from the issuance of convertible notes, $104,458 from the promissory notes, $50,000 from related party notes payable, and $26,460 from related party advances. These proceeds were partially offset by repayments on related party advances, promissory notes payable, and payments for debt issuance costs of $1,460, $42,011, and $33,388, respectively.

●Going ~~Financial Instruments~~Concern

●As ~~Derivative~~of ~~Financial~~September ~~Instruments~~30, 2024, the Company had a net loss of $2,248,243 accumulated deficit of $5,559,139 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2025.

~~While~~The ~~our~~ability ~~estimates~~of ~~and~~our ~~assumptions~~Company to ~~are~~emerge ~~based~~from onthe ~~our~~development ~~knowledge~~stage ofis ~~current~~dependent ~~events~~upon, ~~and~~among ~~actions~~other wethings, ~~may~~obtaining ~~undertake~~additional infinancing ~~the~~to ~~future~~continue operations, ~~actual~~and ~~results~~development of ~~may~~our ~~ultimately~~business ~~differ~~plan. ~~from~~In response to these ~~estimates~~ ~~and~~requirements, ~~assumptions~~management intends to raise additional funds through public or private placement offerings. ~~For~~These afactors, ~~discussion~~among ofothers, raise substantial doubt about the Company’s ~~significant~~ability ~~accounting~~to ~~policies,~~continue ~~refer~~as toa ~~Note~~going 2concern. ofThe accompanying ~~Notes~~financial tostatements do not include any adjustments that might result from the ~~Consolidated Financial~~outcome ~~Statements~~of this uncertainty.

~~Revenue~~Critical ~~Recognition~~Accounting Policies and Estimates

~~The~~Our ~~Company’s revenue~~consolidated isfinancial ~~recognized~~statements are prepared in accordance with ~~Accounting~~accounting ~~Standards~~principles ~~Codification~~generally ~~(“ASC”)~~accepted ~~606,~~in ~~Revenue~~the ~~from~~United ~~Contracts~~States ~~with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform~~ (“~~platform~~GAAP”), ~~operates~~which inrequire ~~the automotive~~management ~~rental industry. The Company assists subprime and deep subprime candidates~~ to ~~rent/lease~~make ~~vehicles on a short-term basis~~estimates, ~~generally~~judgments ~~on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values~~ and ~~reduce~~ ~~vehicle~~assumptions ~~pricing~~that ~~through~~affect the ~~customers~~amounts ~~usage~~reported ~~payments~~in toour ~~show~~consolidated ~~drivers~~financial astatements ~~vehicle~~and ~~purchase price should they be interested in buying~~accompanying ~~the~~notes. ~~vehicle,~~We atbelieve ~~which~~our ~~time~~most ~~the~~critical ~~customer~~accounting ~~would~~policies ~~procure~~and ~~financing~~estimates ifrelate ~~the Company determined they wanted~~ to ~~sell~~ the ~~vehicle at the listed purchase price.~~ following:

13● Revenue Recognition

~~During~~● ~~the~~Stock-Based years ended September 30, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”).Compensation

~~Customers~~● ~~book~~Income a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period.Taxes

~~Vehicles~~● ~~available~~Financial in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized.Instruments

~~The~~● ~~Pay-As-You-Go~~Derivative ~~program~~Financial manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term.Instruments

~~Initial~~While ~~non-refundable~~our ~~fees~~estimates ~~are recognized~~and ~~when payment is received as the Company has no obligation to provide additional services at that point. Miscellaneous charges~~assumptions ~~for~~are ~~extra~~based ~~mileage,~~on ~~late~~our ~~fees,~~knowledge orof ~~toll~~current ~~charges~~events ~~calculated~~ and ~~charged~~actions towe ~~the~~may ~~customer~~undertake ~~credit~~in ~~card at~~ the ~~end~~future, ofactual ~~the~~results ~~usage~~may ~~cycle~~ultimately ~~are~~differ ~~recognized~~from these ~~when~~estimates ~~the~~and ~~credit card charge goes through~~assumptions. ~~Refundable~~For ~~deposits~~a ~~are~~discussion ~~recorded~~of on the ~~balance~~Company’s ~~sheet~~significant ~~until~~accounting ~~deposits~~policies, ~~are~~refer ~~returned~~ to ~~customers or~~Note ~~applied~~2 toof ~~their~~Notes ~~account for fees incurred. Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting date and relate~~ to ~~usages~~the ~~after that date. As of September 30, 2023 and 2022 refundable deposits were $2,234 and~~Consolidated $0Financial ~~and deferred revenue was $7,233 and $2,101, respectively~~Statements.

In addition to the costs associated with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors.13

~~Stock-Based~~Revenue ~~Compensation~~Recognition

The Company ~~recognizes compensation~~’s ~~expense~~revenue ~~for~~is ~~all~~recognized ~~restricted~~in ~~stock~~accordance ~~awards~~with ~~and~~Accounting ~~stock~~Standards ~~options.~~Codification ~~The~~(“ASC”) ~~fair~~606, ~~value~~Revenue offrom ~~restricted~~Contracts ~~stock~~with ~~awards~~Customers, for isall ~~measured~~periods ~~using~~presented. ~~the~~The ~~grant~~Company, ~~date fair~~through ~~value~~its ofDriveItAway ~~our~~online/app-based ~~stock~~platform (“platform”), asoperates ~~determined~~in by the ~~Board~~automotive rental ~~of Directors~~industry. The ~~fair~~Company ~~value~~assists ofsubprime ~~stock~~and ~~options~~deep issubprime ~~estimated~~candidates atto ~~the~~rent/lease ~~grant~~vehicles ~~date~~on ~~using the~~a ~~Black~~short-~~Scholes~~term ~~option-pricing model~~basis, ~~and~~generally ~~the~~on a ~~portion~~weekly ~~that~~or, isin ~~ultimately~~some ~~expected~~cases tomonthly, ~~vest~~basis isunder ~~recognized~~a asPay-As ~~compensation~~You-Go ~~cost over the requisite service period~~program. WeThrough ~~have~~its ~~elected~~platform tothe ~~recognize~~Company ~~compensation~~will ~~expense~~track ~~for~~vehicle ~~all~~values ~~options with graded vesting on a straight-line basis~~and ~~over~~reduce ~~the~~vehicle ~~vesting~~pricing ~~period~~through of the ~~entire~~customers ~~option.~~usage ~~The~~payments ~~determination~~to ofshow ~~fair~~drivers ~~value~~a ~~using~~vehicle ~~the~~purchase ~~Black~~price ~~Scholes~~should ~~pricing~~they ~~model~~be isinterested ~~affected~~in ~~by our~~buying ~~stock~~the ~~value~~vehicle, asat ~~well~~which astime ~~assumptions~~the ~~regarding~~customer awould ~~number~~procure offinancing ~~complex~~if ~~and~~the ~~subjective~~Company ~~variables,~~determined ~~including~~they ~~expected~~wanted ~~stock~~to ~~price~~sell ~~volatility and~~ the ~~risk-free~~vehicle ~~interest~~at ~~rate~~the listed purchase price.

14During the years ended September 30, 2024 and 2023, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”).

~~Fair~~Customers ~~Value~~book ~~Measurements~~a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period.

~~The~~Vehicles ~~Company~~available ~~follows~~in ~~ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as~~ the ~~exchange~~platform ~~price~~can ~~that would~~ be ~~received~~owned ~~for an asset~~ or leased ~~paid~~by ~~to transfer a liability (an exit price) in~~ the ~~principal~~Company or ~~most~~made ~~advantageous~~available ~~market~~through ~~for~~arrangements ~~the~~with ~~asset~~independent orcar ~~liability~~dealerships in(“dealerships”). anFor ~~orderly~~vehicles ~~transaction~~owned ~~between~~or ~~market~~leased ~~participants~~by on the ~~measurement~~Company, ~~date.~~the ~~ASC~~Company’s ~~820~~performance ~~also~~obligation ~~establishes~~for arental ~~fair~~revenue ~~value~~is ~~hierarchy~~to ~~that~~provide ~~distinguishes~~customers ~~between (1)~~with ~~market~~a ~~participant~~vehicle ~~assumptions developed based on market data obtained from independent sources (observable inputs)~~ and ~~(2)~~ an ~~entity’s own~~application ~~assumptions~~to ~~about~~track ~~market~~vehicle ~~participant~~rental ~~assumptions~~arrangements. ~~developed~~For ~~based~~vehicles onmade ~~the best information~~ available inthrough dealerships the ~~circumstances~~Company’s ~~(unobservable~~performance obligation ~~inputs).~~for ~~The~~rental ~~fair~~revenue ~~value~~is ~~hierarchy~~to ~~consists~~provide ofan ~~three~~application ~~broad~~to ~~levels,~~track ~~which~~vehicle ~~gives~~rental ~~the~~arrangements ~~highest~~and ~~priority~~ to ~~unadjusted~~collect ~~quoted~~cash ~~prices~~from incustomers ~~active markets for identical assets or liabilities (Level 1)~~ and ~~the~~remit ~~lowest~~those amounts ~~priority~~ to ~~unobservable~~dealerships ~~inputs~~net ~~(Level 3). The three levels~~ of the ~~fair~~ ~~value~~Company’s ~~hierarchy~~revenue ~~are described below:~~share.

~~Level~~The vehicle rental arrangements are over a fixed contracted 1period; therefore, the Company recognizes rental revenue ratably over the contract term. The Company analyzes the start dates of all contracts and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

~~Level~~Costs 1related ~~applies~~ to ~~assets~~rental ~~or liabilities~~revenue include depreciation for ~~which~~Company ~~there~~owned vehicles and monthly lease payments when the vehicles are ~~quoted~~leased ~~prices~~from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in ~~active~~these ~~markets~~transactions ~~for~~resulting ~~identical~~in ~~assets~~only orthe ~~liabilities~~Company’s revenue share being recognized.

~~Level~~The Pay-As-You-Go program manages or includes insurance. 2Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

~~Level~~Initial 2non-refundable ~~applies~~fees toare ~~assets~~recognized orwhen payment ~~liabilities~~is ~~for~~received ~~which~~as ~~there~~the ~~are~~Company ~~inputs~~has ~~other~~no ~~than~~obligation ~~quoted~~to ~~prices~~provide additional services at that ~~are~~point. ~~observable~~Miscellaneous charges for ~~the~~extra ~~asset~~mileage, late fees, or ~~liability~~toll ~~such~~charges ascalculated ~~quoted~~and ~~prices~~charged to the customer credit card at the end of the usage cycle are recognized when the credit ~~for~~card ~~similar~~charge ~~assets~~goes orthrough. ~~liabilities~~Refundable indeposits ~~active~~are ~~markets;~~recorded ~~quoted~~on ~~prices~~the ~~for~~balance ~~identical~~sheet ~~assets~~until ordeposits ~~liabilities~~are inreturned ~~markets~~to ~~with~~customers ~~insufficient~~or ~~volume~~applied to ortheir ~~infrequent~~account ~~transactions~~for ~~(less~~fees ~~active~~incurred. ~~markets);~~Deferred orrevenue ~~model-derived~~includes ~~valuations~~rental inand ~~which~~insurance ~~significant~~amounts ~~inputs~~that are ~~observable~~paid orfor ~~can~~contracts bethat ~~derived~~overlap a reporting ~~principally~~date ~~from~~and relate to usages after that date. As of September 30, or2024 ~~corroborated~~and by2023 refundable deposits were $1,339 ~~observable~~and ~~market~~$2,234 ~~data~~and deferred revenue was $3,306 and $7,233, respectively.

~~Level 3~~14

~~Level~~In 3addition ~~applies~~ to ~~assets~~the ~~or liabilities~~costs ~~for~~associated ~~which~~with ~~there~~rental ~~are~~revenue and ~~unobservable~~insurance ~~inputs~~revenue, towithin the ~~valuation~~Cost ~~methodology~~of ~~that~~Goods ~~are~~Sold ~~significant~~account to the ~~measurement~~Company ofalso records credit card fees incurred from the ~~fair~~cash collections ~~value~~and cash remittance process, as a significant portion of ~~the~~its ~~assets~~performance orobligation ~~liabilities~~is to collect and remit payments through its credit card processors.

The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities are approximate fair value due to their shortStock-~~term~~Based ~~nature.~~Compensation

~~Derivative~~The ~~Financial~~Company ~~Instruments~~recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

~~The~~Fair ~~Company~~Value accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.Measurements

The ~~Black-Scholes~~Company ~~option~~follows ~~valuation~~ASC ~~model~~820, “Fair ~~was~~Value ~~used~~Measurements toand ~~estimate~~Disclosures”, ~~the~~which defines fair value ofas the ~~embedded~~exchange ~~conversion~~price ~~options~~that ~~and~~would ~~warrants.~~be ~~The~~received ~~model~~for ~~includes~~an ~~subjective~~asset or ~~input~~paid ~~assumptions~~to ~~that~~transfer ~~can~~a ~~materially~~liability ~~affect~~(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value ~~estimates.~~hierarchy ~~The~~that ~~expected~~distinguishes ~~volatility~~between (1) ismarket ~~estimated~~participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the ~~most~~best ~~recent~~information ~~historical~~available ~~period~~in ofthe ~~time,~~circumstances (unobservable inputs). The fair value hierarchy consists of ~~our~~three ~~common~~broad ~~stock~~levels, ~~equal~~ which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the ~~weighted~~lowest ~~average~~priority ~~life~~to unobservable inputs (Level 3). The three levels of the fair ~~options.~~value hierarchy are described below:

~~Off-Balance~~Level ~~Sheet Arrangements~~1

WeLevel ~~have~~1 noapplies ~~off-balance~~to ~~sheet~~assets or ~~arrangements~~liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Derivative Financial Instruments

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

The following audited consolidated financial statements are included in this Annual Report:

1516

DRIVEITAWAY HOLDINGS, INC.

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2023~~ 2024 and ~~2022~~2023

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 6258)	F-12
Consolidated Balance Sheets	F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 6771)	F-4
Consolidated Statements of Operations	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Operations	F-6
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Changes in Stockholders’ Deficit	F-7
Notes to Consolidated Financial Statements	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

~~Report of Independent Registered Public Accounting Firm~~F-1

~~Board~~Report of ~~Directors~~Independent ~~and~~Registered ~~Shareholders~~Public Accounting Firm

~~DriveItAway~~Board ~~Holdings,~~of ~~Inc.~~Directors and Shareholders

~~Opinion~~DriveItAway onHoldings, ~~the Financial Statements~~Inc.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of DriveItAway Holdings, Inc. as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in stockholder’s deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of DriveItAway Holdings, Inc. as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Going~~We ~~Concern~~have audited the accompanying consolidated balance sheet of DriveItAway Holdings, Inc. as of September 30, 2023, and the related consolidated statements of operations, changes in stockholder’s deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of DriveItAway Holdings, Inc. as of September 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Going accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations, has a net capital deficiency, and has not established sufficient revenue to cover its operating costs, therefore will require additional capital to continue operations. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Concern

~~Basis~~The ~~for~~accompanying ~~Opinion~~financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations, has a net capital deficiency, and has not established sufficient revenue to cover its operating costs, therefore will require additional capital to continue operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~These~~Basis ~~financial~~for statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to DriveItAway Holdings, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audits~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB.~~entity’s ~~Those~~management. ~~standards~~Our ~~require~~responsibility ~~that~~is ~~we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~these ~~the~~ financial statements ~~are free~~based ofon ~~material~~our ~~misstatement, whether due to error or fraud~~audit. ~~DriveItAway~~We ~~Holdings,~~are ~~Inc.~~a ispublic ~~not required to have, nor were we engaged~~accounting tofirm ~~perform,~~registered anwith ~~audit~~the ofPublic ~~its~~Company ~~internal~~Accounting ~~control~~Oversight ~~over~~Board ~~financial~~(United ~~reporting.~~States) As(“PCAOB”) ~~part~~and ~~of our audits we~~ are required to ~~obtain~~be ~~an understanding~~independent ofwith ~~internal~~respect ~~control~~to ~~over~~DriveItAway ~~financial~~Holdings, ~~reporting~~Inc. ~~but~~in ~~not~~accordance ~~for~~with the ~~purpose~~U.S. offederal ~~expressing~~securities anlaws ~~opinion~~and on the ~~effectiveness~~applicable ofrules ~~the~~and ~~entity's internal~~regulations ~~control~~of ~~over~~the ~~financial~~Securities ~~reporting.~~and ~~Accordingly,~~Exchange weCommission ~~express~~and nothe ~~such opinion~~PCAOB.

~~Our~~We ~~audits~~conducted ~~included~~our ~~performing~~audit ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the PCAOB. Those ~~misstatement~~standards ofrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~DriveItAway ~~performing~~Holdings, ~~procedures~~Inc. ~~that~~is ~~respond~~not required to ~~those~~have, ~~risks.~~nor ~~Such procedures~~were ~~included~~we ~~examining,~~engaged onto ~~a test basis~~perform, an ~~evidence~~audit ~~regarding~~of ~~the~~its ~~amounts~~internal ~~and~~control ~~disclosures~~over ~~in the~~ financial ~~statements~~reporting. ~~Our~~As ~~audits also~~part ~~included~~of ~~evaluating~~our ~~the~~audit ~~accounting~~we ~~principles~~are ~~used~~required ~~and~~to ~~significant~~obtain ~~estimates~~an ~~made~~understanding byof ~~management,~~internal control asover ~~well~~financial asreporting ~~evaluating~~but not for the ~~overall presentation~~purpose of expressing an opinion on the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~entity’s ~~that~~internal control ~~our~~over ~~audits~~financial ~~provide~~reporting. aAccordingly, ~~reasonable~~we ~~basis~~express ~~for~~no ~~our~~such opinion.

~~Critical~~Our ~~Audit~~audit ~~Matters~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~The~~Critical ~~critical~~Audit audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Matters

F-The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Complex Debt Transaction~~F-2

~~During~~Complex ~~the~~Debt year under audit the Company entered into multiple amendments to their convertible note with AJB Capital Investments, LLC (see Note 8) that changed the terms of the original agreement, including changes to the note principal, the commitment fee shares, and the warrants that were issued in conjunction with the borrowing. Due to the number of modifications to the financing arrangement the accounting for the transaction was challenging and required complex auditor judgment, including a detailed analysis and interpretation of accounting literature, and took a significant amount of audit effort.Transaction

InDuring ~~order~~the toyear under audit the ~~accounting~~Company ~~for~~entered ~~the~~into ~~debt~~multiple ~~agreement~~amendments to their convertible note with AJB Capital Investments, ~~we reviewed~~LLC ~~managements~~(see ~~analysis~~Note 7) that changed the terms of the ~~transaction~~original ~~and~~agreement, ~~had~~including changes to ~~perform~~the anote ~~significant~~principal, ~~amount~~the ofcommitment ~~research~~fee shares, and ~~analysis~~the towarrants ~~gain~~that ~~comfort~~were issued in ~~the~~ ~~accounting~~conjunction ofwith the ~~transaction~~borrowing. ~~The~~Due ~~detailed~~to ~~analysis~~the ~~performed~~number of ~~resulted~~modifications into ~~material~~the ~~audit~~financing ~~adjustments~~arrangement to the ~~recorded~~accounting ~~debt~~for ~~discount, amortization~~the oftransaction ~~debt~~was ~~discount,~~challenging ~~loss~~and onrequired ~~extinguishment~~complex ofauditor ~~debt~~judgment, including a detailed analysis and ~~change~~interpretation inof ~~derivative~~accounting ~~liability~~literature, asand ~~one~~took ofa ~~the~~significant ~~modifications~~amount ~~required extinguishment~~of ~~accounting~~audit effort.

~~/s/~~In ~~Mac~~order to audit the accounting for the debt agreement, we reviewed managements ~~Accounting~~analysis ~~Group~~of &the ~~CPAs~~transaction and had to perform a significant amount of research and analysis to gain comfort in the accounting of the transaction. The detailed analysis performed resulted in material audit adjustments to the recorded debt discount, ~~LLP~~amortization of debt discount, loss on extinguishment of debt, and change in derivative liability, as one of the modifications required extinguishment accounting.

We/s/ ~~have~~Mac ~~served~~Accounting asGroup ~~DriveItAway~~& ~~Holdings~~CPAs, ~~Inc.'s auditor since 2019.~~LLP

~~Midvale,~~We served as DriveItAway Holdings ~~Utah~~Inc.’s auditor since 2019.

~~March 8~~Midvale, ~~2024~~Utah

~~F-2~~March 8, 2024

~~DriveItAway Holdings, Inc.~~F-3

~~Consolidated~~ Report ~~Balance~~of Independent Registered Public Accounting ~~Sheets~~Firm

	September 30,			September 30,
	2023			2022
Assets
Current assets
Cash	$	4,632		$	127,109
Restricted cash		18,559			—
Accounts receivable, net		11,584			6,082
Prepaid expenses		—			10,498
Total current assets		34,775			143,689
Fixed assets, net		184,228			149,428
Intangible assets, net		11,787			—
Total Assets	$	230,790		$	293,117
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	664,707		$	227,109
Accrued interest-related parties		4,918			—
Deferred revenue		7,233			2,101
Customer deposits		2,234			—
Due to related parties		25,080			80
Promissory notes payable, net of debt discount		27,437			—
Promissory notes payable, in default		12,500			—
Promissory notes payable- related parties, in default		50,000			—
Convertible notes payable, net of debt discount		1,082,654			750,000
Derivative liability		1,317			115,009
Total Current Liabilities		1,878,080			1,094,299
SBA Loan - noncurrent		114,700			114,700
Convertible notes payable - noncurrent, net of debt discount		175,720			183,340
Promissory notes payable - noncurrent		16,649			—
Total Liabilities		2,185,149			1,392,339
Commitments and Contingencies		—			—
Stockholders’ Deficit
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 106,551,722 shares issued and 106,536,622 outstanding at September 30, 2023 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively		10,656			10,531
Additional paid in capital		1,364,007			1,289,132
Treasury stock, at cost - 15,100 shares at September 30, 2023 and September 30, 2022		(18,126	)		(18,126	)
Accumulated deficit		(3,310,896	)		(2,380,759	)
Total Stockholders’ Deficit		(1,954,359	)		(1,099,222	)
Total Liabilities and Stockholders’ Deficit	$	230,790		$	293,117

To the Shareholders and

~~The~~Board ~~accompanying~~of ~~notes are~~Directors ~~an integral part~~ of ~~these~~DriveItAway ~~consolidated~~Holdings, ~~financial statements~~Inc.

~~F-3~~Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DriveItAway Holdings, Inc. and Subsidiary (the “Company”) as of September 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows, for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Consolidated~~Substantial ~~Statements~~Doubt about the Company's ability to ofcontinue ~~Operations~~as a Going Concern

	Year Ended
	September 30,
	2023			2022
Revenues	$	307,284		$	55,509
Cost of Goods Sold		238,763			38,898
Gross Profit		68,521			16,611
Operating Expenses
Salaries and payroll taxes		297,625			388,100
Professional fees		345,101			644,189
General and administrative		92,749			74,053
Software development		56,529			61,542
Advertising and marketing		38,972			33,883
Total Operating Expenses		830,976			1,201,767
Operating Loss		(762,455	)		(1,185,156	)
Other Income (Expenses)
Gain (loss) on change in fair value of derivative liability		169,723			435,188
Gain on PPP loan forgiveness		—			24,148
Loss on extinguishment of debt		(36,313	)		—
Amortization debt discount		(122,279	)		(677,561	)
Interest expense		(173,895	)		(70,346	)
Interest expense - related parties		(4,918	)		(2,296	)
Interest income		—			12
Other income (expenses)		—			646
Total Other Income (Expense)		(167,682	)		(290,209	)
Loss Before Income Tax		(930,137	)		(1,475,365	)
Provision for income taxes		—			—
Net Income (Loss)	$	(930,137	)	$	(1,475,365	)
Net Loss Per Common Share
Basic and diluted net loss per common share	$	(0.01	)	$	(0.03	)
Basic and diluted weighted average number of common shares outstanding		106,458,571			50,013,328

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2024, the Company had a net loss of $2,248,243, an accumulated deficit of $5,559,139 and the Company has not established sufficient revenue to cover its operating costs for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2025. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-4~~Basis for Opinion

~~DriveItAway~~These ~~Holdings,~~financial statements are the responsibility ~~Inc~~of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Consolidated~~We ~~Statement~~conducted our audit in accordance with the standards of ~~Changes~~the inPCAOB. ~~Stockholders’~~Those ~~Deficit~~standards ~~Years~~require ~~Ended~~that ~~September~~we 30plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2023~~whether due to error or fraud. The Company is not required to have, ~~and~~nor ~~2022~~were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

	Series A												Additional												Total Stockholders’
	Preferred Stock						Common Stock						Paid in			Treasury Stock						Accumulated			Equity
	Shares			Amount			Shares			Amount			Capital			Shares			Amount			Deficit			(Deficit)
Balance - September 30, 2021		2,300,000		$	230			—		$	—		$	419,793			—		$	—		$	(905,394	)	$	(485,371	)
Stock based compensation		—			—			—			—			288,461			—			—			—			288,461
Preferred stock issued for conversion of debt- related party		52,284			5									104,560												104,565
Preferred stock issued for conversion of debt		129,809			13									288,446												288,459
Preferred stock issued for exercise of stock option - related party		112,500			11									84,363												84,374
Recapitalization		—			—			13,716,041			1,372			147,135			(15,100	)		(18,126	)					130,381
Common stock and warrant issued in connection with promissory note		—			—			4,000,000			400			64,874			—			—			—			65,274
Conversion of preferred stock to common stock		(2,594,593	)		(259	)		88,085,681			8,809			(8,550	)		—			—			—			—
Cancellation of common shares against note receivable		—			—			(500,000	)		(50	)		(99,950	)		—			—			—			(100,000	)
Net loss		—			—			—			—			—			—			—			(1,475,365	)		(1,475,365	)
Balance - September 30, 2022		—		$	—			105,301,722		$	10,531		$	1,289,132			(15,100	)	$	(18,126	)	$	(2,380,759	)	$	(1,099,222	)

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

	Series A								Additional											Total Stockholders’
	Preferred Stock				Common Stock				Paid in		Treasury Stock						Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Shares			Amount			Deficit			(Deficit)
Balance - September 30, 2022		—	$	—		105,301,722	$	10,531	$	1,289,132		(15,100	)	$	(18,126	)	$	(2,380,759	)	$	(1,099,222	)
Common stock issued in connection with promissory note		—		—		1,000,000		100		59,900		—			—			—			60,000
Stock based compensation		—		—		250,000		25		14,975		—			—			—			15,000
Net Income (Loss)		—		—		—		—		—		—			—			(930,137	)		(930,137	)
Balance - September 30, 2023		—	$	—		106,551,722	$	10,656	$	1,364,007		(15,100	)	$	(18,126	)	$	(3,310,896	)	$	(1,954,359	)

Critical audit matter

The ~~accompanying~~critical audit matter communicated below is a ~~notes~~matter arising from the current audits of the financial statements that was communicated or required to be communicated to the Board of Directors and that: (1) relates to accounts or disclosures that are anmaterial ~~integral~~to ~~part~~the financial statements and (2) involved challenging, subjective, or complex judgments. The communication of ~~these~~critical ~~consolidated~~audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

~~F-5~~An audit of these elements is especially challenging and requires auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

~~DriveItAway~~Accounting ~~Holdings,~~for Warrants ~~Inc.~~issued in connection with Notes Payable

~~Consolidated~~As ~~Statements~~described in Notes 8, Derivative Liabilities, the Company issued prefunded warrants for the purchase of ~~Cash~~the ~~Flows~~Company’s common stock. The fair market value of the Warrants were recorded as a derivative liability. The assigned value of the warrants along with loan fees and broker fees was recorded as deferred financing costs and will be recorded as a discount to the note, amortized straight line over the life of the Promissory Note.

	Years Ended
	Sept 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(930,137	)	$	(1,475,365	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP Loan Forgiveness		—			(24,148	)
Loss on debt extinguishment		36,313			—
Stock-based compensation		15,000			288,461
Loss on change in fair value of derivative liability		(169,723	)		(435,188	)
Amortization and depreciation		36,783			8,436
Amortization of debt discount		122,279			677,561
Changes in operating assets and liabilities:
Prepaid website development		—			(10,498	)
Accounts receivable		(5,502	)		15,373
Deferred revenue		5,132			2,101
Customer deposits		2,234			—
Accounts payable and accrued liabilities		437,598			123,279
Accrued liabilities- related party		4,918			2,377
Net Cash used in Operating Activities		(445,105	)		(827,611	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary		—			70,360
Purchase of intangible assets		(5,833	)		—
Purchase of fixed assets		(67,039	)		(157,864	)
Net Cash used in Investing Activities		(72,872	)		(87,504	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances		26,460			—
Repayments of related party advances		(1,460	)		—
Proceeds from convertible notes payable		310,000			1,125,000
Proceeds from promissory notes payable - related parties		50,000			—
Proceeds from promissory notes payable		104,458			36,200
Repayment of promissory notes payable		(42,011	)		—
Debt issuance costs		(33,388	)		(128,750	)
Net Cash provided by Financing Activities		414,059			1,032,450
Net change in cash and restricted cash		(103,918	)		117,335
Cash and restricted cash, beginning of period		127,109			9,774
Cash and restricted cash, end of period	$	23,191		$	127,109
Supplemental cash flow information
Cash paid for interest	$	49,863		$	45,203
Cash paid for taxes	$	—		$	—
Non-cash Investing and Financing transactions:
Preferred stock issued for conversion of debt -related party	$	—		$	104,564
Preferred stock issued for conversion of debt	$	—		$	288,458
Common stock and warrant issued in connection with promissory note	$	—		$	65,274
Common stock in connection with promissory note	$	60,000		$	—
Preferred stock issued for exercise of stock option - related party	$	—		$	84,375
Conversion of preferred stock to common stock	$	—		$	8,809
Cancellation of common shares against note receivable	$	—		$	100,000
Recognition of derivative liability as debt discount	$	26,959		$	550,197
Prepaid expenses reclassified to intangible assets	$	10,498		$	—
Note receivable exchanged for settlement of accrued wages	$	—		$	50,000

The Company determined that this is an asset in accordance with the guidance exception in ASC 470-20-25-2 (the “ASC”) which indicates the ASC does not apply when warrants are issued to obtain a line of credit rather than in connection with the issuance of a debt instrument. Issuing warrants to obtain a line of credit is equivalent to paying a loan commitment or access fee (equivalent to the fair value of the warrant). As such, these costs meet the definition of an asset. This exception applies, even if the line is fully drawn down at inception. The Company recorded deferred financing costs, net of discount of, $248,763, derivative liability of $1,386,014 and loss from change in fair value of derivative liability of $342,751, as of and for the year ended September 30, 2024.

F-Our audit procedures included, but were not limited to (1) a review of the assumptions by management and the guidance from the ASC (2) the derivative calculations, underlying assumptions to arrive at fair value, initial recognition and subsequent measurement at the balance sheet date (3) the fair value model employed in the derivative calculations (4) evaluation of whether the note exception from the ASC is applicable in the Company’s case (5) the ability of the Company to realize the asset value and (6) the method of amortization.

~~DriveItAway~~/s/ ~~Holdings~~Victor Mokuolu, ~~Inc.~~CPA PLLC

~~Notes~~We tohave ~~Consolidated Financial~~served ~~Statements~~as ~~September~~the ~~30,~~Company’s ~~2023~~auditor ~~and~~since ~~2022~~2024.

~~Note 1 – Organization~~Houston, ~~Description of Business and Going Concern~~Texas

~~Nature~~February of24, ~~Organization~~2025

DriveItAway Holdings, Inc. (“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc.F-4

~~DIA~~DriveItAway Holdings ~~is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce~~, ~~with its exclusive “Pay as You Go” app-based subscription program~~Inc. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see www.driveitaway.com.

~~Share~~Consolidated ~~Exchange~~Balance ~~and Reorganization~~Sheets

On February 24, 2022 (the “Effective Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. (“DIA”) executed an Agreement and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). At the closing, the Company agreed to issue one share of Series A Preferred for each share of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders converted their notes prior to December 31, 2022. All of the holders of the convertible notes of DIA agreed to convert their notes in March 2022 and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion. A total of 2,594,593 shares of Series A Preferred were issued in exchange for all of the outstanding shares of DIA, including DIA shares issued at closing or shortly thereafter as a result of the exercise or conversion of all outstanding options or convertible notes issued by DIA.

	September 30,			September 30,
	2024			2023
ASSETS
Current Assets:
Cash and cash equivalents	$	33,588		$	4,632
Restricted cash	$	—			18,559
Accounts receivable	$	1,438			11,584
Prepaid expenses	$	2,970			—

Total Current Assets		37,996			34,775

Property, net	$	774,995			184,228
Intangible assets, net	$	6,343			11,787
Deferred financing costs, net	$	248,763			—

TOTAL ASSETS	$	1,068,097		$	230,790

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	994,270		$	664,707
Accrued interest - related party	$	12,752			4,918
Deferred revenue	$	3,306			7,233
Customer deposits	$	1,339			2,234
Due to related parties	$	25,080			25,080
Short term notes payable	$	38,159			—
Current portion of SBA Loan	$	2,452			—
Promissory notes payable, net of debt discount		—			27,437
Promissory notes payable, in default	$	20,000			12,500
Promissory notes, payable - related parties, in default	$	42,500			50,000
Convertible notes payable, net, in default	$	250,000			—
Convertible notes payable, net	$	1,597,312			1,082,654
Derivative liability	$	1,386,014			1,317

Total Current Liabilities	$	4,373,184			1,878,080
SBA Loan - noncurrent	$	114,386			114,700
Convertible note payable - noncurrent, net	$	—			175,720
Promissory notes payable - noncurrent	$	540,129			16,649

TOTAL LIABILITIES		5,027,699			2,185,149

Commitments and Contingencies		—			—

Stockholders' Deficit
Preferred stock , $0.0001par value, 10,000,000 shares authorized, no shares issued and outstanding	$	—			—
Common stock , $0.0001 par value, 1,000,000,000 shares authorized 113,701,722 shares issued, 113,686,622 outstanding as of September 30, 2024. 106,551,722 shares issued, and 106,536,622 outstanding as of September 30, 2023	$	11,371			10,656
Additional paid in capital	$	1,606,292			1,364,007
Treasury stock , at cost - 15,100 shares at September 30, 2024 and September 30, 2023	$	(18,126	)		(18,126	)
Accumulated deficit	$	(5,559,139	)		(3,310,896	)

Total Stockholders' Deficit		(3,959,602	)		(1,954,359	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,068,097		$	230,790

~~Recapitalization~~The accompanying notes are an integral part of these consolidated financial statements.

For financial accounting purposes, this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.F-5

~~Going~~DriveItAway ~~Concern~~Holdings, Inc.

~~The~~Consolidated ~~Company’s financial~~Statements ~~statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”)~~ of the United States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the year ended September 30, 2023, the Company had a net loss of $930,137 and cash used in operating activities of $445,105. As of September 30, 2023, the Company had an accumulated deficit of $3,310,896. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.Operations

F-7


	Years ended
	September 30,			September 30,
	2024			2023
Revenues	$	460,991		$	307,284
Cost of goods sold		322,730			238,763
Gross profit		138,261			68,521

Operating Expenses
Salaries and payroll taxes		267,895			297,625
Professional fees		250,437			345,101
General and administrative		142,021			92,749
Software development		39,244			56,529
Advertising and marketing		6,819			38,972

Total operating expenses		706,416			830,976

Operating Loss		(568,155	)		(762,455	)

Other Income (expense)
Change in FV of derivative		(342,751	)		169,723
Amortization debt discount		(393,946	)		(122,279	)
Amortization of deferred financing costs		(201,236	)		—
Loss on extinguishment of debt		—			(36,313	)
Interest expense		(733,560	)		(173,895	)
Interest expense - related parties		(8,595	)		(4,918	)

Total other income (expense)		(1,680,088	)		(167,682	)

Net Income (loss) before taxes		(2,248,243	)		(930,137	)
Income tax benefit		—			—

Net Income (Loss)	$	(2,248,243	)	$	(930,137	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.01	)

Weighted average of common shares - basic and diluted		110,277,132			106,458,571

To continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders to sufficiently meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.F-6

~~There~~DriveItAway ~~is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds~~Holdings, ~~if available, will be obtainable on terms~~ ~~satisfactory to the Company~~Inc. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Note~~Consolidated Statement 2of –Changes ~~Summary~~in ofStockholders’ ~~Significant~~Deficit ~~Accounting~~Years ~~Policies~~Ended September 30, 2024 and 2023

Basis of Presentation



	Common Stock				Paid in		Treasury Stock						Accumulated			Equity
	Shares		Amount		Capital		Shares			Amount			Deficit			(Deficit)
Balance - September 30, 2022		105,301,722	$	10,531	$	1,289,132		(15,100	)	$	(18,126	)	$	(2,380,759	)	$	(1,099,222	)
Common stock issued in connection with promissory note		1,000,000		100		59,900		—			—			—			60,000
Stock based compensation		250,000		25		14,975		—			—			—			15,000
Net Income (Loss)		—		—		—		—			—			(930,137	)		(930,137	)
Balance - September 30, 2023		106,551,722	$	10,656	$	1,364,007		(15,100	)	$	(18,126	)	$	(3,310,896	)	$	(1,954,359	)

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.

					Additional
	Common Stock				Paid in		Treasury Stock						Accumulated
	Shares		Amount		Capital		Shares			Amount			Deficit			Total
Balance, September 30, 2023		106,551,722	$	10,656	$	1,364,007	$	(15,100	)	$	(18,126	)	$	(3,310,896	)	(1,954,359)
Common stock issued for cash		1,150,000		115		228,555		—			—			—		23,000
Common stock issued in connection with promissory note		6,000,000		600		119,400		—			—			—		120,000
Warrants issued for cash		—		—		100,000		—			—			—		100,000
Net loss		—		—							-			(2,248,243	)	(2,248,243)
Balance, September 30, 2024		113,701,722		11,371		1,606,292		(15,100	)		(18,126	)		(5,559,139	)	(3,959,602)

~~Basis~~The accompanying notes are an integral part of ~~Consolidation~~these consolidated financial statements.

~~The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter~~F-~~company balances and transactions are eliminated in consolidation.~~7

~~Use of~~DriveItAway ~~Estimates~~Holdings, Inc.

~~The~~Consolidated ~~preparation~~Statements of ~~consolidated financial~~Cash statements in accordance with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.Flows

Foreign Currency Translation


	Years Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,248,243	)	$	(930,137	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of deferred financing costs		201,236			—
Stock compensation		—			15,000
Loss on change in fair value of derivative liability		342,751			(169,723	)
Loss on debt extinguishment		—			36,313
Amortization and depreciation		57,324			36,783
Amortization of debt discount		393,946			122,279
Discount on lines of credit		(85,000	)		—
Additions to derivative liability		686,102			—
Discount on notes payable		(112,246	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(2,970	)		—
Accounts receivable		10,146			(5,502	)
Deferred revenue		(3,927	)		5,132
Accounts payable and accrued liabilities		329,563			437,598
Customer deposits		(895	)		2,234
Accrued interest related party		7,834			4,918
Net Cash Used in Operating Activities		(424,379	)		(445,105	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Website development		—			(5,833	)
Purchase of vehicles		(642,647	)		(67,039	)
Net Cash Used in Investing Activities		(642,647	)		(72,872	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party advances		—			26,460
Repayment of related party advances		—			(1,460	)
Proceeds from sale of common stock for cash		23,000			—
Proceeds from convertible notes payable		—			310,000
Proceeds from the sale of warrants		100,000			—
Proceeds from notes payable		454,250			—
Proceeds from lines of credit		655,882			—
Proceeds from promissory notes payable		—			104,458
Proceeds from promissory notes - related party		—			50,000
Repayment of notes payable		(155,709	)		(42,011	)
Debt issuance costs		—			(33,388	)
Net Cash Provided By Financing Activities		1,077,423			414,059

Net increase (decrease) in cash and cash equivalents		10,397			(103,918	)
Cash and cash equivalents, beginning of period		23,191			127,109
Cash and cash equivalents, end of period	$	33,588		$	23,191

Supplemental cash flow information
Cash paid for interest	$	—		$	49,863
Cash paid for taxes	$	—		$	—

Non-cash transactions:
Common stock issued in connection with promissory note	$	120,000		$	60,000
Recognition of derivative liability as debt discount	$	—		$	26,959
Debt discount in connection with original issue discount	$	28,000		$	—
Prepaid expenses reclassified to website development	$	—		$	10,498
Deferred financing costs	$	449,999		$	—

Foreign currency translation is recognized in accordance with ASC 830. The Company’s functional currency is USD, therefore all amounts of revenues received from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and losses are recognized upon receipt.F-8

~~Cash and~~DriveItAway ~~Cash~~Holdings, ~~Equivalents~~Inc.

~~The~~Notes ~~Company~~to ~~considers all highly~~Consolidated ~~liquid~~Financial ~~securities~~Statements ~~with original maturities of three months or less when acquired to be cash equivalents. As of~~ September 30, ~~2023,~~2024 and ~~2022,~~ ~~the Company had cash of $4,632 and $127,109, which included restricted cash of $18,559 and $0, respectively and did not have cash equivalents.~~2023

~~Restricted~~Note 1 – Organization, Description ~~Cash~~of Business and Going Concern

AsNature of September 30, 2023 and September 30, 2022, the Company had $18,559 and $0 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional fees.Organization

F-DriveItAway Holdings, Inc. (“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc. On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida limited liability company, which is a wholly owned subsidiary.

~~Accounts~~DIA Holdings is a national dealer ~~Receivable~~focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see www.driveitaway.com.

~~The~~Share ~~Company~~Exchange ~~reviews accounts receivable periodically for collectability~~ and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowances for doubtful accounts as of September 30, 2023, and 2022, are adequate, but actual write-offs could exceed the recorded allowance. As of September 30, 2023, and 2022, the balances in the allowance for doubtful accounts was $0.Reorganization

~~Fixed~~On February 24, 2022 (the “Effective ~~Assets~~Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. (“DIA”) executed an Agreement and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). At the closing, the Company agreed to issue one share of Series A Preferred for each share of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders converted their notes prior to December 31, 2022. All of the holders of the convertible notes of DIA agreed to convert their notes in March 2022 and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion. A total of 2,594,593 shares of Series A Preferred were issued in exchange for all of the outstanding shares of DIA, including DIA shares issued at closing or shortly thereafter as a result of the exercise or conversion of all outstanding options or convertible notes issued by DIA.

Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives, currently seven (7) years. Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. We remove fully depreciated assets from the cost and accumulated depreciation amounts disclosed.Recapitalization

~~Intangible~~For financial accounting purposes, ~~Assets~~this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

~~Our intangible~~Going assets include website and software development costs. The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in operating expenses in our consolidated statements of operations.Concern

~~Capitalized~~The Company’s ~~development~~financial ~~activities~~statements ~~placed~~are prepared in ~~service~~accordance ~~are~~with ~~amortized~~Generally ~~over~~Accepted Accounting Principles (“GAAP”) of the ~~expected~~United States, ~~useful~~applicable ~~lives~~to a going concern which contemplates the realization of ~~those~~assets ~~releases,~~and ~~currently~~liquidation ~~estimated~~of atliabilities ~~three~~in the normal ~~(3) years~~course of business. ~~The~~During ~~estimated~~the ~~useful~~year ~~lives~~ended September 30, 2024, the Company had a net loss of ~~website~~$2,248,243, ~~and~~cash ~~software~~used ~~development~~in operating activities ~~are~~of ~~reviewed~~$424,379 ~~frequently~~ and ~~adjusted~~a asworking ~~appropriate~~capital deficit of $4,335,188. toAs ~~reflect~~of ~~upcoming~~September ~~development~~30, ~~activities~~2024, ~~that~~the ~~may~~Company ~~include~~had ~~significant~~an ~~upgrades~~accumulated deficit of $5,559,139. The Company has not established sufficient revenue to cover its operating costs and~~/or~~ ~~enhancements~~will require additional capital to ~~the~~continue ~~existing~~its operating ~~functionality~~plan. ~~We remove~~The ~~fully~~ability ~~amortized~~of ~~website~~the ~~and~~Company ~~software~~to ~~development~~continue ~~costs~~as ~~from~~a going concern depends on the ~~cost~~Company ~~and~~obtaining ~~accumulated~~adequate ~~amortization~~capital ~~amounts~~to ~~disclosed~~fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

~~Construction~~F-~~in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service.~~9

~~Leases~~DriveItAway Holdings, Inc.

~~The~~Notes ~~Company’s operating lease portfolio for the years ended September 30, 2023 and 2022, includes the vehicle leases from third parties and the Company’s owned vehicles that are leased~~ to the Consolidated ~~customers~~Financial under operating leases. The contracts for these operating leases are short-term in nature with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of September 30, 2023, the Company did not have leases that qualified as ROU assets.Statements

~~Fair Value~~September ~~Measurements~~30, 2024

~~The~~To ~~Company~~continue ~~follows~~as ~~ASC~~a ~~820~~going concern, ~~“Fair~~the ~~Value~~Company ~~Measurements~~will ~~and Disclosures”~~need, ~~which~~among ~~defines~~other ~~fair~~things, ~~value~~additional ascapital ~~the~~resources. ~~exchange~~Management’s ~~price~~plan ~~that would be received for an asset or paid~~ to ~~transfer~~obtain asuch ~~liability~~resources ~~(an exit price) in the principal or most advantageous market~~ for the ~~asset or liability in an orderly~~Company ~~transaction~~includes ~~between~~sales ~~market~~of ~~participants~~equity oninstruments; ~~the~~traditional ~~measurement~~financing, ~~date.~~such ~~ASC~~as ~~820~~loans; ~~also~~and ~~establishes~~obtaining acapital ~~fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained~~ from ~~independent~~management ~~sources (observable inputs)~~ and ~~(2)~~significant ~~an entity’s~~stockholders ~~own~~to ~~assumptions~~sufficiently ~~about~~meet ~~market~~its ~~participant~~minimum ~~assumptions~~operating ~~developed based on the best information available in the circumstances (unobservable inputs)~~expenses. ~~The fair value hierarchy consists of three broad levels~~However, ~~which~~management ~~gives~~cannot ~~the~~provide ~~highest~~any ~~priority~~assurance tothat ~~unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and~~ the ~~lowest~~Company ~~priority~~will tobe ~~unobservable inputs (Level 3). The three levels of the~~successful ~~fair~~in ~~value~~accomplishing ~~hierarchy~~this ~~are described below:~~plan.

~~F-9~~There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Level~~Note 2 – Summary of Significant 1Accounting Policies

~~Level~~Basis 1of ~~applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~Presentation

~~Level~~The 2accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

~~Level~~Basis 2of applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.Consolidation

~~Level~~The 3consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.

~~Level~~Use ~~3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~the fair value of the assets or liabilities.~~Estimates

The ~~carrying~~preparation ~~amounts~~of ~~shown~~consolidated financial onstatements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the ~~Company’s~~disclosure of contingent assets and liabilities at the date of consolidated financial ~~instruments~~statements ~~including~~and ~~cash,~~the reported ~~accounts~~amounts ~~receivable,~~of ~~prepaid~~revenues ~~expense,~~and ~~accounts~~expenses ~~payable,~~during the reporting period. The significant estimates and ~~accrued~~assumptions ~~liabilities~~made by management include ~~approximate~~allowance for doubtful accounts, allowance for deferred tax assets, and fair value ~~due~~of toequity ~~their~~instruments. ~~short-term~~Actual ~~nature~~results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

~~All~~Foreign ~~financial~~Currency ~~assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3.~~Translation

Schedule of fair value of financial assets and liabilities
			Fair Value Measurements at September 30, 2023 using:
	September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—		—		—	$	—
Derivative Liabilities	$	1,317		—		—	$	1,317

			Fair Value Measurements at September 30, 2022 using:
	September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—		—		—	$	—
Derivative Liabilities	$	115,009		—		—	$	115,009

Cash and Cash Equivalents

The ~~following~~Company ~~table~~considers ~~provides~~all ahighly liquid ~~summary~~securities with original maturities of ~~changes in~~three ~~fair~~months ~~value~~or ofless ~~the~~when ~~Company’s~~acquired ~~Level~~to 3be ~~financial~~cash ~~liabilities~~equivalents. asAs of September 30, 2024, and 2023, the Company had cash of $33,588 and ~~2022:~~$4,632, which included restricted cash of $0 and $18,559, respectively and did not have cash equivalents.

~~F-10~~Restricted Cash

~~Derivative~~As of September 30, 2024 and ~~Financial~~September ~~Instruments~~30, 2023, the Company had $0 and $18,559 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional fees.

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as nonF-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.10

~~The~~DriveItAway ~~Black-Scholes~~Holdings, ~~option valuation model was used to estimate the fair value of the embedded conversion options and warrants~~Inc. ~~The model includes subjective input assumptions that can materially affect the fair value estimates.~~

~~Revenue Recognition~~Notes to the Consolidated Financial Statements

~~The Company’s~~September ~~revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606~~30, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.2024

~~During the~~Accounts years ended September 30, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”).Receivable

~~Customers book~~The aCompany ~~vehicle~~reviews ~~through~~accounts receivable ~~the~~periodically ~~Company’s~~for ~~platform,~~collectability ~~starting~~and ~~first~~establishes ~~with~~an aallowance ~~rental~~for ~~contract~~doubtful ~~with~~accounts ~~the~~and ~~vehicle.~~records ~~When~~bad ~~the~~debt ~~customer~~expense ~~books~~when deemed ~~the~~necessary. ~~vehicle,~~The ~~per~~Company ~~the~~records ~~terms~~an ofallowance ~~the~~for ~~individual~~doubtful ~~rental~~accounts ~~agreements,~~that ~~the~~is ~~customer~~based ~~shall~~on ~~pay~~historical ~~a stated rental rate~~trends, acustomer ~~stated insurance amount~~knowledge, an ~~initial~~any ~~non-refundable~~known ~~fee~~disputes, and, inconsiders ~~some cases, a refundable deposit. At~~ the ~~end~~aging of the ~~usage~~accounts ~~cycle,~~receivable ~~the~~balances ~~system~~combined ~~calculates~~with ~~miles~~management’s ~~driven and~~estimate ifof ~~the~~future ~~customer~~potential ~~has~~recoverability. Accounts ~~driven~~and ~~more~~receivables ~~than~~are ~~the~~written ~~prorated,~~off ~~included~~against ~~amount,~~the ~~they~~allowance ~~pay~~after ~~extra~~all ~~usage/mileage~~attempts ~~fees.~~to Incollect ~~instances when~~ a ~~customer pays~~receivable ~~late,~~have ~~they~~failed. ~~pay~~The aCompany ~~late~~believes its ~~fee~~allowances ~~and in cases of incurring charges~~ for ~~tolls~~doubtful ~~they~~accounts ~~pay~~as ~~for~~of ~~the~~September ~~toll~~30, ~~costs~~2024, ~~incurred.~~and ~~Additionally~~2023, ~~contracts may~~are beadequate, ~~extended~~but (aactual ~~new~~write-offs ~~contract~~could isexceed ~~signed)~~the atrecorded allowance. ~~which~~As ~~time~~of ~~the~~September ~~credit~~30, ~~card~~2024, onand ~~file~~2023, ~~for~~ the ~~customer~~balances ~~will~~in ~~be charged at~~ the ~~beginning~~allowance ~~of the contract extension period~~ for ~~rental~~doubtful ~~rate~~accounts ~~and~~was ~~insurance amount for the new extension period~~$0.

~~Vehicles available~~Fixed in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized.Assets

~~The Pay-As-You-Go~~Fixed ~~program~~assets ~~manages~~are orrecorded ~~includes~~at cost ~~insurance.~~and ~~Fleet~~depreciated ~~insurance~~using isthe ~~sometimes~~straight-line ~~provided~~method ~~where~~over the ~~Company~~estimated ~~has~~useful alives, ~~fleet~~currently ~~policy~~seven (7) years. Maintenance and ~~the~~repair ~~driver~~costs isare ~~added~~charged to itexpense ~~when~~as ~~needed~~incurred. InMajor ~~this case~~improvements, ~~the~~which ~~driver~~extend ~~pays~~ the ~~cost~~useful oflife ~~insurance as a separate payment in the system. This payment is a type~~ of ~~revenue. The Company pays~~ the ~~insurance~~related ~~company~~asset, ~~providing~~are ~~the coverage~~capitalized. ~~This~~Upon disposal ~~is a cost~~ of ~~goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write~~ a ~~policy~~fixed ~~for~~asset, ~~the~~we ~~customer~~record ~~for that vehicle and~~ a ~~separate~~gain ~~finance~~or ~~company~~loss ~~that~~based ~~pays~~on ~~for~~ the ~~policy~~difference inbetween ~~full. The Company acts as trustee in collecting installments and transferring them to~~ the ~~finance~~proceeds ~~company.~~received ~~Collected payments are treated as a revenue~~ and ~~transfers to~~ the ~~finance~~net ~~company~~book ~~are~~value treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the ~~Company. No revenue~~ isdisposed ~~collected or recognized in this instance~~asset. ~~Because~~We ~~any~~remove ~~insurance~~fully ~~revenue~~depreciated isassets ~~collected~~from atthe ~~contract~~cost ~~inception~~ and ~~covers~~accumulated ~~the~~depreciation ~~fixed~~amounts ~~contract period the Company recognizes insurance revenue ratably over the contract term~~disclosed.

~~F-11~~Intangible Assets

~~Initial~~Our ~~non-refundable~~intangible ~~fees~~assets ~~are~~include website ~~recognized~~and ~~when~~software ~~payment is~~development ~~received~~costs. asThe ~~the~~costs ~~Company~~incurred ~~has~~in nothe ~~obligation~~preliminary tostages ~~provide~~of ~~additional~~website ~~services~~and atsoftware ~~that~~development ~~point~~are expensed as incurred. ~~Miscellaneous~~Once ~~charges~~an ~~for~~application ~~extra~~has ~~mileage~~reached the development stage, ~~late fees~~internal and external costs, orif ~~toll~~direct ~~charges~~and ~~calculated~~incremental and ~~charged~~deemed by management to ~~the~~be ~~customer~~significant, ~~credit~~are ~~card~~capitalized atand ~~the~~amortized ~~end~~on ofa ~~the~~straight-line ~~usage~~basis ~~cycle~~over ~~are~~their ~~recognized~~estimated ~~when~~useful ~~the~~lives. ~~credit~~Maintenance ~~card~~and ~~charge~~enhancement ~~goes~~costs, ~~through.~~including ~~Refundable~~those ~~deposits~~costs ~~are~~in ~~recorded~~the onpost-implementation ~~the~~stages, ~~balance~~are ~~sheet~~typically ~~until~~expensed ~~deposits~~as ~~are~~incurred, ~~returned~~unless such costs relate to ~~customers~~substantial orupgrades ~~applied~~and enhancements to ~~their~~ ~~account~~the ~~for~~website ~~fees~~or ~~incurred.~~software ~~Deferred~~that ~~revenue~~result ~~includes~~in ~~rental~~added ~~and~~functionality, ~~insurance~~in ~~amounts~~which ~~that~~case the costs are ~~paid~~capitalized ~~for~~and ~~contracts~~amortized ~~that~~on ~~overlap~~ a ~~reporting date~~straight-line ~~and~~basis ~~relate~~over tothe ~~usages~~estimated ~~after~~useful ~~that date~~lives. AsAmortization ofexpense ~~September~~related ~~30,~~to ~~2023~~capitalized website and ~~2022~~software ~~refundable~~development ~~deposits~~costs ~~were~~is ~~$2,234 and~~included ~~$0 and~~in ~~deferred~~operating ~~revenue~~expenses ~~was~~in ~~$7,233 and~~our ~~$2,101, respectively~~consolidated statements of operations.

InCapitalized ~~addition~~development toactivities placed ~~the~~in ~~costs~~service ~~associated with~~are ~~rental~~amortized ~~revenue~~over ~~and~~the ~~insurance~~expected ~~revenue~~useful lives of those releases, ~~within~~currently ~~the~~estimated ~~Cost~~at ofthree ~~Goods~~(3) ~~Sold~~years. ~~account~~The ~~the~~estimated useful ~~Company~~lives ~~also~~of ~~records~~website ~~credit~~and ~~card~~software ~~fees~~development ~~incurred~~activities ~~from the~~are ~~cash~~reviewed ~~collections~~frequently and ~~cash~~adjusted ~~remittance~~as ~~process,~~appropriate asto areflect ~~significant~~upcoming ~~portion~~development activities ofthat ~~its~~may ~~performance~~include ~~obligation~~significant isupgrades and/or enhancements to ~~collect~~the ~~and~~existing ~~remit~~functionality. ~~payments~~We remove fully amortized website ~~through~~and ~~its~~software ~~credit~~development ~~card~~costs ~~processors~~from the cost and accumulated amortization amounts disclosed.

~~Stock~~Construction-~~Based~~in-progress ~~Compensation~~primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service.

The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the BlackScholes pricing model is affected by our stock value as well as assumptions regarding several complex and subjective variables, including expected stock price volatility and the risk-free interest rate.Leases

~~Advertising~~The Company’s operating lease portfolio for the years ended September 30, 2024 and ~~marketing~~2023, ~~Costs~~includes the vehicle leases from third parties and the Company’s owned vehicles that are leased to the customers under operating leases. The contracts for these operating leases are short-term in nature with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of September 30, 2024, the Company did not have leases that qualified as ROU assets.

~~Advertising~~Fair ~~and~~Value ~~marketing costs are expensed as incurred. The Company incurred advertising and marketing costs for the years ended September 30, 2023 and 2022 of $38,972 and $33,883, respectively.~~Measurements

~~Income~~The Company follows ASC 820, ~~Taxes~~“Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.F-11

~~Net Loss~~DriveItAway ~~per~~Holdings, ~~Share of Common Stock~~Inc.

~~The~~Notes ~~Company~~to ~~calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing~~ the Consolidated ~~net~~Financial loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the years ended September 30, 2023, and 2022, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.Statements

Schedule of computation of diluted net loss per share
	September 30,		September 30,
	2023		2022
Convertible notes		1,750,000		59,389,535
Warrants		2,350,000		1,125,000
		4,100,000		60,514,535

September 30, 2024

~~Reclassification~~Level 1

~~Certain~~Level ~~accounts~~1 ~~from~~applies ~~prior~~to ~~periods~~assets or ~~have~~liabilities ~~been~~for ~~reclassified~~which tothere ~~conform~~are toquoted ~~the~~prices ~~current~~in ~~period~~active ~~presentation~~markets for identical assets or liabilities.

~~F-12~~Level 2

~~Recent~~Level 2 applies to assets or ~~Accounting~~liabilities ~~Pronouncements~~for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~In the~~Level period from October 2023 through March 2024 the FASB has not issued any additional accounting standards updates that have a significant impact on the Company. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.3

~~Note~~ Level 3 –applies ~~Related~~to ~~Party~~assets ~~Transactions~~or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

~~Related~~The ~~Party~~carrying ~~Notes~~amounts ~~Payable~~shown on the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.

OnAll ~~September~~financial ~~13,~~assets 2019, the Company issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company’s CEO, for $30,000, with a maturity date of September 13, 2022. On October 13 and ~~October 14, 2020, the Company issued Convertible Promissory Notes to Driveitaway,~~liabilities ~~LLC~~are ~~and~~approximate ~~Adam Potash, the Company’s COO, for $25,000 each, which mature on October 13 and 14, 2022, respectively. On December 24, 2020, the Company issued a Convertible Promissory Note~~ to Adam Potash, for $15,000, which matures on December 24, 2022. Each of the notes bear interest at a rate of 6% per annum. The notes automatically convert into preferred stock of DIA in the event DIA raises at least $1,000,000 by the issuance of preferred stock prior to the maturity dates of the notes (a “Qualified Financing”). In the event DIA enters into a financing that is not a Qualified Financing prior to the maturity dates of the notes, the holders have the right to convert their ~~notes~~fair ~~into the class and series of equity securities offered in the non-Qualified Financing at the offer price thereof~~value. In ~~the~~Derivative ~~event~~liabilities ~~DIA~~are ~~effects~~valued ~~a change of control, the holders have the option of converting their notes into common stock in order to participate in the change of control or accelerating the maturity date and receiving cash~~ at ~~the~~Level ~~time of the change of control~~3.

AtThe ~~the~~following ~~closing~~table ofprovides ~~the~~a ~~Share~~summary ~~Exchange on February 24, 2022, the holders~~ of ~~the~~changes in ~~related~~fair ~~party~~value ~~Convertible Promissory Notes agreed to convert all~~ of the ~~principal~~Company’s ofLevel ~~$95,000 and~~3 ~~interest~~financial ofliabilities ~~$9,565 due~~as ~~under the notes into 52,284 shares~~ of ~~DIA~~September ~~common stock~~30, ~~which~~2024 ~~was~~and ~~automatically converted into 52,284 shares of Series A Preferred (see Note 6).~~2023:

On March 1, 2023, the Company entered into three promissory note agreements with three related parties for a total of $50,000 with interest bearing at 15% per annum, maturity date of 120 days from issuance (June 30, 2023) and issuance of 100,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $3,068 which was recorded as a derivative liability and debt discount (see Note 6).


			Fair Value Measurements at September 30, 2024 using:
	September 30, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Liabilities	$	—		—		—	$	—
Derivative Liabilities	$	1,386,014		—		—	$	1,386,014

During the years ended September 30, 2023 and 2022, the Company recorded related party interest expense of $4,918 and $2,296 respectively, and amortization of debt discount of $3,068 and $0 respectively. As of September 30, 2023 and 2022, the debt discount recorded on all related party notes was $0, the promissory note payable – related party balance was $50,000, and the convertible note payable – related party balance was $0. As of September 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $50,000 and owed unpaid interest of $4,918.


			Fair Value Measurements at September 30, 2023 using:
	September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Liabilities	$	—		—		—	$	—
Derivative Liabilities	$	1,317		—		—	$	1,317

~~Advances~~Derivative ~~and~~Financial ~~Repayments~~Instruments

InThe ~~the~~Company ~~normal~~accounts ~~course~~for oftheir derivative ~~business,~~financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options ~~the~~and ~~Company’s~~warrants ~~management~~accounted ~~team~~for oras ~~their~~derivatives ~~affiliates~~are ~~will~~to ~~make~~be ~~payments~~recorded onat ~~behalf~~their fair values as of the ~~Company~~inception ordate ~~will~~of ~~provide~~the ~~short-term~~agreement ~~advances~~and at fair tovalue ~~the~~as ~~Company~~of toeach ~~cover~~subsequent ~~operating~~balance ~~expenses~~sheet date. ~~During~~Any ~~the~~change ~~year~~in ~~ended~~fair ~~September~~value ~~30,~~is ~~2023~~recorded ~~and~~as ~~2022~~non-operating, ~~related~~non-cash ~~parties~~income ~~made~~or ~~payments~~expense onfor each ~~the~~reporting ~~Company’s behalf~~period orat ~~provided~~each ~~short-term~~balance ~~advances~~sheet todate. ~~the~~The Company ~~totaling~~reassesses ~~$26,460 and~~the ~~$3,435,~~classification of its derivative instruments at each balance ~~respectively,~~sheet ~~and~~date. If the ~~Company~~classification ~~made~~changes ~~repayments~~as toa ~~related~~result ~~parties~~ of ~~$1,460 and~~events $3during the period,~~355,~~ the contract is reclassified as of the date of the ~~respectively~~event that caused the reclassification.

~~As of September 30, 2023 and 2022, the Company owed related parties $25,080 and $80, respectively, for this activity.~~F-12

~~Note 4~~DriveItAway –Holdings, ~~Note Receivable~~Inc.

ANotes ~~note receivable of $150,000 was issued~~ to ~~DriveItAway Holdings, Inc. in consideration for~~ the Consolidated ~~sale~~Financial of certain subsidiaries as a part of its recapitalization (see Note 6). The note receivable was unsecured, due on April 20, 2022, and was to incur interest at 15% per annum, provided that the payor has the right to satisfy the note in full by the return of 500,000 shares of the Company’s common stock for cancellation. In May 2022, the payor under the note receivable satisfied $100,000 due under the note in full by returning 500,000 shares of the Company’s common stock for cancellation (see Note 6). During the year ended September 30, 2022 the Company offset the remaining $50,000 due under the note against accrued wages, therefore as of September 30, 2023 and September 30, 2022 the Note Receivable balance was $0.Statements

~~F-13~~September 30, 2024

~~Note~~The Black-Scholes option valuation 5model –was ~~Fixed~~used to estimate the fair value of the embedded conversion options and ~~Intangible~~warrants. ~~Assets~~The model includes subjective input assumptions that can materially affect the fair value estimates.

~~The~~Revenue ~~following table summarizes the components of our fixed assets as of the dates presented:~~Recognition

Schedule of fixed assets
	September 30,			September 30,
	2023			2022
Vehicle costs	$	224,903		$	157,864
Accumulated depreciation		(40,675	)		(8,436	)
Vehicles, net	$	184,228		$	149,428

The Company’s revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.

During the years ended September 30, ~~2023~~2024 and ~~2022~~2023, the Company ~~purchased~~derived its ~~passenger~~revenue ~~vehicles~~from signed contracts for ~~$67,039 and~~vehicle ~~$157,864, respectively,~~rentals ~~and~~between ~~recorded~~the ~~depreciation~~Company, ofother ~~$32~~leasing companies,~~239~~ or car dealerships and ~~$8,436,~~individual ~~respectively~~car rental customers (“customers”).

~~The~~Customers ~~following~~book ~~table~~a ~~summarizes~~vehicle through the Company’s platform, starting first with a rental contract with the ~~components~~vehicle. When the customer books the vehicle, per the terms of ~~our~~the ~~intangible~~individual ~~assets~~rental asagreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the ~~dates~~usage ~~presented:~~cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period.

Schedule of intangible assets
	September 30,			September 30,
	2023			2022
Website development costs	$	16,331		$	—
Accumulated depreciation		(4,544	)		—
Website, net	$	11,787		$	—

Vehicles available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share.

~~During~~The ~~the~~vehicle ~~year~~rental ~~ended~~arrangements ~~September~~are ~~30, 2022,~~over ~~the~~a ~~Company~~fixed ~~incurred~~contracted period; ~~website development costs of $10~~therefore,~~498, which~~ ~~was~~the ~~recorded~~Company asrecognizes arental ~~prepaid~~revenue ~~asset.~~ratably ~~During~~over the ~~year~~contract ~~ended~~term. ~~September~~The ~~30,~~Company ~~2023~~analyzes the ~~Company~~start ~~incurred~~dates ~~website development costs~~ of ~~$5,833~~all contracts and ~~reclassed~~allocates ~~the~~charges ~~$10,498 incurred in the prior year~~ to ~~the~~customer ~~intangible~~credit ~~asset~~cards ~~account.~~for ~~During~~this ~~the~~service ~~years~~between ~~ended~~revenue ~~September~~and ~~30,~~deferred ~~2023~~revenue ~~and~~at ~~2022~~ the ~~Company~~end ~~recorded amortization~~ of ~~$4,544 and~~each ~~$0, respectively~~month.

~~Note~~Costs related to rental revenue include depreciation 6for –Company ~~Equity~~owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized.

~~Authorized~~The Pay-As-You-Go program manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

~~The~~Initial ~~Company~~non-refundable ~~has~~fees ~~authorized~~are ~~one billion~~recognized ~~(1,000,000,000)~~when payment is received as ~~shares~~the ofCompany ~~common~~has ~~stock~~no ~~having~~obligation ato ~~par~~provide ~~value~~additional ofservices $0at that point.~~0001 per~~ ~~share,~~Miscellaneous ~~and~~charges ~~ten~~for ~~million~~extra ~~(10~~mileage,~~000~~ late fees,~~000)~~ or toll ~~shares~~charges ofcalculated ~~preferred~~and ~~stock~~charged ~~having~~to athe ~~par~~customer ~~value~~credit card at the end of ~~$0.0001 per~~the ~~share~~usage cycle are recognized when the credit card charge goes through. ~~All~~Refundable ordeposits ~~any~~are ~~part~~recorded ofon the ~~capital~~balance ~~stock~~sheet ~~may~~until bedeposits ~~issued~~are byreturned ~~the~~to ~~Corporation~~customers ~~from~~or ~~time~~applied to ~~time~~their ~~and~~account for fees ~~such~~incurred. ~~consideration and~~Deferred onrevenue ~~such~~includes ~~terms~~rental asand ~~may~~insurance beamounts ~~determined~~that ~~and~~are ~~fixed~~paid byfor ~~the~~contracts ~~Board~~that ofoverlap ~~Directors,~~a ~~without~~reporting ~~action~~date ofand ~~the~~relate to ~~stockholders,~~usages asafter ~~provided~~that bydate. ~~law~~As of September 30, ~~unless the~~2024 ~~Board~~and of2023 ~~Directors~~refundable ~~deems~~deposits itwere ~~advisable~~$1,339 toand ~~obtain~~$2,234 ~~the~~and ~~advice~~deferred ofrevenue ~~the~~was ~~stockholders~~$3,306 and $7,233, respectively.

~~Series A Preferred Stock~~F-13

~~The~~DriveItAway ~~Company has authorized one series of preferred stock~~Holdings, ~~which is known as the Series A Convertible Preferred Stock (the “Series A Preferred”)~~Inc. ~~The Board has authorized the issuance of 5,000,000 shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences:~~

~~Dividends: The~~Notes ~~Series A Preferred Stock is entitled~~ to ~~receive non-cumulative dividends equal to~~ the ~~amount~~Consolidated ofFinancial dividends that the holder of such share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend declared on the Common Stock.Statements

~~Liquidation Preference:~~September ~~The Series A Preferred Stock is entitled to receive~~30, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share as a liquidation preference before any distribution may be made to the holders of any junior security, including the Common Stock.2024

~~Voting Rights:~~In ~~Each holder~~addition ofto ~~Series~~the Acosts ~~Preferred~~associated ~~Stock shall vote~~ with ~~holders~~rental ofrevenue and ~~the~~insurance ~~Common Stock upon any matter submitted to a vote of shareholders~~revenue, ~~in which~~within ~~event it shall have~~ the ~~number~~Cost of ~~votes~~Goods ~~equal~~Sold toaccount the ~~number~~Company ofalso ~~shares~~records ofcredit ~~Common~~card ~~Stock~~fees ~~into~~incurred ~~which~~from ~~such~~the ~~share~~cash ~~of Series A Preferred~~collections ~~Stock~~and ~~would~~cash beremittance ~~convertible~~process, onas ~~the~~a ~~record~~significant ~~date~~portion ~~for the vote or consent~~ of ~~shareholders.~~its ~~Each~~performance ~~holder~~obligation ofis ~~Series A Preferred Stock shall also be entitled~~ to ~~one~~collect ~~vote~~and ~~per~~remit ~~share~~payments onthrough ~~each~~its ~~submitted~~credit card ~~to a class vote of the holders of Series A Preferred Stock~~processors.

FStock-14Based Compensation

~~Voluntary~~The Company recognizes compensation ~~Conversion~~expense ~~Rights:~~for ~~Each~~all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date ~~share~~fair value of ~~Series~~our Astock, ~~Preferred~~as ~~Stock~~determined isby ~~convertible~~the ~~into~~Board 33of Directors.~~94971~~ ~~shares~~The fair value of ~~Common~~stock ~~Stock~~options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the ~~holder~~entire ~~thereof~~option. The determination of fair value using the BlackScholes pricing model is affected by our stock value as well as assumptions regarding several complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

~~Mandatory~~Advertising ~~Conversion~~ and ~~Right:~~Marketing The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.Costs

~~During~~Advertising ~~the~~and ~~year~~marketing ~~ended September~~costs ~~30,~~are ~~2021,~~expensed ~~the~~as ~~Company issued 300,000 shares of DIA common stock which was automatically converted into 300,000 shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022~~incurred. The ~~shares~~Company ~~were~~incurred ~~issued~~advertising ~~to a consulting firm pursuant to one year consulting agreement~~ and ~~valued~~marketing atcosts ~~$692,308. Stock-based compensation expense related to this issuance~~ for the years ended September 30, ~~2023~~2024 and ~~2022~~2023 ~~was~~of $06,819 and $~~288~~38,~~461~~972, ~~respectively,~~ ~~and was included in general and administrative expense~~respectively.

~~During~~Income the year ended September 30, 2022, the Company issued 294,593 shares of DIA common stock which were automatically converted into 294,593 shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022. The preferred stock is reflected retroactively for all periods presented and included the following:Taxes

●The ~~52,284~~provision ~~shares~~for ~~issued~~income ~~for~~taxes and ~~conversion~~deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of ~~debt~~assets –and ~~related~~liabilities ~~party~~using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and ~~accrued~~negative ~~interest~~evidence, a conclusion is made that it is more likely than not that some portion or all of ~~$104~~the net deferred tax assets will not be recovered,~~565~~ a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

●Net ~~129,809~~Loss ~~shares~~per ~~issued~~Share ~~for conversion~~ of ~~debt~~Common ~~and accrued interest of $288,458.~~Stock

●The ~~112~~Company calculates net loss per share in accordance with ASC Topic 260,~~500~~ “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares ~~issued~~outstanding ~~for~~during ~~exercise~~the period. Diluted earnings per share of common stock ~~option~~are -computed by ~~related~~dividing ~~party~~net asearnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock~~-based~~ ~~compensation~~consist toof ~~related~~shares ~~parties~~issuable upon the conversion of ~~$84~~outstanding convertible debt,~~375~~ preferred stock, warrants and stock option. For the years ended September 30, 2024, and 2023, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.


	September 30,		September 30,
	2024		2023
Convertible notes		2,250,000		1,750,000
Commitment		5,000,000		—
Warrants		22,350,000		2,350,000
		29,600,000		4,100,000

~~During the year ended September 30, 2023 there were no 0 issuances of the Series A Preferred shares.~~Reclassification

AsCertain ofaccounts ~~September~~from ~~30,~~prior ~~2023 and~~periods ~~2022,~~have ~~the~~been ~~Company~~reclassified ~~had~~to noconform ~~shares~~to the ofcurrent ~~Series~~period ~~A Preferred stock outstanding, respectively~~presentation.

~~Common Stock~~F-14

~~Reorganization~~DriveItAway Holdings, Inc.

OnNotes ~~February~~to ~~24, 2022,~~ the Consolidated ~~Company recognized~~Financial the equity of Driveitaway Holdings, Inc. as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares of common stock and 15,100 shares of treasury stock, at a value of $130,381.Statements

~~The~~September ~~following table summarizes the assets acquired~~30, ~~and liabilities assumed at the acquisition date of February 24, 2022:~~2024

Schedule of assets acquired and liabilities assumed
Cash	$	70,360
Notes receivable (Note 4)		150,000
Accounts payable and accrued liabilities		(89,979	)
Net assets acquired and liabilities assumed	$	130,381

Recent Accounting Pronouncements

OnIn the ~~February~~period ~~24,~~from ~~2022,~~October 2024 through January 2025 the ~~Company~~ FASB issued ~~4,000,000~~Accounting Standards Update 2023-09-Income Taxes (Topic 740): Improvement ~~shares~~to ofIncome ~~common~~Tax ~~stock~~Disclosures. ~~valued~~This atamendment ~~$65~~is effective for annual periods beginning after December 15,~~274~~ 2024. Management has evaluated ~~for~~other ~~commitment~~recently ~~fees~~issued inaccounting ~~conjunction~~pronouncements ~~with~~and ~~the~~does ~~issuance~~not believe that any of athese ~~promissory~~pronouncements ~~note~~will ofhave ~~$750,000~~a significant impact ~~(see~~on ~~Note~~our 8)consolidated financial statements and related disclosures.

OnNote ~~April~~3 ~~20,~~– ~~2022,~~Related ~~the~~Party ~~Company issued 88,085,681 shares of common stock as a result of the conversion of 2,594,593 shares of Series A Preferred Stock, as discussed in more detail above.~~Transactions

InRelated ~~May~~Party ~~2022,~~Notes ~~500,000 shares were returned for cancellation to satisfy a note receivable in the amount of $100,000 (see Note 4).~~Payable

F-On September 13, 2019, the Company issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company’s CEO, for $30,000, with a maturity date of September 13, 2022. On October 13 and October 14, 2020, the Company issued Convertible Promissory Notes to Driveitaway, LLC and Adam Potash, the Company’s COO, for $25,000 each, which mature on October 13 and 14, 2022, respectively. On December 24, 2020, the Company issued a Convertible Promissory Note to Adam Potash, for $15,000, which matures on December 24, 2022. Each of the notes bear interest at a rate of 6% per annum. The notes automatically convert into preferred stock of DIA in the event DIA raises at least $1,000,000 by the issuance of preferred stock prior to the maturity dates of the notes (a “Qualified Financing”). In the event DIA enters into a financing that is not a Qualified Financing prior to the maturity dates of the notes, the holders have the right to convert their notes into the class and series of equity securities offered in the non-Qualified Financing at the offer price thereof. In the event DIA effects a change of control, the holders have the option of converting their notes into common stock in order to participate in the change of control or accelerating the maturity date and receiving cash at the time of the change of control.

OnAt ~~October~~the ~~17,~~closing ~~2022,~~of ~~250~~the Share Exchange on February 24,~~000 shares~~ 2022, the holders of ~~common~~the ~~stock,~~related ~~valued~~party atConvertible Promissory Notes agreed to convert all of the principal of $1595,000 and interest of ~~based~~$9,565 ondue under the ~~fair~~notes ~~market~~into ~~value~~52,284 shares of ~~the~~DIA ~~shares~~common onstock, ~~the~~which ~~grant~~was ~~date~~automatically converted into 52,284 ~~were~~shares ~~issued~~of ~~for~~Series ~~consulting~~A ~~services~~Preferred (see Note 5).

On ~~October~~March 311, ~~2022~~2023, the Company entered into three promissory ~~issued~~note 1agreements with three related parties for a total of $50,000 with interest bearing at 15% per annum,~~000~~ maturity date of 120 days from ~~shares~~issuance (June 30, 2023) and issuance of ~~common~~100,000 ~~stock~~warrants ~~valued~~with atexercise price of $600.05 that expire on March 1,~~000~~ 2028 (5 year). As a result ~~for~~of ~~commitment~~the ~~fees~~Company’s inequity ~~conjunction~~environment ~~with~~being tainted the ~~amendment~~warrants ofqualified afor ~~promissory~~derivative ~~note~~accounting ofand were assigned a value of $~~750~~3,~~000~~ 068 which was recorded as a derivative liability and debt discount (see Note 85).

AsDuring ofthe years ended September 30, 2024 and 2023, the Company recorded related party interest expense of $8,595 and ~~2022~~$4,918, respectively and amortization of debt discount of $0 and $3,068, respectively. As of September 30, 2024, the promissory note payable – related party balance was $42,500. As of September 30, 2024, the Company had ~~106~~defaulted on the promissory notes payable with aggregate outstanding principal of $42,~~551,722~~500 and ~~105~~owed unpaid interest of $12,~~301~~752. As of September 30,~~722~~ 2023, the Company had defaulted on the promissory notes ~~common~~payable ~~shares~~with ~~issued~~aggregate outstanding principal of $50,000 ~~respectively~~and owed unpaid interest of $4,918.

~~Treasury~~Advances ~~Stock~~and Repayments

~~The~~In ~~Company~~the ~~records~~normal ~~treasury~~course of business, ~~stock~~the atCompany’s ~~cost.~~management ~~Treasury~~team ~~stock~~or istheir ~~comprised~~affiliates ofwill ~~shares~~make payments on behalf of ~~common~~the ~~stock~~Company ~~purchased~~or bywill provide short-term advances to the Company into ~~the~~cover ~~secondary~~operating ~~market~~expenses. AsDuring ofthe year ended September 30, 2024 and 2023, related parties made payments on the Company’s behalf or provided short-term advances to the Company totaling $0 and ~~2022~~$26,460, respectively, and the Company ~~had~~made ~~15,100~~repayments to related ~~shares~~parties of ~~treasury~~$0 ~~stock~~and ~~valued at~~ $181,~~126~~460, respectively.

~~Stock~~As ~~Options~~of September 30, 2024 and 2023, the Company owed related parties $25,080 for this activity.

On June 12, 2020, DIA’s Board of Directors and its shareholders approved its 2020 Equity Compensation Plan (“Equity Plan”). The Equity Plan permits DIA to issue awards or options to the employees, directors, consultants and advisors who provide services to the Company or a subsidiary. Pursuant to the Equity Plan, 400,000 shares of DIA’s common stock were reserved for issuance. The Equity Plan allows DIA’s board or a committee of the board to issue grants of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights and other equityF-~~based awards.~~15

AsDriveItAway ~~of September 30~~Holdings, ~~2021, DIA had 300,000 stock options outstanding under the Equity Plan to Messrs~~Inc. Possumato, CEO, and Potash, COO in equal amounts, of which 93,750 had vested. At the closing of the Share Exchange on February 24, 2022, 112,500 of the stock options had vested and Messrs. Possumato and Potash each agreed to each exercise their 56,250 vested stock options issued to them. The options were converted into 112,500 shares of DIA common stock, which was automatically converted into 112,500 shares of Series A Preferred. The balance of the stock options issued to Messrs. Possumato and Potash were cancelled. The stock options had an exercise price of $0.75 per share. In lieu of paying the exercise price in cash, the exercise price was offset against accrued wages of $42,188 owed to each of Messrs. Possumato and Potash.

~~Also,~~Notes atto the Consolidated ~~closing~~Financial ~~of the Share Exchange, DIA’s board cancelled the Equity Plan and all outstanding options were cancelled.~~Statements

~~As of~~ September 30, ~~2021, DIAH had 2,177,571 options outstanding, of which 1,882,793 expired during the year ended September 30, 2022 and 294,778 were exercised in a cashless exchange for 155,103 common shares.~~2024

~~Accordingly,~~Note as4 of– ~~September 30,~~Fixed ~~2023~~ and ~~September 30, 2022 the Company had no options outstanding.~~Intangible Assets

~~Warrants~~The following table summarizes the components of our fixed assets as of the dates presented:

On February 24, 2022, in conjunction with the issuance of a promissory note of $750,000, the Company issued 1,000,000 warrants for $0.30 per share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (see Note 8), therefore the equity environment became tainted and the warrants qualified for derivative accounting and were assigned a value of $107,283 which was recorded as a derivative liability and debt discount. The warrants expire on February 24, 2027.

Schedule of fixed assets
	September 30,			September 30,
	2024			2023
Vehicle costs	$	867,551		$	224,903
Accumulated depreciation		(92,556	)		(40,675	)
Vehicles, net	$	774,995		$	184,228

InDuring ~~June 2022, in conjunction with a private offering and~~ the ~~issuance~~years ~~of secured promissory notes of $250,000~~ended ~~(see~~September ~~Note 8)~~30, ~~the~~2024 ~~Company~~and ~~issued 125~~2023,~~000 warrants~~ ~~for $0.30 per share. As a result of~~ the Company’s ~~equity~~purchased ~~environment~~passenger ~~being~~vehicles ~~tainted the warrants qualified~~ for ~~derivative~~$642,647 ~~accounting~~ and ~~were assigned a value of~~ $867,~~136~~039, ~~which~~respectively, ~~was~~and recorded asdepreciation aof ~~derivative~~$51,880 ~~liability~~ and ~~debt discount~~$32,239, respectively. ~~The warrants expire in June 2027.~~

InThe ~~November~~following ~~2022,~~table ~~in conjunction~~summarizes ~~with a private offering and~~ the ~~issuance~~components of ~~secured~~our ~~promissory~~intangible ~~notes~~assets ofas ~~$200,000, the Company issued 100,000 warrants for $0.30 per share. As a result~~ of the ~~Company’s~~dates equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $4,074 which was recorded as a derivative liability and debt discount. The warrants expire in November 2027.presented:

F-16

Schedule of intangible assets
	September 30,			September 30,
	2024			2023
Website development costs	$	16,331		$	16,331
Accumulated amortization		(9,988	)		(4,544	)
Website, net	$	6,343		$	11,787

InDuring February 2023, in conjunction with a promissory note amendment which was recognized as debt extinguishment, 2,000,000 warrants with exercise price of $0.05 were issued that expire on February 24, 2027 (4 year), which replaced the ~~original~~years ~~1,000,000 warrants~~ended ~~issued~~September ~~with an exercise price of $0.~~30 ~~previously~~, ~~issued~~2024 ~~with~~and ~~the~~2023 ~~original promissory note. As a result of~~ the Company’s ~~equity environment being tainted the warrants~~recorded ~~qualified~~amortization ~~for derivative accounting and were assigned a value~~ of $215,~~469 which~~444 ~~was recorded as a derivative liability~~ and ~~debt~~$4,544, ~~discount~~respectively.

InNote ~~March 2023, 125,000 warrants with exercise price of $0.05 were issued that expire on March 1, 2028 (~~5 ~~year).~~ As– a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $3,837 which was recorded as a derivative liability and debt discount.Equity

All derivative liabilities recognized for the warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note 9).Authorized

AThe ~~summary~~Company has authorized one billion (1,000,000,000) shares of ~~warrant~~common ~~activity~~stock having a par value of $0.0001 per share, and ten million (10,000,000) shares of preferred ~~during~~stock having a par value of $0.0001 per share. All or any part of the ~~years~~capital ~~ended~~stock ~~September~~may ~~30,~~be ~~2023~~issued by the Corporation from time to time and ~~2022~~for issuch consideration and on such terms as ~~follows:~~may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

Schedule of common stock warrants activity
	Warrants			Weighted-Average		Weighted-Average
	Outstanding			Exercise Price		Life (years)
Balance as of September 30, 2021		—		$	—		—
Issuance		1,125,000		$	0.30		—
Exercised		—		$	—		—
Expired/Cancelled		—		$	—		—
Balance as of September 30, 2022		1,125,000		$	0.30		4.44
Issuance		2,225,000		$	0.06
Exercised		—		$	—
Expired/Cancelled		(1,000,000	)	$	0.30
Balance as of September 30, 2023		2,350,000		$	0.07		3.51

Series A Preferred Stock

The ~~intrinsic~~Company ~~value~~has ofauthorized ~~the warrants~~one asseries of ~~September~~preferred 30stock, ~~2023~~which ~~and~~is ~~2022~~known isas $0the Series A Convertible Preferred Stock (the “Series A Preferred”). ~~All~~The ofBoard ~~the~~has ~~outstanding~~authorized ~~warrants~~the ~~are~~issuance ~~exercisable~~of as5,000,000 shares of ~~September~~Series ~~30,~~A ~~2022~~Preferred. The Series A Preferred Stock has the following rights and preferences:

~~Note~~Dividends: The Series 7A –Preferred ~~Notes~~Stock ~~Payable~~is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend declared on the Common Stock.

~~PPP~~Liquidation ~~Loan~~Preference: The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share as a liquidation preference before any distribution may be made to the holders of any junior security, including the Common Stock.

OnVoting ~~April~~Rights: Each ~~28,~~holder ~~2020,~~of ~~the~~Series ~~Company was~~A ~~granted~~Preferred aStock ~~loan~~shall ~~(the~~vote ~~“Loan”)~~with ~~from~~holders ~~First Bank~~ of the ~~Lake~~Common inStock ~~aggregate~~upon ~~amount~~any ofmatter ~~$23,750, pursuant~~submitted to ~~the~~a ~~Paycheck~~vote ~~Protection Program (the “PPP”) under Division A, Title I~~ of ~~the CARES Act~~shareholders, in which ~~was~~event ~~enacted~~it ~~March 27,~~shall ~~2020.~~have ~~The Loan, which was in~~ the ~~form~~number of avotes ~~Note~~equal ~~dated May 9, 2020 was~~ to ~~mature~~the onnumber ~~May~~of 8,shares ~~2022~~of ~~and~~Common ~~bear~~Stock ~~interest~~into atwhich asuch ~~rate~~share of ~~1% per~~Series ~~annum,~~A ~~payable~~Preferred Stock ~~monthly~~would ~~commencing~~be ~~seven~~convertible ~~months~~on ~~from~~ the record date offor the ~~note,~~vote ~~unless forgiven in whole~~ or ~~part~~consent inof ~~accordance with the CARES Act~~shareholders. ~~The~~Each ~~Note~~holder ~~may~~of ~~have~~Series ~~been~~A ~~prepaid~~Preferred byStock ~~the~~shall ~~Borrower at any time prior to maturity with no prepayment penalties. In order to qualify~~also ~~for forgiveness under the CARES Act, funds from the Loan could only~~ be ~~used~~entitled ~~for payroll costs, cost used~~ to ~~continue~~one ~~group~~vote ~~health~~per ~~care benefits,~~share ~~mortgage payments, rent, utilities and interest~~ on ~~other~~each ~~debt~~submitted ~~obligations~~to ~~incurred~~a ~~before~~class ~~February~~vote ~~15,~~of ~~2020 (“qualifying expenses”). The Company used~~ the ~~entire~~holders ~~Loan amount for qualifying expenses, therefore, in December 2021, the PPP Loan~~ of ~~$23,750 and~~Series ~~accrued~~A ~~interest~~Preferred ~~of $398 were forgiven and recognized as other income~~Stock. ~~During the year ended September 30, 2023 and 2022, the Company recorded interest expense of $0 and $59, respectively.~~

F-1716

~~SBA~~DriveItAway ~~Loan~~Holdings, Inc.

OnNotes ~~June 3, 2020, the Company entered into a SBA Loan for $78,500 at a rate of 3.75%. On August 12, 2021 the loan increased~~ to ~~$114,700 and~~ the ~~Company~~Consolidated ~~obtained~~Financial $36,200 on October 8, 2021. The SBA Loan requires payments starting 30 months from the initial funding date and matures on June 7, 2050. During the years ended September 30, 2023 and 2022, the Company recorded interest expense of $4,243 and $4,272, respectively, on the SBA Loan and as of September 30, 2023 and 2022, the accrued interest on the SBA Loan was $6,722 and $8,175, respectively. As of September, 2023 and 2022, the outstanding principal of SBA Loan was $114,700.Statements

~~The following represents the future aggregate maturities of the Company’s SBA Loan as of~~ September 30, ~~2023 for each of the five (5) succeeding years and thereafter as follows:~~2024

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2024	$	—
2025		—
2026		571
2027		2,431
2028		2,431
Thereafter		109,267
Total	$	114,700

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

~~Promissory~~Mandatory ~~Notes~~Conversion Right: ~~Payable~~The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock at any time that there are less than 200,000 inshares ~~Default~~of Series A Preferred Stock outstanding.

OnDuring ~~March 1, 2023,~~ the ~~Company entered~~years ~~into a promissory note agreement with an investor for amount of $12,500~~ended ~~with~~September ~~interest bearing at 15% per annum~~30, ~~maturity~~2024 ~~date~~and of2023 ~~120~~there ~~days~~were ~~from~~no issuances ~~issuance and issuance~~ of ~~25,000 warrants~~the ~~with~~Series ~~exercise~~A ~~price~~Preferred ~~of $0~~shares.~~05 that expire on~~

~~March 1, 2028 (5 year).~~ As ~~a result~~ of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $767 which was recorded as a derivative liability and debt discount (see Note 6). During the year ended September 30,~~2023,~~ ~~the~~2024 ~~Company recorded interest expense of $1,109~~ and ~~amortization of debt discount of $767.~~ ~~As of September 30,~~ 2023, the ~~debt~~Company ~~discount~~had ~~recorded~~no onshares ~~the note was $0, resulting in a note payable balance~~ of ~~$12,500 and~~Series ~~accrued~~A ~~interest~~Preferred ofstock $1outstanding,~~109. As~~ ~~of September 30, 2023, the Company had defaulted on the promissory note payable~~respectively.

~~Promissory Notes Payable~~F-17

OnDriveItAway ~~May 1~~Holdings, ~~2023 the Company executed a note payable with a face amount of $35,982~~Inc. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $35,982 (including fixed fees of $3,682 or approximately 10% of the note amount). The Company received net proceeds of $32,300 and the $3,685 of fixed fees were recorded as debt discount. As of September 30, 2023, the Company had amortized the full $3,682 of debt discount, had made repayments of $27,752, and rolled $8,230 of the notes principal still due into a second note (see below), therefore the loan was considered paid in full.

OnNotes ~~August~~to ~~15, 2023~~ the Consolidated ~~Company executed~~Financial a second note payable with the same lender from the May 1, 2023 note, with a face amount of $64,206. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $64,206 (including fixed fees of $6,206 or approximately 10% of the note amount). The Company received net proceeds of $49,770 after paying off the May 1, 2023 note and rolling $8,230 of its balance into the August 15, 2023 note and recording the $6,206 of fixed fees as a debt discount. As of September 30, 2023, the Company had amortized $345 of the debt discount and made repayments of $42,011, resulting in a debt discount balance of $5,861 and a principal balance of $49,947, for a net notes payable balance of $44,086.Statements

~~F-18~~September 30, 2024

~~The~~Common ~~following represents the future aggregate maturities as of September 30, 2023 of the Company’s Promissory Notes Payable:~~Stock

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2024	$	33,297
2025		16,650
Total	$	49,947

On October 17, 2022, 250,000 shares of common stock, valued at $15,000 based on the fair market value of the shares on the grant date, were issued for consulting services.

~~Note~~On October 31, 2022, the Company issued 1,000,000 8shares –of ~~Convertible~~common ~~Notes~~stock ~~Payable~~valued at $60,000 for commitment fees in conjunction with the amendment of a promissory note of $750,000 (see Note 8).

~~Knightsgate~~On ~~Ventures~~February II23, LP2024, ~~Note~~the Company issued 5,000,000 shares of common stock valued at $50,000 for commitment fees in conjunction with the issuance of a promissory note of $140,000.

OnIn ~~April~~May 12024, ~~2021,~~the ~~DIA~~Company ~~borrowed $150~~issued 750,000 in ~~Convertible~~shares ~~Notes~~of its ~~from~~common ~~Knightsgate~~stock ~~Ventures~~to ~~II,~~an ~~LP,~~accredited ainvestor ~~third-party~~for ~~lender~~$15,000 atin agross ~~rate of 8%~~proceeds. ~~The loan matures on December 31, 2022.~~

~~The~~In ~~Convertible~~May ~~Note~~2024, ~~automatically converts into preferred stock of DIA in~~ the ~~event~~Company ~~DIA~~issued ~~raised at least $2~~1,000,000 byshares ~~the issuance~~ of ~~preferred~~common stock ~~prior~~valued toat the maturity date of the Convertible Note (a “Qualified Financing”), in which case the conversion price is equal to the lesser of (i) 90% of the price paid by investors in the Qualified Financing or (ii) the price obtained by dividing $670,000~~,000~~ byfor ~~the~~commitment ~~Company’s~~fees ~~fully~~in ~~diluted~~conjunction ~~shares~~with ~~outstanding immediately prior to conversion (~~the ~~“Cap Price”).~~issuance ~~In the event DIA had not entered into a Qualified Financing prior to the maturity date, the Convertible Note is convertible at the option~~ of ~~the holder into DIA common stock on the Maturity Date at~~ a ~~price~~promissory ~~per~~note ~~share equal to the Cap Price. In the event DIA~~in ~~effects a change of control,~~ the ~~holder~~amount ~~has the option~~ of ~~converting the Convertible Note into DIA’s common stock at a price per share equal to the Cap Price or accelerating the maturity date and receiving cash at the time of the change of control~~$63,000.

~~Effective~~In ~~February~~July 242024, ~~2022, principal~~the ofCompany ~~$250~~issued 400,000 ~~and~~ ~~accrued~~shares ~~interest~~ of ~~$10,816~~ ~~was~~its ~~converted into 72,368 shares of DIA’s~~ common stock, ~~which~~to ~~was~~four ~~automatically~~accredited ~~converted~~investors ~~into~~for 72$8,~~368 shares~~000 ~~of the Company’s Series A Preferred stock~~ in ~~accordance~~gross ~~with the Share Exchange Agreement (see Note 6), resulting in $0 owed to the lender as of September 30, 2022~~proceeds.

~~During~~As ~~the~~of ~~years ended~~ September 30, ~~2023~~2024, and ~~2022~~2023, the Company ~~recorded~~had 113,701,722 ~~interest~~and ~~expense~~106,551,722 ~~for~~common ~~the~~shares ~~note of $0 and $4~~issued,~~833,~~ respectively.

~~Individual~~Treasury ~~Investor Notes~~Stock

~~During~~The ~~the~~Company ~~year~~records ~~ended September~~treasury ~~30,~~stock ~~2022,~~at ~~DIA issued an aggregate of five convertible notes to five investors, each for $25,000~~cost. ~~The~~ ~~notes~~Treasury ~~bear~~stock ~~interest~~is atcomprised aof ~~rate~~shares of ~~8% per annum, mature on December 31, 2022, and are convertible into DIA’s~~ common stock onpurchased by the ~~same~~Company ~~basis~~in ~~that is described for~~ the ~~Convertible Note~~secondary ~~issued to Knightsgate Ventures II, LP on April 1, 2021, as described above~~market. ~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2023~~2024, and ~~2022~~2023, the Company ~~recorded~~had ~~interest~~15,100 ~~expense~~shares of ~~$0 and~~treasury ~~$2,641 on~~stock ~~the~~valued ~~notes,~~at ~~respectively~~$18,126.

In March 2022, the holders of all of the convertible notes issued to unrelated investors agreed to convert their notes of $125,000 and accrued interest of $2,641 into 57,441 shares of DIA’s common stock, each of which was automatically converted into one share of Series A Preferred stock in accordance with the Share Exchange Agreement (see Note 6), resulting in $0 owed to the investors as of September 30, 2022.Warrants

~~AJB~~On ~~Capital~~February ~~Investments~~24, ~~LLC~~2022, in conjunction with the issuance of a promissory note of $750,000, the Company issued 1,000,000 warrants for $0.30 per share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (see Note 8), therefore the equity environment became tainted and the warrants qualified for derivative accounting and were assigned a value of $107,283 which was recorded as a derivative liability and debt discount. The warrants expire on February 24, 2027.

Effective February 24, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $750,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $675,000 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid $33,750 in certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker dealer. After payment of the fees and costs, the net proceeds to the Company were $641,250, which will be used for working capital and other general corporate purposes.F-18

~~F-19~~DriveItAway Holdings, Inc.

~~The~~Notes ~~maturity date of the AJB Note was extended~~ to ~~February 24, 2023. The AJB Note bears interest at 10% per annum for~~ the ~~original~~Consolidated ~~note’s~~Financial period and 12% per annum for extension period which was started from August 24, 2022, and it is payable on the first of each month beginning April 1, 2022. The Company may prepay the AJB Note at any time without penalty.Statements

~~The~~September ~~note is convertible into Common Stock of the Company at any time that the note is in default~~30, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.2024

~~Also~~In ~~pursuant~~June ~~to the SPA~~2022, ~~the~~in ~~Company~~conjunction ~~was~~with toa ~~pay~~private ~~AJB~~offering aand ~~commitment~~the ~~fee~~issuance of ~~$800,000, payable~~secured inpromissory ~~the~~notes ~~form~~ of 4$250,000~~,000 unregistered~~ ~~shares of the Company’s common stock~~ (~~the~~see ~~“Commitment~~Note ~~Fee Shares”~~8) ~~which were issued at note inception. If~~, ~~after~~ the ~~sixth~~Company ~~month~~issued ~~anniversary of closing and before the thirty-sixth month anniversary of closing~~125,000 ~~AJB~~warrants ~~has been unable to sell the Commitment Fee Shares~~ for ~~$800,000,~~ ~~then~~$0.30 ~~the~~per ~~Company~~share. ~~may~~As bea ~~required~~result ~~to issue additional shares or pay cash in the amount~~ of the ~~shortfall. However, if the~~ Company’s ~~pays the~~equity ~~AJB~~environment ~~Note~~being ~~off~~tainted ~~on or before its maturity date, then~~ the ~~Company~~warrants ~~may~~qualified ~~redeem 2,000,000 of the Commitment Fee Shares~~ for ~~one~~derivative ~~dollar~~ accounting and ~~the~~were ~~amount~~assigned ofa ~~the~~value ~~commitment~~of ~~fee will be reduced to~~ $~~400~~8,~~000. On~~136 ~~issuance~~which ~~of the note, the Company determined that the guarantee on the commitment fee~~ was ~~a make-whole provision and an embedded derivative within the host instrument. The guarantee was bifurcated from the host instrument and~~ recorded as a derivative liability ~~valued~~and atdebt ~~$384,287 using~~discount. aThe ~~Black-Scholes~~warrants ~~option~~expire ~~pricing~~in ~~model~~June ~~(see Note 9)~~2027.

~~Pursuant~~In toNovember ~~the SPA~~2022, ~~the~~in ~~Company~~conjunction ~~also~~with ~~issued~~a toprivate ~~AJB~~offering ~~common~~and ~~stock~~the ~~purchase~~issuance ~~warrants~~of ~~(the~~secured ~~“warrants”)~~promissory tonotes ~~purchase~~of 1$200,000,~~000~~ ~~shares of~~ the Company’s ~~common stock~~issued 100,000 warrants for $0.30 per share,. As ~~which was assigned~~ a ~~value~~result of ~~$107,283~~the ~~that~~Company’s ~~was~~equity ~~recorded~~environment asbeing ~~derivative~~tainted ~~liability~~the ~~(see~~warrants ~~Notes~~qualified 6for ~~and~~derivative ~~9).~~accounting ~~The~~and ~~warrants expire~~were ~~on February~~assigned ~~24,~~a ~~2027.~~value ~~The warrants also include various covenants~~ of ~~the~~$4,074 ~~Company~~which ~~for~~was ~~the~~recorded ~~benefit~~as ofa ~~the~~derivative ~~warrant~~liability ~~holder~~ and ~~includes~~ adebt ~~beneficial~~discount. ~~ownership~~The ~~limitation~~warrants onexpire ~~the holder that,~~ in ~~certain~~November ~~circumstances, may serve to restrict the holder’s right to exercise the warrants~~2027.

~~After~~In ~~recording~~February ~~the~~2023, ~~derivative liabilities~~in ~~associated~~ conjunction with ~~the~~a ~~SPA,~~promissory ~~the~~note ~~Company~~amendment ~~allocated~~which ~~the~~was ~~net~~recognized ~~proceeds~~as todebt ~~the~~extinguishment, 42,000,000 ~~common~~ ~~shares~~warrants ~~issued~~with ~~and~~exercise ~~the~~price ~~note~~of ~~itself~~$0.05 ~~based~~were issued that expire on ~~their~~February ~~relative~~24, ~~fair~~2027 ~~market~~(4 ~~values~~year), ~~resulting~~which inreplaced the ~~common~~original ~~shares~~1,000,000 ~~being~~warrants ~~assigned a~~issued ~~value~~with an exercise price of $~~65,274~~0.30 previously ~~(see~~issued ~~Note~~with ~~6).~~the ~~The~~original ~~allocation~~promissory ofnote. ~~the~~As ~~financing~~a ~~costs~~result of ~~$108,750,~~ the ~~derivative~~Company’s ~~for~~equity ~~the~~environment ~~guarantee~~being oftainted ~~$384,287,~~ the ~~derivative~~warrants qualified for derivative ~~the~~accounting ~~warrant of $107,283,~~ and ~~issuance~~were ofassigned ~~the~~a ~~4,000,000 Commitment~~value ~~Fee shares~~ of $6521,~~274, to~~469 ~~the~~which ~~debt~~was ~~component~~recorded ~~resulted~~as in a ~~$665,594 debt~~derivative ~~discount~~liability ~~that~~and isdebt ~~being amortized to interest expense over the term of the AJB Note~~discount.

OnIn ~~October~~March 312023, ~~2022~~125,000 ~~the Company~~warrants ~~amended~~with ~~the~~exercise ~~AJB~~price ~~Note~~of to$0.05 ~~issue~~were issued that expire on March 1,~~000,000 additional~~ ~~Commitment~~2028 ~~Fee~~(5 ~~Shares,~~year). ~~recognizing~~As ~~the~~a ~~value~~result of the ~~shares~~Company’s equity environment being tainted the warrants qualified for derivative accounting and awere ~~debt~~assigned ~~discount~~a value of $603,~~000~~837 which was recorded as a derivative ~~(see~~liability ~~Note~~and 6)debt discount.

OnIn ~~February~~December ~~10,~~ 2023, ~~the~~in ~~Company entered~~conjunction ~~into~~with ~~second~~the ~~amendment~~issuance of ~~with~~a ~~AJB~~promissory bynote ~~increasing~~of $195,000, the ~~original~~Company ~~principal~~issued ofwarrants ~~the~~to ~~note~~purchase ~~by $85~~5,000,000 ~~which~~shares ~~increased~~of ~~the~~Company’s ~~restricted~~common ~~cash~~stock for ~~balance~~nominal toexercise beprice ~~used~~of ~~for~~$0.00001 ~~payments~~per ~~for~~share. ~~professional~~The ~~services,~~warrant ~~replacing~~is ~~the~~exercisable ~~original~~at 1any time on or after December 15,~~000,000~~ ~~warrants~~2023 ~~with~~and anuntil ~~exercise~~the warrant ~~price~~is ofexercised $0in full.~~30 with~~ ~~2,000,000~~The warrants ~~with~~also aninclude ~~exercise~~various ~~price~~covenants of ~~$0.05~~the ~~(see~~Company ~~Note~~for ~~6),~~the ~~and~~benefit ~~extending~~of the ~~maturity~~warrant ~~date~~holder ofand ~~the~~includes a ~~note~~beneficial toownership ~~May~~limitation 24on the holder that, ~~2023.~~in ~~The Company~~certain ~~determined~~circumstances, ~~the~~may ~~extension~~serve ofto ~~cash~~restrict ~~and~~the ~~modification~~holder’s right to ~~other~~exercise the ~~terms~~warrants. ~~met~~As ~~the~~a ~~conditions~~result of athe ~~debt~~Company’s ~~extinguishment;~~equity ~~therefore~~environment being tainted the ~~Company~~warrants qualified for derivative accounting and were assigned a value of $248,952 which was recorded as a ~~loss~~derivative onliability. ~~extinguishment~~The ofnote ~~debt~~was ~~for~~discounted ~~the~~to ~~total~~a ~~amount~~principal balance of $360 and a debt discount of $195,~~313~~000 ~~included~~was inrecorded ~~other~~at ~~income~~inception. ~~(expenses)~~The ~~within~~difference between the ~~accompanying statement~~fair value of ~~operation~~the warrants and the net proceeds received was recognized as interest expense.

~~F-20~~In May 2024, in conjunction with the issuance of a promissory note of $63,000, the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for nominal exercise price of $0.00001 per share. The warrant is exercisable at any time on or after May 28, 2024 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $348,500 which was recorded as a derivative liability. The note was discounted to a principal balance of $0 and a debt discount of $63,000 was recorded at inception. The difference between the fair value of the warrants and the net proceeds received was recognized as interest expense.

OnIn ~~September~~May 272024, ~~2023~~in conjunction with the issuance of a line of credit of $2,000,000, the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for ~~entered~~nominal ~~into~~exercise ~~second~~price ~~amendment~~of ~~with~~$0.00001 ~~AJB~~per byshare. ~~increasing~~The warrant is exercisable at any time on or after May 1, 2024 and until the ~~original~~warrant is ~~principal~~exercised in full. The warrants also include various covenants of the ~~note~~Company byfor the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $25180,000 which ~~increased~~was recorded as a derivative liability. The assigned value of the ~~restricted~~warrants ~~cash~~along ~~balance~~with $7,500 of loan fees and a 2% (or $40,000) required broker fee was initially recorded as deferred financing costs and will be recorded as a discount to the note pro rata to draws made on the Promissory Note. Discounts will be ~~used~~amortized ~~for~~over ~~payments~~the ~~for~~repayment ~~professional~~term ~~services~~of the draw.

During the year ended September 30, 2022, the Company recorded interest expense of $46,958, amortization of debt discount of $665,594, a gain on change in fair value of derivative liability of $393,641 for the guarantee and warrants and repaid $45,203 of interest. As of September 30, 2022, the derivative liability was $97,927 and the debt discount recorded on the note was $0, resulting in a note payable balance of $750,000. As of September 30, 2022, the Company owes unpaid interest of $1,755.F-19

~~During~~DriveItAway ~~the year ended September 30~~Holdings, 2023, the Company recorded interest expense of $97,849, increased debt discount by $63,500 (of which $65,259 was amortized and $7,241 was recorded as part of the loss on debt extinguishment), recorded a loss on change in fair value of derivative liability of $126,338, recorded an additional $29,072 for a loss on debt extinguishment, and repaid $31,042 of interestInc. ~~As of September 30, 2023, the derivative liability was $663, the debt discount recorded on the note was $0, the note payable principal was $860,000, and the Company owed accrued interest of $68,562.~~

~~Effective~~Notes ~~February~~to ~~14, 2023~~ the ~~Company~~ ~~went~~Consolidated ~~into~~Financial default on the AJB Note, however the lender waived all default provisions through January 24, 2024 therefore no default interest or penalties were incurred during the year ended September 30, 2023 and the AJB note was not convertible as of September 30, 2023.Statements

~~Secured~~September ~~Convertible~~30, ~~Notes~~2024

In June ~~2022~~2024, in conjunction with the ~~Company’s~~issuance of ~~board~~a line of ~~directors~~credit ~~approved~~of an$250,000, ~~offering~~the ofCompany upissued warrants to ~~10 Units~~purchase ~~at $50~~5,000 ~~per~~,000 ~~Unit~~shares inof aCompany’s ~~private~~common ~~offering.~~stock ~~Each~~for nominal ~~Unit~~exercise ~~consists~~price of a$0.00001 ~~Secured~~per ~~Convertible~~share. ~~Note~~The ~~with~~warrant anis ~~original~~exercisable ~~principal~~at ~~balance~~any oftime ~~$50,000 and~~on ~~one~~or ~~warrant~~after toJune ~~purchase~~14, ~~Common~~2024 ~~Stock~~and ~~for~~until ~~every~~the $2warrant is ~~invested~~exercised in ~~the offering~~full. The warrants ~~have~~also aninclude ~~exercise~~various ~~price~~covenants of ~~$0.30 per~~the ~~share~~Company ~~and~~for ~~expire five (5) years from~~ the ~~date~~benefit of ~~issuance.~~the ~~Each~~warrant ~~Secured~~holder ~~Convertible~~and ~~Note~~includes ~~bears interest at 15%~~a ~~per~~beneficial ~~annum,~~ownership ~~matures~~limitation ~~two~~on ~~years after~~ the ~~date~~holder ~~of issuance~~that, ~~and~~in iscertain ~~convertible~~circumstances, atmay ~~the~~serve ~~option~~to ofrestrict the holder’s ~~into~~right ~~common~~to ~~stock at $0.20~~exercise ~~per~~the ~~share~~warrants. ~~Pursuant~~As to a ~~security~~result ~~agreement~~of ~~between~~ the Company’s ~~and~~equity ~~investors~~environment inbeing tainted, the ~~Unit~~warrants ~~offering,~~qualified ~~and~~for ~~the~~derivative ~~subscription~~accounting ~~agreements~~and ~~executed~~were byassigned ~~the~~a ~~Company~~value ~~and~~of ~~the investors~~$337,500 ~~the~~which ~~Secured~~was ~~Convertible~~recorded ~~Notes~~as ~~are~~a ~~secured~~derivative byliability. ~~liens~~As onthe ~~four~~assigned ~~existing~~value ~~electric~~of ~~vehicles~~the ~~that were~~warrants ~~owned~~plus bya ~~the~~$25,000 ~~Company~~original issue atdiscount ~~the~~and ~~time~~$12,500 of loan fees exceeded the ~~commencement~~face value of the ~~offering~~note, ~~and~~the ~~eight~~face ~~additional~~value ~~electric~~of ~~vehicles~~the ~~that~~note ~~will~~was beinitially ~~purchased with~~recorded ~~the~~as ~~proceeds~~deferred financing ofcosts ~~the~~and ~~offering,~~will ~~assuming~~be ~~all~~recorded 10as ~~Units~~a ~~are~~discount ~~sold~~to in the ~~offering.~~note ~~The~~pro ~~Company~~rata ~~also~~to ~~granted~~draws ~~subscribers~~made inon the ~~Unit~~Promissory ~~offering piggyback~~Note. ~~registration~~Discounts ~~rights~~will ~~with~~be ~~respect~~amortized over tothe ~~any~~repayment ~~shares~~term of ~~common~~the ~~stock~~draw. ~~issuable~~The ~~upon~~difference ~~conversion~~between the fair value of the ~~Secured~~warrants ~~Convertible~~and ~~Notes~~the ~~or upon~~face ~~exercise~~value of the ~~warrants~~note ~~issued~~was inrecorded as ~~the~~interest ~~Unit offering~~expense.

~~During~~On ~~June~~July ~~2022~~12, 2024, the Company sold a ~~total~~warrant ofto ~~$250~~purchase 5,000 ~~worth of Units to U.S. Escrow Services Corporation and Kevin Leach~~,000 ~~two~~shares ~~accredited~~of ~~investors, which resulted in~~ the ~~issuance~~Company’s ~~of two~~common ~~secured~~stock ~~promissory~~at ~~notes with~~ an ~~aggregate~~exercise ~~principal~~price ~~amount~~ of $~~250,000 for~~0.00001 ~~cash~~to ~~proceeds of $230,000 (net of~~ an ~~original~~investor ~~issuance~~for ~~discount of~~ $2050,000~~), and~~. ~~the~~The ~~issuance~~warrant ofhas ~~125,000 warrants~~no ~~(see Note 6)~~expiration date. The ~~$20,000 was~~investor ~~recorded~~has ~~as a debt discount and~~ the ~~conversion~~ option ~~embedded~~of infunding the ~~notes was bifurcated and accounted for as a derivative liability resulting in the~~ Company ~~recording~~with atwo ~~debt~~additional ~~discount~~tranches ~~and derivative liability~~ of $50,~~491~~000. As aThe ~~result~~second oftranche ~~the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value~~ of $850,~~136 which~~000 ~~was~~is ~~recorded~~due within as60 adays ~~derivative liability (see Note 9) and debt discount. The total debt discount~~ of ~~$78,627 is~~the ~~being~~first ~~amortized~~funding todate ~~interest expense over the term~~ of ~~the~~July ~~Note~~12, 2024.

~~During~~On ~~November~~August ~~2022~~19, 2024, the Company ~~sold~~ areceived ~~total of $200,000 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted in~~ the ~~issuance of two secured promissory notes with an aggregate principal amount of $200,000~~funding for ~~cash proceeds of $180,000 (net of an original issuance discount of $20,000), and~~ the ~~issuance~~second oftranche ~~100,000 warrants (see Note 6). The $20,000 was recorded as a debt discount~~ and ~~the~~issued ~~conversion~~to ~~option embedded in~~ the ~~notes~~investor ~~was bifurcated and accounted for as~~ a ~~derivative liability~~cash ~~resulting~~warrant into ~~the~~purchase ~~Company~~up ~~recording~~to ~~a debt discount and derivative liability of $19~~666,~~330. As~~666 ashares ~~result~~ of ~~the~~Common ~~Company’s~~Stock ~~equity~~at ~~environment~~an ~~being~~exercise ~~tainted the warrants qualified for derivative accounting and were assigned~~price ~~a value~~ of $~~7,254 which~~0.08 ~~was~~per ~~recorded as a derivative liability (see Note 9) and debt discount)~~share. The ~~total~~warrant ~~debt~~has ~~discount~~no ofexpiration ~~$43,124 is being amortized to interest expense over the term of the Note~~date.

~~During~~At any time 90 days after the ~~year~~second ~~ended~~tranche ~~September~~funding ~~30,~~date ~~2022,~~ the ~~Company~~investor ~~recorded~~may ~~interest~~invest ~~expense~~an ofadditional $1150,~~583~~ 000 and ~~amortization~~the ofCompany ~~debt~~will ~~discount~~issue ofto ~~$11~~the investor a pre-funded warrant to purchase up to 2,~~967.~~500,000 Asshares of ~~September~~Common ~~30,~~Stock ~~2022,~~in the ~~debt~~and ~~discount~~a ~~recorded~~cash onwarrant ~~the~~to ~~note~~purchase ~~was~~up ~~$66~~to 333,~~660, resulting~~333 inshares aof ~~note~~Common ~~payable~~Stock ~~balance~~at an exercise price of $~~183,340~~0. As08 ofper ~~September~~share. The ~~30,~~warrant ~~2022,~~does ~~the~~not ~~Company~~have ~~owed~~an ~~accrued~~expiration ~~interest of $11,583~~date.

FAll derivative liabilities recognized for the warrants issued were valued using the Black-21Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note 9).

~~During~~A ~~the~~summary ~~year~~of ~~ended~~warrant ~~September~~activity ~~30,~~during ~~2023,~~ the ~~Company~~years ~~recorded~~ended ~~interest expense of $64,605, paid interest of $13,125, and recorded amortization of debt discount of $58,158. As of~~ September 30, ~~2023,~~2024 ~~the debt discount recorded on the notes was $51,626~~ and ~~the principal balance was $450,000, resulting in a net note payable balance of $398,374. As of September 30,~~ 2023, ~~the~~is ~~Company~~as ~~owed accrued interest of $63,063.~~follows:

The following represents the future aggregate maturities of the Company’s Secured Convertible Notes as of September 30, 2023 for each of the five (5) succeeding years and thereafter as follows:


	Warrants			Weighted-Average		Weighted-Average
	Outstanding			Exercise Price		Life (years)
Balance as of September 30, 2022		1,125,000		$	0.30		4.44
Issuance		2,225,000		$	0.06
Exercised		—		$	—
Expired/Cancelled		(1,000,000	)	$	0.30
Balance as of September 30, 2023		2,350,000		$	0.07		3.51
Issuance		25,666,666		$	0.00001		*
Exercised		—		$	—
Expired/Cancelled		—		$	—
Balance as of September 30, 2024		28,016,666		$	0.01		*

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2024	$	250,000
2025		200,000
Total	$	450,000

* 25,666,666 warrants issued during the year ending September 30, 2024 do not have an expiration date.

~~Note~~The intrinsic value of the warrants as of September 30, 2024 and 2023 is 9$200 –and ~~Derivative~~$0. ~~Liabilities~~All of the outstanding warrants are exercisable as of September 30, 2024.

As discussed in Note 8, certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore the Company’s equity environment is tainted.F-20

~~ASC~~DriveItAway ~~815~~Holdings, requires we record the fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change in the fair market value as other income or expense itemInc.

~~The~~Notes ~~Company determined our derivative liabilities~~ to ~~be a Level 3 fair value measurement and used~~ the ~~Black-Scholes~~Consolidated ~~pricing~~Financial model to calculate the fair values at inception and as of September 30, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the year ended September 30, 2023:Statements

Schedule of defined benefit plan, assumptions
Expected term			0.68 - 5.01 years
Expected average volatility			111% - 372%
Expected dividend yield
Risk-free interest rate			3.93% - 5.03%

September 30, 2024

~~At September~~Note ~~30,~~6 ~~2023,~~– ~~the~~Notes ~~estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):~~Payable

Schedule of estimated fair value of liabilities
Commitment fee guarantee issued February 24, 2022	$	294
Warrants issued February 24, 2022		369
Embedded conversion feature in Note issued June 3, 2022		44
Warrants issued June 3, 2022		19
Embedded conversion feature in Note issued June 16, 2022		126
Warrants issued June 16, 2022		18
Embedded conversion feature in Note issued November 15, 2022		110
Warrants issued November 15, 2022		24
Warrants issued on February 10, 2023		274
Warrants issued on March 1, 2023		39
Derivative liability balance - September 30, 2023	$	1,317

SBA Loan

~~The~~On June 3, 2020, the ~~following~~Company ~~table~~entered ~~summarizes~~into a SBA Loan for $78,500 at a rate of 3.75%. On August 12, 2021 the ~~changes~~loan inincreased to $114,700 and the ~~derivative~~Company ~~liabilities~~obtained ~~during~~$36,200 on October 8, 2021. The SBA Loan requires payments starting 30 months from the ~~year~~initial funding date and matures on June 7, 2050. During the years ended September 30, 2024 and 2023:, the Company recorded interest expense of $5,094 and $4,243, respectively, on the SBA Loan and as of September 30, 2024 and 2023, the accrued interest on the SBA Loan was $5,989 and $6,722, respectively. As of September 30, 2024 and 2023, the outstanding principal of SBA Loan was $116,838.

~~F-22~~The following represents the future aggregate maturities of the Company’s SBA Loan as of September 30, 2024 for each of the five (5) succeeding years and thereafter as follows:

Schedule of derivative liabilities
Schedule of future aggregate maturities
Derivative balance - September 30, 2021	$	—
Fiscal year ending September 30,		Amount
Addition of new derivatives recognized as debt discounts		550,197
2025		$	2,452
Gain on change in fair value of the derivative		(435,188	)
2026			2,431
Derivative liability balance - September 30, 2022		115,009
2027			2,431
Addition of new derivatives recognized as debt discounts		26,959
2028			2,431
Loss on debt extinguishment		29,072
2029			2,431
Gain on change in fair value of the derivative		(169,723	)
Thereafter			104,662
Derivative liability balance - September 30, 2023	$	1,317
Total		$	116,838

~~Note 10~~Promissory –Notes ~~Income~~Payable, ~~Taxes~~in Default

~~The Company~~During ~~provides~~June ~~for~~2022, ~~income~~the ~~taxes~~Company ~~under~~sold ~~ASC~~a ~~740~~total of $250,000 worth ~~“Income~~of ~~Taxes~~Units to U.”S. ~~Under~~Escrow ~~the~~Services ~~asset~~Corporation and ~~liability~~Kevin ~~method~~Leach, oftwo ~~ASC~~accredited ~~740~~investors, ~~deferred~~which resulted in the issuance of two secured ~~tax~~promissory ~~assets~~notes ~~and~~with ~~liabilities~~an ~~are~~aggregate ~~recorded~~principal ~~based~~amount onof ~~the~~$250,000 ~~differences~~for ~~between~~cash ~~the~~proceeds ~~financial~~of ~~statement~~$230,000 (net of an original issuance discount of $20,000), and ~~tax~~the ~~basis~~issuance of ~~assets~~125,000 warrants (see Note 6). The $20,000 was recorded as a debt discount and ~~liabilities~~the conversion option embedded ~~and~~in the ~~tax~~notes ~~rates~~was bifurcated and accounted for as a derivative liability resulting in ~~effect~~the ~~when~~Company ~~these~~recording ~~differences~~a ~~are~~debt ~~expected~~discount toand ~~reverse~~derivative liability of $50,491. AAs ~~valuation~~a ~~allowance~~result isof ~~provided~~the Company’s equity environment being tainted the warrants qualified for ~~certain~~derivative ~~deferred~~accounting ~~tax~~and ~~assets~~were ifassigned ita value of $8,136 which was recorded as a derivative liability (see Note 9) and debt discount. The total debt discount of $78,627 is ~~more~~being ~~likely~~amortized ~~than~~to ~~not~~interest ~~that~~expense over the ~~Company~~term ~~will~~of ~~not~~the ~~realize~~Note. ~~tax~~The ~~assets~~debt ~~through~~discount ~~future~~was ~~operations~~$0 on September 30, 2024. These notes matured in June 2024 and are still outstanding.

~~The~~On ~~components~~March of1, 2023, the Company’s ~~deferred~~entered ~~tax~~into ~~asset~~a ~~and~~promissory ~~reconciliation~~note agreement with an investor for amount of ~~income~~$12,500 ~~taxes~~with ~~computed~~interest bearing at ~~the~~15% ~~statutory~~per ~~rate~~annum, maturity date of ~~31%~~ 120 days from issuance and issuance of 25,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). As a result toof the ~~income~~Company’s ~~tax~~equity ~~amount~~environment being tainted the warrants qualified for derivative accounting and were assigned a value of $767 which was recorded as a derivative liability and debt discount (see Note 6). During the years ended September 30,2024, the Company recorded interest expense of $2,500 and $1,109 and amortization of debt discount of $0 and $767, respectively. As of September 30, ~~2023~~2024, the debt discount recorded on the note was $0, resulting in a note payable balance of $12,500 and ~~2022~~accrued ~~are~~interest asof ~~follows:~~$3,609. As of September 30, 2023, the Company had defaulted on the promissory note payable.

Schedule of Components of Deferred Taxes
	Years Ended
	September 30,
	2023			2022
Deferred tax assets:
Net operating loss carryover	$	773,800		$	570,300
Accruals		17,800			1,200
Development		14,700			—
Depreciation & amortization		(12,200	)		(7,200	)
Valuation allowance		(794,100	)		(564,300	)
Net deferred tax asset	$	—		$	—

During the year ended September 30, 2024, the Company reclassified a promissory note entered on March 1, 2023 with a value of $7,500, with interest bearing 15% per annum, maturity date 120 days from issuance (June 30, 2023) and issuance of 15,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year), from Promissory notes payable – related party to Promissory notes payable due the note holder, a former director, no longer being considered a related party. As a result of the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $460 which was recorded as a derivative liability and debt discount (see Note 8). During the year ended September 30, 2024 and 2023, the Company recorded interest expense of $1,500 and $1,791, respectively. As of September 30, 2024 and 2023, the accrued interest on the promissory note was $2,166 and $666, respectively. As of September 30, 2024 and 2023, the total outstanding principal of the promissory note payable was $7,500. As of September 30, 2024, the Company had defaulted on the promissory note payable.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended September 30, 2023 and 2022, due to the following:F-21

Schedule of effective income tax rate reconciliation
	Years Ended
	September 30,
	2023					2022
Expected Federal Tax	$	(195,300	)	21.0	%	$	(309,800	)	21.0	%
State income taxes (net of federal benefit)		(73,500	)	7.9	%		(227,500	)	15.4	%
Permanent adjustments		800		(0.1	)%		106,700		(7.2	)%
State tax rate change		38,200		(4.1	)%		—		0.0	%
Other		—		0.0	%		14,900		(1.0	)%
Change in valuation allowance		229,800		(24.7	)%		415,700		(28.2	)%
Total income tax provision	$	—				$	—

DriveItAway Holdings, Inc.

~~The~~Notes ~~net operating losses (“NOLs”) carry forwards are subject~~ to ~~certain limitations due to~~ the ~~change~~Consolidated inFinancial control of the Company pursuant to Internal Revenue Code Section 382. The Company experienced a change in control for tax purposes in February 24, 2022. Due to change of control, the Company estimates not being able to carryover approximately $1,700,000 of NOL generated before February 24, 2022 to offset future income.Statements

~~As of~~ September 30, 2023, the Company had approximately $2,677,000 of net operating loss carryforwards that may be offset against future taxable income. No tax benefit has been reported in the September 30, 2023 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Tax returns for the years ended 2020 and forward are subject to review by the tax authorities.2024

~~F-23~~Credit Agreement

~~Note~~On March 1, 2024, DIA Leasing, 11LLC. –(the ~~Subsequent~~“Borrower”), ~~Events~~a direct wholly owned subsidiary of DriveitAway Holdings, Inc. (“DIA”), closed a $2,000,000 line of credit facility (the “Credit Facility”) with an investor (the “Lender”). In connection with the Credit Facility, a credit agreement, promissory note, security agreement and several related ancillary agreements were entered into by the parties.

~~Management~~Pursuant ~~has~~to ~~evaluated~~the ~~subsequent~~Credit Agreement ~~events~~dated ~~through~~May 1, 2024 (the ~~date~~“Credit ~~these~~Agreement”), ~~financial~~among ~~statements~~the ~~were~~Borrower ~~available~~and the Lender, the Lender agreed to bemake ~~issued~~advances of principal (the “draws”) to the Borrower and to issue letters of credit on behalf of the Borrower. ~~Please~~The ~~note~~Lender committed to provide up to $250,000 for each draw and up to $2,000,000 of letters of credit. The Borrower must use the ~~following~~letters ~~matters~~of ~~deemed~~credit and the proceeds of the draws only for the purchase of motor vehicles to be ~~subsequent~~used in the course of the Borrower’s business. As of the date hereof, there ~~events~~are no Loans or letters of credit outstanding under the Credit Agreement. The Borrower will pay a commitment fee to the Lender’s broker equal to 2.0% of the available commitments. DIA is a guarantor on the draws.

OnPromissory November 28, 2023, the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $22,222 in which the Company received $20,000 in cash (after giving effect to a 10% original issue discount) for payment to vendors.Note

~~Effective~~Pursuant ~~December~~to ~~15, 2023,~~ the ~~Company~~ ~~entered~~Promissory ~~into a Securities Purchase Agreement~~ Note (the “~~SPA~~Note”) ~~with~~dated ~~AJB~~May ~~Capital Investments~~1, ~~LLC (“AJB”)~~2024, ~~and issued~~Borrower apromises ~~Promissory~~to ~~Note~~pay inLender the principal ~~amount~~sum of Two Million Dollars and 00/100 ($~~195~~2,000,000.00), ~~(the~~or ~~“AJB~~so ~~Note”)~~much tothereof ~~AJB~~as inmay abe ~~private~~disbursed ~~transaction~~to, or for athe ~~purchase~~benefit ~~price~~ of ~~$165~~the Borrower,~~750 (after~~ ~~giving~~for ~~effect~~the tosole apurpose ~~15%~~of ~~original~~purchasing ~~issue~~new ~~discount)~~motor vehicles for use in Borrower’s business. InDisbursements ~~connection~~shall ~~with~~be at the ~~sale~~sole discretion of the ~~AJB~~Lender. ~~Note,~~The ~~the~~unpaid ~~Company~~principal ~~also~~of ~~paid~~this ~~certain fees~~line ~~and~~of ~~due~~credit shall ~~diligence~~bear ~~costs~~simple ofinterest ~~AJB~~at ~~and~~the ~~brokerage~~rate ~~fees.~~of ~~After~~fifteen ~~payment~~percent of(15%) ~~the~~per ~~fees~~annum. ~~and~~Interest ~~costs,~~shall ~~the~~be ~~net~~calculated ~~proceeds~~based toon the ~~Company~~principal ~~were $150,750,~~balance ~~which~~as ~~will~~may be ~~used~~adjusted ~~for~~from ~~working~~time ~~capital~~to ~~and~~time ~~other~~to ~~general~~reflect ~~corporate~~additional ~~purposes~~advances.

Each advance of principal shall be called a “Draw”. Each Draw shall be in an amount no greater than Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00). The ~~maturity~~eight ~~date~~Draws ofmay be taken at any time over the ~~AJB~~180 days following execution of the Note. Each Draw will be paid over a period of eighteen ~~is June 15,~~(18) ~~2024~~months from the date that the funds for each Draw are disbursed to Borrower. ~~The~~During ~~AJB~~the ~~Note~~first ~~bears~~three ~~interest~~(3) ~~at 10%~~months after disbursement, ~~per~~Borrower ~~year~~shall make payments of interest only on the funds disbursed. From month four (4) through month seventeen (17), ~~and~~Borrower shall make payments of principal and ~~accrued~~ interest isbased ~~due~~ on ~~the~~an ~~maturity~~amortization ~~date~~of forty-eight (48) months. ~~The~~On ~~Company~~month ~~may~~eighteen ~~prepay~~(18) ~~the~~all ~~AJB~~outstanding ~~Note~~principal and atunpaid ~~any~~interest ~~time~~shall ~~without~~be ~~penalty~~paid in full. All payments are due on first day of the month following disbursement.

The ~~note~~Borrower isshall ~~convertible~~be ~~into Common Stock of the Company at any time that the note is~~ in default~~, provided that at no time may the note be convertible into an amount~~ of ~~common~~this ~~stock~~Note ~~that~~on ~~would result in~~ the ~~holder~~occurrence ~~having beneficial ownership~~ of ~~more~~any ~~than 4.99%~~ of the ~~outstanding~~following ~~shares~~events: ~~of common stock, as determined in accordance with Section 13~~(di) ~~under~~ the ~~Securities~~Borrower ~~Exchange~~shall ~~Act~~fail ofto ~~1934~~meet ~~(the~~its ~~“Exchange~~obligation ~~Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior~~ to ~~the~~make ~~date of conversion or~~ the ~~20 trading days prior~~required toprincipal ~~the~~or ~~date~~interest ofpayments ~~issuance~~hereunder ofor ~~the~~any ~~note~~term ~~(which~~contained ~~was $0.14 per share). The conversion is subject to reduction~~ in the ~~following~~Loan ~~situations:~~ Documents. (iii) ~~a 15% discount will apply anytime a conversion occurs when~~ the ~~company~~Borrower isshall ~~not~~be ~~eligible~~dissolved toor ~~deliver the shares by DWAC~~liquidated; (iiiii) athe ~~15% discount~~Borrower ~~will~~shall ~~apply~~make ~~whenever~~an ~~the~~assignment ~~shares are “chilled”~~ for ~~deposit into~~ the ~~DTC~~benefit ~~system;~~of ~~(iii)~~creditors aor ~~15%~~shall ~~discount~~be ~~will~~unable ~~apply~~to, ~~if the~~or ~~Company’s~~shall ~~common~~admit ~~stock~~in ~~ceases~~writing their inability to bepay ~~registered~~their ~~under~~debts ~~Section~~as 12they ofbecome ~~the Exchange Act~~due; (iv) ~~a 15% discount will apply if~~ the ~~note~~ ~~cannot~~Borrower beshall ~~converted~~commence ~~into~~any ~~free~~case, ~~trading~~proceeding, ~~shares~~or ~~181~~other ~~days~~action ~~after~~under ~~its issue date; (v) in the event~~ any ~~other~~existing ~~party~~or ~~has the right to convert~~future ~~debt~~law ~~into~~of ~~Common~~any ~~Stock~~jurisdiction atrelating ~~a greater discount~~ to ~~market~~bankruptcy, ~~than under the note~~insolvency, ~~then~~reorganization ~~the~~or ~~holder~~relief ~~has~~of ~~the~~debtors, ~~right~~or toany ~~utilize~~ such ~~discount~~action inshall be commenced ~~determining~~against the ~~conversion price~~undersigned; or (viv) if the ~~Company~~Borrower ~~issues~~shall ~~any~~suffer ~~shares~~a ofreceiver ~~Common~~to ~~Stock~~be appointed for ~~less~~it ~~than~~or ~~the~~for ~~conversion~~any ~~price~~of inits ~~effect on~~property ~~the~~or ~~date~~shall ofsuffer ~~issuance~~a garnishment, ~~including any options~~attachment, ~~warrants~~levy or ~~securities~~execution. ~~convertible~~Upon ~~into~~default ~~Common~~of ~~Stock~~this ~~at price less than the conversion price~~Note, ~~then~~Lender ~~the~~may ~~conversion~~declare ~~price shall be automatically reduced to~~ the entire amount ofdue ~~consideration~~and ~~received~~owing byhereunder ~~the company for such shares,~~to ~~except~~be ~~for~~immediately ~~any~~due ~~issuance~~and ~~that is an exempt issuance~~payable.

InAs ~~December~~of ~~2023~~September 30, ~~in conjunction~~2024, ~~with~~ the ~~issuance~~Company ofhas adrawn ~~promissory note of~~ $~~195~~526,~~000,~~978 on the ~~Company~~Promissory ~~issued~~Note ~~warrants~~and ~~to purchase 5~~$47,~~000,000~~500 in ~~shares~~broker ofand ~~Company’s~~legal ~~common stock for nominal exercise price of $0~~fees.~~00001~~ ~~per share.~~ The ~~warrant~~Company isrecorded ~~exercised~~deferred atoffering ~~any~~costs ~~time on~~of ~~or after December 15~~$199,999 ~~2023~~related ~~and~~to ~~until~~ the warrant isissued ~~exercised~~ in ~~full.~~conjunction ~~The warrants also include various covenants of the Company~~with ~~for~~ the ~~benefit~~Promissory ofNote. ~~the warrant holder and includes a beneficial ownership limitation on~~ The ~~holder~~Company ~~that,~~amortized ~~in certain circumstances~~$55,328 ~~may~~of ~~serve~~deferred tooffering ~~restrict~~costs during the ~~holder’s~~year ~~right~~ended toSeptember ~~exercise~~30, ~~the warrants~~2024. AsThe aamount ~~result~~ of ~~the~~interest ~~Company’s~~accrued ~~equity~~and ~~environment~~paid ~~being~~on ~~tainted~~ the ~~warrants~~Promissory ~~qualified~~note ~~for derivative accounting and were assigned a value of~~ was $~~248~~12,~~952~~75217,253 ~~which was recorded~~ as ~~a derivative liability.~~ ~~The note was discounted to a principal balance~~ of $0September ~~and a debt discount of $195~~30,~~000~~ ~~was recorded at inception~~2024. The ~~difference~~promissory ~~between the~~notes ~~fair~~payable ~~value~~balance ~~of the warrants and the net proceeds received~~ was ~~recognized~~$540,129 as of ~~interest~~September ~~expense~~30, 2024.

Effective February 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $140,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $112,000 (after giving effect to a 20% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees. After payment of the fees and costs, the net proceeds to the Company were $102,000, which will be used for working capital and other general corporate purposes.F-22

~~The~~DriveItAway ~~maturity date of the AJB Note is November 23~~Holdings, ~~2024~~Inc. ~~The AJB Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.~~

~~Also~~Notes ~~pursuant~~ to the ~~SPA,~~Consolidated ~~the~~Financial Company was to pay AJB a commitment fee of $50,000, payable in the form of 5,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception.Statements

~~F-24~~September 30, 2024

Security Agreement

Pursuant to a Security Agreement dated May 1, 2024, all vehicles purchased shall be titled in the name of Borrower, and Borrower consents to a lien in favor of Lender on the title to each vehicle purchased. Lender shall only be required to release the lien on each vehicle once Lender has received payment in full of all principal, interest, and any other sums due on the Draw through which the vehicle was purchased. The net book value of the vehicles that serve as collateral on this obligation is $620,185. The gross value of the pledged vehicles is less than the gross borrowings on the Promissory Note.

Warrant

As further consideration for the credit facility, DIA issued Lender a prefunded warrant (the “Warrant”) for the purchase of up to 5,000,000 shares of DIA’s common stock. The fair market value of the Warrant was $180,000 the date of grant, which was recorded as a derivative liability. The assigned value of the warrants along with $7,500 of loan fees and a 2% (or $40,000) required broker fee was initially recorded as deferred financing costs and will be recorded as a discount to the note pro rata to draws made on the Promissory Note.

Promissory Notes Payable

On May 1, 2023 the Company executed a note payable with a face amount of $35,982. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $35,982 (including fixed fees of $3,682 or approximately 10% of the note amount). The Company received net proceeds of $32,300 and the $3,685 of fixed fees were recorded as debt discount. As of September 30, 2023, the Company had amortized the full $3,682 of debt discount, had made repayments of $27,752, and rolled $8,230 of the note’s principal still due into a second note (see below), therefore the loan was considered paid in full.

On August 15, 2023 the Company executed a second note payable with the same lender from the May 1, 2023 note, with a face amount of $64,206. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $64,206 (including fixed fees of $6,206 or approximately 10% of the note amount). The Company received net proceeds of $49,770 after paying off the May 1, 2023 note and rolling $8,230 of its balance into the August 15, 2023 note and recording the $6,206 of fixed fees as a debt discount. As of September 30, 2024, the Company had amortized the full $6,206 of the debt discount and made repayments of $57,820 and rolled $6,386 of the note’s principal still due into a third note (see below), therefore the loan was considered paid in full.

On February 22, 2024, the Company executed a third note payable with the same lender with a face amount of $57,474. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $57,474 (including fixed fees of $5,974 or approximately 10% of the note amount). The Company received net proceeds of $44,644 after paying off the August 15, 2023 note and rolling $6,856 of its balance into the February 22, 2024 note and recording the $5,974 of fixed fees as a debt discount. As of September 30, 2024, the Company had amortized the full $5,974 of the debt discount and made repayments of $38,211 and rolled $19,263 of the note’s principal still due into a fourth note (see below), therefore the loan was considered paid in full.

On July 3, 2024, the Company executed a fourth note payable with a lender with a face amount of $88,800. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $88,800 (including fixed fees of $8,800 or approximately 10% of the note amount). The Company received net proceeds of $60,737 after paying off the February 22, 2024 note and rolling $19,263 of its balance into the July 3, 2024 note and recording the $8,800 of fixed fees as a debt discount. As of September 30, 2024, the Company had amortized $2,939 of the debt discount and made repayments of $49,496, resulting in a debt discount balance of $5,861 and a loan balance of $39,304, for a net note balance of $38,159 at September 30, 2024.

F-23

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The following represents the future aggregate maturities as of September 30, 2024 of the Company’s Promissory Notes Payable:

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2025	$	38,159
2026		—
Total	$	38,159

Note 7 – Convertible Notes Payable

AJB Capital Investments, LLC Note

F-24

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The maturity date of the AJB Note was extended to February 25, 2025. The AJB Note bears interest at 10% per annum for the original note’s period and 12% per annum for extension period which was started from August 24, 2022, and it is payable on the first of each month beginning April 1, 2022. The Company may prepay the AJB Note at any time without penalty.

The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $800,000, payable in the form of 4,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception. If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the Commitment Fee Shares for $800,000, then the Company may be required to issue additional shares or pay cash in the amount of the shortfall. However, if the Company pays the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000 of the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced to $400,000. On issuance of the note, the Company determined that the guarantee on the commitment fee was a make-whole provision and an embedded derivative within the host instrument. The guarantee was bifurcated from the host instrument and recorded as a derivative liability valued at $384,287 using a Black-Scholes option pricing model (see Note 9).

Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 shares of the Company’s common stock for $0.30 per share, which was assigned a value of $107,283 that was recorded as derivative liability (see Notes 6 and 9). The warrants expire on February 24, 2027. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

After recording the derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 common shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned a value of $65,274 (see Note 6). The allocation of the financing costs of $108,750, the derivative for the guarantee of $384,287, the derivative for the warrant of $107,283, and issuance of the 4,000,000 Commitment Fee shares of $65,274, to the debt component resulted in a $665,594 debt discount that is being amortized to interest expense over the term of the AJB Note.

On October 31, 2022, the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares, recognizing the value of the shares and a debt discount of $60,000 (see Note 6).

On February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $85,000, which increased the restricted cash balance to be used for payments for professional services, replacing the original 1,000,000 warrants with an exercise price of $0.30 with 2,000,000 warrants with an exercise price of $0.05 (see Note 6), and extending the maturity date of the note to May 24, 2023. The Company determined the extension of cash and modification to other terms met the conditions of a debt extinguishment; therefore the Company recorded a loss on extinguishment of debt for the total amount of $36,313 included in other income (expenses) within the accompanying statement of operation.

On September 27, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $25,000 which increased the restricted cash balance to be used for payments for professional services.

F-25

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

On November 28, 2023, the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $22,222 in which the Company received $20,000 in cash (after giving effect to a 10% original issue discount) for payment to vendors.

Effective December 15, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $195,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $165,750 (after giving effect to a 15% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees. After payment of the fees and costs, the net proceeds to the Company were $150,750, which will be used for working capital and other general corporate purposes.

The maturity date of the AJB Note is February 25, 2025 Company may prepay the AJB Note at any time without penalty.

The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

In December 2023, in conjunction with the issuance of a promissory note of $195,000, the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for nominal exercise price of $0.00001 per share. The warrant is exercised at any time on or after December 15, 2023 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on The holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $248,952 which was recorded as a derivative liability. The note was discounted to a principal balance of $0 and a debt discount of $195,000 was recorded at inception. The difference between the fair value of the warrants and the net proceeds received was recognized as interest expense.

Effective February 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $140,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $112,000 (after giving effect to a 20% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees. After payment of the fees and costs, the net proceeds to the Company were $102,000, which was used for working capital and other general corporate purposes.

The maturity date of the AJB Note is February 25, 2025. The AJB Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $50,000, payable in the form of 5,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception.

On May 28, 2024, the Company entered into another SPA with AJB, and issued a promissory note in the amount of $63,000 (the “May 2024 AJB Note”) to AJB in a private transaction for a purchase price of $56,700 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $6,700. After payment of the fees and costs, the net proceeds to the Company were $50,000, which will be used for working capital and other general corporate purposes.

F-26

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Also pursuant to the SPA, the Company paid to AJB a commitment fee in the form of 1,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception. The Company also issued to AJB common stock purchase warrants (the “May 2024 warrants”) to purchase 5,000,000 shares of the Company’s common stock for a nominal exercise price of $0.00001 per share. The May 2024 warrants may be exercised at any time on or after May 28, 2024 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $348,499 which was recorded as a derivative liability. The note was discounted to a principal balance of $0 and a debt discount of $63,000 was recorded at inception. The difference between the fair value of the warrants and the net proceeds received was recognized as interest expense.

On June 14, 2024, the Company entered into another SPA with AJB, and issued a promissory note with a face amount of $250,000 (the “June 2024 AJB Note”) to AJB in a private transaction for a purchase price of $225,000 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $12,500. The Company may draw on the June 2024 AJB Note as automobiles for the rental fleet are purchased, up to a maximum amount of $212,500. As a result, the Company accounted for this note as a line of credit.

The maturity date of the AJB Note is February 25, 2025. The AJB Note bears interest at 15% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.

The note is convertible into Common Stock of the Company at any time that the note is in default provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 9.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price shall equal $0.01 per share, subject to adjustments. The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

Also pursuant to the SPA, the Company paid to AJB a commitment fee in the form of a warrant to purchase 5,000,000 unregistered shares of the Company’s common stock for nominal exercise price of $0.00001 per share. The warrant is exercisable at any time on or after June 14, 2024 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $337,499 which was recorded as a derivative liability. As the assigned value of the warrants plus a $25,000 original issue discount and $12,500 of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred financing costs and will be recorded as a discount to the note pro rata to draws made on the Promissory Note. Discounts will be amortized over the repayment term of the draw. The difference between the fair value of the warrants and the face value of the note was recorded as interest expense.

F-27

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

During the year ended September 30, 2023, the Company recorded interest expense of $97,849, increased debt discount by $63,500 (of which $65,259 was amortized and $7,241 was recorded as part of the loss on debt extinguishment), recorded a loss on change in fair value of derivative liability of $126,338, recorded an additional $29,072 for a loss on debt extinguishment, and repaid $31,042 of interest. As of September 30, 2023, the derivative liability was $663, the debt discount recorded on the note was $0, the note payable principal was $860,000, and the Company owed accrued interest of $68,562.

During the year ended September 30, 2024, the Company recorded interest expense of $105,443 and recorded a loss on change in fair value of derivative liability of $293,574. As of September 30, 2024, the derivative liability was $245,442, the debt discount recorded on the note was $0, the note payable principal was $860,000, and the Company owed accrued interest of $174,005.

Effective February 14, 2023 the Company went into default on the AJB Note, however the lender waived all default provisions through February 25, 2025 therefore no default interest or penalties were incurred during the year ended September 30, 2024 and 2023 and the AJB note was not convertible as of September 30, 2024 and 2023.

Secured Convertible Notes

In June 2022, the Company’s board of directors approved an offering of up to 10 Units at $50,000 per Unit in a private offering. Each Unit consists of a Secured Convertible Note with an original principal balance of $50,000 and one warrant to purchase Common Stock for every $2 invested in the offering. The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance. Each Secured Convertible Note bears interest at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $0.20 per share. Pursuant to a security agreement between the Company and investors in the Unit offering, and the subscription agreements executed by the Company and the investors, the Secured Convertible Notes are secured by liens on four existing electric vehicles that were owned by the Company at the time of the commencement of the offering, and eight additional electric vehicles that will be purchased with the proceeds of the offering, assuming all 10 Units are sold in the offering. The Company also granted subscribers in the Unit offering piggyback registration rights with respect to any shares of common stock issuable upon conversion of the Secured Convertible Notes or upon exercise of the warrants issued in the Unit offering.

During November 2022, the Company sold a total of $200,000 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $200,000 for cash proceeds of $180,000 (net of an original issuance discount of $20,000), and the issuance of 100,000 warrants (see Note 6). The $20,000 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative liability of $19,330. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $7,254 which was recorded as a derivative liability (see Note 9) and debt discount). The total debt discount of $43,124 is being amortized to interest expense over the term of the Note.

F-28

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

During the year ended September 30, 2023, the Company recorded interest expense of $64,605, paid interest of $13,125, and recorded amortization of debt discount of $58,158. As of September 30, 2023, the debt discount recorded on the notes was $51,626 and the principal balance was $450,000, resulting in a net note payable balance of $398,374. As of September 30, 2023, the Company owed accrued interest of $63,063.

During the year ended September 30, 2024, the Company recorded interest expense of $30,000, paid interest of $0, and recorded amortization of debt discount of $21,640. As of September 30, 2024, the debt discount recorded on the notes was $2,640 and the principal balance was $200,000, resulting in a net note payable balance of $197,360. As of September 30, 2024, the Company owed accrued interest of $56,584.

The following represents the future aggregate maturities of the Company’s Secured Convertible Notes as of September 30, 2024 for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2025	$	200,000
Total	$	200,000

Note 8 – Derivative Liabilities

As discussed in Note 7, certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore the Company’s equity environment is tainted.

ASC 815 requires we record the fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair values at inception and as of September 30, 2024 and 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the year ended September 30, 2024:


Expected term			0.68 - 5.00 years
Expected average volatility			111% - 499%
Expected dividend yield
Risk-free interest rate			3.93% - 4.93%

At September 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):

F-29

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024


Commitment fee guarantee issued February 24, 2022	$	213,033
Warrants issued February 24, 2022		48,799
Embedded conversion feature in Note issued June 3, 2022		2,444
Warrants issued June 3, 2022		24,400
Embedded conversion feature in Note issued June 16, 2022		3,666
Warrants issued June 16, 2022		36,500
Embedded conversion feature in Note issued November 15, 2022		4,890
Warrants issued November 15, 2022		20,596
Warrants issued on February 10, 2023		48,799
Warrants issued on March 1, 2023		6,837
Warrants issued on December 15, 2023		243,950
Warrants issued on May 1, 2024		244,000
Warrants issued on May 28, 2024		244,000
Warrants issued on June 16, 2024		244,000

Derivative liability balance - September 30, 2024	$	1,386,014

The following table summarizes the changes in the derivative liabilities during the years ended September 30, 2024 and 2023:

Schedule of derivative liabilities
Derivative liability balance - September 30, 2022	$	115,009
Addition of new derivatives recognized as debt discounts		26,959
Loss on debt extinguishment		29,072
Gain on change in fair value of the derivative		(169,723	)
Derivative liability balance - September 30, 2023		1,317
Addition of new derivatives recognized as debt discounts		1,089,454
Gain on change in fair value of the derivative		342,751
Derivative liability balance - September 30, 2024	$	1,386,014

Note 9 – Income Taxes

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of 31% to the income tax amount recorded as of September 30, 2024 and 2023 are as follows:


	Years Ended
	September 30,
	2024			2023
Deferred tax assets:
Net operating loss carryover	$	914,000		$	773,800
Accruals		4,100			17,800
Development		—			14,700
Depreciation & amortization		(13,200	)		(12,200	)
Valuation allowance		(904,900	)		(794,100	)
Net deferred tax asset	$	—		$	—

F-30

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024


	Years Ended
	September 30,
	2024					2023
Expected Federal Tax	$	(619,800	)	21.0	%	$	(195,300	)	21.0	%
State income taxes (net of federal benefit)		(103,900	)	3.5	%		(73,500	)	7.9	%
Permanent adjustments		340,200		(11.5	)%		800		(0.1	)%
State tax rate change		38,200		(1.3	)%		38,200		(4.1	)%
Change in valuation allowance		345,300		(11.5	)%		229,800		(24.7	)%
Total income tax provision	$	—				$	—

The net operating losses (“NOLs”) carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company experienced a change in control for tax purposes in February 24, 2022. Due to change of control, the Company estimates not being able to carryover approximately $1,700,000 of NOL generated before February 24, 2022 to offset future income.

As of September 30, 2024, the Company had approximately $3,450,000 of net operating loss carryforwards that may be offset against future taxable income. No tax benefit has been reported in the September 30, 2024 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Tax returns for the years ended 2020 and forward are subject to review by the tax authorities.

Note 10 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued. Please note the following matters deemed to be subsequent events.

On October 24, 2024, the Company entered into an agreement with Free2Move North America, Inc. (Free2Move) to become an operator of Free2Moves vehicle network. Free2Move, owned by the vehicle manufacturer Stellantis, has a fleet lease program designed for companies like DriveItAway, that operate subscription rental vehicle services, with preferred fleet lease terms, for both interest carrying costs and residual value, for all Stellantis (Jeep, Dodge, Ram, Chrysler, Alfa Romeo) vehicles.

To date, the Company has two vehicles on the Free2Move program on a pilot, and anticipates having many more Free2Move lease vehicles in the future.

On November 7^th, the Company entered into an agreement with Crum & Forster, represented by the broker Marsh, for contingent liability insurance for our fleet of owned vehicles.

On November 19, 2024, the Company entered into a loan agreement with an existing note holder for a promissory note with a face value of $77,700 and an original issue discount of $7,614. The loan is due on May 20, 2026.

On November 25, 2024, the Company issued 250,000 shares of its common stock to an accredited investor for $5,000 in gross proceeds.

Subsequent to year end and up to the date of this filing, the Company purchased six vehicles for $137,289. The purchases were financed from draws on existing credit lines.

F-31

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~None~~On September 30, 2024, the Board of Directors of DriveItAway Holdings, Inc. (the “Registrant” or the ‘Company”) dismissed Mac Accounting Group & CPAs, LLP (MAC) as its independent registered public accounting firm.

During the period of MAC’s engagement as the Company’s independent registered public accounting firm through September 30, 2024 (the “Engagement Period”), there were no disagreements as defined in Item 9A304 of Regulation S-K with MAC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MAC, would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. ~~Controls~~Further, ~~and~~during ~~Procedures~~the Engagement Period, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

On October 7, 2024, the Board of Directors appointed Victor Mokoulu, CPA PLLC (“Mokoulu”), an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm. During our two most recent fiscal years through September 30, 2024, neither us nor anyone on our behalf consulted Mokoulu regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) ~~Evaluation~~any matter regarding us that was either the subject of ~~Disclosure~~a ~~Controls~~disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and ~~Procedures~~related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Our~~Item Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)9A. ~~Based~~Controls ~~on this evaluation, our Principal Executive Officer~~ and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of September 30, 2023. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.Procedures

(ba) ~~Management’s~~Evaluation ~~Annual~~of ~~Report~~Disclosure onControls ~~Internal~~and ~~Control Over Financial Reporting~~Procedures

Our ~~management~~Principal isExecutive ~~responsible~~Officer ~~for~~and ~~establishing~~Principal ~~and~~Financial ~~maintaining~~Officer ~~adequate~~conducted ~~internal~~an ~~control~~evaluation ~~over~~of ~~financial~~the ~~reporting,~~effectiveness asof ~~such~~our ~~term~~disclosure iscontrols and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act ~~Rule~~of ~~13a-15~~1934 (fthe “Exchange Act”). ~~Our~~ ~~management~~Based ~~conducted~~on anthis evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the ~~effectiveness~~material ofweaknesses described below, our ~~internal~~disclosure ~~control~~controls and ~~over~~procedures ~~financial~~were ~~reporting~~not ~~based~~effective onas ~~the~~of ~~framework~~September ~~in the~~30, ~~Internal~~2024. ~~Control-Integrated~~See ~~Framework~~material ~~(2013)~~weaknesses ~~issued~~discussed bybelow ~~the~~in ~~Committee~~Management’s ofAnnual ~~Sponsoring~~Report on ~~Organizations~~Internal ofControl ~~the~~over ~~Treadway~~Financial ~~Commission~~Reporting.

Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (ib) ~~pertain~~Management’s toAnnual ~~the~~Report ~~maintenance of~~on ~~records~~Internal ~~that,~~Control inOver ~~reasonable~~Financial detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.Reporting

AOur ~~material~~management ~~weakness~~ is ~~a deficiency,~~responsible orfor aestablishing ~~combination~~and ofmaintaining ~~deficiencies,~~adequate in internal control over financial reporting, as such ~~that~~term ~~there~~ is adefined ~~reasonable~~in ~~possibility~~Exchange ~~that~~Act aRule ~~material~~13a-15(f). ~~misstatement~~Our management conducted an evaluation of the effectiveness of our ~~annual~~internal orcontrol ~~interim~~over financial ~~statements~~reporting ~~will~~based ~~not~~on bethe ~~prevented~~framework orin the ~~detected~~Internal onControl-Integrated aFramework ~~timely~~(2013) ~~basis~~issued by the Committee of Sponsoring Organizations of the Treadway Commission.

AsOur internal control over financial reporting is a process designed under the supervision of ~~September~~our ~~30,~~Principal ~~2023,~~Executive weOfficer and Principal Financial Officer to provide reasonable ~~conducted~~assurance anregarding ~~evaluation~~the reliability of financial reporting and the ~~effectiveness~~preparation of our ~~internal~~financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting. ~~Our~~includes ~~management~~those ~~concluded~~policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our ~~internal~~assets; (ii) provide reasonable ~~controls~~assurance ~~over~~that transactions are recorded as necessary to permit preparation of financial ~~reporting~~statements ~~were~~in ~~not~~accordance ~~effective~~with asGAAP, and that receipts and expenditure are being made only in accordance with authorizations of ~~September~~our 30management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~2023~~use ~~due~~or todisposition ~~the~~of ~~following~~our ~~identified~~assets that could have a material effect ~~weaknesses:~~on the financial statements.

●A ~~Our~~material ~~control~~weakness ~~environment~~ is ~~inadequate.~~a Wedeficiency, or ~~have~~a nocombination ~~risk~~of ~~assessment procedures~~deficiencies, noin ~~formal~~internal ~~information~~control orover ~~communication~~financial ~~process~~reporting, ~~and~~such nothat ~~monitoring~~there ~~activities~~is ina ~~place.~~reasonable ~~Additionally,~~possibility wethat ~~lack~~a ~~policies~~material misstatement ~~that~~of ~~require~~our ~~formal~~annual ~~written~~or ~~approval~~interim ~~for~~financial ~~related~~statements ~~party~~will ~~transactions~~not be prevented or detected on a timely basis.

● We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to financial statements. We do not have controls in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, and there are no controls over the financial reporting close process. Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.17

●As Weof ~~lack~~September ~~the~~30, ~~necessary~~2024, ~~accounting~~we conducted ~~resources~~an ~~with~~evaluation ~~sufficient~~of ~~SEC~~the ~~reporting~~effectiveness ~~experience,~~of USour ~~GAAP~~internal ~~knowledge~~control ~~and~~over ~~accounting~~financial ~~experience~~reporting. WeOur ~~also~~management ~~lack~~concluded ~~the~~that ~~resources~~our tointernal controls ~~properly~~over ~~account~~financial ~~for~~reporting ~~complex~~were ~~debt~~not ~~and~~effective ~~equity~~as ~~transactions~~of ~~and~~September ~~are~~30, ~~unable~~2024 due to ~~analyze~~the ~~such~~following ~~transactions~~identified ~~timely~~material ~~or in sufficient detail.~~weaknesses:

16● Our control environment is inadequate. We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place. Additionally, we lack policies that require formal written approval for related party transactions.

~~Management~~● ~~believes~~We ~~that~~have ~~despite our~~not ~~material~~established ~~weaknesses,~~and/or ~~our~~maintained ~~consolidated~~adequately designed internal controls in order to prevent or detect and correct material misstatements to financial statements. ~~for~~We ~~the~~do ~~year~~not ~~ended~~have ~~September~~controls 30in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, ~~2023~~and there are ~~fairly~~no ~~stated,~~controls inover ~~all~~the ~~material respects~~financial reporting close process. Additionally, inwe ~~accordance~~lack ~~with~~segregation ~~GAAP~~of duties and review procedures to ensure our financial data is accurate.

~~(c)~~● ~~Changes~~We inlack ~~Internal~~the ~~Control Over~~necessary ~~Financial~~accounting ~~Reporting~~resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience. We also lack the resources to properly account for complex debt and equity transactions and are unable to analyze such transactions timely or in sufficient detail.

~~During~~Management ~~the~~believes ~~fourth~~that ~~quarter of~~despite ~~2023,~~our ~~there~~material ~~were~~weaknesses, ~~no changes in~~ our ~~internal~~consolidated ~~control~~financial ~~over~~statements ~~financial~~for ~~reporting~~the ~~that~~year ~~have~~ended ~~materially~~September ~~affected~~30, or2024 are ~~reasonably~~fairly ~~likely to materially affect~~stated, ~~our~~in ~~internal~~all ~~control~~material respects, ~~over~~in ~~financial~~accordance ~~reporting~~with GAAP.

~~Inherent~~(c) ~~Limitations~~Changes ~~Over~~in Internal ~~Controls~~Control Over Financial Reporting

~~Management,~~During ~~including~~the ~~our~~fourth ~~Principal Executive~~quarter ~~Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors~~of ~~and all fraud. A control system~~2024, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there ~~are~~were no ~~resource constraints,~~changes ~~and the benefits of controls must be considered relative to their costs. Because of the inherent limitations~~ in ~~all~~our internal control ~~systems,~~ noover ~~evaluation~~financial ofreporting ~~controls can provide absolute assurance~~ that ~~all control issues and instances of fraud, if any, within the Company~~ have ~~been~~materially ~~detected. These inherent limitations include the realities that judgements in decision making can be faulty~~affected, ~~and that breakdowns can occur because of simple errors~~ or ~~mistakes.~~are ~~Additionally,~~reasonably ~~controls~~likely ~~can be circumvented by the individual acts of some~~to ~~persons~~materially affect, byour ~~collusion~~internal ofcontrol ~~two~~over orfinancial ~~more people or by management override of the controls~~reporting.

~~Attestation~~Inherent ~~Report~~Limitations ofOver ~~the~~Internal ~~Independent Registered Public Accounting Firm~~Controls

~~This~~Management, ~~Annual~~including ~~Report~~our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors ~~include~~and anall ~~attestation~~fraud. ~~report~~A ofcontrol ~~our~~system, ~~independent~~no ~~registered~~matter ~~public~~how ~~accounting~~well ~~firm~~conceived ~~regarding~~and ~~internal~~operated, can provide only reasonable, not absolute, assurance that the objectives of the control ~~over~~system ~~financial~~are ~~reporting~~met. Further, the design of a control system must reflect the fact that there are no resource ~~Our~~constraints, ~~management’s~~and ~~report~~the ~~was~~benefits ~~not~~of ~~subject~~controls must be considered relative to ~~attestation~~their bycosts. ~~our~~Because ~~independent~~of ~~registered~~the ~~public~~inherent ~~accounting~~limitations ~~firm~~in ~~pursuant~~all tocontrol systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ~~Dodd-Frank~~Company ~~Act~~have been detected. These inherent limitations include the realities that ~~permanently~~judgements ~~exempted~~in ~~smaller~~decision ~~reporting~~making ~~companies~~can ~~from~~be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the ~~auditor~~individual ~~attestation~~acts ~~requirement~~of some persons, by collusion of two or more people or by management override of the controls.

~~Item~~Attestation ~~9B.~~Report ~~Other~~of ~~Information~~the Independent Registered Public Accounting Firm

~~None~~This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

1718

PART III

Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers

Our directors and executive officers and their ages at the date of this filing are listed in the following table:

Name	Age		~~Title~~	Title
John Possumato	63	63	~~Chief Executive Officer and Director~~	Chief Executive Officer and Director
Adam Potash	36	36	~~Chief Operating Officer and Director~~	Chief Operating Officer and Director
Mike Elkin	67		Chief Financial Officer
Steven M. Plumb		65		Chief Financial Officer

John Possumato is a noted consultant, author, and speaker in the automotive industry, and is the Founder and CEO of DIA since 2018. A serial entrepreneur and a franchise car dealership owner veteran, Possumato has over 35 years of leadership experience fostering and growing start-up companies. Also known by vehicle manufacturers, Possumato helped create the dealer focused commercial fleet programs for Ford, General Motors, and Jaguar. Possumato conceived of DriveItAway in 2017, while at Automotive Mobile Solutions LLC, a technology company he founded and led as CEO in 2012, to adapt new mobile marketing innovations to automotive retailers.

He is also an attorney, a graduate of the Law School at the University of Pennsylvania (J.D.) and the Wharton School of Business (B.S.), is a member of the Bar of the State of Pennsylvania, was a Wharton School Entrepreneur in Residence, University City Science Center OnRamp Founder in Residence, a founding Board member of the International Automotive Remarketers Alliance, and past Counsel to the Board of Directors of the Automotive Fleet and Leasing Association. He most recently helped create the Drive For Freedom Foundation, a 501(c)(3) nonprofit created to alleviate the “Poverty of the Carless.”

Freedom Foundation, a 501(c)(3) nonprofit created to alleviate the “Poverty of the Carless.”

Adam Potash began his career in a start-up engaging in passenger transportation and has been involved in mobility-based start-ups ever since. In 2011, he founded and became CEO of Minds’ Eye Innovations, which provided ride sharing software to taxi companies to compete against Uber and Lyft. He helped to grow the company to service over 70 taxi companies processing 10,000+ orders per day. Mr. Potash later joined a ride share start-up called Leap that was assembled by former management members of Gett Taxi (3^rd largest ride share company in NYC) and became the CTO helping the team bring to market a new ride share concept. In 2019, Potash became COO of DIA, helping DIA launch its “Pay As You Go” car ownership program, where he continues to lead product development and operations. He is a graduate of Villanova University.

~~Mike~~Steven ~~Elkin~~M. ~~became~~Plumb ~~the~~became the Company’s Chief Financial Officer on ~~October~~April 14, ~~2020~~2024. Mr. ~~Elkin~~Plumb ~~has~~is ~~over~~a 20seasoned ~~years~~senior ofexecutive ~~experience as a controller~~ and financial manager. experienced ~~His~~in ~~experience~~operations, ~~includes~~finance ~~providing financial~~ and ~~accounting~~marketing. ~~advice~~He tohas ~~REIT’s,~~Big ~~non-profits~~4 ~~and~~CPA ~~turnaround~~experience, ~~situations~~a background in ~~the~~IT, ~~manufacturing~~biotech, ~~distribution~~ oil and ~~service~~gas, ~~company~~real ~~sectors~~estate, medical and utility companies. Since ~~2017~~2001, ~~Mr.~~he ~~Elkin~~ has served as the ~~controller~~owner ~~for~~and apresident ~~private~~of ~~Real~~Clear ~~Estate~~Financial ~~Investment~~Solutions, ~~Trust (“REIT”)~~Inc. ~~From 2005 to 2006~~, ~~Mr. Elkin operated~~ a consulting ~~business~~firm inthat ~~which he served as part-time controller or chief~~provides ~~financial~~interim ~~officer~~CFO ~~for~~services ~~various~~to ~~private~~small ~~businesses.~~public Mrcompanies. ~~Elkin~~In ~~has~~this acapacity ~~B.S.~~he ~~Degree~~has inprepared ~~Accounting~~SEC ~~from~~filings, ~~the~~managed ~~University~~investor ~~of Florida~~relations, araised ~~Masters~~capital, ~~Degree~~conducted inmergers ~~Accounting~~and ~~from~~acquisition ~~Nova Southeastern University~~activities, ~~and~~developed asuccessful ~~Masters~~offering ~~Degree~~memorandum, inregistration ~~Finance~~statements ~~from~~and ~~Florida~~investor ~~International University~~presentations. Mr. ~~Elkin has~~Plumb ~~been~~is ~~recognized~~a byformer ~~the~~auditor ~~Jacksonville~~with ~~Business~~PriceWaterhouseCoopers ~~Journal~~and asKPMG. ~~CFO of the year~~Mr. HePlumb ~~was~~has ~~also~~a ~~honored~~Bachelor byof ~~the~~Business ~~Jacksonville~~Administration ~~Jewish~~degree ~~Journal~~from ~~for~~the ~~Social~~University ~~Action~~of ~~Work~~Texas inat ~~the~~Austin, ~~community~~Austin, Texas.

None of the directors and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws and the provisions of the Delaware General Corporation Law. Our directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until his or her resignation, death, or removal in accordance with our Bylaws or the Delaware General Corporation Law.

Our officers are appointed by our board of directors and hold office until removed by our board of directors at any time for any reason.

Family Relationships

There are no family relationships between or among any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

Director Independence

Our board of directors has reviewed the independence of our directors and has determined that no director qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations. In making this determination, our board of directors considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

Board Committees

Our board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee. We do not have an audit committee financial expert serving on our board of directors. Due to our limited financial resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.

Audit Committee Financial Expert

The Board has determined that it does not have an “audit committee financial expert” within the meaning of SEC rules.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions, as well as all directors and employees of the Company.

Communication with the Board

Our stockholders and other interested parties may send written communications directly to the Board or to specified individual directors, including the Chairman or any other non-management directors, by sending such communications to the Chief Executive Officer of the Company, P.O. Box 4502, Boise, Idaho 83711. Such communications will be reviewed by our outside legal counsel and, depending on the content, will be:

●

forwarded to the addressees or distributed at the next scheduled board meeting;

●

if they relate to financial or accounting matters, forwarded to the audit committee or distributed at the next scheduled audit committee meeting;

●

if they relate to executive officer compensation matters, forwarded to the compensation committee or discussed at the next scheduled compensation committee meeting;

●

if they relate to the recommendation of the nomination of an individual, forwarded to the full Board or discussed at the next scheduled Board meeting; or

●

if they relate to our operations, forwarded to the appropriate officers of our company, and the response or other handling of such communications reported to the Board at the next scheduled board meeting.

If multiple communications are received on a similar topic, the Secretary may, in his discretion, forward only representative correspondence. Any communications that are abusive, in bad taste or present safety or security concerns may be handled differently.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officer and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities. Such persons are also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that, during the year ended September 30, ~~2022~~2024, none of ~~our~~ our executive officers, directors or beneficial owners of more than 10% of any class of registered equity security failed to file on a timely basis any such report.

Item 11. Executive Compensation

The following identifies the elements of compensation for the fiscal years ~~2022~~2024 and ~~2021~~2023 with respect to our “named executive officers,” which term is defined by Item 402 of the SEC’s Regulation S-K to include (i) all individuals serving as our principal executive officer at any time during fiscal year ~~2021~~2024, (ii) our two most highly compensated executive officers other than the principal executive officer who ~~were~~ were serving as executive officers at September 30, ~~2022~~2024 and whose total compensation (excluding nonqualified deferred compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing ~~item~~ item (ii) but for the fact that the individual was not serving as an executive officer of the Company at September 30, ~~2021~~2023.

Summary Compensation Table

	Fiscal				Stock		All Other
Name and Principal Position	Year		Salary		Compensation		Compensation		Total
John Possumato		~~2023~~2024	$	~~104~~80,~~000~~500	$	—	$	—	$	~~104~~80,~~000~~500
Chief Executive Officer (1)		~~2022~~2023	$	61104,000	$	—	$	—	$	61104,000
Adam Potash		~~2023~~2024	$	~~104~~80,~~000~~500	$	—	$	—	$	~~104~~80,~~000~~500
Chief Operating Officer (2)		~~2022~~2023	$	61104,000	$	—	$	—	$	61104,000
Mike Elkin		2023	$	48,000	$	—	$	—	$	48,000
Steven M. Plumb		2024	$	18,750	$	—	$	—	$	18,750
Chief Financial Officer		2022	$	48,000	$		$		$	48,000
Chief Financial Officer (3)		2023	$	—	$	—	$	—	$	—
Rod K. Whiton		2023	$	N/A	$	—	$	—	$	N/A
Mike Elkin		2024	$	12,000	$	—	$	—	$	12,000
President (3)		2022	$	41,666	$	—	$	—	$	41,666
Chief Financial Officer (4)		2023	$	48,000	$	—	$	—	$	48,000
Christopher Rego		2023	$	N/A	$	—	$	—	$	N/A
CEO (4)		2022	$	60,000	$	—	$	—	$	60,000

On February 24, 2022, John Possumato was appointed Chief Executive Officer of the Company

On February 24, 2022, Adam Potash was appointed Chief Operating Officer of the Company

3) On ~~February~~April 244, ~~2022~~2024, ~~Rod~~Steven ~~Whiton~~Plumb ~~resigned~~was asappointed ~~President~~Chief Financial Officer of the Company

4) OnIn ~~February~~March 242024, ~~2022,~~Mike ~~Christopher~~Elkin ~~Rego~~ resigned as Chief ~~Executive~~Financial Officer of the Company.

~~Narrative Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management~~21

~~We believe~~Narrative ~~that~~Disclosure ~~our~~of ~~compensation~~Compensation ~~policies~~ Policies and ~~practices~~Practices ~~for~~as ~~all~~They ~~employees~~Relate ~~and other individual service providers, including executive officers, do not create risks that are reasonably likely~~ to ~~have~~Our aRisk ~~material adverse effect on us.~~Management

~~Outstanding~~We believe that our compensation ~~Equity~~policies ~~Awards~~and Atpractices ~~Fiscal~~for ~~Year-End~~all employees and other individual service providers, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

~~None of~~Outstanding ~~the~~Equity ~~named~~Awards ~~executive~~At ~~officers~~Fiscal ~~have any unvested equity awards or unexercised options in the Company as of September 30, 2023.~~Year-End

20None of the named executive officers have any unvested equity awards or unexercised options in the Company as of September 30, 2024.

Employee Benefit Plans and Pension Benefits

The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans. The Company does not have a defined benefit, pension or profit-sharing plan.

Director Compensation

Our Board does not have a current compensation policy for its directors. However, we reimburse our directors for reasonable travel and other related expenses. None of our directors received any director compensation during the year ended September 30, ~~2023~~2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of ~~January~~February 924, ~~2024~~2025, certain information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities & Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days through the exercise of any stock option, warrant or other right, or the conversion of any security. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

	Number of
	Commons Shares			Percent of
	of Beneficial			Class
Name and Address of Beneficial Owner (1)	Ownership			(2)
5% Beneficial Owners:		—			—
None
AJB Capital Holdings, LLC		7,000,000			6.2	%
Named Executive Officers and Directors:
John Possumato (3)		34,590,190	(3)		3230.464	%
Adam Potash (4)		35,528,599	(4)		3331.342	%
Paul Patrizio (5) (6)		9,284,913	(5)(6)		8.71	%
Steven M. Plumb		—			0.0	%
All Officers and Directors as a Group		7977,~~403~~118,~~702~~789			7467.528	%

	(1)	Unless otherwise noted, the address of each beneficial owner is c/o DriveItAway Holdings, Inc. 3201 Market Street, Suite 200/201, Philadelphia, PA 10104.
	(2)	Applicable percentages are based on 106,551,722 shares of our common stock outstanding as of January 9, 2023.
	(3)	Includes 32,680,519 common shares owned by Driveitaway, LLC. John Possumato, has investing and dispositive power of shares beneficially owned by Driveitaway, LLC.
	(4)	Includes 32,887,210 common shares owned by Minds Eye Innovation, Inc. Adam Potash has investing and dispositive power of shares beneficially owned by Minds Eye Innovation, Inc.
	(5)	All 9,284,913 common shares are owned by AEP Holdings, LLC. Paul Patrizio has investing and dispositive power of shares beneficially owned by AEP Holdings, LLC.
	(6)	Paul Patrizio resigned from the Board of Directors, effective May 31, 2023. The resignation was not a result of any disagreement with the company on any matter relating to the operations, policies, or practices.

	(1)	Unless otherwise noted, the address of each beneficial owner is c/o DriveItAway Holdings, Inc. 3201 Market Street, Suite 200/201, Philadelphia, PA 10104.

	(2)	Applicable percentages are based on 113,701,722 shares of our common stock outstanding as of September 30, 2024.

	(3)	Includes 32,680,519 common shares owned by Driveitaway, LLC. John Possumato, has investing and dispositive power of shares beneficially owned by Driveitaway, LLC.

	(4)	Includes 32,887,210 common shares owned by Minds Eye Innovation, Inc. Adam Potash has investing and dispositive power of shares beneficially owned by Minds Eye Innovation, Inc.

Equity Compensation Plan

The Company does not have an equity compensation plan.

Related Party Convertible Notes Payable

On September 13, 2019, the Company issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company’s CEO, for $30,000, with a maturity date of September 13, 2022. On October 13 and October 14, 2020, the Company issued Convertible Promissory Notes to Driveitaway, LLC and Adam Potash, the Company’s COO, for $25,000 each, which mature on October 13 and 14, 2022, respectively. On December 24, 2020, the Company issued a Convertible Promissory Note to Adam Potash, for $15,000, which matures on December 24, 2022. Each of the notes bear interest at a rate of 6% per annum. The notes automatically convert into preferred stock of DIA in the event DIA raises at least $1,000,000 by the issuance of preferred stock prior to the maturity dates of the notes (a “Qualified Financing”). In the event DIA enters into a financing that is not a Qualified Financing prior to the maturity dates of the notes, the holders have the right to convert their notes into the class and series of equity securities offered in the non-Qualified Financing at the offer price thereof. In the event DIA effects a change of control, the holders have the option of converting their notes into common stock in order to participate in the change of control or accelerating the maturity date and receiving cash at the time of the change of control.

At the closing of the Share Exchange on February 24, 2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal and interest of $104,564 due under the notes into 52,284 shares of DIA common stock, which was automatically converted into 52,284 shares of Series A Preferred.

During the years ended September 30, ~~2023~~2024, and ~~2022~~2023, the Company recorded interest expense for related parties of $48,~~918~~595 and $24,~~296~~918, respectively. As of September 30, 2024 ~~2023~~ and ~~2022~~2023, the Company had accrued interest owed to related parties of $412,~~918~~752 and $04,918, respectively.

Advances and Repayments

In the normal course of business, the Company’s management team or their affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to cover operating expenses. During the year ended September 30, ~~2023~~2024, related parties made payments on the Company’s behalf or provided short-term advances to the Company totaling $~~26,460~~0 and the Company made repayments to related parties of $~~1,460~~0. As of September 30, ~~2023~~2024 and ~~2022~~2023, the Company owed related parties $25,080 and $8025,080, respectively, for this activity.

~~Director Independence~~23

~~Our current~~Director Board consists of John Possumato, and Adam Potash. Our common stock is currently quoted on the over-the-counter market. Since the over-the-counter market does not have its own rules for director independence, we use the definition of independence established by the NASDAQ Stock Market. Under applicable NASDAQ Stock Market rules, a director will only qualify as an “independent director” if none of the following conditions existed throughout the year (a) was employed by us, (b) received more than $120,000 in compensation from us, other than for board services, (c) had a family member who was employed as an executive officer of us, (d) was, or had a family member that was, a partner, controlling shareholder or executive officer of any organization that received payments for property or services that exceeded the greater of 5% of the recipient’s gross revenues or $200,000, (e) was, or had a family member that was, employed as an executive officer of another entity during the past three years where any of the executive officers of us serve on the compensation committee, or (f) was, or had a family member that was, a partner in our auditor at any time in the past three years. At this time, we have determined that we have no independent directors.Independence

~~The~~ Our current Board ~~does~~consists ~~not~~of John Possumato, and Adam Potash. Our common stock is currently ~~have~~quoted ~~any~~on ~~committees~~the over-the-counter market. ~~The~~Since ~~Board~~the ~~has~~over-the-counter ~~approved~~market does not have its own rules for director independence, we use the ~~formation~~definition of independence established by the NASDAQ Stock Market. Under applicable NASDAQ Stock Market rules, a director will only qualify as an ~~Audit~~“independent ~~Committee~~director” if none of the following conditions existed throughout the year (a) was employed by us, ~~and~~(b) received more than $120,000 in compensation from us, other than for board services, (c) had a family member who was employed as an ~~Audit~~executive ~~Committee~~officer ~~charter~~of us, (d) was, or had a family member that was, a partner, controlling ~~but~~shareholder noor ~~members~~executive ~~currently~~officer ~~serve~~of onany organization that received payments for property or services that exceeded the ~~Audit~~greater ~~Committee.~~of ~~The~~5% ~~independent~~of the ~~directors~~recipient’s ~~perform~~gross revenues or $200,000, (e) was, or had a family member that was, employed as an executive officer of another entity during the ~~functions~~past three years where any of the ~~Audit~~executive ~~Committee~~officers of us serve on the compensation committee, or (f) was, or had a family member that was, a partner in our auditor at any time in the past three years. At this time, we have determined that we have no independent directors.

22The Board does not currently have any committees. The Board has approved the formation of an Audit Committee, and an Audit Committee charter, but no members currently serve on the Audit Committee. The independent directors perform the functions of the Audit Committee.

Item 14. Principal Accountant Fees and Services.

The following table presents fees for professional services provided by ~~Mac~~our ~~Accounting~~independent ~~Group~~registered &public ~~CPAs,~~accounting ~~LLP~~firm for the years September 30, ~~2023~~ 2024 and ~~2022~~2023, respectively:

The following table shows the fees billed aggregate to the Company for the periods shown:

	Fiscal Year		Fiscal Year
	2023		2022
	2024		2023
Audit Fees (1)	$	8277,~~000~~455	$	8182,~~250~~000
Audit-Related Fees (2)		—		—
Tax Fees (3)		—		—
All Other Fees (4)		—		—
Total Fees	$	8277,~~000~~455	$	8182,~~250~~000

(1)

Audit Fees. Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

(2)

Audit-related services. Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.”

(3)

Tax services. Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning.

(4)

All other Fees. All other fees are those services and/or travel expenses not described in the other categories. The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

Pre-Approval Policies and Procedures

We do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during the fiscal years ended September 30, ~~2023~~2024 and ~~2022~~2023 were reviewed and approved by our Board before the respective services were rendered.

2324

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Exhibits

INDEX TO EXHIBITS

Exhibits		Description
3.1		Certificate of Incorporation, dated March 8, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No. 333-1459990)
3.2		Amendment to Certificate of Incorporation, (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010)
3.3		Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No. 333-145999)
3.3.1		Amended and Restated Bylaws, dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 6, 2019)
3.4		Certificate of Designation, Rights and Preferences of Series A Convertible Stock, dated February 24, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 2, 2022)
3.5		Amendment to Certificate of Incorporation, dated April 18, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K , filed on April 29, 2022)
4.1		Promissory Note issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)
4.2		Common Stock Purchase Warrant, issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)
4.3		Form of Secured Convertible Note, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)
4.4		Form of Common Stock Purchase Warrant, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)
4.5		Form of Secured Convertible Note, dated November 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)
4.6		Form of Common Stock Purchase Warrant, dated November 15, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)
10.1*		Virtual Membership Agreement (Lease) by and between the Company and The Innovation Center, dated March 22, 2022
10.2		Agreement and Plan of Share Exchange, dated December 7, 2021 by and among the Company, Driveitaway, Inc. and the shareholders of Driveitaway, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2021)

2425

10.3		Sale Agreement, dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 7, 2021)
10.4		Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLC, dated February 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)
10.5		First Amendment to the Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLV, dated February 24, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)
10.5		Form of Subscription Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)
10.6		Form of Security Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)
10.7		Form of Piggyback Registration Rights Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)
10.8		Form of Subscription Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)
10.9		Form of Security Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)
10.10		Form of Piggy Rights Registration Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015)
21*		Subsidiaries of the Company.
31.1*		Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104		Cover Page Interactive Data File (embedded within the Inline XBRL).
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

Item 16. 10-K Summary

None.

2526

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DRIVEITAWAY HOLDINGS, INC.
Dated: March 8, 2024	By:	/s/ John Possumato
Dated: February 24, 2025	By:	/s/ John Possumato
		John Possumato, Chief Executive Officer
		(Principal Executive Officer)
Dated: March 8, 2024	By:	/s/ Mike Elkin
Dated: February 24, 2025	By:	/s/ Steven M. Plumb
		Mike Elkin, Chief Financial Officer
		Steven M. Plumb, Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act, this report has been signed below on the ~~8th~~ 24th day of ~~March~~February ~~2024~~2025 by the following persons on behalf of the registrant and in the capacities indicated.

Name Title /s/ John Possumato Director, Chief Executive Officer John Possumato /s/ ~~Mike~~Steven ~~Elkin~~M. Plumb Director, Chief Financial Officer ~~Mike~~Steven ~~Elkin~~M. Plumb /s/Adam Potash Director, Chief of Operating Officer Adam Potash

2627

Filing Compare · Driveitaway Holdings, Inc.