UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~December 31, 2022

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

For the transitional period from _____________ to ______________

Commission File Number: 000-52883

DRIVEITAWAY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware		20-4456503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3401 Market Street, Suite 200/201, Philadelphia, PA 19104

(Address of principal executive offices) (Zip Code)

(856) 577-2763

(Registrant’s telephone number, including area code)

_____________________n/a________________________

(Former name or former address if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
N/A		N/A		N/A

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 the definitions 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	☒	Small 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~August 22, 2022,~~February 20, 2023, there were ~~105,286,622~~106,551,722 shares of common stock outstanding.

TABLE OF CONTENTS

		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	78
Item 4.	Mine Safety Disclosures	78
Item 5.	Other Information	78
Item 6.	Exhibits	8

PART I – FINANCIAL INFORMATION

~~ITEM 1. FINANCIAL STATEMENTS.~~

DRIVEITAWAY HOLDINGS, INC.

~~(FKA CREATIVE LEARNING CORPORATION)~~

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE PERIOD ENDED JUNE 30,~~DECEMBER 31, 2022

		Page

Condensed Consolidated Balance Sheets (Unaudited)		F-2

Condensed Consolidated Statements of Operations (Unaudited)		F-3

Condensed Consolidated Statements of Changes in Stockholders’ ~~Equity (Deficit)~~Deficit (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows (Unaudited)		~~F-6~~F-5

Notes to the Condensed Consolidated Financial Statements ~~(Unaudited)~~Unaudited		~~F-7~~F-6

F-1

DriveItAway Holdings, Inc.

~~(fka Creative Learning Corporation)~~

Condensed Consolidated Balance Sheets

(Unaudited)

March 31, September 30,
2022 2021
Assets
Current Assets
Cash $ 593,059 $ 9,774
Accounts receivable, net 9,324 21,455
Notes receivable 100,000 —
Total Current Assets 702,383 31,229

Goodwill 1,557,106 —
Total Assets $ 2,259,489 $ 31,229

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable $ 60,264 $ 150,821
SBA loan 9,431 6,128
PPP loan — 23,750
Due to related party 4,081 7,268
Accrued liabilities 42,964 11,261
Convertible notes payable - related parties — 30,000
Convertible notes payable 384,237 —
Total Current Liabilities 500,977 229,228

SBA loan - noncurrent 105,269 72,372
Convertible notes payable -noncurrent — 150,000
Convertible notes payable -related parties - noncurrent — 65,000
Total Liabilities 606,246 516,600

Commitments and Contingencies (Note 8) 400,000 —

Stockholders’ Equity (Deficit)
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 2,594,593 and 2,300,000 shares issued and outstanding at March 31, 2022 and September 30, 2021 259 230
Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 17,716,041 shares issued and 17,700,941 shares outstanding as of March 31, 2022 and 0 shares issued and outstanding as of September 30, 2021 1,772 —
Additional paid in capital 3,267,539 419,793
Treasury stock, at cost - 15,100 and 0 shares at March 31, 2022 and September 30, 2021 (18,126 ) —
Accumulated deficit (1,998,201 ) (905,394 )
Total Stockholders’ Equity (Deficit) 1,253,243 (485,371 )
Total Liabilities and Stockholders’ Equity (Deficit) $ 2,259,489 $ 31,229

~~The accompanying notes are an integral part of the condensed consolidated financial statements.~~

~~DriveItAway Holdings, Inc.~~

~~(fka Creative Learning Corporation)~~

~~Condensed~~ ~~Consolidated Statements of Operations~~

~~(Unaudited)~~

Three Months Ended Six Months Ended
March 31, March 31,
2022 2021 2022 2021

REVENUES
Insurance revenue $ 14,887 $ 72,999 $ 38,770 $ 136,228
Rental revenue 29,799 175,752 64,297 329,325
Initial fee revenue — 11,289 4,126 20,364
Miscellaneous Revenue 1,827 1,480 4,727 7,346
Vehicle owner share (24,099 ) (153,627 ) (62,889 ) (295,885 )
Driver and dealer insurance cost (11,385 ) (70,919 ) (27,385 ) (136,013 )
TOTAL REVENUES 11,029 36,974 21,646 61,365

COST OF GOODS SOLD 5,409 10,762 11,095 20,355
GROSS PROFIT (LOSS) 5,620 26,212 10,551 41,010

OPERATING EXPENSES
Salaries and payroll taxes 119,950 40,578 190,075 101,051
Professional fees 193,320 58,192 366,397 58,477
General and administrative 17,163 14,707 29,846 31,239
Software development 13,706 15,538 29,385 47,672
Selling expense 2,549 165 4,889 2,380
TOTAL OPERATING EXPENSES 346,688 129,180 620,592 240,819

OPERATING LOSS (341,068 ) (102,968 ) (610,041 ) (199,809 )

OTHER INCOME (EXPENSE)
Loss on contingency liability (400,000 ) — (400,000 ) —
Gain on PPP loan forgiveness — — 24,148 —
Amortization debt discount (87,683 ) — (87,683 ) —
Interest expense (11,481 ) (784 ) (16,940 ) (1,586 )
Interest expense - related parties (859 ) (1,406 ) (2,296 ) (2,522 )
Interest income 5 — 5 —
TOTAL OTHER INCOME (EXPENSE) (500,018 ) (2,190 ) (482,766 ) (4,108 )

LOSS BEFORE INCOME TAXES (841,086 ) (105,158 ) (1,092,807 ) (203,917 )
Provision for income taxes — — — —
NET LOSS $ (841,086 ) $ (105,158 ) $ (1,092,807 ) $ (203,917 )

NET LOSS PER SHARE:
Basic and diluted net loss per share $ (0.12 ) $ — $ (0.31 ) $ —
Basic and diluted weighted average number of common shares outstanding 7,086,416 — 3,504,272 —


	December 31,			September 30,
	2022			2022
Assets
Current assets
Cash	$	40,130		$	127,109
Accounts receivable, net		10,376			6,082
Prepaid expenses		10,280			10,498
Total current assets		60,786			143,689

Vehicles, net		209,268			149,428
Website development, net		15,877			—
Total Assets	$	285,931		$	293,117

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	196,557		$	198,065
Accrued liabilities		81,378			29,044
SBA Loan		6,442			5,840
Deferred revenue		2,588			2,101
Due to related party		80			80
Convertible note payable		749,285			750,000
Derivative liability		592,788			115,009
Total Current Liabilities		1,629,118			1,100,139

SBA Loan - noncurrent		107,692			108,860
Convertible note payable – noncurrent, net		352,842			183,340

Total Liabilities		2,089,652			1,392,339

Commitments and Contingencies		—			—

Stockholders’ Deficit
Preferred stock, $0.0001 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 December 31, 2022 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		1,305,516			1,289,132
Treasury stock, at cost - 15,100 shares at December 31, 2022 and September 30, 2022		(18,126	)		(18,126	)
Accumulated deficit		(3,101,767	)		(2,380,759	)
Total Stockholders’ Deficit		(1,803,721	)		(1,099,222	)
Total Liabilities and Stockholders’ Deficit	$	285,931		$	293,117

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-2

DriveItAway Holdings, Inc.

~~(fka Creative Learning Corporation)~~

Condensed Consolidated ~~Statement~~Statements of ~~Changes in Stockholders’ Equity (Deficit)~~Operations

~~For the Three and Six Months Ended March 31, 2022~~

(Unaudited)

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 — — — — 173,077 — — — 173,077
Net loss — — — — — — — (251,721 ) (251,721 )
Balance - December 31, 2021 2,300,000 230 — — 592,870 — — (1,157,115 ) (564,015 )

Stock based compensation — — — — 115,384 — — — 115,384
Preferred stock issued for conversion of debt- related party 52,284 5 — — 104,559 — — — 104,564
Preferred stock issued for conversion of debt 129,809 13 — — 288,445 — — — 288,458
Preferred stock issued for exercise of stock option as stock-based compensation - related party 112,500 11 — — 84,364 — — — 84,375
Reorganization — — 13,716,041 1,372 1,737,621 (15,100 ) (18,126 ) — 1,720,867
Common stock and warrant issued in connection with promissory note — — 4,000,000 400 344,296 — — — 344,696
Net loss — — — — — — (841,086 ) (841,086 )
Balance - March 31, 2022 2,594,593 $ 259 17,716,041 $ 1,772 $ 3,267,539 (15,100 ) $ (18,126 ) $ (1,998,201 ) $ 1,253,243


	Three Months Ended
	December 31,
	2022			2021
Revenues
Insurance revenue	$	9,996		$	23,883
Rental revenue		45,152			34,498
Initial Fee Revenue		—			4,126
Miscellaneous Revenue		1,695			2,900
Vehicle owner share		542			(38,790	)
Driver and dealer insurance cost		(9,302	)		(16,000	)
Total Revenues		48,083			10,617
Cost of Goods Sold		39,872			5,686
Gross Profit		8,211			4,931

Operating Expenses
Salaries and payroll taxes		81,875			70,125
Professional fees		100,430			173,077
General and administrative		19,430			12,522
Software development		13,358			15,679
Selling expense		8,551			2,501
Total Operating Expenses		223,644			273,904
Operating Loss		(215,433	)		(268,973	)
Other income (expenses)
Loss on change in fair value of derivative liability		(454,655	)		—
Gain on PPP loan forgiveness		—			24,148
Amortization debt discount		(13,420	)		—
Interest expense		(37,500	)		(5,459	)
Interest expense - related parties		—			(1,437	)
Total Other Income (Expense)		(505,575	)		17,252

Loss Before Income Tax		(721,008	)		(251,721	)
Provision for income taxes		—			—
Net Loss	$	(721,008	)	$	(251,721	)

Net Loss Per Common Share
Basic and diluted net loss per common share	$	(0.01	)	$	(0.11	)
Basic and diluted weighted average number of common shares outstanding		106,119,657			2,300,000

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-3

DriveItAway Holdings, Inc.

~~(fka Creative Learning Corporation)~~

Condensed Consolidated Statement of Changes in Stockholders’ ~~Equity (Deficit)~~Deficit

~~For the Three and Six Months Ended March 31, 2021~~ (Unaudited)

~~(Unaudited)~~

Series A Additional Total Stockholders’
Preferred Stock Common Stock Paid in Accumulated Equity
Shares Amount Shares Amount Capital Deficit (Deficit)

Balance - September 30, 2020 2,000,000 $ 200 — $ — $ 10,410 $ (229,710 ) $ (219,100 )

Net loss — — — — — (98,759 ) (98,759 )
Balance - December 31, 2020 2,000,000 200 — — 10,410 (328,469 ) (317,859 )

Preferred stock issued for services 300,000 30 — — 57,663 — 57,693
Net loss — — — — (105,158 ) (105,158 )
Balance - March 31, 2021 2,300,000 230 — — 68,073 (433,627 ) (365,324 )


							Additional											Total
			Common Stock				Paid in		Treasury Stock						Accumulated			Stockholders’
			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		1,409		—			—			—			1,509
Stock based compensation				250,000		25		14,975		—			—			—			15,000
Net loss		—		—		—		—		—			—			(721,008	)		(721,008	)
Balance - December 31, 2022	—	—		106,551,722	$	10,656	$	1,305,516		(15,100	)	$	(18,126	)	$	(3,101,767	)	$	(1,803,721	)


	Series A								Additional					Total
	Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - September 30, 2021		2,300,000	$	230		—	$	—	$	419,793	$	(905,394	)	$	(485,371	)
Stock based compensation		—		—		—		—		173,077		—			173,077
Net loss		—		—		—		—		—		(251,721	)		(251,721	)
Balance - December 31, 2021		2,300,000	$	230		—	$	—	$	592,870	$	(1,157,115	)	$	(564,015	)

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-4

DriveItAway Holdings, Inc.

~~(fka Creative Learning Corporation)~~

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended
March 31,
2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,092,807 ) $ (203,917 )
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP loan forgiveness (24,148 ) —
Stock-based compensation expense 372,836 57,693
Loss on contingency liability 400,000 —
Amortization of debt discount 87,683 —
Changes in operating assets and liabilities:
Accounts receivable 12,131 897
Due to related party 6,377 2,521
Accounts payable (90,557 ) 56,298
Accrued liabilities 38,959 8,302
Net Cash used in Operating Activities (289,526 ) (78,206 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary 70,361
Net Cash used in Investing Activities 70,361 —

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from convertible note payable - related parties — 65,000
Proceeds from convertible notes payable 766,250 —
Proceeds from the SBA loan 36,200
Net Cash provided by Financing Activities 802,450 65,000

Net change in cash 583,285 (13,206 )
Cash, beginning of period 9,774 28,975
Cash, end of period $ 593,059 $ 15,769

Supplemental cash flow information
Cash paid for interest $ — $ —
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 $ 344,696 $ —


	Three Months Ended
	December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(721,008	)	$	(251,721	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP Loan Forgiveness		—			(24,148	)
Stock-based compensation		15,000			173,077
Gain on change in fair value of derivative liability		454,655			—
Depreciation and amortization		7,653			—
Amortization of debt discount		13,420			—
Changes in operating assets and liabilities:
Prepaid expenses		(10,280	)		—
Accounts receivable		(4,294	)		2,478
Deferred revenue		487			—
Accounts payable		(1,508	)		(46,491	)
Accrued liabilities		52,334			5,460
Accrued liabilities - related party		—			1,437
Net Cash used in Operating Activities		(193,541	)		(139,908	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of vehicles		(67,039	)		—
Purchase of intangible assets		(5,833	)		—
Net Cash used in Investing Activities		(72,872	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt		180,000			100,000
Proceeds from the SBA Loan		—			36,200
Repayment of SBA Loan		(566	)		—
Net Cash provided by Financing Activities		179,434			136,200

Net change in cash		(86,979	)		(3,708	)
Cash, beginning of period		127,109			9,774
Cash, end of period	$	40,130		$	6,066

Supplemental cash flow information
Cash paid for interest	$	31,667		$	—
Cash paid for taxes	$	—		$	—

Non-cash Investing and Financing transactions:
Common stock in connection with promissory note	$	1,509		$	—
Recognition of derivative liability as debt discount	$	23,124		$	—
Debt discount in connection with original issue discount	$	20,000		$	—
Prepaid expenses reclassified to intangible assets	$	10,498		$	—

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

F-5

DriveItAway Holdings, Inc.

~~(fka Creative Learning Corporation)~~

Notes to the Condensed Consolidated Financial Statements

~~March~~December 31, 2022

~~(Unaudited)~~Unaudited

Note 1 -– ~~Nature~~Organization, Description of ~~Organization~~Business and ~~Summary of Significant Accounting Policies~~Going Concern

Nature of Organization

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.

DIA 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. 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 Exchange and Reorganization~~Going Concern

~~On February 24, 2022 (the “Effective Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc.~~The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“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”GAAP”) of the ~~Company for each outstanding share~~United States, applicable to a going concern which contemplates the realization of ~~DIA common stock (the “Share Exchange”). At~~assets and liquidation of liabilities in the ~~closing,~~normal course of business. During the year ended December 31, 2022, the Company ~~agreed to issue one share~~had a net loss of ~~Series A Preferred for each share~~$721,008 and cash used in operating activities of ~~DIA common stock that was subsequently issued in conversion~~$193,541. As of ~~certain outstanding convertible notes of DIA, provided that the holders converted their notes prior to~~ December 31, ~~2022. All~~2022, the Company had an accumulated deficit of ~~the holders of the convertible notes of DIA agreed~~$3,101,767. The Company has not established sufficient revenue to ~~convert their notes in March 2022,~~cover its operating costs 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.

~~Recapitalization~~

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.will require additional capital to continue its operating plan. 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 resultsability 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.

In order 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 sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the ~~acquisition date. All share and per share information~~Company will be successful in accomplishing this plan.

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 ~~consolidated~~ financial statements ~~and footnotes has been retroactively restated~~do not include any adjustments that might be necessary if the Company is unable to ~~reflect the recapitalization.~~continue as a going concern.

F-6

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~six~~three months ended ~~March~~December 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, ~~2021,~~2022, contained in the Company’s Form ~~8-K/A, exhibit 99.1,~~10K, as filed on ~~February 24, 2022.~~January 13, 2023.

Basis of Consolidation

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-company balances and transactions are eliminated in consolidation.

~~Fiscal year~~

~~The Company operates on a September 30 fiscal year-end.~~

Use of Estimates

The preparation of consolidated financial 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, 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.

Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of ~~March~~December 31, 2022, and September 30, ~~2021~~2022, the Company had cash of $~~593,059~~40,130 and $~~9,774~~127,109, respectively and did not have any cash equivalents.

Accounts Receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts 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 ~~March~~December 31, 2022 and September 30, ~~2021~~2022 are adequate, but actual write-offs could exceed the recorded allowance. ~~During the year ended March~~As of December 31, 2022 and September 30, ~~2021~~2022 the balances in the allowance for doubtful accounts was $$0.

Financial Instruments

The Company follows ASC 820, “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:

0Level 1.

Level 1 applies to assets or 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.

F-7

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.

The carrying amounts shown of 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.

Vehicles

Vehicles are recorded at cost and depreciated using the straight-line method over the estimated useful lives of 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 vehicle, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed vehicle. We remove fully depreciated vehicles from the cost and accumulated depreciation amounts disclosed.

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.

Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at three (3) years. The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. We remove fully amortized website and software development costs from the cost and accumulated amortization amounts disclosed.

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

Derivative Financial Instruments

The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

F-8

The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and warrants 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.

Revenue Recognition

The Company’s revenue is recognized in accordance with Accounting Standards ~~Codification(“~~Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. During the ~~period~~years ended ~~March 31,~~September 30, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer.

The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term.

Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third^-party insurance provider on a monthly basis. This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations.

F-9

DIA also ~~generate~~generates miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly ~~basis as it is a monthly service.~~basis.

The Company’s Cost of Goods sold consists of direct expenses, such as roadside assistance or telematics service fees, and 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.

General Advertising Costs

General advertising costs are expensed as incurred. The Company incurred general advertising costs for the three months ended December 31, 2022 and 2021 of $8,551 and $2,501, respectively.

Stock-Based Compensation

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 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.

Income Taxes

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.

Net Loss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net 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 ~~periods~~three months ended ~~March~~December 31, 2022, and 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive..

For the six months ended March 31, 2022, and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive.

Schedule of antidilutive securities excluded from computation of earnings per share	March 31,		March 31,
Schedule of anti dilutive securities excluded from computation of earnings per share
					December 31,		December 31,
					2022		2021
	2022		2021		Shares		Shares
Series A Convertible Preferred Stock		88,085,681		78,084,333		—		78,084,333
Convertible notes		—		17,207		25,687,500		—
Warrants		2,882,793		—		1,225,000		—
Stock options		—		300,000
		90,968,474		78,401,540		26,912,500		78,084,333

Recent ~~accounting pronouncements~~Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 1, 2021, the Company adopted this standard on its consolidated financial statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

Note 23 – ~~Going Concern~~Vehicles

~~During the six months ended March 31, 2022, the Company had a net loss of $1,092,807~~ ~~and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The reported net cash used in operating activities of $289,526~~ ~~in the six months ended March 31, 2022, which is offset by an increase in cash of $802,450~~ ~~during the period ended March 31, 2022, from financings and $70,361~~ ~~from the acquisition of a subsidiary. These factors, among others, raise substantial doubt about the entities ability to continue as a going concern.~~

~~Management plans include converting its Convertible Debt into the Company’s Common Stock in addition to raising equity capital.~~

The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Note 3 –~~ ~~Related Party Transactions~~

~~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.

~~During the six months ended March 31, 2022 and 2021, the Company recorded interest expense of $2,296~~ ~~and $2,522, respectively.~~

~~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 (see Note 6).~~

~~Note 4 –~~ ~~Goodwill~~

The following table summarizes the ~~consideration paid for DriveItAway Holdings, Inc and the amounts~~components of our vehicles as of the ~~assets acquired and liabilities assumed at the acquisition date of February 24, 2022:~~dates presented:

Schedule of assets acquired and liabilities assumed
Consideration:
Convertible Preferred A stock $ 1,720,867

Assets acquired and liabilities assumed:
Cash 70,361
Note receivable 100,000
Accounts payable and accrued liabilities (6,600 )
Total Goodwill $ 1,557,106

Schedule of vehiclesSchedule of vehicles
	December 31,			September 30,
	2022			2022
Vehicle costs	$	224,903		$	157,864
Accumulated depreciation		(15,635	)		(8,436	)
Vehicles, net	$	209,268		$	149,428

Depreciation expense for the three months ended December 31, 2022 and 2021, was $7,199 and $0, respectively. During the three months ended December 31, 2022 and 2021, we purchased vehicles of $67,039 and $0, respectively.

F-10

Note 4 – Website Development

The following table summarizes the components of our website development as of the dates presented:

Schedule of website development
	December 31,			September 30,
	2022			2022
Website development costs	$	16,331		$	—
Accumulated depreciation		(454	)		—
Website, net	$	15,877		$	—

Amortization expense for the three months ended December 31, 2022 and 2021, was $454 and $0, respectively. During the three months ended December 31, 2022 and 2021, we incurred website development costs of $16,331 and $0, respectively.

Note 5 - ~~Note receivable~~

~~A note receivable of $100,000~~ ~~was issued to DriveItAway Holdings in consideration for the sale of certain subsidiaries as a part of recapitalization. The note receivable is unsecured, due on~~ ~~April 20, 2022~~ ~~and bears 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.~~

~~Note 6~~ – Equity

Authorized

On April 18, 2022, the Company filed Amended and Restated ~~Articles~~Certificate of Incorporation ~~(the “Amended and Restated Articles”)~~ with the Secretary of State of the State of Delaware to authorize one billion (1,000,000,000) shares of common stock having a par value of $0.0001 per share, and ten million (10,000,000) shares of preferred stock having a par value of $0.0001 per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as 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.

Series A Preferred Stock

The Company has authorized one series of preferred stock, which is known as the Series A Convertible Preferred Stock (the “Series A Preferred”). 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 Series A Preferred Stock 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.

Liquidation 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.

Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock.

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.

Mandatory Conversion Right: 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.

During the ~~six months~~year ended ~~March 31,~~September 30, 2021, the Company issued 300,000 shares of DIA common stock which was automatically converted into 300,000shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022. The shares were issued to a consulting firm pursuant to one year consulting agreement and valued at $692,308. Stock-based compensation expense related to this issuance for the ~~six~~three months ended ~~March~~December 31, 2022 and 2021 was $~~288,461~~ 0and $~~57,693~~173,077, respectively, and iswas included in general and administrative expense.

~~During the six months ended March 31, 2022, the Company issued~~ ~~294,593~~ ~~shares of DIA common stock which was 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.~~

	·	~~52,284~~ ~~shares issued for conversion of debt – related party and accrued interest of $104,564~~
	·	~~129,809~~ ~~shares issued for conversion of debt and accrued interest of $288,458~~
	·	~~112,500~~ ~~shares issued for exercise of stock option - related party as stock-based compensation to related parties~~

As of ~~March~~December 31, 2022 and ~~September 30,~~ 2021, the Company had ~~2,594,593~~0 and 2,300,000 shares of Series A Preferred stock outstanding, respectively.

F-11

Common Stock ~~Issuances~~

~~On February 24,~~During the three months ended December 31, 2022, the Company ~~recognized the equity of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of~~ ~~13,716,041~~issued.

	●	1,000,000 shares of common stock valued at $1,509 for commitment fees in conjunction with the issuance of promissory note of $750,000 (see Note 6).

	●	250,000 shares of common stock valued at $15,000, for consulting services, based on the fair market value of the shares on the grant date.

During the three months ended December 31, 2021, no common stock ~~and~~ ~~15,100~~ ~~shares of treasury stock,at a value of $1,720,867~~ ~~(see Note 4).~~

~~On February 24, 2022, the Company issued~~ ~~4,000,000~~ ~~shares of common stock valued at $316,324~~ ~~for commitment fees in conjunction with the issuance of promissory note of $750,000~~ ~~(see Note 8).~~was issued.

As of ~~March~~December 31, 2022 and ~~September 30,~~ 2021, the Company had ~~17,716,041~~106,551,722 and 0 common shares issued, respectively.

Treasury stock

The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market. As of ~~March~~December 31, 2022 and ~~September 30,~~ 2021, the Company had 15,100 and 0 shares of treasury stock ~~respectively.~~valued at $18,126

~~Stock Options~~

~~On June 12, 2020, DIA’s Board of Directors~~ and ~~its shareholders approved its 2020 Equity Compensation Plan (“Equity Plan”)~~$0, respectively. ~~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 equity-based awards.

~~As of December 31, 2021, DIA had~~ ~~300,000~~ ~~stock options outstanding under the Equity Plan to Messrs. Possumato, CEO, and Potash, COO in equal amounts, of which~~ ~~112,500~~ ~~had vested as of December 31, 2021. At the closing of the Share Exchange, Messrs. Possumato and Potash each agreed to exercise the~~ ~~56,250~~ ~~vested stock options issued to them, which was the number of stock options which had vested as of the date the Share Exchange Agreement was executed. 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 recorded as compensation expense of $42,188~~ ~~to each of Messrs. Possumato and Potash.~~

Also, at the closing of the Share Exchange, DIA’s board cancelled the Equity Plan and all outstanding options were cancelled. Accordingly, as of March 31, 2022 the Company had no options outstanding.

Warrants

~~On February 24,~~In November 2022, in conjunction with a private offering and the issuance of secured promissory ~~note~~notes of $~~750,000~~200,000, the Company issued ~~1,000,000~~100,000 warrants for $0.30 per ~~share, which~~share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options, therefore the warrants qualified for derivative accounting and were assigned a value of $~~28,372~~3,555, which was recorded as a derivative liability and ~~recorded to additional paid in capital.~~debt discount. The warrants expire ~~on February 24,~~in November 2027. ~~The~~

All 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~~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.~~measurement (see Note 8).

~~For the six months ended March 31, 2022, the estimated fair values of the warrants were measured using the following inputs:~~

Schedule of assumptions used in valuing the stock options and warrants March 31,
2022
Stock price at time of issuance $ 0.10
Exercise price $ 0.30
Expected term 5 years
Expected average volatility 120 %
Expected dividend yield —
Risk-free interest rate 1.84 %

A summary of warrant activity during the ~~six~~three months ended ~~March~~December 31, 2022, is as follows:

Summary of common stock warrants activity Warrants Weighted-Average Weighted-Average
Outstanding Exercise Price Life (years)
Balance as of October 1, 2021 — $ — —
Issuance 1,000,000 0.30 5.00
Warrants assumed in reorganization 1,882,793 0.29 0.16
Exercised — — —
Expiry — — —
Balance as of March 31, 2022 2,882,793 $ 0.30 1.79

Schedule of warrant activity
	Warrants		Weighted-Average		Weighted-Average
	Outstanding		Exercise Price		Life (years)
Balance as of September 30, 2022		1,125,000	$	0.30		4.44
Issuance		100,000	$	0.30		5.00
Exercised		—	$	—		—
Expired		—	$	—		—
Balance as of December 31, 2022		1,225,000	$	0.30		4.24

~~1,882,793~~ ~~warrants outstanding in the Company prior to February 24, 2022, reflect the warrants as assumed in the reorganization.~~

The intrinsic value of the warrants as of ~~March~~December 31, 2022, is $0. All of the outstanding warrants are exercisable as of ~~March~~December 31, 2022.

Note 76 – ~~Notes~~Note Payable

~~PPP Loan~~

~~On April 28, 2020, the Company was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $23,750~~, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan, which was in the form of a Note dated May 9, 2020 issued by the Company, matures on ~~May 8, 2022~~ ~~and bears interest at a rate of~~ 1% per annum, payable monthly commencing on October 23, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, cost used to continue group health care benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before February 15, 2020. The Company used the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. In December 2021, the PPP Loan of $~~23,750~~ ~~and accrued interest of $398~~ ~~were forgiven and recognized as other income. During the six months ended March 31, 2022, the Company recorded interest expense of $~~59.

SBA Loan

On 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 obtained $36,200 on October 8, 2021. The SBA Loan requires payments starting 30 months from the initial funding date and matures on ~~May 31,~~June 7, 2050. During the ~~six~~three months ended ~~March~~December 31, 2022 and 2021, the Company recorded interest expense of $~~2,115~~1,074 and $1,114, respectively, on the SBA Loan and as of ~~March~~December 31, 2022 and September 30, 2022, the accrued interest on the SBA Loan was $~~6,018~~9,259 and $8,175, respectively.

F-12

Note 7 – Convertible Notes Payable

AJB Capital Investments, LLC Note

Effective February 24, 2022 and as amended October 31, 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.

The maturity date of the AJB Note was extended to February 24, 2023. 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 5,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which 4,000,000 shares were issued at note inception and 1,000,000 shares on the October 31, 2022 amendment. 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 $385,796 using a Black-Scholes option pricing model (see Note 8).

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. 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.

F-13

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. 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. The Company determined, pursuant to ASC 470-50, the amendment to be a modification of the AJB Note and accounted for the Commitment Fee Shares as an additional make-whole provision and recorded a day 1 derivative liability valued at $1,509, using a Black-Scholes option pricing model (see Note 8).

During the three months ended December 31, 2022, the Company recorded interest expense of $23,000, additional debt discount of $1,509, amortization of debt discount of $794, a gain on change in fair value of derivative liability of $352,627 for the guarantee and warrants and repaid $23,542 of interest. As of December 31, 2022, the derivative liability was $450,556 and the debt discount recorded on the note was $715, resulting in a note payable balance of $749,285. As of December 31, 2022 and September 30, 2022, the Company owed unpaid interest of $1,213 and $1,755.

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 June 2022, the Company sold a total of $250,000 worth of Units to two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $250,000 for cash proceeds of $230,000, and the issuance of 125,000 warrants. 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 $50,491. The allocation of the warrant to the debt component resulted in the Company recording a debt discount and derivative liability of $8,136. The cash issuance discount resulted in the recording of a debt discount of $20,000. The total debt discount of $78,627 is being amortized to interest expense over the term of the Note.

During November 2022, the Company sold a total of $200,000 worth of Units to 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, and the issuance of 100,000 warrants. 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. The allocation of the warrant to the debt component resulted in the Company recording a debt discount and derivative liability of $3,794. The cash issuance discount resulted in the recording of a debt discount of $20,000. The total debt discount of $43,124 is being amortized to interest expense over the term of the Note.

During the three months ended December 31, 2022, the Company recorded interest expense of $13,614, and amortization of debt discount of $12,627. As of December 31, 2022 and September 30, 2022, the debt discount recorded on the notes was $97,157 and $66,660, resulting in a note payable balance of $352,842 and $183,340, respectively. As of December 31, 2022 and September 30, 2022, the Company owed accrued interest of $16,847 and $11,583, respectively.

Note 8 – Derivative Liabilities

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-14

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 December 31, 2022. 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 three months ended December 31, 2022 and year ended September 30, 2022:

Defined Benefit Plan, Assumptions
	Three Months Ended	Year Ended
	December 31,	September 30,
	2022	2022
Expected term	1.42 - 5.00 years	1.68 - 5.00 years
Expected average volatility	105% - 116%	109% - 117%
Expected dividend yield	-	-
Risk-free interest rate	1.73% - 4.25%	1.73% - 4.25%

The following table summarizes the changes in the derivative liabilities during the three months ended December 31, 2022:

Schedule of derivative liabilities
Derivative liability balance - September 30, 2022	$	115,009
Addition of new derivatives recognized as debt discounts		23,124
Loss on change in fair value of the derivative		454,655
Derivative liability balance - December 31, 2022	$	592,788

Note ~~8 -~~9 – ~~Convertible Notes Payable~~Related Party Transactions

~~AJB Capital Investments, LLC Note~~

~~Effective February 24, 2022, Creative Learning Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in~~In the ~~principal amount~~normal course 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~~business, the ~~sale~~Company’s management team or their affiliates will make payments on behalf of the ~~AJB Note, the~~ Company ~~also paid 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~~or will provide short-term advances to the Company ~~were $641,250, which will be used for working capital and other general corporate purposes.~~to cover operating expenses.

~~The maturity date of the AJB Note is~~ ~~August 24, 2022, but it may be extended for six months upon the consent of AJB and the Company. The AJB Note bears interest at~~ 10~~% 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 paid 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”). 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~~. The Company calculated and recorded a contingent liability for the Commitment Fee Shares, based on the closing stock price on reporting date. On issuance of the note, the Company valued the 4,000,000 Commitment Fee Shares of common stock at $316,324 and recorded this as additional paid in capital (see Note 6).

~~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 $28,372~~ ~~that was recorded as additional paid in capital. 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.

~~The allocation of financing costs, issuance of the Commitment Fee shares, and the warrant to the debt component resulted in a $453,446~~ ~~debt discount that is being amortized to interest expense over the term of the AJB Note.~~

~~During the six months ended March 31, 2022, the Company recorded interest expense of $7,292, amortization of debt discount of $87,683, and a loss on contingency liability of $400,000~~ ~~for the Commitment Fee Shares.~~ As of ~~March 31, 2022, the contingent liability balance was $400,000 and the debt discount recorded on the note was $365,763, resulting in a note payable balance of $384,237.~~

~~Knightsgate Ventures II, LP Note~~

~~On April 1, 2021, DIA borrowed $150,000~~ ~~in Convertible Notes from Knightsgate Ventures II, LP, a third-party lender at a rate of~~ 8~~%. The loan matures on~~ ~~December 31, 2022. During the year ended September 30, 2021 the Company recorded interest expense of $5,983~~ ~~on the note and that amount is recorded as accrued interest as of September 30, 2021.~~

~~The Convertible Note automatically converts into preferred stock of DIA in the event DIA raised at least $2,000,000~~ by the issuance of preferred stock prior to 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 $6,000,000 by the Company’s fully diluted shares outstanding immediately prior to conversion (the “Cap Price”). 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 per share equal to the Cap Price. In the event DIA effects a change of control, the holder 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.

~~During the six months ended March 31, 2022, the Company recorded interest expense of $4,833~~.

~~Individual Investor Notes~~

~~During the six months ended March 31, 2022, DIA issued an aggregate of five convertible notes to five investors, each for $25,000. The notes bear interest at a rate of~~ 8~~% per annum, mature on~~ December 31, 2022 and are convertible into DIA’s common stock on the same basis that is described for the Convertible Note issued to Knightsgate Ventures II, LP on April 1, 2021, as described above. During the six months ended March 31,September 30, 2022, the Company ~~recorded interest expense of~~owed related parties $~~2,641~~80 ~~on the notes.~~, for this activity.

~~In March 2022, the holders of all of the convertible notes issued to unrelated investors agreed to convert their notes of $275,000~~ ~~and accrued interest of $13,458~~ ~~into~~ ~~129,809~~ ~~shares of DIA’s common stock, each of which was automatically converted into one share of Series A Preferred of the Company Holdings in accordance with the Share Exchange Agreement (see Note 6).~~

Note 910 – Subsequent Events

~~The Company~~Management has evaluated ~~all~~ subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

~~On April 20, 2022, holders of~~ ~~2,464,784~~ ~~shares of Series A Preferred agreed~~Subsequent 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 Series A Preferred into common stock, which resulted in the issuance of an additional ~~4,406,979~~ ~~shares of common stock. As a result of the conversions, the Company does not have outstanding any shares of Series A Preferred.~~

~~In May 2022,~~ ~~the payor under a note receivable in the principal amount of $100,000 satisfied the note in full by returning 500,000 shares of the Company’s common stock for cancellation.~~ ~~See Note 5.~~

~~On June 30,~~December 31, 2022, the Company ~~closed on a transaction with two (2) investors pursuant~~and AJB entered into the Second Amendment to ~~respective Subscription Agreements for an aggregate amount of $250,000, for five (5) Units. Each Unit, priced at $50,000, consists of a twenty-four (24) month Secured Promissory~~the Securities Purchase Agreement (the “Second Amended SPA”) to amend the AJB Note ~~(the “Note”), at an interest rate of~~ 15~~%, which is convertible at $0.20~~ ~~per share into shares~~(see Note 7) reflecting certain additional amendments in contemplation of the ~~Company’s common stock. Each Unit also provides for warrants issued to~~Note Amendment, and the ~~investors subject to a~~Amended and Restated Common Stock Purchase Warrant (the “Amended Warrant”), as defined below.

Under the terms of the Second Amended SPA, AJB increased the principal of the AJB Note by $85,000 and extended the maturity date to May 24, 2023. As consideration for the Amended Note and Second Amended SPA, the Company issued byAJB the Amended Warrant, pursuant to which the number of shares issuable under the Amended Warrant will be increased to 2,000,000 and the exercise price redefined to be $0.05. The Amended Warrant also includes various covenants of the Company for ~~25,000~~ ~~shares~~the benefit of the ~~Company’s common stock at an~~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 Amended Warrant. In addition, the Amended Warrant also contains certain conditions in which the exercise price may be adjusted, as well as registration rights by AJB of the shares underlying the warrants.

In addition, the Company and AJB entered into a side letter agreement, pursuant to which the Company agreed that AJB shall (i) withhold an aggregate of $~~0.30~~ 3,500~~per share, exercisable within five (~~5~~) years~~ from the ~~date~~proceeds under the Amended Note to reimburse AJB for legal and due diligence expenses, and (ii) disburse the remainder of ~~issuance. The Notes are secured by a Security Agreement upon an Event~~the proceeds directly to certain service providers of ~~Default.~~ the Company pursuant to the Company’s instructions and as provided in the Amended Note and the Second Amended SPA, rather than directly to the Company.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its wholly owned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company. and the notes to those financial statements that are included elsewhere in this Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.

~~COVID-19~~

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The COVID-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results. We will continue to evaluate the impact of the COVID-19 pandemic on our business as we learn more and the impact of COVID-19 on our industry becomes clearer. We are complying health guidelines regarding safety procedures, including, but are not limited to, social distancing, remote working, and teleconferencing. The extent of the future impact of the COVID-19 pandemic on our business is uncertain and difficult to predict. Adverse global economic and market conditions as a result of COVID-19 could also adversely affect our business. If the pandemic continues to cause significant negative impacts to economic conditions, our results of operations, financial condition and liquidity could be adversely impacted.

Overview

DIA is the first 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 ~~turn-key,~~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 to 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.~~

~~Recent Developments~~

~~Share Exchange Transaction~~

~~On December 7, 2021, the Company, DriveItAway, Inc., a Delaware corporation (“DIA”), and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange (the “Share Exchange Agreement”), 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~~”). 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, but prior to any shares issued or issuable as a result of the Financing (as defined below). 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.

On February 24, 2022, the Company consummated the Share Exchange, which resulted in the Company issuing 2,594,593 shares of Series A Preferred to acquire all of the issued and outstanding common stock of DIA. Each share of Series A Preferred is convertible into 33.94971 share of common stock. In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis with the common stockholders. As a result, prior holders of DIA common stock own Series A Preferred that has approximately 85% of the voting rights on any matter submitted to shareholders for a vote.

~~Upon closing of the Share Exchange, all of the existing members of the board of directors (the “Board~~”) of the Company resigned and John Possumato, Adam Potash and Paul Patrizio were appointed to the Company’s Board. 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.

~~Names Change and Capital Structure~~

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

RESULTS OF OPERATIONS

~~Three~~For the three months ended ~~March~~December 31, 2022, compared to the three months ended ~~March~~December 31, 2021

~~Revenues~~~~. Total revenue~~Our operating results for the three months ended ~~March~~December 31, 2022 ~~was $11,029,~~and 2021 are summarized as ~~compared to $36,974~~follows:

	Three Months Ended
	December 31,
	2022			2021			Change			%
Revenues	$	48,083		$	10,617		$	37,466			353	%
Cost of revenue		39,872			5,686			34,186			601	%
Gross Profit		8,211			4,931			3,280			66	%
Gross Profit Percentage		17	%		46	%

Operating expense		223,644			273,904			(50,260	)		(18	%)
Other (income) expense		505,575			(17,252	)		522,827			n/a
Net loss	$	(721,008	)	$	(251,721	)	$	(469,287	)		186	%

Revenues for the three months ended ~~March~~December 31, 2022, increased $37,466, from $10,617 for the period ending December 31, 2021, ~~a decrease of $25,945,~~to $48,083 for the period ending December 31, 2022. This was primarily due to the somewhat greater availability of the supply of vehicles on our platform through a sublease arrangement, a derivative of the lessoning effect of the nation-wide ~~used~~ car shortage resulting from supply chain disruptions ~~(e.g. chip shortage).~~due in part to the COVID-19 pandemic, and the gradual increase in supply of, semiconductor chips, one of the main components that run vehicle electronics.

~~Operating Expenses.~~We anticipate that, in 2023 automotive supply and demand will return to a more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the three months ended December 31, 2022 increased $34,186, from $5,686 for the period ending December 31, 2021, to $39,872 for the period ending December 31, 2022. This was primarily due to one-time fees in preparing a sublease car for rental, including telematics product and install fees, pick up and transport fees, etc. In general, each time a new vehicle is introduced on our platform, there are fees associated to the initial preparation.

Operating expenses for the three months ended ~~March~~December 31, 2022 ~~were $346,688,~~decreased $50,260 as compared to ~~$129,180~~the three months ended December 31, 2021. The decrease was primarily attributable to a decrease in professional fees of $72,647, however, we had increases in salaries and payroll taxes of $11,750, and other operating expenses of $10,637.

Loss from operations was $215,433 for the three months ended ~~March~~December 31, ~~2021. The increase of $238,100 was largely attributable~~2022, as compared to ~~an increase in professional fees, salaries, payroll taxes and stock-based compensation.~~

~~Operating Loss.~~ ~~Operating loss was $341,068~~$268,973 for the three months ended ~~March~~December 31, 2021. The decrease of $53,540 was largely attributable to the change in operating expenses.

Other expenses for the three months ended December, 2022 were $505,575, as compared to a gain of $17,252 for the three months ended December 31, 2021. For 2022 we incurred a loss on change in fair value of derivative of $454,655, amortization of debt discounts on our convertible notes of $13,420, and interest expense of $37,500. For 2021, the gain was primarily attributable to the forgiveness of the Paycheck Protection (PPP) loan of $24,148 and expense for interest of $6,896.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company as of December 31, 2022 and September 30, 2022.

Working Capital

	December 31,			September 30,
	2022			2022			Change			%
Cash	$	40,130		$	127,109		$	86,979			68	%

Current assets	$	60,787		$	143,689		$	(82,902	)		(58	%)
Current liabilities		1,629,118			1,100,139			528,979			48	%
Working capital (deficiency)	$	(1,568,331	)	$	(956,450	)	$	(611,881	)		(64	%)

As of December 31, 2022 our working capital decreased $611,881 as compared to September 30, 2022. This was primarily attributable to a reduction in cash of $86,979, reduction in current assets of $82,902, and an increase in current liabilities of $528,979 as of December 31, 2022 as compared to ~~$102,968 for~~September 30, 2022. Our current liabilities increased primarily to a gain in derivative liabilities of $477,779 and accounts payable and accrued liabilities of $50,826.

Cash Flow Data:

	Three Months Ended
	December 31,
	2022			2021			Change
Cash used in operating activities	$	193,541		$	139,908		$	53,633
Cash used in investing activities	$	72,872		$	—		$	72,872
Cash provided by financing activities	$	179,434		$	136,200		$	43,234
Net Change in Cash for period	$	(86,979	)	$	(3,708	)	$	(83,271	)

Cash Flows from Operating Activities

During the three months ended ~~March 31, 2021. This increase of $212,508 was largely attributable to an increase in professional fees, salaries, payroll taxes and stock-based compensation.~~

~~Six months ended March~~December 31, 2022, ~~compared to six months ended March 31, 2021~~

~~Revenues.~~ Total revenue for the six months ended March 31, 2022 was $21,646, as compared to $61,365 for the six months ended March 31, 2021, a decrease of $39,719, primarily due to due to the nation-wide used car shortage resulting from supply chain disruptions (e.g. chip shortage).

~~Operating Expenses.~~ Operating expenses for the six months ended March 31, 2022 was $620,592, as compared to $240,819 for the six months ended March 31, 2021. The increase of $379,773 was largely attributable to an increase in professional fees, salaries, payroll taxes and stock-based compensation.

~~Operating Loss.~~ Operating loss was $610,041 for the six months ended March 31, 2022, as compared to $199,809 for the six months ended March 31, 2021. This increase of $410,232 was largely attributable to an increase in professional fees, salaries, payroll taxes and stock-based compensation.

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~Operating Activities.~~ ~~For the six months ended March 31, 2022, the net cash used of $289,52~~6 ~~was an increase over the same period of the prior year of $78,206.~~

~~Financing Activities.~~ For the six months ended March 31, 2022, the net cash provided by financing activities was $802,450, an increase over the same period the prior year of $65,000. The increase was primarily due to proceeds from a convertible debt of $766,250.

~~Investing Activities~~~~. For the six months ended March 31, 2022, the~~we did not generate positive cash flows from ~~investing~~operating activities. For the three months ended December 31, 2022, net cash flows used in operating activities was ~~$70,361, as compared with $0 for the same period the prior year. This increase was due to an acquisition~~$193,541, consisting of a ~~subsidiary.~~

~~Going Concern Qualification~~net loss of $721,008, reduced by a loss on change in derivative liability of $454,655, stock-based compensation expenses of $15,000, amortization debt discount of $13,420, depreciation and amortization of $7,653, a change in operating assets and liabilities of $36,739.

During the ~~period~~three months ended ~~March~~December 31, 2021, we did not generate positive cash flows from operating activities. For the three months end December 31, 2021, net cash flows used in operating activities was $139,908, consisting of a net loss of $251,721, reduced by an increase in stock -based compensation expenses of $173,077 and increased by gain on PPP loan of $24,148, and a change in operating assets and liabilities of $37,116.

Cash Flows from Investing Activities

During the three months ended December 31, 2022, the Company used cash for the purchased two vehicles for $67,039 and website development costs of $5,833.

The Company did not use any funds for investing activities during the three months ended December 31, 2021.

Cash Flows from Financing Activities

During the three months ended December 31, 2022, the Company generated $180,000 from the issuance of convertible notes and repaid $566 on the SBA loan..

During the three months ended December 31, 2021, the Company generated $100,000 from issuance of convertible notes and $36,200 from the SBA loan.

Going Concern

As of December 31, 2022, the Company had a net loss of ~~$1,092,807~~$721,008, accumulated deficit of $3,101,767 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company ~~reported net~~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 ~~used in operating activities~~requirements for the year ending September 30, 2023.

The ability of ~~$289,526 in the six months ended March 31, 2022, which was offset by an increase in cash of $802,450 during the period ended March 31, 2022, from financings and $70,361~~our Company to emerge from the ~~sale~~development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of ~~its learning subsidiaries.~~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 ~~entities~~Company’s ability to continue as a going concern.

~~Management plans include converting its convertible debt into the Company’s common stock in addition to raising equity capital.~~

The accompanying financial statements ~~of the Company~~ do not include any adjustments ~~relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities~~ that might ~~be necessary should~~result from the ~~Company be unable to continue as a going concern.~~outcome of this uncertainty.

Critical Accounting Policies and Estimates

~~The preparation of~~Our consolidated financial statements are prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States ~~of America requires~~(“GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expense during the reporting periods presented.

~~Recapitalization~~

On February 24, 2022, 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 of the Company for each outstanding share of DIA common stock. 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 accompanyingour consolidated financial statements and ~~footnotes has been retroactively restated~~accompanying notes. We believe our most critical accounting policies and estimates relate to ~~reflect~~ the ~~recapitalization.~~

~~Use of Estimates~~following:

	●	Revenue Recognition

	●	Stock-Based Compensation

	●	Income Taxes

	●	Financial Instruments

	●	Derivative Financial Instruments

~~The preparation of financial statements in accordance with GAAP requires management to make~~

While our estimates and assumptions ~~that affect~~are based on our knowledge of current events and actions we may undertake in the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, fair value of equity instruments. Actualfuture, actual results ~~could~~may ultimately differ from ~~those estimates as the current economic environment has increased the degree of uncertainty inherent in~~ these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to the Consolidated Financial Statements.

~~Accounts Receivable~~Revenue Recognition

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts 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 March 31, 2022 and September 30, 2021 are adequate, but actual write-offs could exceed the recorded allowance. During the year ended March 31, 2022, and September 30, 2021 the balances in the allowance for doubtful accounts was $0.

~~Revenue Recognition~~

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, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. During the ~~period~~three months ended ~~March~~December 31, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer.

Stock-Based Compensation

Income Taxes

Financial Instruments

Level 1

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

Level 2

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

~~(a) Disclosure Controls and Procedures~~

(a)

Evaluation of Disclosure Controls and Procedures

~~As of March 31, 2022, being the end of the period covered by this Report, we carried out~~Our Principal Executive Officer and Principal Financial Officer conducted an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of ~~the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Quarterly Report.~~

~~We maintain~~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”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”), pursuant to Rule 13a- 15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date,material weaknesses described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as ~~appropriate to allow timely decisions regarding required disclosure, due to~~of December 31, 2022. See material weaknesses discussed below in ~~our control environment and financial reporting process.~~Management’s Annual Report on Internal Control over Financial Reporting.

(b)

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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 (i) pertain to the maintenance of records that, in reasonable 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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were not effective as of December 31, 2022 due to the following identified material weaknesses:

●	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.

●	We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the 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.

●	We lack the necessary accounting 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.

Management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended December 31, 2022 are fairly stated, in all material respects, in accordance with GAAP.

(c)

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations Over Internal Controls

Management, including our ~~principal executive officer~~Principal Executive Officer and ~~principal financial officer,~~Principal Financial Officer, does not expect that ~~our Disclosure Controls~~disclosure controls and internal controls will prevent all errors and all fraud. A control system, 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 no resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that ~~judgments~~judgements in ~~decision- making~~decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management ~~or board~~ override of the ~~control.~~

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

~~Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~

~~(b) Management’s Quarterly Report on Internal Control over Financial Reporting~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Based on our evaluation under the framework described above, as of March 31, 2022, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;

~~2) inadequate segregation of duties consistent with control objectives; and~~

~~3) ineffective controls over period end financial disclosure and reporting processes.~~

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As of the date of this Quarterly Report, the Company does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting process will continue due to lack of available capital. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~(c) Change in Internal Control over Financial Reporting~~

There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock~~and Treasury Stock~~

On ~~February 24,~~October 17, 2022, the Company ~~recognized the equity of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041~~issued 250,000 shares of common stock ~~and 15,100 shares of treasury stock.~~valued at $15,000, for consulting services.

On ~~February 24,~~October 31, 2022, the Company issued ~~4,000,000~~1,000,000 shares of common stock ~~as a~~valued at $1,509 for commitment ~~fee~~fees in conjunction with the issuance of promissory note of $750,000.

~~Preferred Stock~~

On February 24, 2022, the Company issued 2,464,784 shares of Series A preferred stock to acquire all of the issued and outstanding common stock of DIA pursuant to the Share Exchange. In March 2022, the Company issued an additional 129,809 shares of Series A preferred stock to acquire an equal number of shares of common stock issued by DriveItAway, Inc., its wholly-owned subsidiary, upon the conversion of certain notes previously issued by DriveItAway, Inc.

~~Each share of Series A preferred stock is convertible into 33.94971 shares of common stock.~~

~~Warrants~~

On February 24, 2022, the Company issued 1,000,000 warrants in conjunction with the issuance of the promissory note to AJB Capital Investments, LLC. The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance.

~~The~~Except as otherwise noted, the securities in the transactions described above were ~~sold or~~ issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. All certificates evidencing the shares sold ~~or issued~~ bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. ~~The proceeds from these sales were used for general corporate purposes.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

			Incorporated by Reference		Filed or Furnished
Exhibit Number		Exhibit Description	Form	Exhibit		Filing Date	Herewith

31.1		Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					x
31.2		Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					x
~~32.1~~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.					x
~~32.2~~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					x
~~101.INS~~101	Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.	~~XBRL Instance Document~~					x
~~101.SCH~~104	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.	~~XBRL Taxonomy Extension Schema Document~~					x
~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~					x
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~					x
~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~					x
~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~					x

* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

SIGNATURES

Pursuant to the requirements 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.

Date: ~~August 23, 2022~~February 21, 2023	By:	/s/ John Possumato
		John Possumato, Chief Executive Officer
		(Principal Executive Officer)

Date: February 21, 2023	By:	/s/ Mike Elkin
		Mike Elkin, Chief Financial Officer
		(Principal Financial and Accounting Officer)


	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2022			2021			2022			2021

REVENUES
Insurance revenue	$	14,887		$	72,999		$	38,770		$	136,228
Rental revenue		29,799			175,752			64,297			329,325
Initial fee revenue		—			11,289			4,126			20,364
Miscellaneous Revenue		1,827			1,480			4,727			7,346
Vehicle owner share		(24,099	)		(153,627	)		(62,889	)		(295,885	)
Driver and dealer insurance cost		(11,385	)		(70,919	)		(27,385	)		(136,013	)
TOTAL REVENUES		11,029			36,974			21,646			61,365

COST OF GOODS SOLD		5,409			10,762			11,095			20,355
GROSS PROFIT (LOSS)		5,620			26,212			10,551			41,010

OPERATING EXPENSES
Salaries and payroll taxes		119,950			40,578			190,075			101,051
Professional fees		193,320			58,192			366,397			58,477
General and administrative		17,163			14,707			29,846			31,239
Software development		13,706			15,538			29,385			47,672
Selling expense		2,549			165			4,889			2,380
TOTAL OPERATING EXPENSES		346,688			129,180			620,592			240,819

OPERATING LOSS		(341,068	)		(102,968	)		(610,041	)		(199,809	)

OTHER INCOME (EXPENSE)
Loss on contingency liability		(400,000	)		—			(400,000	)		—
Gain on PPP loan forgiveness		—			—			24,148			—
Amortization debt discount		(87,683	)		—			(87,683	)		—
Interest expense		(11,481	)		(784	)		(16,940	)		(1,586	)
Interest expense - related parties		(859	)		(1,406	)		(2,296	)		(2,522	)
Interest income		5			—			5			—
TOTAL OTHER INCOME (EXPENSE)		(500,018	)		(2,190	)		(482,766	)		(4,108	)

LOSS BEFORE INCOME TAXES		(841,086	)		(105,158	)		(1,092,807	)		(203,917	)
Provision for income taxes		—			—			—			—
NET LOSS	$	(841,086	)	$	(105,158	)	$	(1,092,807	)	$	(203,917	)

NET LOSS PER SHARE:
Basic and diluted net loss per share	$	(0.12	)	$	—		$	(0.31	)	$	—
Basic and diluted weighted average number of common shares outstanding		7,086,416			—			3,504,272			—


	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		—		—		—		—		173,077		—			—			—			173,077
Net loss		—		—		—		—		—		—			—			(251,721	)		(251,721	)
Balance - December 31, 2021		2,300,000		230		—		—		592,870		—			—			(1,157,115	)		(564,015	)

Stock based compensation		—		—		—		—		115,384		—			—			—			115,384
Preferred stock issued for conversion of debt- related party		52,284		5		—		—		104,559		—			—			—			104,564
Preferred stock issued for conversion of debt		129,809		13		—		—		288,445		—			—			—			288,458
Preferred stock issued for exercise of stock option as stock-based compensation - related party		112,500		11		—		—		84,364		—			—			—			84,375
Reorganization		—		—		13,716,041		1,372		1,737,621		(15,100	)		(18,126	)		—			1,720,867
Common stock and warrant issued in connection with promissory note		—		—		4,000,000		400		344,296		—			—			—			344,696
Net loss		—		—				—		—		—			—			(841,086	)		(841,086	)
Balance - March 31, 2022		2,594,593	$	259		17,716,041	$	1,772	$	3,267,539		(15,100	)	$	(18,126	)	$	(1,998,201	)	$	1,253,243

Schedule of assets acquired and liabilities assumed
Consideration:
Convertible Preferred A stock	$	1,720,867

Assets acquired and liabilities assumed:
Cash		70,361
Note receivable		100,000
Accounts payable and accrued liabilities		(6,600	)
Total Goodwill	$	1,557,106