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 31,~~June 30, 2023

☐ 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~~ (Registrant’s telephone number, including area code)

_____________________n/a________________________

~~(Former~~ (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 ~~June 19,~~October 30, 2023, there were 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	710
Item 4.	Controls and Procedures	810

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	912
Item 1A.	Risk Factors	912
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	912
Item 3.	Defaults Upon Senior Securities	912
Item 4.	Mine Safety Disclosures	912
Item 5.	Other Information	912
Item 6.	Exhibits	1012

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DRIVEITAWAY HOLDINGS, INC.

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2023

		Page

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022		F-2

Condensed Consolidated Statements of Operations (Unaudited)		F-3

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

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

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

DriveItAway Holdings, Inc.

Condensed Consolidated Balance Sheets

~~(Unaudited)~~


							June 30,			September 30,
	March 31,			September 30,			2023			2022
	2023			2022			(Unaudited)
Assets
Current assets
Cash	$	14,919		$	127,109		$	3,791		$	127,109
Restricted cash		26,992			—			26,992			—
Accounts receivable, net		13,339			6,082			14,436			6,082
Prepaid expenses		14,470			10,498			1,804			10,498
Total current assets		69,720			143,689			47,023			143,689

Vehicles, net		200,447			149,428			192,326			149,428
Website development, net		14,516			—			13,159			—
Total Assets	$	284,683		$	293,117		$	252,508		$	293,117

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	251,412		$	198,065		$	307,170		$	198,065
Accrued liabilities		95,233			29,044			157,315			29,044
Accrued interest – related parties		626			—			2,522			—
SBA loan		3,955			5,840			4,285			5,840
Deferred revenue		6,369			2,101			8,152			2,101
Due to related party		25,080			80			25,080			80
Notes Payable								14,359			—
Promissory notes payable		11,923			—			12,500			—
Promissory notes payable - related parties		47,692			—			50,000			—
Convertible notes payable		821,909			750,000
Convertible notes payable in default								834,423			750,000
Derivative liability		166,633			115,009			118,908			115,009
Total Current Liabilities		1,430,832			1,100,139			1,534,714			1,100,139

SBA Loan - noncurrent		109,097			108,860			107,778			108,860
Convertible note payable - noncurrent, net		367,854			183,340			383,031			183,340
Notes payable - noncurrent								7,180			—
Total Liabilities		1,907,783			1,392,339			2,032,703			1,392,339

Commitments and Contingencies		—			—			—			—

Stockholders’ Deficit
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding		—			—			—			—
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 106,551,722 shares issued and 106,536,622 outstanding at March 31, 2023 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively		10,656			10,531
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 106,551,722 shares issued and 106,536,622 outstanding at June 30, 2023 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively								10,656			10,531
Additional paid in capital		1,305,516			1,289,132			1,305,516			1,289,132
Treasury stock, at cost - 15,100 shares at March 31, 2023 and September 30, 2022		(18,126	)		(18,126	)
Treasury stock, at cost - 15,100 shares at June 30, 2023 and September 30, 2022								(18,126	)		(18,126	)
Accumulated deficit		(2,921,146	)		(2,380,759	)		(3,078,241	)		(2,380,759	)
Total Stockholders’ Deficit		(1,623,100	)		(1,099,222	)		(1,780,195	)		(1,099,222	)
Total Liabilities and Stockholders’ Deficit	$	284,683		$	293,117		$	252,508		$	293,117

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

F-2

DriveItAway Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	March 31,						March 31,						June 30,						June 30,
	2023			2022			2023			2022			2023			2022			2023			2022
Revenues
Insurance revenue	$	14,625		$	14,887		$	24,621		$	38,770		$	9,409		$	5,922		$	34,030		$	44,692
Rental revenue		66,948			29,799			112,100			64,297			85,643			15,711			197,743			80,008
Initial fee revenue		—			—			—			4,126			—			—			—			4,126
Miscellaneous Revenue		—			1,827			1,695			4,727			—			2,727			1,695			7,454
Vehicle owner share		(374	)		(24,099	)		168			(62,889	)		(8,222	)		(11,424	)		(8,054	)		(74,313	)
Driver and dealer insurance cost		(14,199	)		(11,385	)		(23,501	)		(27,385	)		(8,825	)		(5,852	)		(32,326	)		(33,237	)
Total Revenues		67,000			11,029			115,083			21,646			78,005			7,084			193,088			28,730

Cost of Goods Sold		46,678			5,409			86,550			11,095			64,114			10,694			150,664			21,789
Gross Profit		20,322			5,620			28,533			10,551
Gross Profit (Loss)														13,891			(3,610	)		42,424			6,941

Operating Expenses
Salaries and payroll taxes		75,625			119,950			157,500			190,075			44,625			104,525			202,125			294,600
Professional fees		78,753			193,320			179,183			366,397			55,000			175,460			234,183			541,857
General and administrative		20,206			17,163			39,636			29,846			22,481			24,851			60,489			54,697
Software development		15,526			13,706			28,884			29,385			13,710			16,442			42,594			45,827
Selling expense		29,900			2,549			38,451			4,889			387			9,266			38,838			14,155
Total Operating Expenses		220,010			346,688			443,654			620,592			136,203			330,544			578,229			951,136

Operating Loss		(199,688	)		(341,068	)		(415,121	)		(610,041	)		(122,312	)		(334,154	)		(535,805	)		(944,195	)

Other income (expenses)
Other Income (Expenses)
Loss on contingency liability		—			(400,000	)		—			(400,000	)		—			(60,000	)		—			(460,000	)
Gain (loss) on change in fair value of derivative liability		451,459			—			(3,196	)		—
Gain on change in fair value of derivative liability														47,725			—			44,529			—
Gain on PPP loan forgiveness		—			—			—			24,148			—			—			—			24,148
Amortization debt discount		(28,555	)		(87,683	)		(41,975	)		(87,683	)		(30,576	)		(228,182	)		(72,551	)		(315,865	)
Interest expense		(41,969	)		(11,481	)		(79,469	)		(16,940	)		(50,036	)		(20,030	)		(131,133	)		(36,970	)
Interest expense - related parties		(626	)		(859	)		(626	)		(2,296	)		(1,896	)		—			(2,522	)		(2,296	)
Interest income		—			5			—			5			—			7			—			12
Total Other Income (Expense)		380,309			(500,018	)		(125,266	)		(482,766	)
Total Other (Expense)														(34,783	)		(308,205	)		(161,677	)		(790,971	)

Income (Loss) Before Income Tax		180,621			(841,086	)		(540,387	)		(1,092,807	)
Loss Before Income Tax														(157,095	)		(642,359	)		(697,482	)		(1,735,166	)
Provision for income taxes		—			—			—			—			—			—			—			—
Net Income (Loss)	$	180,621		$	(841,086	)	$	(540,387	)	$	(1,092,807	)
Net Loss													$	(157,095	)	$	(642,359	)	$	(697,482	)	$	(1,735,166	)

Net Loss Per Common Share
Basic net income (loss) per common share	$	0.00		$	(0.12	)	$	(0.01	)	$	(0.31	)
Diluted net loss per common share	$	(0.00	)	$	(0.12	)	$	(0.01	)	$	(0.31	)
Basic and diluted net loss per common share													$	0.00		$	(0.01	)	$	(0.01	)	$	(0.06	)
Basic and diluted weighted average number of common shares outstanding		106,536,622			7,086,416			106,349,809			3,504,272			106,536,622			87,135,481			106,412,080			31,381,342

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

F-3

DriveItAway Holdings, Inc.

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

(Unaudited)

For the ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2023

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 )

Net income — — — — — — 180,621 180,621
Balance - March 31, 2023 — 106,551,722 $ 10,656 $ 1,305,516 (15,100 ) $ (18,126 ) $ (2,921,146 ) $ (1,623,100 )


						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	)

Net income	—		—		—		—		—			—			180,621			180,621
Balance - March 31, 2023	—		106,551,722		10,656		1,305,516		(15,100	)		(18,126	)		(2,921,146	)		(1,623,100	)
Net loss	—		—		—		—		—			—			(157,095	)		(157,095	)
Balance – June 30, 2023	—		106,551,722	$	10,656	$	1,305,516		(15,100	)	$	(18,126	)	$	(3,078,241	)	$	(1,780,195	)

For the ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2022


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

Balance - September 30, 2021		2,300,000	$	230		—	$	—	$	419,793		—		$	—		$	(905,394	)	$	(485,371	)		2,300,000	$	230			—		$	—		$	419,793			—		$	—		$	(905,394	)	$	(485,371	)

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

Stock based compensation		—		—		—		—		115,384		—			—			—			115,384			—		—			—			—			115,384			—			—			—			115,384
Preferred stock issued for conversion of debt- related party		52,284		5		—		—		104,560		—			—			—			104,565			52,284		5			—			—			104,560			—			—			—			104,565
Preferred stock issued for conversion of debt		129,809		13		—		—		288,446		—			—			—			288,459			129,809		13			—			—			288,446			—			—			—			288,459
Preferred stock issued for exercise of stock option - related party		112,500		11		—		—		84,363		—			—			—			84,374			112,500		11			—			—			84,363			—			—			—			84,374
Reorganization		—		—		13,716,041		1,372		147,135		(15,100	)		(18,126	)		—			130,381			—		—			13,716,041			1,372			1,737,621			(15,100	)		(18,126	)		—			1,720,867
Common stock issued in connection with promissory note		—		—		4,000,000		400		64,874		—			—			—			65,274			—		—			4,000,000			400			344,296			—			—			—			344,696
Net loss		—		—				—		—		—			—			(841,086	)		(841,086	)		—		—						—			—			—			—			(841,086	)		(841,086	)
Balance - March 31, 2022		2,594,593	$	259		17,716,041	$	1,772	$	1,397,632		(15,100	)	$	(18,126	)	$	(1,998,201	)	$	(616,664	)
Balance – March 31, 2022																								2,594,593		259			17,716,041			1,772			3,267,539			(15,100	)		(18,126	)		(1,998,201	)		1,253,244

Conversion of preferred stock to common stock																								(2,594,593)		(259	)		88,085,681			8,809			(8,550	)		—			—			—			—
Cancellation of common shares against note receivable																								—		—			(500,000	)		(50	)		(99,950	)		—			—			—			(100,000	)
Debt discount recorded for warrants issued in connection with convertible notes																								—		—			—			—			7,912			—			—			—			7,912
Net loss																								—		—			—			—			—			—			—			(642,359	)		(642,359	)
Balance - June 30, 2022																								—	$	—			105,301,722		$	10,531		$	3,166,951			(15,100	)	$	(18,126	)	$	(2,640,560	)	$	518,796

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

DriveItAway Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended
March 31,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (540,387 ) $ (1,092,807 )
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP Loan Forgiveness — (24,148 )
Stock-based compensation 15,000 372,836
Loss on change in fair value of derivative liability 3,196 —
Amortization and depreciation 17,835 —
Loss on contingency liability — 400,000
Amortization of debt discount 41,975 87,683
Changes in operating assets and liabilities:
Prepaid expenses (14,470 ) —
Due to related party 25,000 6,377
Accounts receivable (7,257 ) 12,131
Deferred revenue 4,268 —
Accounts payable 53,347 (90,557 )
Accrued liabilities 66,189 38,959
Accrued interest- related party 626 —
Net Cash used in Operating Activities (334,678 ) (289,526 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Website development (5,833 ) —
Purchase of vehicles (67,039 ) —
Acquisition of subsidiary — 70,361
Net Cash provided by (used in) Investing Activities (72,872 ) 70,361

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory notes payable - related parties 50,000 —
Proceeds from convertible notes payable 261,500 766,250
Proceeds from promissory notes payable 12,500 —
Proceeds from the SBA Loan — 36,200
Repayment of SBA Loan (1,648 ) —
Net Cash provided by Financing Activities 322,352 802,450

Net change in cash and restricted cash (85,198 ) 583,285
Cash and restricted cash, beginning of period 127,109 9,774
Cash and restricted cash, end of period $ 41,911 $ 593,059

Supplemental cash flow information
Cash paid for interest $ 45,385 $ —
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
Common stock in connection with promissory note $ 1,509 —
Recognition of derivative liability as debt discount $ 48,428 $ —
Debt discount in connection with original issue discount $ 23,500 $ —
Prepaid expenses reclassified to website development $ 10,498 $ —

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

~~DriveItAway Holdings, Inc.~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~


	For the Nine Months Ended
	June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(697,482	)	$	(1,735,166	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP Loan Forgiveness		—			(24,148	)
Stock-based compensation		15,000			372,836
Gain on change in fair value of derivative liability		(44,529	)		—
Amortization and depreciation		27,313			4,645
Loss on contingency liability		—			460,000
Amortization of debt discount		72,551			315,865
Changes in operating assets and liabilities:
Prepaid expenses		(1,804	)		—
Due to related party		25,000			3,022
Accounts receivable		(8,354	)		15,359
Deferred revenue		6,051
Accounts payable		109,105			(23,508	)
Accrued liabilities		128,271			(5,420	)
Accrued liabilities- related party		2,522			—
Net Cash used in Operating Activities		(366,356	)		(616,515	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary		—			70,361
Website development		(5,833	)		—
Purchase of vehicles		(67,039	)		(126,406	)
Net Cash used in Investing Activities		(72,872	)		(56,045	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt		261,500			1,016,250
Proceeds from promissory debt		12,500			36,200
Proceeds from promissory debt - related parties		50,000			—
Proceeds from notes payable		35,982			—
Repayment of notes payable		(14,443	)		—
Repayment of SBA Loan		(2,637	)		—
Net Cash provided by Financing Activities		342,902			1,052,450

Net change in cash		(96,326	)		379,890
Cash, beginning of period		127,109			9,774
Cash, end of period	$	30,783		$	389,664

Supplemental cash flow information
Cash paid for interest	$	49,539		$	19,792

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
Common stock in connection with promissory note	$	1,509		$	—
Recognition of derivative liability as debt discount	$	48,428		$	—
Debt discount in connection with original issue discount notes	$	23,500		$	7,912
Conversion of preferred stock to common stock	$	—		$	8,809
Cancellation of common shares against note receivable	$	—		$	100,000
Prepaid expenses reclassified to website development	$	10,498		$	—

Note 1 – Organization, Description of Business and Going Concern

Nature of Organization

DriveItAway Holdings, Inc. (“~~DIA Holdings”~~DIA”, “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~~.www.driveitaway.com.

Going Concern

The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the period ended ~~March 31,~~June 30, 2023, the Company had a net loss of $~~540,387~~697,482 and cash used in operating activities of $~~334,678~~366,356. As of ~~March 31,~~June 30, 2023, the Company had an accumulated deficit of $~~2,921,146~~3,078,241. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

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 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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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~~nine months ended ~~March 31,~~June 30, 2023, 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, 2022, contained in the Company’s Form 10K, as filed on 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.

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 six months or less when acquired, to be cash equivalents. As of ~~March 31,~~June 30, 2023, and September 30, 2022, the Company had cash of $~~41,911~~30,783 and $127,109, which included restricted cash of $26,992 and $0, respectively and did not have any cash equivalents.

Restricted Cash

As of ~~March 31,~~June 30, 2023 and September 30, 2022, the Company had $26,992 and $0 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional fees.

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 31,~~June 30, 2023 and September 30, 2022 are adequate, but actual write-offs could exceed the recorded allowance. As of ~~March 31,~~June 30, 2023 and September 30, 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:

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

Level 3

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

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

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 (“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. 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.

DIA also 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.

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 ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022 of $~~38,451~~38,838 and $~~4,889~~14,155, 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.

Recent Accounting Pronouncements

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 3 – Vehicles

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

Schedule of vehicles
	March 31,			September 30,			June 30,			September 30,
	2023			2022			2023			2022
Vehicle costs	$	224,903		$	157,864		$	224,903		$	157,864
Accumulated depreciation		(24,456	)		(8,436	)		(32,577	)		(8,436	)
Vehicles, net	$	200,447		$	149,428		$	192,326		$	149,428

Depreciation expense for the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, was $~~16,021~~24,141 and $04,645, respectively. During the ~~six~~nine months ended ~~March 31,~~June 30, 2023 and 2022, wethe Company purchased vehicles of $67,039 and $0126,406, respectively.

Note 4 – Website Development

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

Schedule of website development
	March 31,			September 30,		June 30,			September 30,
	2022			2022		2023			2022
Website development costs	$	16,331		$	—	$	16,331		$	—
Accumulated depreciation		(1,815	)		—		(3,172	)		—
Website, net	$	14,516		$	—	$	13,159		$	—

Amortization expense for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, and 2022, was $~~1,815~~3,172 and $0, respectively. During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, and 2022, we incurred website development costs of $16,331and $0, respectively.

Note 5 – Equity

Authorized

The company has authorized 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~~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.

As of ~~March 31,~~June 30, 2023, and September 30, 2022, the Company had no shares of Series A Preferred stock outstanding.

During the ~~six~~nine months ended ~~March 31,~~June 30, 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.

Common Stock

During the ~~six~~nine months ~~ended March 31,~~ended June 30, 2023, the Company 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 7).

●

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 ~~six~~nine months ended ~~March 31,~~June 30, 2022, the Company had the following common stock activity:

●

On February 24, 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 shares of common stock and 15,100 shares of treasury stock, at a value of $1,720,867.


	●	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 a promissory note of $750,000.

	●	On April 20, 2022, the Company issued 88,085,681 shares of common stock as a result of the conversion of all outstanding shares of Series A Preferred Stock.

	●	In May 2022, 500,000 shares were returned for cancellation, to satisfy a note receivable in the amount of $100,000.

As of ~~March 31,~~June 30, 2023, and September 30, ~~2022,~~2022, the Company had 106,551,722 and 105,301,722 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 31,~~June 30, 2023 and September 30, 2022 the Company had 15,100 shares of treasury stock valued at $18,126.

Warrants

In November 2022, in conjunction with a private offering and the issuance of secured promissory notes of $200,000, the Company issued 100,000 warrants for $0.30 per share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options, therefore the warrants qualified for derivative accounting and were assigned a value of $3,794 which was recorded as a derivative liability and debt discount. The warrants expire in November 2027.

In February 2023, 1,000,000 warrants with exercise price of $0.05 were issued that expire on February 24, 2027 (4 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $21,469 which was recorded as a derivative liability and debt discount.

In March 2023, 125,000 warrants with exercise price of $0.05 were issued that expire on March 1, 2028 (5 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $3,835which was recorded as a derivative liability and debt discount.

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 interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note 8).

A summary of warrant activity during the ~~six~~nine months ended ~~March 31,~~June 30, 2023, is as follows:

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 1,225,000 $ 0.07 4.22
Exercised — $ — —
Expired — $ — —
Balance as of March 31, 2023 2,350,000 $ 0.07 4.01

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		1,225,000	$	0.18		4.58
	Exercised		—	$	—		—
	Expired		—	$	—		—
	Balance as of June 30, 2023		2,350,000	$	0.18		3.76

The intrinsic value of the warrants as of ~~March 31,~~June 30, 2023, is $0. All of the outstanding warrants are exercisable as of ~~March 31,~~June 30, 2023.

Note 6 – ~~Note~~Notes Payable

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 June 7, 2050. During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, and 2022, the Company paid principal of $~~1,648~~2,637 and $0 and interest of $~~1,218~~1,690 and $0, respectively. During the ~~six~~nine months ended ~~March 31,2023~~June 30, 2023 and 2022, the Company recorded interest expense of $~~2,134~~3,188 and $~~2,115~~3,187 on the SBA Loan, respectively. As of ~~March 31,~~June 30, 2023, and September 30, 2022, the outstanding principal of SBA Loan was $~~113,052~~112,063 and $114,700 and accrued interest on the SBA Loan was $~~9,091~~9,673 and $8,175, respectively.

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

Schedule of future aggregate maturities
Fiscal year ending September 30,		Amount
2023 (Remaining)	$	1,978
2024		3,955
2025		3,955
2026		3,955
2027		3,955
Thereafter		94,265
Total	$	112,063

Promissory Note Payable

In March 2023, the Company entered into a promissory note agreement with an investor for amount of $12,500 with interest bearing at 15% per annum, maturity date of 120 days from issuance and issuance of 25,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). During the nine months ended June 30,2023, the Company recorded interest expense of $313 and amortization of debt discount of $767. As of June 30, 2023, the debt discount recorded on the notes was $767, resulting in a note payable balance of $12,500. As of June 30, 2023, the Company owed accrued interest of $630. As of June 30, 2023, the Company had defaulted on the promissory note payable with aggregate outstanding principal of $12,500 and owed unpaid interest of $630.

Note Payable

In May 2023 the Company executed a note payable with a face amount of $35,982. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $35,982 (interest is $3,682 or approximately 10% of the note amount). The Company received net proceeds of $32,300. As of June 30, 2023, the Company has note payable balance of $21,539.

The following represents the future aggregate maturities as of June 30, 2023 of the Company’s $21,539 Note Payable:

Schedule of future aggregate maturities
Fiscal year ending September 30,		Amount
2023 (Remaining)	$	8,077
2024		13,462
Total	$	21,539

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%~~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”) of which 4,000,000 shares were issued at note inception and 1,000,000shares 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 include a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

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

On October 31, 2022, the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares,, recognizing the value of the shares and a debt discount of $1,509 (see Note 5).

On February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of note with amount of $85,000 in cash for payment to vendors, issuance 1,000,000 additional warrant (see Note 5) and extension maturity date of note to May 24, 2023. The Company determined the extension of cash and term met the conditions of a modification.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, the Company recorded interest expense of $~~46,888~~72,217, additional debt discount of $26,478, amortization of debt discount of $~~13,387~~25,902, a loss on change in fair value of derivative liability of $$(~~2,791~~272,161) for the guarantee and warrants and repaid $31,042 of interest. As of ~~March 31,~~June 30, 2023, the derivative liability was $~~73,953~~52,062 and the debt discount recorded on the note was $~~13,091~~576, resulting in a note payable balance of $~~821,909~~834,423. As of ~~March 31,~~June 30, 2023, ~~and September 30, 2022,~~ the Company ~~owed~~ had defaulted on the convertible notes payable with aggregate outstanding principal of $$835,000 ~~and $750,000~~, and owed unpaid interest of $~~17,601~~42,930 ~~and $1,755, respectively.~~.

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 U.S. Escrow Services Corporation and Kevin Leach, 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 Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $~~200,000~~$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 ~~six~~nine months ended ~~March 31,~~June 30, 2023, the Company recorded interest expense of $~~30,291~~47,354, paid interest of $13,125and amortization of debt discount of $~~27,637~~42,814. As of ~~March 31,~~June 30, 2023, and September 30, 2022, the debt discount recorded on the notes was $~~82,147~~66,970 and $66,660, resulting in a note payable balance of $~~367,854~~383,031 and $183,340, respectively. As of ~~March 31,~~June 30, 2023, and September 30, 2022, the Company owed accrued interest of $~~28,749~~45,812 and $11,583, respectively.

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

Schedule of future aggregate maturities
Fiscal year ending September 30,		Amount
2023 (Remaining)	$	999,128
2024		218,326
Total	$	1,217,454

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.

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 ~~March 31,~~June 30, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the ~~six~~nine months ended ~~March 31,~~June 30, 2023, and year ended September 30, 2022:

Schedule of defined benefit plan, assumptions
	Six Months Ended	Year Ended	Nine months ended	Year Ended
	March 31,	September 30,	June 30,	September 30,
	2023	2022	2023	2022
Expected term	1.18 - 5.00 years	1.68 - 5.00 years	0.93 - 5.00 years	1.68 - 5.00 years
Expected average volatility	105% - 143%	109% - 117%	105% - 159%	109% - 117%
Expected dividend yield	—	—	—	—
Risk-free interest rate	3.60% - 4.64%	1.73% - 4.25%	3.60% - 4.64%	1.73% - 4.25%

The following table summarizes the changes in the derivative liabilities during the ~~six~~nine months ended ~~March 31,~~June 30, 2023:

Schedule of derivative liabilities
Derivative liability balance - September 30, 2022 $ 115,009
Addition of new derivatives recognized as debt discounts 48,428
Loss on change in fair value of the derivative 3,196
Derivative liability balance – March 31, 2023 $ 166,633

Schedule of defined benefit plan, assumptions
Derivative liability balance - September 30, 2022	$	115,009
Addition of new derivatives recognized as debt discounts		48,428
Gain on change in fair value of the derivative		(44,529	)
Derivative liability balance – June 30, 2023	$	118,908

Note 9 – Related Party Transactions

In the normal course of business, the Company’s management team or their affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to cover operating expenses.

During the ~~six~~nine months ended ~~March 31,2023~~June 30,2023 and 2022, the Company’s related party advanced $25,000and $0. As of ~~March 31,~~June 30, 2023 and September 30, 2022, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand, in the amount of $25,080and $80, respectively.

In March 2023, the Company entered into three promissory note agreements with three related parties for a total of $50,000 with interest bearing at 15% per annum, maturity date of 120 days from issuance and issuance of 100,000 warrants with exercise price of $~~0.05~~$0.05 that expire on March 1, 2028 (5 year). During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, the Company recorded interest expense of $~~626~~2,522 and amortization of debt discount of $~~761~~3,068. As of ~~March 31,~~June 30, 2023, the debt discount recorded on the notes was $~~2,308~~0, resulting in a note payable balance of $~~47,692~~50,000. As of ~~March 31,~~June 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $50,000 and owed ~~accrued~~unpaid interest of $~~626~~2,522.

Note 10 – ~~Promissory Notes Payable~~

~~In March 2023, the Company entered into a promissory note agreement with an investor for amount of $12,500~~ ~~with interest bearing at~~ 15~~% per annum, maturity date of 120 days from issuance and issuance of~~ ~~25,000~~ ~~warrants with exercise price of $0.05~~ ~~that expire on~~ ~~March 1, 2028~~ (5 ~~year). During the six months ended March 31,2023, the Company recorded interest expense of $156~~ ~~and amortization of debt discount of $190. As of March 31, 2023, the debt discount recorded on the notes was $577, resulting in a note payable balance of $11,923. As of March 31, 2023, the Company owed accrued interest of $156~~.

~~Note 11~~ - Net Income (Loss) per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of convertible notes that would have been antidilutive in the application of the if-converted method.

For the ~~six~~three and nine months ended ~~March 31,~~June 30, 2023 and 2022, 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.

Schedule of anti dilutive securities excluded from the computation of earning per share
Six Months Ended
March 31,
2023 2022
Shares Shares
Series A Convertible Preferred Stock — 88,085,681
Convertible notes 25,002,044 —
Warrants 2,350,000 2,882,793
27,352,044 90,968,474

~~For the three months ended March 31, 2023, the computation of diluted net loss per share as follows:~~

Schedule of computation of diluted net loss per share
Three Months Ended
March 31,
2023
Numerator:
Net income (loss) $ 180,621
Gain on change in fair value of derivatives (451,459 )
Amortization debt discount 28,555
Net loss - diluted $ (242,283 )

Denominator:
Weighted average common shares outstanding 106,536,622
Effect of dilutive shares 25,002,044
Diluted 131,538,666

Net income (loss) per common share:
Basic $ 0.00
Diluted $ (0.00 )

Schedule of anti dilutive securities excluded from the computation of earning per share
	Three and Nine months ended
	June 30,
	2023		2022

Series A Convertible Preferred Stock		—		88,085,681
Convertible notes		25,002,044		—
Warrants		2,350,000		2,882,793
		27,352,044		90,968,474

Note 1211 – Subsequent Events

Management has evaluated 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.

F-22

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”.

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 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.

RESULTS OF OPERATIONS

For the ~~six~~nine months ended ~~March 31,~~June 30, 2023, compared to the ~~six~~nine months ended ~~March 31,~~June 30, 2022

Our operating results for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, and 2022 are summarized as follows:

	Six Months Ended												Nine months ended
	March 31,												June 30,
	2023			2022			Change			%			2023			2022			Change			%
Revenues	$	115,083		$	21,646		$	93,437			432	%	$	193,088		$	28,730		$	164,358			572	%
Cost of revenue		86,550			11,095			75,455			680	%		150,664			21,789			128,875			590	%
Gross Profit		28,533			10,551			17,982			170	%		42,424			6,941			35,483			515	%
Gross Profit Percentage		25	%		49	%								22	%		24	%

Operating expense		443,654			620,592			(176,938	)		(29	%)		578,229			951,136			(372,907	)		(39	%)
Other expense		125,266			482,766			(357,500	)		(74	%)		161,677			790,971			(629,294	)		(80	%)
Net loss	$	(540,387	)	$	(1,092,807	)	$	552,420			(51	%)	$	(697,482	)	$	(1,735,166	)	$	1,037,684			(60	%)

Revenues for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, increased ~~$93,437,~~$164,358, from ~~$21,646~~$28,730 for the period ending ~~March 31,~~June 30, 2022, to ~~$115,083~~$193,088 for the period ending ~~March 31,~~June 30, 2023. 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 car shortage resulting from supply chain disruptions 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.

We anticipate that, in ~~2023~~2024 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 ~~six~~nine months ended ~~March 31,~~June 30, 2023, increased ~~$75,455,~~$128,875, from ~~$11,095~~$21,789 for the period ending ~~March 31,~~June 30, 2022, to ~~$86,550~~$150,664 for the period ending ~~March 31,~~June 30, 2023. This was primarily due to one-time fees in preparing a sublease car for rental, including telematics product and installation fees, pick up and transport fees, etc. In general, each time a new vehicle is introduced on our platform, there are fees associated with the initial preparation.

Operating expenses for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, decreased ~~$176,938~~$372,907 as compared to the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The decrease was primarily attributable to a decrease in professional fees of ~~$187,214~~$307,674 and salaries and payroll taxes of ~~$32,575,~~$92,475, however, we had an increase in selling expenses of ~~$33,562~~$24,683 and other operating expenses of ~~$9,289.~~$2,559.

Loss from operations was ~~$415,121~~$535,805 for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, as compared to ~~$610,041~~$944,195 for the ~~six~~nine months ended ~~March 31,~~June 30, 2022. The decrease of ~~$194,920~~$408,390 was largely attributable to the change in operating expenses of ~~$176,938~~$372,907 and an increase in gross profit of ~~$17,982.~~$35,483.

Other expenses for the ~~six~~nine months ended ~~March 31,~~June 30, 2023, were ~~$125,266,~~$161,677, as compared to ~~$482,766~~$790,971 for the ~~six~~nine months ended ~~March 31,~~June 30, 2022. For the ~~six~~nine months ended ~~March 31,~~June 30, 2023, we incurred a ~~loss~~gain on change in fair value of derivative of ~~$3,196,~~$44,529, amortization of debt discounts on our convertible notes of ~~$41,975,~~$72,551 interest expense of ~~$79,469~~$131,133 and interest expenses -related parties of ~~$626.~~$2,522. For ~~six~~nine months ended ~~March 31,~~June 30, 2022, we incurred a loss on contingency liability of ~~$400,000,~~$460,000, amortization debt discount on our convertible notes of ~~$87,683,~~$315,865, interest expenses of ~~$16,940,~~$36,970, interest expenses -related parties of $2,296 and a gain on forgiveness of the Paycheck Protection (PPP) loan of $24,148 and interest income of ~~$5.~~$12.

For the three months ended ~~March 31,~~June 30, 2023, compared to the three months ended ~~March 31,~~June 30, 2022

Our operating results for the three months ended ~~March 31,~~June 30, 2023, and 2022 are summarized as follows:

	Three Months Ended												Three Months Ended
	March 31,												June 30,
	2023			2022			Change			%			2023			2022				Change			%
Revenues	$	67,000		$	11,029		$	55,971			507	%	$	78,005		$	7,084			$	70,921			1001	%
Cost of revenue		46,678			5,409			41,269			763	%		64,114			10,694				53,420			497	%
Gross Profit		20,322			5,620			14,702			262	%		13,891			(3,610	)			17,501			(492	)%
Gross Profit Percentage		30	%		51	%								18	%		(51	%	)

Operating expense		220,010			346,688			(126,678	)		(37	%)		136,203			330,544				(194,341	)		(59	%)
Other (income) expense		(380,309	)		500,018			(880,327	)		(176	%)		34,783			308,205				(273,422	)		(88	%)
Net income (loss)	$	180,621		$	(841,086	)	$	1,021,707			(121	%)	$	(157,095	)	$	(642,359	)		$	485,264			(75	%)

Revenues for the three months ended ~~March 31,~~June 30, 2023, increased ~~$55,971,~~$70,921, from ~~$11,029,~~$7,084, for the period ending ~~March 31,~~June 30, 2022, to ~~$67,000~~$78,005 for the period ending ~~March 31,~~June 30, 2023. 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 car shortage resulting from supply chain disruptions 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.

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 ~~March 31,~~June 30, 2023, increased ~~$41,269,~~$53,420, from ~~$5,409~~$10,694 for the period ending ~~March 31,~~June 30, 2022, to ~~$46,678~~$64,114 for the period ending ~~March 31,~~June 30, 2023. This was primarily due to one-time fees in preparing a sublease car for rental, including telematics product and installation fees, pick up and transport fees, etc. In general, each time a new vehicle is introduced on our platform, there are fees associated with the initial preparation.

Operating expenses for the three months ended ~~March 31,~~June 30, 2023, decreased ~~$126,678~~$194,341 as compared to the three months ended ~~March 31,~~June 30, 2022. The decrease was primarily attributable to a decrease in professional fees of ~~$114,567 and~~$120,460, salaries and payroll taxes of ~~$44.325, however, we had an increase~~$59,900, and in other operating expenses of ~~$32,214.~~$13,981.

Loss from operations was ~~$199,688~~$122,312 for the three months ended ~~March 31,~~June 30, 2023, as compared to ~~$341,068~~$334,154 for the three months ended ~~March 31,~~June 30, 2022. The decrease of ~~$141,380~~$211,842 was largely attributable to the change in operating expenses of ~~$126,678~~$194,341 and an increase in gross profit of ~~$14,702.~~$17,501.

Other ~~income~~expenses for the three months ended ~~March 31,~~June 30, 2023, was ~~$380,309,~~$34,783 as compared to other expenses of ~~$500,018~~$308,205 for the three months ended ~~March 31,~~June 30, 2022. For the three months ended ~~March 31,~~June 30, 2023, we incurred a gain on change in fair value of derivative of ~~$451,459,~~$47,725, amortization of debt discounts on our convertible notes of ~~$28,555,~~$30,576, interest expense of ~~$41,969~~$50,036 and interest expenses - related parties of ~~$626.~~$1,896. For the three months ended ~~March 31,~~June 30, 2022, we incurred a loss on contingency liability of ~~$400,000,~~$60,000, amortization debt discount on our convertible notes of ~~$87,683,~~$228,182, interest expenses of ~~$11,481, interest expenses - related parties of $859~~$20,030, and interest income of ~~$5.~~$7.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company as of ~~March 31,~~June 30, 2023, and September 30, 2022.

Working Capital

	March 31,			September 30,									June 30,			September 30,
	2023			2022			Change			%			2023			2022			Change			%
Cash and restricted cash	$	41,911		$	127,109		$	(85,198	)		(67	%)	$	30,783		$	127,109		$	(96,326	)		(76	%)

Current assets	$	69,720		$	143,689		$	(73,969	)		(51	%)	$	47,023		$	143,689		$	(96,666	)		(67	%)
Current liabilities		1,430,832			1,100,139			330,693			30	%		1,534,714			1,100,139			434,575			40	%
Working capital (deficiency)	$	(1,361,112	)	$	(956,450	)	$	(404,662	)		42	%	$	(1,487,691	)	$	(956,450	)	$	(531,241	)		57	%

As of ~~March 31,~~June 30, 2023, our working capital decreased ~~$404,662~~$531,241 as compared to September 30, 2022. This was primarily attributable to a reduction in cash of ~~$85,198,~~$96,326, reduction in current assets of ~~$73,969,~~$96,666, and an increase in current liabilities of ~~$330,693~~$434,575 as of ~~March 31,~~June 30, 2023, as compared to September 30, 2022. Our current liabilities increased as a result of ~~derivative liabilities increasing $51,624,~~ convertible notes payable increasing ~~$71,909,~~$84,423, promissory notes payable - related parties increasing ~~$47,692,~~$50,000, promissory notes payable increasing ~~$11,923,~~$12,500, due to related parties increasing $25,000, deferred revenue increasing ~~$4,268,~~$6,051, accounts payable and accrued liabilities increasing ~~$119,536,~~$237,376, notes payable increasing $14,539, derivative liability increasing $3,899 and accrued interest – related parties increasing ~~$626,~~$2,522, all of which was offset by a decrease in the SBA loan of ~~$1,885.~~

$1,555.

Cash Flow Data:

	Six Months Ended									Nine months ended
	March 31,									June 30,
	2023			2022			Change			2023			2022			Change
Cash used in operating activities	$	(334,678	)	$	(289,526	)	$	(45,152	)	$	(366,356	)	$	(616,515	)	$	(250,159	)
Cash provided by (used in) investing activities	$	(72,872	)	$	70,361		$	(143,233	)
Cash used in investing activities										$	(72,872	)	$	(56,045		$	(16,827	)
Cash provided by financing activities	$	322,352		$	802,450		$	(480,098	)	$	342,902		$	1,052,450		$	(709,548	)
Net Change in Cash and Restricted Cash	$	(85,198	)	$	583,285		$	(668,483	)	$	(96,326	)	$	379,890		$	(476,216	)

Cash Flows from Operating Activities

During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, we did not generate positive cash flows from operating activities. For the ~~six~~nine months ended ~~March 31,~~June 30, 2023, net cash flows used in operating activities was ~~$334,678,~~$366,356, consisting of a net loss of ~~$540,387, reduced~~$697,482, increased by a ~~loss~~gain on change in derivative liability of ~~$3,196,~~$44,529, and reduced by stock-based compensation expenses of $15,000, amortization debt discount of ~~$41,975,~~$72,551, depreciation and amortization of ~~$17,836,~~$27,313, a change in operating assets and liabilities of ~~$127,703.~~$260,791.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022, we did not generate positive cash flows from operating activities. For the ~~six~~nine months ~~end March 31,~~ended June 30, 2022, net cash flows used in operating activities was ~~$289,526,~~$616,515, consisting of a net loss of ~~$1,092,807,~~$1,735,166, reduced by ~~an increase in stock - based~~stock-based compensation expenses of $372,836, loss on contingency liability of ~~$400,000,~~$460,000, amortization of debt discount of ~~$87,683~~$315,865, depreciation of $4,645, and increased by gain on PPP loan forgiveness of $24,148 and a change in ~~operating assets and liabilities~~working capital of ~~$33,090.~~$10,547.

Cash Flows from Investing Activities

During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, the Company used cash for the purchased two vehicles for $67,039 and website development costs of $5,833.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022, the Company ~~received~~generated cash of $70,361 ~~of cash for an~~from the acquisition of a ~~subsidiary.~~subsidiary and purchased three vehicles for $126,406.

Cash Flows from Financing Activities

During the ~~six~~nine months ended ~~March 31,~~June 30, 2023, the Company generated $261,500 from the issuance of convertible notes, $50,000 from the issuance of promissory notes - related parties, $12,500 from issuance of promissory notes, $35,982 from the issuance of notes payable, repaid $14,443 on the notes payable and repaid ~~$1,648~~$2,637 on the SBA loan.

During the ~~six~~nine months ended ~~March 31,~~June 30, 2022, the Company generated ~~$766,250~~$1,016,250 from issuance of convertible notes and $36,200 from ~~the~~ SBA loan.

Going Concern

As of ~~March 31,~~June 30, 2023, the Company had a net loss of ~~$540,387,~~$697,482, accumulated deficit of ~~$2,921,146~~$3,078,241 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2023.

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

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:

	●	Revenue Recognition

	●	Stock-Based Compensation

	●	Income Taxes

	●	Financial Instruments

	●	Derivative Financial Instruments

While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from 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.

Revenue Recognition

Stock-Based Compensation

The Company recognizes compensation expenses 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

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)

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of ~~March 31,~~June 30, 2023. See material weaknesses discussed below in 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 ~~March 31,~~June 30, 2023, 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 ~~March 31,~~June 30, 2023 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 ~~March 31,~~June 30, 2023 are fairly stated, in all material respects, in accordance with GAAP.

(c)

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~March 31,~~June 30, 2023, 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 and Principal Financial Officer, does not expect that 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 judgements in decision-making can be faulty, and that breakdowns can occur because of 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 override of the controls.

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

None.

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*	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*	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	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.				x
104	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.				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: ~~June 20,~~October 30, 2023	By:	/s/ John Possumato
		John Possumato, Chief Executive Officer
		(Principal Executive Officer)

Date: ~~June 20,~~October 30, 2023	By:	/s/ Mike Elkin
		Mike Elkin, Chief Financial Officer
		(Principal Financial and Accounting Officer)

1114


	Six Months Ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(540,387	)	$	(1,092,807	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP Loan Forgiveness		—			(24,148	)
Stock-based compensation		15,000			372,836
Loss on change in fair value of derivative liability		3,196			—
Amortization and depreciation		17,835			—
Loss on contingency liability		—			400,000
Amortization of debt discount		41,975			87,683
Changes in operating assets and liabilities:
Prepaid expenses		(14,470	)		—
Due to related party		25,000			6,377
Accounts receivable		(7,257	)		12,131
Deferred revenue		4,268			—
Accounts payable		53,347			(90,557	)
Accrued liabilities		66,189			38,959
Accrued interest- related party		626			—
Net Cash used in Operating Activities		(334,678	)		(289,526	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Website development		(5,833	)		—
Purchase of vehicles		(67,039	)		—
Acquisition of subsidiary		—			70,361
Net Cash provided by (used in) Investing Activities		(72,872	)		70,361

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory notes payable - related parties		50,000			—
Proceeds from convertible notes payable		261,500			766,250
Proceeds from promissory notes payable		12,500			—
Proceeds from the SBA Loan		—			36,200
Repayment of SBA Loan		(1,648	)		—
Net Cash provided by Financing Activities		322,352			802,450

Net change in cash and restricted cash		(85,198	)		583,285
Cash and restricted cash, beginning of period		127,109			9,774
Cash and restricted cash, end of period	$	41,911		$	593,059

Supplemental cash flow information
Cash paid for interest	$	45,385		$	—
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
Common stock in connection with promissory note	$	1,509			—
Recognition of derivative liability as debt discount	$	48,428		$	—
Debt discount in connection with original issue discount	$	23,500		$	—
Prepaid expenses reclassified to website development	$	10,498		$	—

Schedule of derivative liabilities
Derivative liability balance - September 30, 2022	$	115,009
Addition of new derivatives recognized as debt discounts		48,428
Loss on change in fair value of the derivative		3,196
Derivative liability balance – March 31, 2023	$	166,633