DriveItAway (DWAY) 10-Q 23 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Mar. 31, 2022	Aug. 22, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--09-30
Entity File Number	000-52883
Entity Registrant Name	DRIVEITAWAY HOLDINGS, INC.
Entity Central Index Key	0001394638
Entity Tax Identification Number	20-4456503
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3401 Market Street
Entity Address, Address Line Two	Suite 200/201
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	(856)
Local Phone Number	577-2763
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		105,286,622

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2022	Sep. 30, 2021
Current Assets
Cash	$ 593,059	$ 9,774
Accounts receivable, net	9,324	21,455
Notes receivable	100,000
Total Current Assets	702,383	31,229
Goodwill	1,557,106
Total Assets	2,259,489	31,229
Current Liabilities
Accounts payable	60,264	150,821
SBA loan	9,431	6,128
PPP loan		23,750
Due to related party	4,081	7,268
Accrued liabilities	42,964	11,261
Convertible notes payable - related parties		30,000
Convertible notes payable	384,237
Total Current Liabilities	500,977	229,228
SBA loan - noncurrent	105,269	72,372
Convertible notes payable -noncurrent		150,000
Convertible notes payable -related parties - noncurrent		65,000
Total Liabilities	606,246	516,600
Commitments and Contingencies (Note 8)	400,000
Stockholders’ Equity (Deficit)
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 2,594,593 and 2,300,000 shares issued and outstanding at March 31, 2022 and September 30, 2021	259	230
Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 17,716,041 shares issued and 17,700,941 shares outstanding as of March 31, 2022 and 0 shares issued and outstanding as of September 30, 2021	1,772
Additional paid in capital	3,267,539	419,793
Treasury stock, at cost - 15,100 and 0 shares at March 31, 2022 and September 30, 2021	(18,126)
Accumulated deficit	(1,998,201)	(905,394)
Total Stockholders’ Equity (Deficit)	1,253,243	(485,371)
Total Liabilities and Stockholders’ Equity (Deficit)	$ 2,259,489	$ 31,229

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	2,594,593	2,300,000
Preferred stock, outstanding	2,594,593	2,300,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	17,716,041	0
Common stock, outstanding	17,700,941	0
Treasury stock, shares	15,100	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
REVENUES
TOTAL REVENUES	$ 11,029	$ 36,974	$ 21,646	$ 61,365
COST OF GOODS SOLD	5,409	10,762	11,095	20,355
GROSS PROFIT (LOSS)	5,620	26,212	10,551	41,010
OPERATING EXPENSES
Salaries and payroll taxes	119,950	40,578	190,075	101,051
Professional fees	193,320	58,192	366,397	58,477
General and administrative	17,163	14,707	29,846	31,239
Software development	13,706	15,538	29,385	47,672
Selling expense	2,549	165	4,889	2,380
TOTAL OPERATING EXPENSES	346,688	129,180	620,592	240,819
OPERATING LOSS	(341,068)	(102,968)	(610,041)	(199,809)
OTHER INCOME (EXPENSE)
Loss on contingency liability	(400,000)		(400,000)
Gain on PPP loan forgiveness			24,148
Amortization debt discount	(87,683)		(87,683)
Interest expense	(11,481)	(784)	(16,940)	(1,586)
Interest expense - related parties	(859)	(1,406)	(2,296)	(2,522)
Interest income	5		5
TOTAL OTHER INCOME (EXPENSE)	(500,018)	(2,190)	(482,766)	(4,108)
LOSS BEFORE INCOME TAXES	(841,086)	(105,158)	(1,092,807)	(203,917)
Provision for income taxes
NET LOSS	$ (841,086)	$ (105,158)	$ (1,092,807)	$ (203,917)
NET LOSS PER SHARE:
Basic and diluted net loss per share	$ (0.12)		$ (0.31)
Basic and diluted weighted average number of common shares outstanding	7,086,416		3,504,272
Insurance Revenue [Member]
REVENUES
TOTAL REVENUES	$ 14,887	$ 72,999	$ 38,770	$ 136,228
Rental Revenue [Member]
REVENUES
TOTAL REVENUES	29,799	175,752	64,297	329,325
Initial Fee Revenue [Member]
REVENUES
TOTAL REVENUES		11,289	4,126	20,364
Miscellaneous [Member]
REVENUES
TOTAL REVENUES	1,827	1,480	4,727	7,346
Vehicle Owner Share [Member]
REVENUES
TOTAL REVENUES	(24,099)	(153,627)	(62,889)	(295,885)
Driver And Dealer Insurance Cost [Member]
REVENUES
TOTAL REVENUES	$ (11,385)	$ (70,919)	$ (27,385)	$ (136,013)

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)(Unaudited) - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Balance - December 31, 2020 at Sep. 30, 2020	$ 200		$ 10,410		$ (229,710)	$ (219,100)
Beginning balance, shares at Sep. 30, 2020	2,000,000
Net loss					(98,759)	(98,759)
Balance - March 31, 2021 at Dec. 31, 2020	$ 200		10,410		(328,469)	(317,859)
Ending balance, shares at Dec. 31, 2020	2,000,000
Preferred stock issued for services	$ 30		57,663			57,693
Preferred stock issued for services, shares	300,000
Net loss					(105,158)	(105,158)
Balance - March 31, 2021 at Mar. 31, 2021	$ 230		68,073		(433,627)	(365,324)
Ending balance, shares at Mar. 31, 2021	2,300,000
Balance - December 31, 2020 at Sep. 30, 2021	$ 230		419,793		(905,394)	(485,371)
Beginning balance, shares at Sep. 30, 2021	2,300,000
Treasury Stock, Beginning Balance shares at Sep. 30, 2021
Stock based compensation			173,077			173,077
Net loss					(251,721)	(251,721)
Balance - March 31, 2021 at Dec. 31, 2021	$ 230		592,870		(1,157,115)	(564,015)
Ending balance, shares at Dec. 31, 2021	2,300,000
Treasury Stock, Ending Balance shares at Dec. 31, 2021
Stock based compensation			115,384			115,384
Preferred stock issued for conversion of debt- related party	$ 5		104,559			104,564
Preferred stock issued for conversion of debt- related party, shares	52,284
Preferred stock issued for conversion of debt	$ 13		288,445			288,458
Preferred stock issued for conversion of debt, shares	129,809
Preferred stock issued for exercise of stock option as stock-based compensation - related party	$ 11		84,364			84,375
Preferred stock issued for exercise of stock option as stock based compensation - related party, shares	112,500
Reorganization		$ 1,372	1,737,621	$ (18,126)		1,720,867
Reorganization, shares		13,716,041		(15,100)
Common stock and warrant issued in connection with promissory note		$ 400	344,296			344,696
Common stock and warrant issued in connection with promissory note, shares		4,000,000
Net loss					(841,086)	(841,086)
Balance - March 31, 2021 at Mar. 31, 2022	$ 259	$ 1,772	$ 3,267,539	$ (18,126)	$ (1,998,201)	$ 1,253,243
Ending balance, shares at Mar. 31, 2022	2,594,593	17,716,041
Treasury Stock, Ending Balance shares at Mar. 31, 2022				(15,100)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,092,807)	$ (203,917)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP loan forgiveness	(24,148)
Stock-based compensation expense	372,836	57,693
Loss on contingency liability	400,000
Amortization of debt discount	87,683
Changes in operating assets and liabilities:
Accounts receivable	12,131	897
Due to related party	6,377	2,521
Accounts payable	(90,557)	56,298
Accrued liabilities	38,959	8,302
Net Cash used in Operating Activities	(289,526)	(78,206)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary	70,361
Net Cash used in Investing Activities	70,361
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from convertible note payable - related parties		65,000
Proceeds from convertible notes payable	766,250
Proceeds from the SBA loan	36,200
Net Cash provided by Financing Activities	802,450	65,000
Net change in cash	583,285	(13,206)
Cash, beginning of period	9,774	28,975
Cash, end of period	593,059	15,769
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash Investing and Financing transactions:
Preferred stock issued for conversion of debt -related party	104,564
Preferred stock issued for conversion of debt	288,458
Common stock and warrant issued in connection with promissory note	$ 344,696

Nature of Organization and Summ

Nature of Organization and Summary of Significant Accounting Policies	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Organization and Summary of Significant Accounting Policies	Note 1 - Nature of Organization and Summary of Significant Accounting Policies Nature of Organization DriveItAway Holdings, Inc. (“DIA Holdings”, “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 . Share Exchange and Reorganization On February 24, 2022 (the “Effective Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. (“DIA”) executed an Agreement and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). At the closing, the Company agreed to issue one share of Series A Preferred for each share of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders converted their notes prior to December 31, 2022. All of the holders of the convertible notes of DIA agreed to convert their notes in March 2022, and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion. A total of 2,594,593 Recapitalization For financial accounting purposes, this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and (“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 months ended March 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2021, contained in the Company’s Form 8-K/A, exhibit 99.1, as filed on February 24, 2022. Basis of Consolidation The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation. Fiscal year The Company operates on a September 30 fiscal year-end. Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of March 31, 2022 and September 30, 2021 the Company had cash of $ 593,059 9,774 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, 2022 and September 30, 2021 are adequate, but actual write-offs could exceed the recorded allowance. During the year ended March 31, 2022, and September 30, 2021 the balances in the allowance for doubtful accounts was $ 0 Revenue Recognition The Company’s revenue is recognized in accordance with Accounting Standards Codification(“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. During the period ended March 31, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer. 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 - DIA also generate miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis as it is a monthly service. The Company’s Cost of Goods sold consists of 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. Stock-Based Compensation The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate. Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. Net Loss per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the periods ended March 31, 2022 and 2021, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. For the six months ended March 31, 2022, and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. Schedule of antidilutive securities excluded from computation of earnings per share March 31, March 31, 2022 2021 Series A Convertible Preferred Stock 88,085,681 78,084,333 Convertible notes — 17,207 Warrants 2,882,793 — Stock options — 300,000 90,968,474 78,401,540 Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 1, 2021, the Company adopted this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

Going Concern

Going Concern	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern During the six months ended March 31, 2022, the Company had a net loss of $ 1,092,807 289,526 802,450 70,361 Management plans include converting its Convertible Debt into the Company’s Common Stock in addition to raising equity capital. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 – Related Party Transactions Related Party Convertible Notes Payable On September 13, 2019, the Company issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company’s CEO, for $ 30,000 25,000 15,000 December 24, 2022 6 1,000,000 During the six months ended March 31, 2022 and 2021, the Company recorded interest expense of $ 2,296 2,522 At the closing of the Share Exchange on February 24, 2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal and interest of $ 104,564 52,284 52,284

Goodwill

Goodwill	6 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Note 4 – Goodwill The following table summarizes the consideration paid for DriveItAway Holdings, Inc and the amounts of the assets acquired and liabilities assumed at the acquisition date of February 24, 2022: Schedule of assets acquired and liabilities assumed Consideration: Convertible Preferred A stock $ 1,720,867 Assets acquired and liabilities assumed: Cash 70,361 Note receivable 100,000 Accounts payable and accrued liabilities (6,600 ) Total Goodwill $ 1,557,106

Note receivable

Note receivable	6 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Note receivable	Note 5 - Note receivable A note receivable of $ 100,000 April 20, 2022 15 500,000

Equity

Equity	6 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Equity	Note 6 – Equity Authorized On April 18, 2022, the Company filed Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Delaware to authorize one billion ( 1,000,000,000 0.0001 10,000,000 0.0001 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 5,000,000 Dividends The Series A Preferred Stock is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend declared on the Common Stock. Liquidation Preference The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01 per share as a liquidation preference before any distribution may be made to the holders of any junior security, including the Common Stock. Voting Rights Each holder of Series A Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock. Voluntary Conversion Rights Each share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof. Mandatory Conversion Right The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding. During the six months ended March 31, 2021, the Company issued 300,000 300,000 692,308 288,461 57,693 . During the six months ended March 31, 2022, the Company issued 294,593 294,593 · 52,284 104,564 · 129,809 288,458 · 112,500 As of March 31, 2022 and September 30, 2021, the Company had 2,594,593 2,300,000 Common Stock Issuances 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 15,100 1,720,867 On February 24, 2022, the Company issued 4,000,000 316,324 750,000 As of March 31, 2022 and September 30, 2021, the Company had 17,716,041 0 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, 2022 and September 30, 2021, the Company had 15,100 0 Stock Options On June 12, 2020, DIA’s Board of Directors and its shareholders approved its 2020 Equity Compensation Plan (“Equity Plan”). The Equity Plan permits DIA to issue awards or options to the employees, directors, consultants and advisors who provide services to the Company or a subsidiary. Pursuant to the Equity Plan, 400,000 As of December 31, 2021, DIA had 300,000 112,500 56,250 112,500 112,500 0.75 42,188 Also, at the closing of the Share Exchange, DIA’s board cancelled the Equity Plan and all outstanding options were cancelled. Accordingly, as of March 31, 2022 the Company had no options outstanding. Warrants On February 24, 2022, in conjunction with the issuance of promissory note of $ 750,000 1,000,000 0.30 28,372 For the six months ended March 31, 2022, the estimated fair values of the warrants were measured using the following inputs: Schedule of assumptions used in valuing the stock options and warrants March 31, 2022 Stock price at time of issuance $ 0.10 Exercise price $ 0.30 Expected term 5 Expected average volatility 120 % Expected dividend yield — Risk-free interest rate 1.84 % A summary of activity during the six months ended March 31, 2022 is as follows: Summary of common stock warrants activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of October 1, 2021 — $ — — Issuance 1,000,000 0.30 5.00 Warrants assumed in reorganization 1,882,793 0.29 0.16 Exercised — — — Expiry — — — Balance as of March 31, 2022 2,882,793 $ 0.30 1.79 1,882,793 The intrinsic value of the warrants as of March 31, 2022, is $ 0

Notes Payable

Notes Payable	6 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 7 – Notes Payable PPP Loan On April 28, 2020, the Company was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $ 23,750 May 8, 2022 1 23,750 398 59 SBA Loan On June 3, 2020, the Company entered into a SBA Loan for $ 78,500 3.75 114,700 36,200 May 31, 2050 2,115 6,018

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Mar. 31, 2022
Convertible Notes Payable
Convertible Notes Payable	Note 8 - Convertible Notes Payable AJB Capital Investments, LLC Note Effective February 24, 2022, Creative Learning Corporation (the “ Company 675,000 641,250 The maturity date of the AJB Note is August 24, 2022 10 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 paid AJB a commitment fee of $ 800,000 4,000,000 800,000 2,000,000 400,000 Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 0.30 28,372 February 24, 2027 The allocation of financing costs, issuance of the Commitment Fee shares, and the warrant to the debt component resulted in a $ 453,446 During the six months ended March 31, 2022, the Company recorded interest expense of $ 7,292 87,683 400,000 Knightsgate Ventures II, LP Note On April 1, 2021, DIA borrowed $ 150,000 8 December 31, 2022 5,983 The Convertible Note automatically converts into preferred stock of DIA in the event DIA raised at least $ 2,000,000 During the six months ended March 31, 2022, the Company recorded interest expense of $ 4,833 Individual Investor Notes During the six months ended March 31, 2022, DIA issued an aggregate of five convertible notes to five investors, each for $ 25,000 8 2,641 In March 2022, the holders of all of the convertible notes issued to unrelated investors agreed to convert their notes of $ 275,000 13,458 129,809

Subsequent Events

Subsequent Events	6 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events The Company has evaluated all subsequent events through the date these financial statements were available to be issued. On April 20, 2022, holders of 2,464,784 83,678,702 4,406,979 In May 2022, the payor under a note receivable in the principal amount of $100,000 satisfied the note in full by returning 500,000 shares of the Company’s common stock for cancellation. On June 30, 2022, the Company closed on a transaction with two (2) investors pursuant to respective Subscription Agreements for an aggregate amount of $ 250,000 , for five (5) Units. Each Unit, priced at $ 50,000 , consists of a twenty-four (24) month Secured Promissory Note (the “Note”), at an interest rate of 15 %, which is convertible at $ 0.20 per share into shares of the Company’s common stock. Each Unit also provides for warrants issued to the investors subject to a Common Stock Purchase Warrant, issued by the Company, for 25,000 shares of the Company’s common stock at an exercise price of $ 0.30 per share, exercisable within five ( 5 ) years from the date of issuance. The Notes are secured by a Security Agreement upon an Event of Default.

Nature of Organization and Su_2

Nature of Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Organization	Nature of Organization DriveItAway Holdings, Inc. (“DIA Holdings”, “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 .
Share Exchange and Reorganization	Share Exchange and Reorganization On February 24, 2022 (the “Effective Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. (“DIA”) executed an Agreement and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). At the closing, the Company agreed to issue one share of Series A Preferred for each share of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders converted their notes prior to December 31, 2022. All of the holders of the convertible notes of DIA agreed to convert their notes in March 2022, and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion. A total of 2,594,593
Recapitalization	Recapitalization For financial accounting purposes, this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
Basis of Presentation	Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and (“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 months ended March 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2021, contained in the Company’s Form 8-K/A, exhibit 99.1, as filed on February 24, 2022.
Basis of Consolidation	Basis of Consolidation The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.
Fiscal year	Fiscal year The Company operates on a September 30 fiscal year-end.
Use of Estimates	Use of Estimates The preparation of 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 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	Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of March 31, 2022 and September 30, 2021 the Company had cash of $ 593,059 9,774
Accounts Receivable	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, 2022 and September 30, 2021 are adequate, but actual write-offs could exceed the recorded allowance. During the year ended March 31, 2022, and September 30, 2021 the balances in the allowance for doubtful accounts was $ 0
Revenue Recognition	Revenue Recognition The Company’s revenue is recognized in accordance with Accounting Standards Codification(“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. During the period ended March 31, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer. 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 - DIA also generate miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis as it is a monthly service. The Company’s Cost of Goods sold consists of 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.
Stock-Based Compensation	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	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	Net Loss per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the periods ended March 31, 2022 and 2021, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. For the six months ended March 31, 2022, and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. Schedule of antidilutive securities excluded from computation of earnings per share March 31, March 31, 2022 2021 Series A Convertible Preferred Stock 88,085,681 78,084,333 Convertible notes — 17,207 Warrants 2,882,793 — Stock options — 300,000 90,968,474 78,401,540
Recent accounting pronouncements	Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. On October 1, 2021, the Company adopted this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

Nature of Organization and Su_3

Nature of Organization and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of antidilutive securities excluded from computation of earnings per share	Schedule of antidilutive securities excluded from computation of earnings per share March 31, March 31, 2022 2021 Series A Convertible Preferred Stock 88,085,681 78,084,333 Convertible notes — 17,207 Warrants 2,882,793 — Stock options — 300,000 90,968,474 78,401,540

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed Consideration: Convertible Preferred A stock $ 1,720,867 Assets acquired and liabilities assumed: Cash 70,361 Note receivable 100,000 Accounts payable and accrued liabilities (6,600 ) Total Goodwill $ 1,557,106

Equity (Tables)

Equity (Tables)	6 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule of assumptions used in valuing the stock options and warrants	Schedule of assumptions used in valuing the stock options and warrants March 31, 2022 Stock price at time of issuance $ 0.10 Exercise price $ 0.30 Expected term 5 Expected average volatility 120 % Expected dividend yield — Risk-free interest rate 1.84 %
Summary of common stock warrants activity	Summary of common stock warrants activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of October 1, 2021 — $ — — Issuance 1,000,000 0.30 5.00 Warrants assumed in reorganization 1,882,793 0.29 0.16 Exercised — — — Expiry — — — Balance as of March 31, 2022 2,882,793 $ 0.30 1.79

Nature of Organization and Su_4

Nature of Organization and Summary of Significant Accounting Policies (Details) - shares	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	90,968,474	78,401,540
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	88,085,681	78,084,333
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		17,207
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,882,793
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares		300,000

Nature of Organization and Su_5

Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Mar. 31, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of shares exchaged	2,594,593
Cash	$ 593,059	$ 9,774
Allowance for doubtful accounts	$ 0	$ 0

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 841,086	$ 105,158	$ 1,092,807	$ 203,917
Net cash used in operating activities			289,526
Increase in cash from financings			802,450
Increase in cash from acquisition of subsidiary			$ 70,361

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended
	Sep. 13, 2019	Feb. 24, 2022	Dec. 24, 2020	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Oct. 14, 2020	Oct. 13, 2020
Related Party Transaction [Line Items]
Maturity date						Apr. 20, 2022
Interest rate	6%
Converted amount	$ 1,000,000	$ 104,564
Interest expense				$ 859	$ 1,406	$ 2,296	$ 2,522
Number of shares converted		52,284
Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of shares converted		52,284
Driveitaway L L C [Member]
Related Party Transaction [Line Items]
Convertible notes payable								$ 25,000
Adam Potash [Member]
Related Party Transaction [Line Items]
Convertible notes payable			$ 15,000
Maturity date			Dec. 24, 2022
Chief Executive Officer [Member] | John Possumato [Member]
Related Party Transaction [Line Items]
Convertible notes payable	$ 30,000
Chief Operating Officer [Member] | Adam Potash [Member]
Related Party Transaction [Line Items]
Convertible notes payable									$ 25,000

Goodwill (Details)

Goodwill (Details) - USD ($)	Mar. 31, 2022	Feb. 24, 2022	Sep. 30, 2021
Consideration:
Convertible Preferred A stock		$ 1,720,867
Assets acquired and liabilities assumed:
Cash		70,361
Note receivable		100,000
Accounts payable and accrued liabilities		(6,600)
Total Goodwill	$ 1,557,106	$ 1,557,106

Note receivable (Details Narrat

Note receivable (Details Narrative)	6 Months Ended
	Mar. 31, 2022 USD ($) shares
Receivables [Abstract]
Note receivable | $	$ 100,000
Maturity date	Apr. 20, 2022
Interest rate	15%
Note issued for cancellation of common stock | shares	500,000

Equity (Details)

Equity (Details)	6 Months Ended
	Mar. 31, 2022 $ / shares
Equity [Abstract]
Stock price at time of issuance	$ 0.10
Exercise price	$ 0.30
Expected tem	5 years
Expected average volatility	120%
Expected dividend yield
Risk-free interest rate	1.84%

Equity (Details 1)

Equity (Details 1) - $ / shares	1 Months Ended	6 Months Ended
	Feb. 24, 2022	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance	1,000,000
Weighted average exercise price, issuance	$ 0.30
Weighted-Average Life (Years), issuance		5 years
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding, beginning
Weighted average exercise price, beginning
Issuance		1,000,000
Weighted average exercise price, issuance		$ 0.30
Weighted-Average Life (Years), issuance		5 years
Warrants assumed in reorganization		1,882,793
Weighted average exercise price, warrants assumed in reorganization		$ 0.29
Weighted-Average Life (Years), warrants assumed in reorganization		1 month 28 days
Exercised
Weighted average exercise price, exercised
Expiry
Weighted average exercise price, expiry
Number of warrants outstanding, ending		2,882,793
Weighted average exercise price, ending		$ 0.30
Weighted-Average Life (Years)		1 year 9 months 14 days

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 31, 2022	Feb. 24, 2022	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 24, 2022	Apr. 18, 2022	Sep. 30, 2021	Jun. 12, 2020
Class of Stock [Line Items]
Common stock shares, authorized	1,000,000,000		1,000,000,000	1,000,000,000				1,000,000,000	1,000,000,000
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000		10,000,000	10,000,000				10,000,000	10,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001	$ 0.0001				$ 0.0001	$ 0.0001
Dividends, description
Liquidation preference, description				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, description				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, description				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, description				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.
Stock-based compensation expense				$ 288,461	$ 57,693
Debt Conversion, Converted Instrument, Shares Issued		52,284
Debt conversion amount		$ 104,564
Stock issued for conversion of debt, shares				129,809
Stock issued for conversion of debt, value				$ 288,458
Shares issued for exercise of stock option				112,500
Preferred stock shares, outstanding	2,594,593		2,594,593	2,594,593					2,300,000
Reorganization, shares		1,882,793
Reorganization			$ 1,720,867
Shares issued for commitment fees		4,000,000					2,000,000
Shares issued for commitment fees, value		$ 316,324					$ 400,000
Shares issued for promissory note, value		$ 750,000
Common stock shares issued	17,716,041		17,716,041	17,716,041					0
Treasury stock, shares	15,100		15,100	15,100					0
Stock options outstanding						300,000
Exercise price						$ 0.75
Number of warrants issued		1,000,000
Warrant per share		$ 0.30
Issuance of warrants, value		$ 28,372
Intrinsic value of warrants	$ 0		$ 0	$ 0
Messrs Possumato [Member]
Dividends, description
Stock options vested						112,500
Compensation expense						$ 42,188
Potash [Member]
Dividends, description
Stock options vested						112,500
Stock options exercised						56,250
Compensation expense						$ 42,188
Equity Compensation Plan [Member]
Dividends, description
Common stock were reserved for issuance										400,000
Common Stock [Member]
Dividends, description
Reorganization, shares			13,716,041
Reorganization			$ 1,372
Treasury Stock [Member]
Dividends, description
Reorganization, shares			15,100
Reorganization			$ (18,126)
D I A Holdings [Member]
Dividends, description
Shares issued				294,593	300,000
Shares issued value					$ 692,308
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, authorized								5,000,000
Dividends, description
Shares converted						112,500
Debt Conversion, Converted Instrument, Shares Issued		52,284
Preferred stock shares, outstanding	2,594,593		2,594,593	2,594,593					2,300,000
Series A Preferred Stock [Member] | D I A Holdings [Member]
Dividends, description
Shares converted				294,593	300,000
Common Stock [Member]
Dividends, description
Shares converted	129,809					112,500

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)					1 Months Ended	6 Months Ended
	Oct. 08, 2021	Aug. 12, 2020	Jun. 03, 2020	Sep. 13, 2019	Apr. 28, 2020	Mar. 31, 2022
Debt Instrument [Line Items]
Maturity date						Apr. 20, 2022
Interest rate				6%
Interest expense						$ 4,833
Proceeds from SBA Loan						36,200
P P P Loan [Member]
Debt Instrument [Line Items]
Proceeds form PPP loan					$ 23,750
Maturity date					May 08, 2022
Interest rate					1%
PPP Loan forgiven						23,750
Accrued interest forgiven						398
Interest expense						59
S B A Loan [Member]
Debt Instrument [Line Items]
Maturity date			May 31, 2050
Interest rate			3.75%
Interest expense						2,115
Proceeds from SBA Loan		$ 114,700	$ 78,500
Proceeds from loans	$ 36,200
Accrued interest						$ 6,018

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 01, 2021	Sep. 13, 2019	Aug. 24, 2022	Mar. 31, 2022	Feb. 24, 2022	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Sep. 30, 2021
Offsetting Assets [Line Items]
Maturity date								Apr. 20, 2022
Interest rate		6%
Shares issued for commitment fees			2,000,000		4,000,000
Shares issued for commitment fees value			$ 400,000		$ 316,324
Stock Price				$ 0.10		$ 0.10		$ 0.10
Issuance of warrants, value					$ 28,372
Interest expense								$ 4,833
Amortisation of debt discount						$ 87,683		87,683
Loss on contingency liability								400,000
Proceeds from Convertible Debt								766,250
Convertible Debt											$ 2,000,000
Common Stock [Member]
Offsetting Assets [Line Items]
Converted shares				129,809						112,500
Five Investors [Member]
Offsetting Assets [Line Items]
Convertible Debt				$ 25,000		25,000		25,000
A J B Note [Member]
Offsetting Assets [Line Items]
Commitment fee shares								$ 800,000
Shares issued for commitment fees					4,000,000
Convertible Debt [Member]
Offsetting Assets [Line Items]
Maturity date	Dec. 31, 2022
Interest rate	8%							8%
Interest expense								$ 2,641			$ 5,983
Proceeds from Convertible Debt	$ 150,000
Convertible Debt				275,000		275,000		275,000
Accrued interest				13,458		13,458		13,458
Securities Purchase Agreement [Member] | A J B Note [Member]
Offsetting Assets [Line Items]
Purchase Price					$ 675,000
Proceeds from loans					$ 641,250
Maturity date					Aug. 24, 2022
Interest rate			10%
Number of waarants issued					1,000,000
Warrants expire date					Feb. 24, 2027
Interest expense								7,292
Amortisation of debt discount								87,683
Loss on contingency liability								400,000
Securities Purchase Agreement [Member] | Convertible Debt [Member]
Offsetting Assets [Line Items]
Stock Price					$ 0.30
Debt discount				$ 453,446		$ 453,446		$ 453,446

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)		1 Months Ended				12 Months Ended
	Sep. 13, 2019	Jun. 30, 2022	May 31, 2022	Apr. 20, 2022	Mar. 31, 2022	Dec. 31, 2021
Note receivable description
Debt Instrument, Interest Rate During Period	6%
Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Converted shares						112,500
Common Stock [Member]
Subsequent Event [Line Items]
Converted shares					129,809	112,500
Subsequent Event [Member]
Note receivable description
Aggregate amount			$ 250,000
Each Unit, priced			$ 50,000
Debt Instrument, Interest Rate During Period			15%
Debt Instrument, Convertible, Conversion Price		$ 0.20
Class of Warrant or Right, Unissued		25,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.30
Exercisable term		5 years
Subsequent Event [Member] | Series A Preferred Stock [Member]
Subsequent Event [Line Items]
Converted shares				2,464,784
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Converted shares				83,678,702
Number of additional shares issued				4,406,979