Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 106,551,722 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets | ||
Cash | $ 40,130 | $ 127,109 |
Accounts receivable, net | 10,376 | 6,082 |
Prepaid expenses | 10,280 | 10,498 |
Total current assets | 60,786 | 143,689 |
Vehicles, net | 209,268 | 149,428 |
Website development, net | 15,877 | |
Total Assets | 285,931 | 293,117 |
Current Liabilities | ||
Accounts payable | 196,557 | 198,065 |
Accrued liabilities | 81,378 | 29,044 |
SBA Loan | 6,442 | 5,840 |
Deferred revenue | 2,588 | 2,101 |
Due to related party | 80 | 80 |
Convertible note payable | 749,285 | 750,000 |
Derivative liability | 592,788 | 115,009 |
Total Current Liabilities | 1,629,118 | 1,100,139 |
SBA Loan - noncurrent | 107,692 | 108,860 |
Convertible note payable – noncurrent, net | 352,842 | 183,340 |
Total Liabilities | 2,089,652 | 1,392,339 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 106,551,722 shares issued and 106,536,622 outstanding at December 31, 2022 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively | 10,656 | 10,531 |
Additional paid in capital | 1,305,516 | 1,289,132 |
Treasury stock, at cost - 15,100 shares at December 31, 2022 and September 30, 2022 | (18,126) | (18,126) |
Accumulated deficit | (3,101,767) | (2,380,759) |
Total Stockholders’ Deficit | (1,803,721) | (1,099,222) |
Total Liabilities and Stockholders’ Deficit | $ 285,931 | $ 293,117 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 106,551,722 | 105,301,722 |
Common stock, outstanding | 106,536,622 | 105,286,622 |
Treasury stock, shares | 15,100 | 15,100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total Revenues | $ 48,083 | $ 10,617 |
Cost of Goods Sold | 39,872 | 5,686 |
Gross Profit | 8,211 | 4,931 |
Operating Expenses | ||
Salaries and payroll taxes | 81,875 | 70,125 |
Professional fees | 100,430 | 173,077 |
General and administrative | 19,430 | 12,522 |
Software development | 13,358 | 15,679 |
Selling expense | 8,551 | 2,501 |
Total Operating Expenses | 223,644 | 273,904 |
Operating Loss | (215,433) | (268,973) |
Other income (expenses) | ||
Loss on change in fair value of derivative liability | (454,655) | |
Gain on PPP loan forgiveness | 24,148 | |
Amortization debt discount | (13,420) | |
Interest expense | (37,500) | (5,459) |
Interest expense - related parties | (1,437) | |
Total Other Income (Expense) | (505,575) | 17,252 |
Loss Before Income Tax | (721,008) | (251,721) |
Provision for income taxes | ||
Net Loss | $ (721,008) | $ (251,721) |
Net Loss Per Common Share | ||
Basic and diluted net loss per common share | $ (0.01) | $ (0.11) |
Basic and diluted weighted average number of common shares outstanding | 106,119,657 | 2,300,000 |
Insurance Revenue [Member] | ||
Revenues | ||
Total Revenues | $ 9,996 | $ 23,883 |
Rental Revenue [Member] | ||
Revenues | ||
Total Revenues | 45,152 | 34,498 |
Initial Fee Revenue [Member] | ||
Revenues | ||
Total Revenues | 4,126 | |
Miscellaneous [Member] | ||
Revenues | ||
Total Revenues | 1,695 | 2,900 |
Vehicle Owner Share [Member] | ||
Revenues | ||
Total Revenues | 542 | (38,790) |
Driver And Dealer Insurance Cost [Member] | ||
Revenues | ||
Total Revenues | $ (9,302) | $ (16,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance - September 30, 2021 at Sep. 30, 2021 | $ 230 | $ 419,793 | $ (905,394) | $ (485,371) | ||
Beginning balance, shares at Sep. 30, 2021 | 2,300,000 | |||||
Stock based compensation | 173,077 | 173,077 | ||||
Net loss | (251,721) | (251,721) | ||||
Balance - December 31, 2021 at Dec. 31, 2021 | $ 230 | 592,870 | (1,157,115) | (564,015) | ||
Ending balance, shares at Dec. 31, 2021 | 2,300,000 | |||||
Balance - September 30, 2021 at Sep. 30, 2022 | $ 10,531 | 1,289,132 | $ (18,126) | (2,380,759) | (1,099,222) | |
Beginning balance, shares at Sep. 30, 2022 | 105,301,722 | |||||
Share Outstanding, Shares at Sep. 30, 2022 | (15,100) | |||||
Common stock issued in connection with promissory note | $ 100 | 1,409 | 1,509 | |||
Common stock issued in connection with promissory note, Shares | 1,000,000 | |||||
Stock based compensation | $ 25 | 14,975 | 15,000 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 250,000 | |||||
Net loss | (721,008) | (721,008) | ||||
Balance - December 31, 2021 at Dec. 31, 2022 | $ 10,656 | $ 1,305,516 | $ (18,126) | $ (3,101,767) | $ (1,803,721) | |
Ending balance, shares at Dec. 31, 2022 | 106,551,722 | |||||
Share Outstanding, Shares at Dec. 31, 2022 | (15,100) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (721,008) | $ (251,721) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on PPP Loan Forgiveness | (24,148) | |
Stock-based compensation | 15,000 | 173,077 |
Gain on change in fair value of derivative liability | 454,655 | |
Depreciation and amortization | 7,653 | |
Amortization of debt discount | 13,420 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (10,280) | |
Accounts receivable | (4,294) | 2,478 |
Deferred revenue | 487 | |
Accounts payable | (1,508) | (46,491) |
Accrued liabilities | 52,334 | 5,460 |
Accrued liabilities - related party | 1,437 | |
Net Cash used in Operating Activities | (193,541) | (139,908) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of vehicles | (67,039) | |
Purchase of intangible assets | (5,833) | |
Net Cash used in Investing Activities | (72,872) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt | 180,000 | 100,000 |
Proceeds from the SBA Loan | 36,200 | |
Repayment of SBA Loan | (566) | |
Net Cash provided by Financing Activities | 179,434 | 136,200 |
Net change in cash | (86,979) | (3,708) |
Cash, beginning of period | 127,109 | 9,774 |
Cash, end of period | 40,130 | 6,066 |
Supplemental cash flow information | ||
Cash paid for interest | 31,667 | |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Common stock in connection with promissory note | 1,509 | |
Recognition of derivative liability as debt discount | 23,124 | |
Debt discount in connection with original issue discount | 20,000 | |
Prepaid expenses reclassified to intangible assets | $ 10,498 |
Organization, Description of Bu
Organization, Description of Business and Going Concern | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Going Concern | Note 1 – Organization, Description of Business and Going Concern Nature of Organization DriveItAway Holdings, Inc. (“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc. DIA Holdings is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see . 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 year ended December 31, 2022, the Company had a net loss of $ 721,008 193,541 3,101,767 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 three months ended December 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 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 three months or less when acquired, to be cash equivalents. As of December 31, 2022, and September 30, 2022, the Company had cash of $ 40,130 127,109 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 December 31, 2022 and September 30, 2022 are adequate, but actual write-offs could exceed the recorded allowance. As of December 31, 2022 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 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. During the years ended September 30, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer. The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third - 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 three months ended December 31, 2022 and 2021 of $ 8,551 2,501 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 three months ended December 31, 2022, and 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of anti dilutive securities excluded from computation of earnings per share December 31, December 31, 2022 2021 Shares Shares Series A Convertible Preferred Stock — 78,084,333 Convertible notes 25,687,500 — Warrants 1,225,000 — 26,912,500 78,084,333 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. |
Vehicles
Vehicles | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Vehicles | Note 3 – Vehicles The following table summarizes the components of our vehicles as of the dates presented: Schedule of vehicles Schedule of vehicles December 31, September 30, 2022 2022 Vehicle costs $ 224,903 $ 157,864 Accumulated depreciation (15,635 ) (8,436 ) Vehicles, net $ 209,268 $ 149,428 Depreciation expense for the three months ended December 31, 2022 and 2021, was $ 7,199 0 67,039 0 |
Website Development
Website Development | 3 Months Ended |
Dec. 31, 2022 | |
Website Development | |
Website Development | Note 4 – Website Development The following table summarizes the components of our website development as of the dates presented: Schedule of website development December 31, September 30, 2022 2022 Website development costs $ 16,331 $ Accumulated depreciation (454 ) Website, net $ 15,877 $ 454 0 16,331 0 |
Equity
Equity | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 5 – Equity Authorized On April 18, 2022, the Company filed Amended and Restated Certificate of Incorporation 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 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 year ended September 30, 2021, the Company issued 300,000 300,000 692,308 0 173,077 . As of December 31, 2022 and 2021, the Company had 0 2,300,000 Common Stock During the three months ended December 31, 2022, the Company issued. ● 1,000,000 1,509 750,000 ● 250,000 15,000 During the three months ended December 31, 2021, no common stock was issued. As of December 31, 2022 and 2021, the Company had 106,551,722 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 December 31, 2022 and 2021, the Company had 15,100 18,126 and $0, respectively Warrants In November 2022, in conjunction with a private offering and the issuance of secured promissory notes of $ 200,000 100,000 0.30 3,555 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 three months ended December 31, 2022, Schedule of warrant activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of September 30, 2022 1,125,000 $ 0.30 4.44 Issuance 100,000 $ 0.30 5.00 Exercised $ Expired $ Balance as of December 31, 2022 1,225,000 $ 0.30 4.24 The intrinsic value of the warrants as of December 31, 2022, is $ 0 |
Note Payable
Note Payable | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 6 – Note Payable SBA Loan On June 3, 2020, the Company entered into a SBA Loan for $ 78,500 3.75 114,700 36,200 June 7, 2050 three months ended December 31, 2022 and 2021 1,074 1,114 9,259 8,175 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | 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 $ 750,000 675,000 33,750 641,250 The maturity date of the AJB Note was extended to February 24, 2023 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 was to pay AJB a commitment fee of $ 800,000 5,000,000 4,000,000 1,000,000 800,000 2,000,000 400,000 385,796 Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 0.30 107,283 February 24, 2027 After recording the derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 65,274 108,750 384,287 107,283 4,000,000 65,274 665,594 On October 31, 2022, the Company amended the AJB Note to issue 1,000,000 1,509 During the three months ended December 31, 2022, the Company recorded interest expense of $ 23,000 1,509 794 352,627 23,542 450,556 715 749,285 1,213 1,755 Secured Convertible Notes In June 2022, the Company’s board of directors approved an offering of up to 10 Units at $ 50,000 per Unit in a private offering. Each Unit consists of a Secured Convertible Note with an original principal balance of $ 50,000 and one warrant to purchase Common Stock for every $2 invested in the offering. The warrants have an exercise price of $ 0.30 per share and expire five ( 5 ) years from the date of issuance. Each Secured Convertible Note bears interest at 15 % per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20 per share. Pursuant to a security agreement between the Company and investors in the Unit offering, and the subscription agreements executed by the Company and the investors, the Secured Convertible Notes are secured by liens on four During June 2022, the Company sold a total of $ 250,000 worth of Units to two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $ 250,000 for cash proceeds of $ 230,000 , and the issuance of 125,000 warrants. 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 78,627 is being amortized to interest expense over the term of the Note. During November 2022, the Company sold a total of $ 200,000 200,000 180,000 100,000 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 20,000 43,124 During the three months ended December 31, 2022, the Company recorded interest expense of $ 13,614 12,627 97,157 66,660 352,842 183,340 16,847 11,583 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 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 December 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the three months ended December 31, 2022 and year ended September 30, 2022 Defined Benefit Plan, Assumptions Three Months Ended Year Ended December 31, September 30, 2022 2022 Expected term 1.42 5.00 1.68 5.00 Expected average volatility 105 116 109 117 Expected dividend yield - - Risk-free interest rate 1.73 4.25 1.73 4.25 The following table summarizes the changes in the derivative liabilities during the three months ended December 31, 2022: Schedule of derivative liabilities Derivative liability balance - September 30, 2022 $ 115,009 Addition of new derivatives recognized as debt discounts 23,124 Loss on change in fair value of the derivative 454,655 Derivative liability balance - December 31, 2022 $ 592,788 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. As of December 31, 2022 and September 30, 2022, the Company owed related parties $ 80 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – 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. Subsequent to December 31, 2022, the Company and AJB entered into the Second Amendment to the Securities Purchase Agreement (the “Second Amended SPA”) to amend the AJB Note (see Note 7) reflecting certain additional amendments in contemplation of the Note Amendment, and the Amended and Restated Common Stock Purchase Warrant (the “Amended Warrant”), as defined below. Under the terms of the Second Amended SPA, AJB increased the principal of the AJB Note by $ 85,000 2,000,000 0.05 In addition, the Company and AJB entered into a side letter agreement, pursuant to which the Company agreed that AJB shall (i) withhold an aggregate of $ 3,500 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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 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 three months ended December 31, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2022, contained in the Company’s Form 10K, as filed on January 13, 2023. |
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. |
Use of Estimates | 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 | 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 December 31, 2022, and September 30, 2022, the Company had cash of $ 40,130 127,109 |
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 December 31, 2022 and September 30, 2022 are adequate, but actual write-offs could exceed the recorded allowance. As of December 31, 2022 and September 30, 2022 the balances in the allowance for doubtful accounts was $0. |
Financial Instruments | 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. |
Vehicles | 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 | 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 | 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 | 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 years ended September 30, 2022 and 2021, the Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer. The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third - 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 General advertising costs are expensed as incurred. The Company incurred general advertising costs for the three months ended December 31, 2022 and 2021 of $ 8,551 2,501 |
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 three months ended December 31, 2022, and 2021, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of anti dilutive securities excluded from computation of earnings per share December 31, December 31, 2022 2021 Shares Shares Series A Convertible Preferred Stock — 78,084,333 Convertible notes 25,687,500 — Warrants 1,225,000 — 26,912,500 78,084,333 |
Recent Accounting Pronouncements | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive securities excluded from computation of earnings per share | Schedule of anti dilutive securities excluded from computation of earnings per share December 31, December 31, 2022 2021 Shares Shares Series A Convertible Preferred Stock — 78,084,333 Convertible notes 25,687,500 — Warrants 1,225,000 — 26,912,500 78,084,333 |
Vehicles (Tables)
Vehicles (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of vehicles | Schedule of vehicles Schedule of vehicles December 31, September 30, 2022 2022 Vehicle costs $ 224,903 $ 157,864 Accumulated depreciation (15,635 ) (8,436 ) Vehicles, net $ 209,268 $ 149,428 |
Website Development (Tables)
Website Development (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Website Development | |
Schedule of website development | Schedule of website development December 31, September 30, 2022 2022 Website development costs $ 16,331 $ Accumulated depreciation (454 ) Website, net $ 15,877 $ |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of September 30, 2022 1,125,000 $ 0.30 4.44 Issuance 100,000 $ 0.30 5.00 Exercised $ Expired $ Balance as of December 31, 2022 1,225,000 $ 0.30 4.24 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Defined Benefit Plan, Assumptions | Defined Benefit Plan, Assumptions Three Months Ended Year Ended December 31, September 30, 2022 2022 Expected term 1.42 5.00 1.68 5.00 Expected average volatility 105 116 109 117 Expected dividend yield - - Risk-free interest rate 1.73 4.25 1.73 4.25 |
Schedule of derivative liabilities | Schedule of derivative liabilities Derivative liability balance - September 30, 2022 $ 115,009 Addition of new derivatives recognized as debt discounts 23,124 Loss on change in fair value of the derivative 454,655 Derivative liability balance - December 31, 2022 $ 592,788 |
Organization, Description of _2
Organization, Description of Business and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 721,008 | ||
Net Cash used in Operating Activities | 193,541 | $ 139,908 | |
Accumulated deficit | $ 3,101,767 | $ 2,380,759 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 26,912,500 | 78,084,333 |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 78,084,333 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 25,687,500 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,225,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | |||
Cash | $ 40,130 | $ 127,109 | |
General advertising costs | $ 8,551 | $ 2,501 |
Vehicles (Details)
Vehicles (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Vehicle costs | $ 224,903 | $ 157,864 |
Accumulated depreciation | (15,635) | (8,436) |
Vehicles, net | $ 209,268 | $ 149,428 |
Vehicles (Details Narrative)
Vehicles (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 7,199 | $ 0 |
Purchase of vehicles | $ 67,039 | $ 0 |
Website Development (Details)
Website Development (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Website Development | ||
Website development costs | $ 16,331 | |
Accumulated depreciation | (454) | |
Website, net | $ 15,877 |
Website Development (Details Na
Website Development (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Website Development | ||
Amortization expense | $ 454 | $ 0 |
Website development | $ 16,331 | $ 0 |
Equity (Details)
Equity (Details) - Warrant [Member] | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 1,125,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.30 |
Weighted-Average Life (Years) | 4 years 5 months 8 days |
Issuance | shares | 100,000 |
Weighted average exercise price, issuance | $ / shares | $ 0.30 |
Weighted-Average Life (Years) Issuance | 5 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 1,225,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.30 |
Weighted-Average Life (Years) | 4 years 2 months 26 days |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Apr. 18, 2022 | |
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
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 | $ 0 | $ 173,077 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Number of shares issued for commitment fees | 1,000,000 | |||||
Number of value issued for commitment fees | $ 1,509 | |||||
Shares issued for promissory note value | $ 750,000 | |||||
Common stock shares issued | 106,551,722 | 0 | 105,301,722 | |||
Treasury stock shares | 15,100 | 15,100 | ||||
Treasury stock value | $ 18,126 | |||||
Shares issued for promissory note value | $ 200,000 | |||||
Number of warrants issued | 100,000 | |||||
Warrant per share | $ 0.30 | |||||
Derivative liability | $ 3,555 | |||||
Intrinsic value of warrants | $ 0 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for consulting services | 250,000 | |||||
Shares issued for consulting services value | $ 15,000 | |||||
D I A Holdings [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 300,000 | |||||
Conversion of Stock, Shares Converted | 300,000 | |||||
Stock Issued During Period, Value, New Issues | $ 692,308 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 5,000,000 | |||||
Preferred stock shares outstanding | 0 | 2,300,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 3 Months Ended | |||||
Oct. 08, 2021 | Aug. 12, 2021 | Jun. 03, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||||
Proceeds from SBA Loan | $ 36,200 | |||||
Interest expense | 37,500 | 5,459 | ||||
Accrued interest | 16,847 | $ 11,583 | ||||
S B A Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from SBA Loan | $ 114,700 | $ 78,500 | ||||
Interest rate | 3.75% | |||||
Proceeds from loans | $ 36,200 | |||||
Maturity date | Jun. 07, 2050 | |||||
Interest expense | 1,074 | $ 1,114 | ||||
Accrued interest | $ 9,259 | $ 8,175 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Nov. 30, 2022 | Oct. 31, 2022 | Jun. 30, 2022 | Feb. 24, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||||||
Principal amount | $ 85,000 | ||||||
Commitment fee shares issued | 1,000,000 | ||||||
Derivative liability | $ 385,796 | ||||||
Issuance of warrants, value | $ 107,283 | ||||||
Number of shares issued | 4,000,000 | ||||||
Number of shares issued, value | $ 65,274 | ||||||
Financing costs | 108,750 | ||||||
Derivative guarantee | 384,287 | ||||||
Derivative warrant | $ 107,283 | ||||||
Share issued | 4,000,000 | ||||||
Commitment Fee | $ 65,274 | ||||||
Debt discount | $ 665,594 | ||||||
Number of additional shares issued | 2,000,000 | ||||||
Derivative liability | $ 3,555 | ||||||
Interest expense | $ 13,614 | ||||||
Amortisation of debt discount | 12,627 | ||||||
Derivative liability | 592,788 | $ 115,009 | |||||
Note payable | 352,842 | 183,340 | |||||
Interest payable | $ 16,847 | 11,583 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.05 | ||||||
Cash proceeds | $ 180,000 | $ 230,000 | |||||
Warrants issued | 100,000 | 125,000 | |||||
Debt discount | $ 13,420 | ||||||
Debt discount | 97,157 | 66,660 | |||||
Two Accredited Investors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 78,627 | ||||||
Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||
Warrant [Member] | Two Accredited Investors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | $ 3,794 | $ 8,136 | |||||
Options [Member] | Two Accredited Investors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt discount | 19,330 | 50,491 | |||||
A J B Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee shares | $ 800,000 | ||||||
Shares issued for commitment fees | 5,000,000 | ||||||
Commitment fee shares issued | 4,000,000 | ||||||
Shares issued for commitment fees value | $ 400,000 | ||||||
Debt discount | 715 | ||||||
Number of additional shares issued | 1,000,000 | ||||||
Derivative liability | $ 1,509 | ||||||
Amortisation of debt discount | 794 | ||||||
Cash issuance debt discount | $ 20,000 | $ 20,000 | |||||
A J B Note [Member] | Securities Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 750,000 | ||||||
Purchase Price | 675,000 | ||||||
Brokerage fees | 33,750 | ||||||
Proceeds from loans | $ 641,250 | ||||||
Maturity date | Feb. 24, 2023 | ||||||
Interest rate | 10% | ||||||
Number of waarants issued | 1,000,000 | ||||||
Warrants expire date | Feb. 24, 2027 | ||||||
Interest expense | 23,000 | ||||||
Additional debt discount | 1,509 | ||||||
Change in fair value of derivative liability | 352,627 | ||||||
Repayment of debt | 23,542 | ||||||
Derivative liability | 450,556 | ||||||
Note payable | 749,285 | ||||||
Interest payable | $ 1,213 | $ 1,755 | |||||
A J B Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued for commitment fees | 2,000,000 | ||||||
Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Share price | $ 0.30 | ||||||
Secured Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 15% | ||||||
Share price | $ 0.20 | ||||||
Secured Convertible Notes [Member] | Board of Directors Chairman [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 50,000 | ||||||
Stock Issued During Period, Shares, New Issues | 10 | ||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||
Two Secured Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 250,000 | ||||||
Number of shares sold | 200,000 | 250,000 | |||||
Two Secured Promissory Notes [Member] | Two Accredited Investors [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 200,000 | ||||||
Debt discount | $ 43,124 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Derivative [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Derivative [Line Items] | ||
Expected term | 1 year 5 months 1 day | 1 year 8 months 4 days |
Expected average volatility | 105% | 109% |
Risk-free interest rate | 1.73% | 1.73% |
Maximum [Member] | ||
Derivative [Line Items] | ||
Expected term | 5 years | 5 years |
Expected average volatility | 116% | 117% |
Risk-free interest rate | 4.25% | 4.25% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liability beginning balance | $ 115,009 | |
Addition of new derivatives recognized as debt discounts | 23,124 | |
Gain on change in fair value of the derivative | 454,655 | |
Derivative liability ending balance | $ 592,788 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Related Party Transactions [Abstract] | ||
Due from related parties | $ 80 | $ 80 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Subsequent Events [Abstract] | |
Principal amonut | $ 85,000 |
Number of shares increased | shares | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Proceeds from note payable | $ 3,500 |