Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Mar. 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets | ||
Cash | $ 61,167 | $ 4,632 |
Restricted cash | 0 | 18,559 |
Accounts receivable, net | 7,532 | 11,584 |
Total current assets | 68,699 | 34,775 |
Fixed assets, net | 176,129 | 184,228 |
Intangible assets, net | 10,415 | 11,787 |
Total Assets | 255,243 | 230,790 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 794,498 | 664,707 |
Accrued interest – related parties | 6,812 | 4,918 |
Deferred revenue | 4,967 | 7,233 |
Customer deposits | 1,339 | 2,234 |
Due to related parties | 25,080 | 25,080 |
Promissory notes payable, net of debt discount | 12,509 | 27,437 |
Promissory notes payable, in default | 20,000 | 12,500 |
Promissory notes payable - related parties, in default | 42,500 | 50,000 |
Convertible notes payable, net of debt discount | 1,312,747 | 1,082,654 |
Derivative liability | 585,546 | 1,317 |
Total Current Liabilities | 2,805,998 | 1,878,080 |
SBA Loan - noncurrent | 114,700 | 114,700 |
Convertible note payable - noncurrent, net of debt discount | 0 | 175,720 |
Promissory notes payable - noncurrent | 4,333 | 16,649 |
Total Liabilities | 2,925,031 | 2,185,149 |
Commitments and Contingencies | ||
Stockholders’ Deficit | ||
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 106,551,722 shares issued and 106,551,722 outstanding at December 31, 2023 and September 30, 2023, respectively | 10,656 | 10,656 |
Additional paid in capital | 1,364,007 | 1,364,007 |
Treasury stock, at cost - 15,100 shares at December 31, 2023 and September 30, 2023 | (18,126) | (18,126) |
Accumulated deficit | (4,026,325) | (3,310,896) |
Total Stockholders’ Deficit | (2,669,788) | (1,954,359) |
Total Liabilities and Stockholders’ Deficit | $ 255,243 | $ 230,790 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
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 | 106,551,722 |
Common stock, outstanding | 106,551,722 | 106,551,722 |
Treasury stock, shares | 15,100 | 15,100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 96,503 | $ 48,083 |
Cost of Goods Sold | 85,679 | 39,872 |
Gross Profit (Loss) | 10,824 | 8,211 |
Operating Expenses | ||
Salaries and payroll taxes | 66,625 | 81,875 |
Professional fees | 107,015 | 100,430 |
General and administrative | 20,314 | 19,430 |
Software development | 11,880 | 13,358 |
Advertising and marketing | 176 | 8,551 |
Total Operating Expenses | 206,010 | 223,644 |
Operating Loss | (195,186) | (215,433) |
Other Income (Expenses) | ||
Gain (loss) on change in fair value of derivative liability | (335,277) | (454,655) |
Amortization debt discount | (35,407) | (13,420) |
Interest expense | (146,905) | (37,500) |
Interest expense - related parties | (2,654) | 0 |
Total Other Income (Expense) | (520,243) | (505,575) |
Loss Before Income Tax | (715,429) | (721,008) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (715,429) | $ (721,008) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Basic net loss per common share | $ (0.01) | $ (0.01) |
Diluted net loss per common share | $ (0.01) | $ (0.01) |
Basic weighted average number of common shares outstanding | 106,551,722 | 106,119,657 |
Diluted weighted average number of common shares outstanding | 106,551,722 | 106,119,657 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stocks [Member] | Retained Earnings [Member] | Total |
Balance – September 30, 2022 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 | (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 | ||
Stock based compensation, shares | 250,000 | ||||
Net loss | (721,008) | (721,008) | |||
Balance – December 31, 2022 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 | (15,100) | |||
Balance – September 30, 2022 at Sep. 30, 2023 | $ 10,656 | 1,364,007 | $ (18,126) | (3,310,896) | (1,954,359) |
Beginning balance, shares at Sep. 30, 2023 | 106,551,722 | (15,100) | |||
Net loss | (715,429) | (715,429) | |||
Balance – December 31, 2022 at Dec. 31, 2023 | $ 10,656 | $ 1,364,007 | $ (18,126) | $ (4,026,325) | $ (2,669,788) |
Ending balance, shares at Dec. 31, 2023 | 106,551,722 | (15,100) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (715,429) | $ (721,008) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 0 | 15,000 |
Loss on change in fair value of derivative liability | 335,277 | 454,655 |
Amortization and depreciation | 9,471 | 7,653 |
Amortization of debt discount | 35,407 | 13,420 |
Financing Fee | 98,202 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid website development | 0 | (10,280) |
Accounts receivable | 4,052 | (4,294) |
Deferred revenue | (2,266) | 487 |
Customer deposits | (895) | 0 |
Accounts payable and accrued liabilities | 129,791 | (1,508) |
Accrued liabilities- related party | 1,894 | 52,334 |
Net Cash used in Operating Activities | (104,496) | (193,541) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of intangible assets | 0 | (5,833) |
Purchase of fixed assets | 0 | (67,039) |
Net Cash used in Investing Activities | 0 | (72,872) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 217,222 | 200,000 |
Proceeds from promissory notes payable | 0 | 0 |
Repayment of promissory notes payable | (28,278) | (566) |
Debt issuance costs | (46,472) | (20,000) |
Net Cash provided by Financing Activities | 142,472 | 179,434 |
Net change in cash and restricted cash | 37,976 | (86,979) |
Cash and restricted cash, beginning of period | 23,191 | 127,109 |
Cash and restricted cash, end of period | 61,167 | 40,130 |
Supplemental cash flow information | ||
Cash paid for interest | 1,698 | 31,667 |
Cash paid for taxes | 0 | 0 |
Non-cash Investing and Financing transactions: | ||
Common stock in connection with promissory note | 0 | 1,509 |
Recognition of derivative liability as debt discount | 150,750 | 23,124 |
Prepaid expenses reclassified to website development | 0 | 10,498 |
Reclassification of Promissory notes payable - related parties to Promissory notes payable | $ 7,500 | $ 0 |
Organization, Description of Bu
Organization, Description of Business and Going Concern | 3 Months Ended |
Dec. 31, 2023 | |
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”, “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 is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see www.driveitaway.com. Going Concern The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the period ended December 31, 2023, the Company had a net loss of $ 715,429 104,496 4,026,325 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, 2023 | |
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, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2023, contained in the Company’s Form 10K, as filed on March 8, 2024. 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, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The Company’s functional currency is USD, therefore all amounts of revenues received from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and losses are recognized upon receipt. 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, 2023, and September 30, 2023, the Company had cash of $ 61,167 4,632 0 18,559 Restricted Cash As of December 31, 2023 and September 30, 2023, the Company had $ 0 18,559 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, 2023, and September 30, 2023 are adequate, but actual write-offs could exceed the recorded allowance. As of December 31, 2023, and September 30, 2023 the balances in the allowance for doubtful accounts was $ 0 Fixed Assets Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives, currently seven ( 7 Intangible Assets Our intangible assets include website and software development costs. The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in operating expenses in our consolidated statements of operations. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at three ( 3 Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service. Leases The Company’s operating lease portfolio for the period ended December 31, 2023 and September 30, 2023, includes the vehicle leases from third parties and the Company’s owned vehicles that are leased to the customers under operating leases. The contracts for these operating leases are short-term in nature with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of December 31, 2023, the Company did not have leases that qualified as ROU assets. Fair Value Measurements 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. All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3. Schedule of fair value of financial assets and liabilities Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 585,546 — — $ 585,546 Fair Value Measurements at September 30, 2023 using: September 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 1,317 — — $ 1,317 Derivative Financial Instruments The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. 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 (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price. During the periods ended December 31, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”). Customers book a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period. Vehicles available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized. The Pay-As-You-Go program manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term. Initial non-refundable fees are recognized when payment is received as the Company has no obligation to provide additional services at that point. Miscellaneous charges for extra mileage, late fees, or toll charges calculated and charged to the customer credit card at the end of the usage cycle are recognized when the credit card charge goes through. Refundable deposits are recorded on the balance sheet until deposits are returned to customers or applied to their account for fees incurred. Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting date and relate to usages after that date. As of December 31, 2023 and September 30, 2023 refundable deposits were $ 1,339 2,234 4,967 7,233 In addition to the costs associated with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors. 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. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. The Company incurred advertising and marketing costs for the three months ended December 31, 2023 and 2022 of $ 176 8,551 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. Schedule of anti-dilutive shares December 31, December 31, 2023 2022 Convertible notes 1,750,000 25,687,500 Warrants 7,350,000 1,225,000 9,100,000 26,912,500 Reclassification Certain accounts from prior periods have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements In the period from October 2023 through March 2024 the FASB has not issued any additional accounting standards updates that have a significant impact on the Company. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Advances and Repayments In the normal course of business, the Company’s management team or their affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to cover operating expenses. As of December 31, 2023 and September 30, 2023, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand, in the amount of $ 25,080 On March 1, 2023, the Company entered into three promissory note agreements with three related parties for a total of $ 50,000 15 100,000 0.05 March 1, 2028 5 3,068 7,500 42,500 50,000 During the three months ended December 31, 2023 and 2022, the Company recorded related party interest expense of $ 2,654 0 As of December 31, 2023 and September 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 42,500 50,000 6,812 4,918 |
Fixed and Intangible Assets
Fixed and Intangible Assets | 3 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed and Intangible Assets | Note 4 – Fixed and Intangible Assets The following table summarizes the components of our fixed assets as of the dates presented: Schedule of fixed assets December 31, September 30, 2023 2023 Vehicle costs $ 224,903 $ 224,903 Accumulated depreciation (48,774 ) (40,675 ) Vehicles, net $ 176,129 $ 184,228 Depreciation expense for the three months ended December 31, 2023, and December 31, 2022, was $ 8,099 7,199 The following table summarizes the components of our intangible assets as of the dates presented: Schedule of intangible assets December 31, September 30, 2023 2023 Website development costs $ 16,331 $ 16,331 Accumulated depreciation (5,916 ) (4,544 ) Website, net $ 10,415 $ 11,787 Amortization expense for the three months ended December 31, 2023, and 2022, was $ 1,372 454 |
Equity
Equity | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 5 – Equity Authorized The company has authorized one billion ( 1,000,000,000 0.0001 10,000,000 .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 three months ended December 31, 2023 and 2022 there were no As of December 31, 2023 and September 30, 2023, the Company no of Series A Preferred stock outstanding. Common Stock During the three months ended December 31, 2023, no common stock was issued. During the three months ended December 31, 2022, the Company had the following common stock activity: ● 1,000,000 60,000 750,000 ● 250,000 15,000 As of December 31, 2023, and September 30, 2023, the Company had 106,551,722 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, 2023, and September 30, 2023 the Company had 15,100 18,126 Warrants On February 24, 2022, in conjunction with the issuance of a promissory note of $ 750,000 1,000,000 0.30 107,283 February 24, 2027 In June 2022, in conjunction with a private offering and the issuance of secured promissory notes of $ 250,000 125,000 0.30 $8,136 In November 2022, in conjunction with a private offering and the issuance of secured promissory notes of $ 200,000 100,000 0.30 4,074 In February 2023, in conjunction with a promissory note amendment which was recognized as debt extinguishment, 2,000,000 0.05 February 24, 2027 4 1,000,000 0.30 21,469 In March 2023, 125,000 0.05 March 1, 2028 5 3,837 In December 2023, in conjunction with the issuance of a promissory note of $ 195,000 5,000,000 for nominal exercise price of 0.00001 248,952 0 195,000 All derivative liabilities recognized for the warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note 8). A summary of warrant activity during the three months ended December 31, 2023, is as follows: Schedule of warrant activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of September 30, 2023 2,350,000 $ 0.07 3.51 Issuance 5,000,000 * * Exercised — $ — Expired — $ — Balance as of December 31, 2023 7,350,000 $ 0.02 *5,000,000 warrants issued on December 15, 2023 do not have an expiration date. The intrinsic value of the warrants as of December 31, 2023, is $ 234,950 |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes 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 1,084 1,074 6,166 6,780 114,700 The following represents the future aggregate maturities of the Company’s SBA Loan as of December 31, 2023, for each of the five (5) succeeding years and thereafter as follows: Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) $ — 2025 — 2026 571 2027 2,431 2028 2,431 Thereafter 109,267 Total $ 114,700 Promissory Notes Payable, in Default On March 1, 2023, the Company entered into a promissory note agreement with an investor for amount of $ 12,500 15 25,000 0.05 March 1, 2028 767 639 0 1,908 1,269 12,500 During the three months ended December 31, 2023, the Company reclassified a promissory note entered on March 1, 2023 with a value of $ 7,500 15 15,000 0.05 March 1, 2028 460 384 0 1,145 761 7,500 As of December 31, 2023, the Company had defaulted on the promissory note payable. Promissory Notes Payable On May 1, 2023 the Company executed a note payable with a face amount of $ 35,982 35,982 3,682 32,300 3,685 3,682 27,752 8,230 On August 15, 2023 the Company executed a second note payable with the same lender from the May 1, 2023 note, with a face amount of $ 64,206 64,206 6,206 49,770 8,230 6,206 1,034 28,278 4,827 21,669 16,842 The following represents the future aggregate maturities as of December 31, 2023 of the Company’s Promissory Notes Payable: Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) 13,002 2025 8,667 Total $ 21,669 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable AJB Capital Investments, LLC Note Effective February 24, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 675,000 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 4,000,000 800,000 2,000,000 400,000 384,287 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 60,000 On February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $ 85,000 1,000,000 0.30 2,000,000 0.05 May 24, 2023 36,313 On September 27, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $ 25,000 On November 28, 2023, the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $ 22,222 20,000 Effective December 15, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 195,000 165,750 150,750 The maturity date of the AJB Note is June 14, 2024 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 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance. On December 15, 2023, in conjunction with the issuance of this promissory note of $ 195,000 5,000,000 0.00001 248,952 150,750 98,202 During the three months ended December 31, 2022, the Company recorded interest expense of $ 23,000 1,509 794 352,627 23,542 During the three months ended December 31, 2023, the Company recorded interest expense of $ 27,460 197,222 19,070 252,194 502,083 663 178,152 0 1,077,222 860,000 96,022 68,562 Effective February 14, 2023, the Company went into default on the AJB Note, however the lender waived all default provisions through January 24, 2024 therefore no default interest or penalties were incurred during the three months ended December 31, 2023 and the AJB note was not convertible as of December 31, 2023. Secured Convertible Notes In June 2022, the Company’s board of directors approved an offering of up to 10 50,000 50,000 0.30 5 15 0.20 During June 2022, the Company sold a total of $ 250,000 250,000 230,000 20,000 125,000 20,000 50,491 8,136 78,627 During November 2022, the Company sold a total of $ 200,000 200,000 180,000 20,000 100,000 20,000 19,330 7,254 43,124 During the three months ended December 31, 2022, the Company recorded interest expense of $ 13,614 12,627 During the three months ended December 31, 2023, the Company recorded interest expense of $ 17,250 0 15,302 36,324 51,626 413,677 398,374 80,313 63,063 The following represents the future aggregate maturities of the Company’s Convertible Notes Payable as of December 31, 2023 for each of the five (5) succeeding years and thereafter as follows: Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) $ 1,327,222 2025 200,000 Total $ 1,527,222 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Dec. 31, 2023 | |
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 that 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, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the three months ended December 31, 2023, and year ended September 30, 2023: Schedule of assumptions used Three months ended Year Ended December 31, September 30, 2023 2023 Expected term 0.42 4.17 * 0.68 5.01 Expected average volatility 188 372 111 372 Expected dividend yield — — Risk-free interest rate 3.60 4.60 3.93 5.03 * 5,000,000 warrants issued on December 15, 2023 do not have an expiration date. As of December 31, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3): Schedule of estimated fair values of the liabilities Commitment fee guarantee issued February 24, 2022 $ 179,754 Warrants issued February 24, 2022 43,419 Embedded conversion feature in Note issued June 3, 2022 13,397 Warrants issued June 3, 2022 1,956 Embedded conversion feature in Note issued June 16, 2022 21,807 Warrants issued June 16, 2022 2,946 Embedded conversion feature in Note issued November 15, 2022 33,684 Warrants issued November 15, 2022 4,096 Warrants issued on February 10, 2023 43,959 Warrants issued on March 1, 2023 5,577 Warrants issued on December 15, 2023 234,951 Derivative liability balance - December 31, 2023 $ 585,546 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities during the three months ended December 31, 2023: Schedule of changes in fair value of derivative liability Derivative liability balance - September 30, 2023 $ 1,317 Addition of new derivatives recognized as debt discounts 248,952 Loss on change in fair value of the derivative 335,277 Derivative liability balance - December 31, 2023 $ 585,546 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events Management has evaluated subsequent events through the date these financial statements were available to be issued. Please note the following matters deemed to be subsequent events. Effective February 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 140,000 112,000 102,000 The maturity date of the AJB Note is November 23, 2024 12 Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 50,000 5,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
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, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2023, contained in the Company’s Form 10K, as filed on March 8, 2024. |
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, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC 830. The Company’s functional currency is USD, therefore all amounts of revenues received from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and losses are recognized upon receipt. |
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, 2023, and September 30, 2023, the Company had cash of $ 61,167 4,632 0 18,559 |
Restricted Cash | Restricted Cash As of December 31, 2023 and September 30, 2023, the Company had $ 0 18,559 |
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, 2023, and September 30, 2023 are adequate, but actual write-offs could exceed the recorded allowance. As of December 31, 2023, and September 30, 2023 the balances in the allowance for doubtful accounts was $ 0 |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives, currently seven ( 7 |
Intangible Assets | Intangible Assets Our intangible assets include website and software development costs. The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in operating expenses in our consolidated statements of operations. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at three ( 3 Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service. |
Leases | Leases The Company’s operating lease portfolio for the period ended December 31, 2023 and September 30, 2023, includes the vehicle leases from third parties and the Company’s owned vehicles that are leased to the customers under operating leases. The contracts for these operating leases are short-term in nature with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of December 31, 2023, the Company did not have leases that qualified as ROU assets. |
Fair Value Measurements | Fair Value Measurements 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. All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3. Schedule of fair value of financial assets and liabilities Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 585,546 — — $ 585,546 Fair Value Measurements at September 30, 2023 using: September 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 1,317 — — $ 1,317 |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. |
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 (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price. During the periods ended December 31, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”). Customers book a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period. Vehicles available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized. The Pay-As-You-Go program manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term. Initial non-refundable fees are recognized when payment is received as the Company has no obligation to provide additional services at that point. Miscellaneous charges for extra mileage, late fees, or toll charges calculated and charged to the customer credit card at the end of the usage cycle are recognized when the credit card charge goes through. Refundable deposits are recorded on the balance sheet until deposits are returned to customers or applied to their account for fees incurred. Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting date and relate to usages after that date. As of December 31, 2023 and September 30, 2023 refundable deposits were $ 1,339 2,234 4,967 7,233 In addition to the costs associated with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors. |
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. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. The Company incurred advertising and marketing costs for the three months ended December 31, 2023 and 2022 of $ 176 8,551 |
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. Schedule of anti-dilutive shares December 31, December 31, 2023 2022 Convertible notes 1,750,000 25,687,500 Warrants 7,350,000 1,225,000 9,100,000 26,912,500 |
Reclassification | Reclassification Certain accounts from prior periods have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In the period from October 2023 through March 2024 the FASB has not issued any additional accounting standards updates that have a significant impact on the Company. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of fair value of financial assets and liabilities | Schedule of fair value of financial assets and liabilities Fair Value Measurements at December 31, 2023 using: December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 585,546 — — $ 585,546 Fair Value Measurements at September 30, 2023 using: September 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities $ — — — $ — Derivative Liabilities $ 1,317 — — $ 1,317 |
Schedule of anti-dilutive shares | Schedule of anti-dilutive shares December 31, December 31, 2023 2022 Convertible notes 1,750,000 25,687,500 Warrants 7,350,000 1,225,000 9,100,000 26,912,500 |
Fixed and Intangible Assets (Ta
Fixed and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets December 31, September 30, 2023 2023 Vehicle costs $ 224,903 $ 224,903 Accumulated depreciation (48,774 ) (40,675 ) Vehicles, net $ 176,129 $ 184,228 |
Schedule of intangible assets | Schedule of intangible assets December 31, September 30, 2023 2023 Website development costs $ 16,331 $ 16,331 Accumulated depreciation (5,916 ) (4,544 ) Website, net $ 10,415 $ 11,787 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
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, 2023 2,350,000 $ 0.07 3.51 Issuance 5,000,000 * * Exercised — $ — Expired — $ — Balance as of December 31, 2023 7,350,000 $ 0.02 *5,000,000 warrants issued on December 15, 2023 do not have an expiration date. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
S B A Loan [Member] | |
Debt Instrument [Line Items] | |
Schedule of future aggregate maturities | Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) $ — 2025 — 2026 571 2027 2,431 2028 2,431 Thereafter 109,267 Total $ 114,700 |
Promissory Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of future aggregate maturities | Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) 13,002 2025 8,667 Total $ 21,669 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Secured Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Schedule of future aggregate maturities | Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) $ 1,327,222 2025 200,000 Total $ 1,527,222 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of assumptions used | Schedule of assumptions used Three months ended Year Ended December 31, September 30, 2023 2023 Expected term 0.42 4.17 * 0.68 5.01 Expected average volatility 188 372 111 372 Expected dividend yield — — Risk-free interest rate 3.60 4.60 3.93 5.03 * 5,000,000 warrants issued on December 15, 2023 do not have an expiration date. |
Schedule of estimated fair values of the liabilities | Schedule of estimated fair values of the liabilities Commitment fee guarantee issued February 24, 2022 $ 179,754 Warrants issued February 24, 2022 43,419 Embedded conversion feature in Note issued June 3, 2022 13,397 Warrants issued June 3, 2022 1,956 Embedded conversion feature in Note issued June 16, 2022 21,807 Warrants issued June 16, 2022 2,946 Embedded conversion feature in Note issued November 15, 2022 33,684 Warrants issued November 15, 2022 4,096 Warrants issued on February 10, 2023 43,959 Warrants issued on March 1, 2023 5,577 Warrants issued on December 15, 2023 234,951 Derivative liability balance - December 31, 2023 $ 585,546 |
Schedule of changes in fair value of derivative liability | Schedule of changes in fair value of derivative liability Derivative liability balance - September 30, 2023 $ 1,317 Addition of new derivatives recognized as debt discounts 248,952 Loss on change in fair value of the derivative 335,277 Derivative liability balance - December 31, 2023 $ 585,546 |
Organization, Description of _2
Organization, Description of Business and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 715,429 | $ 721,008 | |
Net cash used in operating activities | 104,496 | $ 193,541 | |
Accumulated deficit | $ 4,026,325 | $ 3,310,896 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Platform Operator, Crypto-Asset [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Derivative Liabilities | 585,546 | 1,317 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Liabilities | 0 | 0 |
Derivative Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Liabilities | 0 | 0 |
Derivative Liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Liabilities | 0 | 0 |
Derivative Liabilities | $ 585,546 | $ 1,317 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 9,100,000 | 26,912,500 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,750,000 | 25,687,500 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 7,350,000 | 1,225,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Accounting Policies [Abstract] | |||
Cash | $ 61,167 | $ 4,632 | |
Restricted cash and cash equivalents | 0 | 18,559 | |
Restricted cash | 0 | 18,559 | |
Allowance for doubtful accounts | $ 0 | 0 | |
Estimated useful lives of fixed assets | 7 years | ||
Estimated useful lives of intangible assets | 3 years | ||
Refundable deposits | $ 1,339 | 2,234 | |
Deferred revenue | 4,967 | $ 7,233 | |
Advertising and marketing costs | $ 176 | $ 8,551 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Due to related party | $ 25,080 | $ 25,080 | ||
Warrants exercise price | $ 0.05 | $ 0.05 | ||
Promissory notes payable - related party | $ 7,500 | $ 7,500 | $ 0 | |
Amount due to related parties for promissory notes payable | 42,500 | 50,000 | ||
Related party interest expense | 2,654 | $ 0 | ||
Defaulted on the promissory notes payable | 42,500 | 50,000 | ||
Owed unpaid interest | $ 6,812 | $ 4,918 | ||
Promissory Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 15% | |||
Number of warrants issued | 100,000 | |||
Warrants exercise price | $ 0.05 | |||
Warrants expiry date | Mar. 01, 2028 | |||
Warrants term | 5 years | |||
Derivative liability and debt discount | $ 3,068 | |||
Three Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party debt | $ 50,000 |
Fixed and Intangible Assets (De
Fixed and Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] | ||
Vehicle costs | $ 224,903 | $ 224,903 |
Accumulated depreciation | (48,774) | (40,675) |
Vehicles, net | $ 176,129 | $ 184,228 |
Fixed and Intangible Assets (_2
Fixed and Intangible Assets (Details 1) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] | ||
Website development costs | $ 16,331 | $ 16,331 |
Accumulated depreciation | (5,916) | (4,544) |
Website, net | $ 10,415 | $ 11,787 |
Fixed and Intangible Assets (_3
Fixed and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 8,099 | $ 7,199 |
Amortization expense | $ 1,372 | $ 454 |
Equity (Details)
Equity (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning | 2,350,000 | |
Weighted-average exercise price, Beginning balance | $ 0.07 | |
Weighted-average life (years), Beginning balance | 3 years 6 months 3 days | |
Warrants outstanding, Issuance | 5,000,000 | |
Warrants outstanding, Exercised | 0 | |
Weighted-average exercise price, Exercised | $ 0 | |
Warrants outstanding, Expired | 0 | |
Weighted-average exercise price, Expired | $ 0 | |
Number of warrants outstanding, ending | 7,350,000 | 2,350,000 |
Weighted-average exercise price, Ending balance | $ 0.02 | $ 0.07 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 24, 2022 | Nov. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Mar. 01, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value | $ 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. | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Number of shares issued for commitment fees | 1,000,000 | ||||||||
Number of value issued for commitment fees | $ 60,000 | ||||||||
Shares issued for promissory note value | $ 750,000 | ||||||||
Common stock shares issued | 106,551,722 | 106,551,722 | |||||||
Treasury stock shares | 15,100 | 15,100 | |||||||
Treasury stock value | $ 18,126 | $ 18,126 | |||||||
Shares issued for promissory note value | $ 750,000 | $ 200,000 | $ 250,000 | $ 195,000 | |||||
Number of warrants issued | 1,000,000 | 100,000 | 125,000 | ||||||
Warrant per share | $ 0.30 | $ 0.30 | $ 0.30 | ||||||
Derivative liability and debt discount | $ 107,283 | $ 4,074 | $ 8,136 | $ 3,837 | $ 21,469 | ||||
Warrants expire date | Feb. 24, 2027 | ||||||||
Warrant per share | $ 0.05 | $ 0.05 | |||||||
Original warrants issued | 1,000,000 | ||||||||
Shares issued for promissory note shares | 5,000,000 | ||||||||
Nominal exercise price per share | $ 0.00001 | ||||||||
Fair value of derivative liability | $ 248,952 | ||||||||
Principal balance | 0 | ||||||||
Debt discount | 195,000 | ||||||||
Intrinsic value | $ 234,950 | ||||||||
Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants shares | 125,000 | 2,000,000 | |||||||
Warrant per share | $ 0.05 | $ 0.05 | |||||||
Warrants maturity date | Mar. 01, 2028 | Feb. 24, 2027 | |||||||
Warrants term | 5 years | 4 years | |||||||
Warrants One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant per share | $ 0.30 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued for services, shares | 250,000 | ||||||||
Number of shares issued for services, value | $ 15,000 | ||||||||
Common stock shares issued | 106,551,722 | 106,551,722 | |||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 |
Notes Payable (Details)
Notes Payable (Details) - S B A Loan [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 (remaining) | $ 0 |
2025 | 0 |
2026 | 571 |
2027 | 2,431 |
2028 | 2,431 |
Thereafter | 109,267 |
Total | $ 114,700 |
Notes Payable (Details 1)
Notes Payable (Details 1) - Promissory Notes Payable [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 (remaining) | $ 13,002 |
2025 | 8,667 |
Total | $ 21,669 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Aug. 15, 2023 | May 01, 2023 | Mar. 01, 2023 | Oct. 08, 2021 | Aug. 12, 2021 | Jun. 03, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||||||||
Recorded interest expense | $ 146,905 | $ 37,500 | |||||||
Interest bearing | 15% | ||||||||
Issuance of warrants | 15,000 | ||||||||
Warrants exercise price | $ 0.05 | $ 0.05 | |||||||
Warrants expire date, description | March 1, 2028 | ||||||||
Fair value of derivative liability | $ 460 | ||||||||
Reclassified a promissory note | $ 7,500 | 7,500 | 0 | ||||||
Amortized debt discount | 195,000 | ||||||||
Promissory Note Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of warrants | 25,000 | ||||||||
Warrants expire date, description | March 1, 2028 | ||||||||
Fair value of derivative liability | $ 767 | ||||||||
Face amount | $ 64,206 | $ 35,982 | |||||||
Payment for processing services | 64,206 | 35,982 | |||||||
Payment for debt | 6,206 | 3,682 | |||||||
Net proceeds received | $ 49,770 | $ 32,300 | |||||||
Fixed fees | 6,206 | 3,685 | |||||||
Amortized debt discount | 1,034 | ||||||||
Debt discount repayments | 28,278 | ||||||||
Other net proceeds amount | $ 8,230 | ||||||||
Debt discount balance | 4,827 | ||||||||
Principal balance | 21,669 | ||||||||
Net notes payable balance | 16,842 | ||||||||
Promissory Note Payable 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortized debt discount | 3,682 | ||||||||
Debt discount repayments | 27,752 | ||||||||
Principal notes | 8,230 | ||||||||
Investor [Member] | Promissory Note Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Investor for amount | $ 12,500 | ||||||||
Interest bearing | 15% | ||||||||
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 | ||||||||
Recorded interest expense | 1,084 | 1,074 | |||||||
Accrued interest | 6,166 | $ 6,780 | |||||||
Outstanding principal | 114,700 | 114,700 | |||||||
Debt discount balance | 114,700 | ||||||||
Promissory Note Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Recorded interest expense | 639 | 0 | |||||||
Accrued interest | 1,908 | 1,269 | |||||||
Outstanding principal of promissory notes payable | 12,500 | 12,500 | |||||||
Promissory Note Payable 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Recorded interest expense | 384 | 0 | |||||||
Accrued interest | 1,145 | $ 761 | |||||||
Outstanding principal of promissory notes payable | $ 7,500 | $ 7,500 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Secured Convertible Notes [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 (remaining) | $ 1,327,222 |
2025 | 200,000 |
Total | $ 1,527,222 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||
Dec. 15, 2023 | Nov. 28, 2023 | Feb. 10, 2023 | Feb. 24, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 27, 2023 | Mar. 31, 2023 | Mar. 01, 2023 | Feb. 28, 2023 | |
Debt Instrument [Line Items] | ||||||||||||||
Amortized debt discount | $ 195,000 | |||||||||||||
Warrants exercise price | $ 0.05 | $ 0.05 | ||||||||||||
Received on debt | $ 217,222 | $ 200,000 | ||||||||||||
Shares issued for promissory note value | $ 750,000 | $ 200,000 | $ 250,000 | $ 195,000 | ||||||||||
Shares issued for promissory note shares | 5,000,000 | |||||||||||||
Nominal exercise price per share | $ 0.00001 | |||||||||||||
Derivative value | $ 248,952 | |||||||||||||
Debt discount | 150,750 | $ 35,407 | 13,420 | |||||||||||
Interest expense | 98,202 | |||||||||||||
Change in fair value of derivative liability | 460 | |||||||||||||
Derivative liability for guarantee and warrants | 585,546 | $ 1,317 | ||||||||||||
Derivative liability | 585,546 | 1,317 | ||||||||||||
Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants shares | 125,000 | 2,000,000 | ||||||||||||
Warrants exercise price | $ 0.05 | $ 0.05 | ||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 4 years | ||||||||||||
Warrants One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants exercise price | $ 0.30 | |||||||||||||
A J B Note [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 22,222 | $ 85,000 | $ 25,000 | |||||||||||
Maturity date | May 24, 2023 | |||||||||||||
Commitment fee shares | $ 800,000 | |||||||||||||
Shares issued for commitment fees | 2,000,000 | |||||||||||||
Shares issued for commitment fees value | $ 400,000 | |||||||||||||
Instrument and recorded derivative liability valued | $ 384,287 | |||||||||||||
Number of shares issued | 4,000,000 | |||||||||||||
Number of shares issued, value | $ 65,274 | |||||||||||||
Financing costs | 108,750 | |||||||||||||
Derivative guarantee | 384,287 | |||||||||||||
Issuance of warrants, value | $ 107,283 | |||||||||||||
Share issued | 4,000,000 | |||||||||||||
Commitment fee | $ 65,274 | |||||||||||||
Amortized debt discount | 665,594 | $ 60,000 | ||||||||||||
Number of additional shares issued | 1,000,000 | |||||||||||||
Loss on extinguishment of debt | $ 36,313 | |||||||||||||
Received on debt | $ 20,000 | |||||||||||||
Shares issued for promissory note value | $ 195,000 | |||||||||||||
Shares issued for promissory note shares | 5,000,000 | |||||||||||||
Nominal exercise price per share | $ 0.00001 | |||||||||||||
interest expense, other | 27,460 | 23,000 | ||||||||||||
Additional debt discount | 197,222 | 1,509 | ||||||||||||
Amortization of debt discount | 19,070 | 794 | ||||||||||||
Change in fair value of derivative liability | 252,194 | 352,627 | ||||||||||||
Repayment of debt | 23,542 | |||||||||||||
A J B Note [Member] | Warrants [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants shares | 1,000,000 | |||||||||||||
Warrants exercise price | $ 0.30 | |||||||||||||
A J B Note [Member] | Warrants One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants shares | 2,000,000 | |||||||||||||
Warrants exercise price | $ 0.05 | |||||||||||||
A J B Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 195,000 | 750,000 | ||||||||||||
Purchase price | 165,750 | 675,000 | ||||||||||||
Brokerage fees | 33,750 | |||||||||||||
Proceeds from loans | $ 150,750 | $ 641,250 | ||||||||||||
Maturity date | Jun. 14, 2024 | Feb. 24, 2023 | ||||||||||||
Interest rate | 10% | 10% | ||||||||||||
Shares issued for commitment fees | 4,000,000 | |||||||||||||
Warrants purchased | 1,000,000 | |||||||||||||
Issuance of warrants, value | $ 107,283 | |||||||||||||
Warrants expire date | Feb. 24, 2027 | |||||||||||||
Amortized debt discount | 178,152 | 0 | ||||||||||||
Derivative liability for guarantee and warrants | 502,083 | 663 | ||||||||||||
Note payable | 1,077,222 | 860,000 | ||||||||||||
Owed accrued interest | 96,022 | 68,562 | ||||||||||||
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 | |||||||||||||
Warrants exercise price | $ 0.30 | |||||||||||||
interest expense, other | 17,250 | 13,614 | ||||||||||||
Amortization of debt discount | 15,302 | $ 12,627 | ||||||||||||
Owed accrued interest | 80,313 | 63,063 | ||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
Warrants issued | 100,000 | 125,000 | ||||||||||||
Interest paid | 0 | |||||||||||||
Debt discount | 36,324 | 51,626 | ||||||||||||
Net note payable balance | $ 413,677 | $ 398,374 | ||||||||||||
Secured Convertible Notes [Member] | Two Accredited Investors [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 200,000 | $ 250,000 | ||||||||||||
Debt discount | 43,124 | 78,627 | ||||||||||||
Number of shares sold, value | 200,000 | 250,000 | ||||||||||||
Cash proceeds | 180,000 | 230,000 | ||||||||||||
Original issuance discount | 20,000 | 20,000 | ||||||||||||
Derivative liability | 7,254 | 8,136 | ||||||||||||
Secured Convertible Notes [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 50,000 | |||||||||||||
Number of shares issued, shares | 10 | |||||||||||||
Number of shares issued, value | $ 50,000 | |||||||||||||
Secured Convertible Notes [Member] | Options [Member] | Two Accredited Investors [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt discount | 19,330 | 50,491 | ||||||||||||
Conversion of debt discount | $ 20,000 | $ 20,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | ||
Derivative [Line Items] | |||
Expected dividend yield | |||
Minimum [Member] | |||
Derivative [Line Items] | |||
Expected term | 5 months 1 day | [1] | 8 months 4 days |
Expected average volatility | 188% | 111% | |
Risk-free interest rate | 3.60% | 3.93% | |
Maximum [Member] | |||
Derivative [Line Items] | |||
Expected term | 4 years 2 months 1 day | [1] | 5 years 3 days |
Expected average volatility | 372% | 372% | |
Risk-free interest rate | 4.60% | 5.03% | |
[1]5,000,000 warrants issued on December 15, 2023 do not have an expiration date. |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Commitment fee guarantee issued February 24, 2022 | $ 179,754 |
Warrants issued February 24, 2022 | 43,419 |
Embedded conversion feature in Note issued June 3, 2022 | 13,397 |
Warrants issued June 3, 2022 | 1,956 |
Embedded conversion feature in Note issued June 16, 2022 | 21,807 |
Warrants issued June 16, 2022 | 2,946 |
Embedded conversion feature in Note issued November 15, 2022 | 33,684 |
Warrants issued November 15, 2022 | 4,096 |
Warrants issued on February 10, 2023 | 43,959 |
Warrants issued on March 1, 2023 | 5,577 |
Warrants issued on December 15, 2023 | 234,951 |
Derivative liability balance - December 31, 2023 | $ 585,546 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details 2) | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liability beginning balance | $ 1,317 |
Addition of new derivatives recognized as debt discounts | 248,952 |
Loss on change in fair value of the derivative | 335,277 |
Derivative liability ending balance | $ 585,546 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - A J B Note [Member] - USD ($) | Feb. 23, 2024 | Dec. 15, 2023 | Feb. 10, 2023 | Feb. 24, 2022 | Nov. 28, 2023 | Sep. 27, 2023 |
Subsequent Event [Line Items] | ||||||
Principal amount | $ 85,000 | $ 22,222 | $ 25,000 | |||
Maturity date | May 24, 2023 | |||||
Commitment Fee | $ 65,274 | |||||
Shares issued for commitment fees | 2,000,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 195,000 | $ 750,000 | ||||
Purchase Price | 165,750 | 675,000 | ||||
Net proceeds from loans | $ 150,750 | $ 641,250 | ||||
Maturity date | Jun. 14, 2024 | Feb. 24, 2023 | ||||
Interest rate | 10% | 10% | ||||
Shares issued for commitment fees | 4,000,000 | |||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 140,000 | |||||
Purchase Price | 112,000 | |||||
Net proceeds from loans | $ 102,000 | |||||
Maturity date | Nov. 23, 2024 | |||||
Interest rate | 12% | |||||
Commitment Fee | $ 50,000 | |||||
Shares issued for commitment fees | 5,000,000 |