What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-09-07 compared with 2022-08-24 · 332 added, 255 removed, 412 unchanged (59% of the section changed)

5 unchanged sentences

FOR THE PERIOD ENDED JUNE

Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

Balance Sheets

receivable, net

September 30,

Current assets

and Stockholders’ Deficit

to related party

notes payable - related parties

notes payable

Accounts receivable, net

Total current assets

Vehicles, net of accumulated depreciation of $ 4,645

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

loan - noncurrent

notes payable -noncurrent

notes payable -related parties - noncurrent

and Contingencies (Note 8)

Stockholders’

Equity (Deficit)

Accounts payable

Accrued liabilities

Due to related party

Convertible notes payable - related parties

Convertible note payable

Total Current Liabilities

SBA Loan - noncurrent

Convertible note payable - noncurrent

Convertible notes payable - related party - noncurrent

Total Liabilities

Commitments and Contingencies (Note 9)

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001 par value;

10,000,000 shares authorized;

2,594,593 and 2,300,000 shares issued and outstanding at March 31, 2022 and September 30, 2021

0 and 2,300,000 shares issued and outstanding at June 30, 2022 and September 30, 2021, respectively

Common stock, $ 0.0001 par value;

1,000,000,000 shares authorized, 17,716,041 shares issued and 17,700,941 shares outstanding as of March 31, 2022 and 0 shares issued and outstanding as of September 30, 2021

paid in capital

stock, at cost - 15,100 and 0 shares at March 31, 2022 and September 30, 2021

1,000,000,000 shares authorized;

105,301,722 shares issued and 105,286,622 outstanding at June 30, 2022 and 0 shares issued and outstanding as of September 30, 2021, respectively

Additional paid in capital

Treasury stock, at cost - 15,100 and 0 shares at June 30, 2022 and September 30, 2021, respectively

Accumulated deficit

( 2,640,560 )

Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity (Deficit)

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of the

4 unchanged sentences

Statements of Operations

Miscellaneous

and dealer insurance cost

OF GOODS SOLD

PROFIT (LOSS)

and payroll taxes

and administrative

Three Months Ended

Nine Months Ended

Insurance revenue

Rental revenue

Initial fee revenue

Miscellaneous Revenue

Vehicle owner share

Driver and dealer insurance cost

TOTAL REVENUES

COST OF GOODS SOLD

GROSS PROFIT (LOSS)

OPERATING EXPENSES

INCOME (EXPENSE)

on contingency liability

on PPP loan forgiveness

debt discount

expense - related parties

Salaries and payroll taxes

Professional fees

General and administrative

Software development

Selling expense

TOTAL OPERATING EXPENSES

OPERATING LOSS

OTHER INCOME (EXPENSE)

BEFORE INCOME TAXES

Loss on contingency liability

Gain on PPP loan forgiveness

Amortization debt discount

Interest expense

Interest expense - related parties

Interest income

TOTAL OTHER EXPENSE

LOSS BEFORE INCOME TAXES

( 1,735,166 )

for income taxes

Provision for income taxes

$ ( 642,359 )

2 unchanged sentences

$ ( 439,322 )

LOSS PER SHARE:

and diluted net loss per share

and diluted weighted average number of common shares outstanding

NET LOSS PER SHARE:

Basic and diluted net loss per share

Basic and diluted weighted average number of common shares outstanding

The accompanying notes are an integral part of the

4 unchanged sentences

Statement of Changes in Stockholders’ Equity (Deficit)

For the Three and Six Months Ended March 31, 2022

For the Three and Nine Months Ended June 30, 2022

Total Stockholders’

10 unchanged sentences

Preferred stock issued for conversion of debt

Preferred stock issued for exercise of stock option as stock-based compensation - related party

Preferred stock issued for exercise of stock option - related party

Reorganization

2 unchanged sentences

( 1,998,201 )

Conversion of preferred stock to common stock

( 2,594,593 )

Cancellation of common shares against note receivable

Debt discount recorded for warrants issued in connection with convertible notes

Balance - June 30, 2022

$ ( 2,640,560 )

The accompanying notes are an integral part of the

2 unchanged sentences

(fka Creative Learning

Condensed Consolidated Statement of Changes in

Stockholders’ Equity (Deficit)

For the Three and Six Months Ended March 31, 2021

Stockholders’

- September 30, 2020

Condensed Consolidated

Statement of Changes in Stockholders’ Equity (Deficit)

For the Three and Nine Months Ended June 30, 2021

Total Stockholders’

Preferred Stock

Balance - September 30, 2020

$ ( 229,710 )

$ ( 219,100 )

- December 31, 2020

stock issued for services

- March 31, 2021

Balance - December 31, 2020

Stock-based compensation

Balance - March 31, 2021

Stock based compensation

Related party contributions

Balance - June 30, 2021

$ ( 669,032 )

$ ( 422,086 )

The accompanying notes are an integral part of the

4 unchanged sentences

Statements of Cash Flows

FLOWS FROM OPERATING ACTIVITIES:

Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,735,166 )

$ ( 439,322 )

to reconcile net loss to net cash used in operating activities:

on PPP loan forgiveness

compensation expense

on contingency liability

of debt discount

in operating assets and liabilities:

to related party

Cash used in Operating Activities

FLOWS FROM INVESTING ACTIVITIES:

of subsidiary

Cash used in Investing Activities

FLOWS FROM FINANCING ACTIVITIES:

from convertible note payable - related parties

from convertible notes payable

from the SBA loan

Cash provided by Financing Activities

change in cash

beginning of period

end of period

cash flow information

paid for interest

paid for taxes

Investing and Financing transactions:

stock issued for conversion of debt -related party

stock issued for conversion of debt

stock and warrant issued in connection with promissory note

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on PPP Loan Forgiveness

Stock-based compensation expense

Loss on contingency liability

Amortization of debt discount

Changes in operating assets and liabilities:

Due to related party

Accounts receivable

Accounts payable

Accrued liabilities

Net Cash used in Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary

Purchase of vehicles

Net Cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceed from related party

Proceeds from convertible debt

Proceeds from the SBA Loan

Proceeds from contributions from related parties

Net Cash provided by Financing Activities

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information

Cash paid for interest

Non-cash Investing and Financing transactions:

Preferred stock issued for conversion of debt -related party

Preferred stock issued for conversion of debt

Common stock and warrant issued in connection with promissory note

Debt discount recorded for warrants issued in connection with convertible notes

Conversion of preferred stock to common stock

Cancellation of common shares against note receivable

The accompanying notes are an integral part of the

4 unchanged sentences

Consolidated Financial Statements

March 31, 2022

June 30, 2022

Note 1 - Nature of Organization and Summary

53 unchanged sentences

for a fair presentation have been included.

Operating results for the six months ended March 31, 2022, are not necessarily indicative

Operating results for the nine months ended June 30, 2022, are not necessarily indicative

of the results for the full year.

21 unchanged sentences

with original maturities of three months or less when acquired, to be cash equivalents.

As of March 31, 2022 and September 30, 2021 the

As of June 30, 2022 and September 30, 2021 the

Company had cash of $ 389,664 and $ 9,774 , respectively and did not have cash equivalents.

7 unchanged sentences

The Company believes its allowances for

doubtful accounts as of March 31, 2022 and September 30, 2021 are adequate, but actual write-offs could exceed the recorded allowance.

During the year ended March 31, 2022, and September 30, 2021 the balances in the allowance for doubtful accounts was $ 0 .

doubtful accounts as of June 30, 2022 and September 30, 2021 are adequate, but actual write-offs could exceed the recorded allowance.

As of June 30, 2022 and September 30, 2021 the balances in the allowance for doubtful accounts was $ 0 .

Property and Equipment

equipment, consisting of vehicle are stated at cost.

Depreciation expense is recognized over

the assets’ estimated useful lives of five years using the straight-line method.

Major additions and improvements are

capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend

the life of the respective assets, are expensed as incurred.

Estimated useful lives are periodically reviewed and, when appropriate, changes

are made prospectively.

When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment

may be performed on the recoverability of the carrying amounts.

Revenue Recognition

5 unchanged sentences

rental, through participating franchise and independent car dealers.

During the period ended March 31, 2022 and 2021, the Company derived

During the period ended June 30, 2022 and 2021, the Company derived

its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual

26 unchanged sentences

of Operations.

DIA also generate miscellaneous revenue in a number

DIA also generates miscellaneous revenue in a number

At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental

8 unchanged sentences

Miscellaneous revenue

associated with use of the telematics software is recognized on a monthly basis as it is a monthly service.

associated with use of the telematics software is recognized on a monthly basis.

The Company’s Cost of Goods sold consists of

24 unchanged sentences

of Common Stock

calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed

by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted earnings per share

of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding

during the period.

Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt,

preferred stock, warrants and stock option.

For the periods ended March 31, 2022 and 2021, the common stock equivalents were excluded

from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

For the six months ended March 31, 2022, and 2021,

calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by

dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted earnings per share of common

stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period.

Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants

and stock option.

For the periods ended June 30, 2022 and 2021, the common stock equivalents were excluded from the computation of diluted

net loss per share as the result of the computation was anti-dilutive.

For the nine months ended June 30, 2022, and 2021,

respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was

anti-dilutive.

Schedule of antidilutive securities excluded from computation of earnings per share

of anti dilutive securities excluded from computation of earnings per share

Series A Convertible Preferred Stock

Convertible notes

Convertible notes-related party

Stock options

Reclassification

Certain accounts from prior periods have been reclassified to conform to

the current period presentation.

Recent Accounting Pronouncements

18 unchanged sentences

Note 2 – Going Concern

During the six months ended March 31,

2022, the Company had a net loss of $ 1,092,807 and

did not have sufficient cash on hand to cover expenses for the next twelve (12) months.

The reported net cash used in

operating activities of $ 289,526

in the six months ended March 31, 2022, which is offset by an increase in cash of $ 802,450

during the period ended March 31, 2022, from financings and $ 70,361

from the acquisition of a subsidiary.

These factors, among others, raise substantial doubt about the entities ability to

continue as a going concern.

During the nine months ended June 30, 2022, the Company

had a net loss of $ 1,735,166 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months.

net cash used in operating activities was $ 616,515 during the nine months ended June 30, 2022, which was offset by an increase in cash

of $ 1,052,450 during the period ended June 30, 2022 from financings and $ 70,361 from the acquisition of a subsidiary.

These factors, among

others, raise substantial doubt about the entities ability to continue as a going concern.

Management plans include converting its convertible

20 unchanged sentences

to participate in the change of control or accelerating the maturity date and receiving cash at the time of the change of control.

During the six months ended March 31, 2022 and 2021,

During the nine months ended June 30, 2022 and 2021,

the Company recorded interest expense of $ 2,296 and $ 3,943 , respectively.

7 unchanged sentences

Consideration:

Preferred A stock

acquired and liabilities assumed:

payable and accrued liabilities

Convertible Preferred A stock

Assets acquired and liabilities assumed:

Note receivable

Accounts payable and accrued liabilities

Total Goodwill

Note 5 - Note Receivable

A note receivable of $ 100,000 was issued to DriveItAway

Holdings in consideration for the sale of certain subsidiaries as a part of recapitalization.

The note receivable is unsecured, due on

April 20, 2022 and bears interest at 15 % per annum, provided that the payor has the right to satisfy the note in full by the return of

500,000 shares of the Company’s common stock for cancellation.

Holdings in consideration for the sale of certain subsidiaries as a part of its recapitalization.

The note receivable was unsecured, due

on April 20, 2022 and was to incur interest at 15 % per annum, provided that the payor has the right to satisfy the note in full by the

return of 500,000 shares of the Company’s common stock for cancellation.

In May 2022, the payor under the note receivable satisfied

the note in full by returning 500,000 shares of the Company’s common stock for cancellation (see Note 7).

Note 6 – Vehicles

During the nine months ended June 30, 2022, the Company

purchased 3 vehicles for $ 126,406 and recorded depreciation of $ 4,645 .

Note 7 – Equity

On April 18, 2022, the Company filed Amended and Restated

Articles of Incorporation (the “Amended and Restated Articles”) with the Secretary of State of the State of Delaware to authorize

one billion ( 1,000,000,000 ) shares of common stock having a par value of $ 0.0001 per share, and ten million ( 10,000,000 ) shares of preferred

stock having a par value of $ 0.0001 per share.

All or any part of the capital stock may be issued by the Corporation from time to time

and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders,

as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize one billion ( 1,000,000,000 ) shares of common

stock having a par value of $ 0.0001 per share, and ten million ( 10,000,000 ) shares of preferred stock having a par value of $ 0.0001 per

All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such

terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board

of Directors deems it advisable to obtain the advice of the stockholders.

Series A Preferred Stock

4 unchanged sentences

The Series A Preferred Stock has the following rights and preferences:

The Series A Preferred Stock

is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if

such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend

declared on the Common Stock.

The Series A Preferred Stock is

entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such

share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend declared

on the Common Stock.

Liquidation Preference :

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.

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.

Conversion Rights :

share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

Conversion Right :

The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock

at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.

During the six months ended March 31, 2021,

the Company issued 300,000 shares of DIA common stock which was automatically converted into 300,000 shares of Series A Preferred

at the closing of the Share Exchange on February 24, 2022.

The shares were issued to a consulting firm pursuant to one year consulting

agreement and valued at $ 692,308 .

Stock-based compensation expense related to this issuance for the six months ended March 31,

2022 and 2021 was $ 288,461 and $ 57,693 , respectively, and is included in general and administrative expense .

During the six months ended March 31, 2022, the Company

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 nine months ended June 30, 2021, the Company

issued 300,000 shares of DIA common stock which was automatically converted into 300,000 shares of Series A Preferred at the closing of

the Share Exchange on February 24, 2022.

The shares were issued to a consulting firm pursuant to one year consulting agreement and valued

at $ 692,308 .

Stock-based compensation expense related to this issuance for the nine months ended June 30, 2022 and 2021 was $ 288,461 and

$ 230,770 , respectively, and was included in general and administrative expense .

During the nine months ended June 30, 2022, the Company

issued 294,593 shares of DIA common stock which was automatically converted into 294,593 shares of Series A Preferred at the closing of

the Share Exchange on February 24, 2022.

The preferred stock is reflected retroactively for all periods presented.

· 52,284 shares issued for conversion

of debt – related party and accrued interest of $ 104,564

· 129,809 shares issued for conversion

of debt and accrued interest of $ 288,458

· 112,500 shares issued for exercise

of stock option - related party as stock-based compensation to related parties

As of March 31, 2022 and September 30, 2021, the Company

shares issued for conversion of debt – related party and accrued interest of $ 104,564

shares issued for conversion of debt and accrued interest of $ 288,458

shares issued for exercise of stock option - related party as stock-based compensation to related parties

On April 20, 2022, holders of 2,464,784

shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702

shares of common stock.

On the same date, the board of directors approved a resolution to exercise the Company’s right to

mandatorily convert the remaining 129,809

shares of Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979

shares of common stock.

As of June 30, 2022 and September 30, 2021, the Company

had 0 and 2,300,000 shares of Series A Preferred stock outstanding, respectively.

Common Stock Issuances

On February 24, 2022, the Company recognized

the equity of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares

of common stock and 15,100 shares of treasury stock,at a value of $ 1,720,867 (see Note 4).

On February 24, 2022, the Company recognized the equity

of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares of common stock

and 15,100 shares of treasury stock, at a value of $ 1,720,867 (see Note 4).

On February 24, 2022, the Company issued 4,000,000

shares of common stock valued at $ 316,324 for commitment fees in conjunction with the issuance of promissory note of $ 750,000 (see Note

As of March 31, 2022 and September 30, 2021, the Company

On April 20, 2022, the Company issued 88,085,681 shares

of common stock as a result of the conversion of all outstanding shares of Series A Preferred Stock.

In May 2022, 500,000 shares were returned for cancellation,

to satisfy a note receivable in the amount of $ 100,000 (see Note 5).

As of June 30, 2022 and September 30, 2021, the Company

had 105,301,722 and 0 common shares issued, respectively.

2 unchanged sentences

Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market.

As of March 31, 2022 and September 30, 2021, the Company had 15,100 and 0 shares of treasury stock, respectively.

As of June 30, 2022 and September 30, 2021, the Company had 15,100 and 0 shares of treasury stock, respectively.

Stock Options

24 unchanged sentences

board cancelled the Equity Plan and all outstanding options were cancelled.

Accordingly, as of March 31, 2022 the Company had no options

On February 24, 2022, in conjunction with the

issuance of promissory note of $ 750,000 , the Company issued 1,000,000 warrants for $ 0.30 per share, which were assigned

a value of $ 28,372 , and recorded to additional paid in capital.

Accordingly, as of June 30, 2022 the Company had no options

On February 24, 2022, in conjunction with the issuance

of a promissory note of $ 750,000 , the Company issued 1,000,000 warrants for $ 0.30 per share, which were assigned a value of

$ 28,372 , and recorded to additional paid in capital.

The warrants expire on February 24, 2027.

The warrants were valued

using the Black-Scholes pricing model.

In June 2022, in conjunction with a private offering

and the issuance of secured promissory notes of $ 250,000 (see Note 9), the Company issued 125,000 warrants for $ 0.30 per share, which

were assigned a value of $ 7,912 , and recorded to additional paid in capital.

The warrants expire in June 2027.

The warrants were valued using the Black-Scholes pricing

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.

For the six months ended March 31, 2022, the estimated

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.

For the nine months ended June 30, 2022, the estimated

fair values of the warrants were measured using the following inputs:

of assumptions used in valuing the stock options and warrants

Schedule of assumptions used in valuing the stock options and warrants

Stock price at time of issuance

$ 0.092 – 0.10

Exercise price

3 unchanged sentences

Risk-free interest rate

A summary of activity during the six months ended

March 31, 2022 is as follows:

of common stock warrants activity

A summary of activity during the nine months ended

June 30, 2022 is as follows:

Summary of common stock warrants activity

Weighted-Average

2 unchanged sentences

Balance as of October 1, 2021

Warrants assumed in reorganization

Balance as of March 31, 2022

1,882,793 warrants outstanding

in the Company prior to February 24, 2022, reflect the warrants as assumed in the reorganization.

intrinsic value of the warrants as of March 31, 2022, is $ 0 .

All of the outstanding warrants are exercisable as of March 31, 2022.

Warrants assumed from DIA Holdings

( 1,764,000 )

Balance as of June 30, 2022

1,882,793 warrants outstanding in the Company prior

to February 24, 2022, reflect the warrants as assumed in the reorganization.

The intrinsic

value of the warrants as of June 30, 2022, is $ 0 .

All of the outstanding warrants are exercisable as of June 30, 2022.

Note 8 – Notes Payable

12 unchanged sentences

In December 2021, the PPP Loan of $ 23,750 and accrued interest of $ 398 were forgiven and recognized as other income.

During the six months

ended March 31, 2022, the Company recorded interest expense of $ 59 .

During the nine months

ended June 30, 2022, the Company recorded interest expense of $ 59 .

On June 3, 2020, the Company entered into a SBA Loan

2 unchanged sentences

The SBA Loan matures on May 31, 2050 .

During the six months ended March 31, 2022, the Company recorded interest expense of $ 2,115 on the

SBA Loan and as of March 31, 2022 the accrued interest on the SBA Loan was $ 6,018 .

During the nine months ended June 30, 2022, the Company recorded interest expense of $ 3,187 on the

SBA Loan and as of June 30, 2022 the accrued interest on the SBA Loan was $ 7,091 .

Note 9 – Convertible Notes Payable

Secured Convertible Notes

2022, the Company’s board of directors approved an offering of up to 10

Units at $ 50,000

per Unit in a private offering.

Each Unit consists of a Secured Convertible Note with an original principal balance of $ 50,000

and one warrant to purchase Common Stock for every $ 2

invested in the offering.

The warrants have an exercise price of $ 0.30

per share and expire five ( 5 )

years from the date of issuance (see Note 7).

Each Secured Convertible Note bears interest at 15 %

per annum, matures 2

two years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20

Pursuant to a security agreement between the Company and investors in the Unit offering, and the subscription agreements

executed by the Company and the investors, the Secured Convertible Notes are secured by lien on two existing electric vehicles that

were owned by the Company at the time of the commencement of the offering, and eight additional electric vehicles that will be

purchased with the proceeds of the offering, assuming all 10 Units are sold in the offering.

The Company also granted subscribers in

the Unit offering piggyback registration rights with respect to any shares of common stock issuable upon conversion of the Secured

Convertible Notes or upon exercise of the warrants issued in the Unit offering.

2022, the Company sold a total of $ 250,000 of Units to two accredited investors, which resulted in the issuance of two secured promissory

notes with an aggregate principal amount of $ 250,000 , and the issuance of 125,000 warrants.

allocation of the warrant to the debt component resulted in a $ 7,912 debt discount that is being amortized to interest expense over

the term of the Note.

During the nine months ended June 30, 2022, the Company

recorded interest expense of $ 2,000 , and amortization of debt discount of $ 207 .

As of June 30, 2022, the debt discount recorded on the

note was $ 7,704 , resulting in a note payable balance of $ 242,296 .

AJB Capital Investments, LLC Note

8 unchanged sentences

The maturity date of the

AJB Note is August 24, 2022 , but it may be extended for six months upon the consent of AJB and the Company.

The AJB Note bears interest

at 10 % per year, and principal and accrued interest is due on the maturity date.

The Company may prepay the AJB Note at any time without

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).

AJB Note was extended to February 24, 2023 .

The AJB Note bears interest at 10 % per year, and principal and accrued interest is due on

the maturity date.

The Company may prepay the AJB Note at any time without penalty.

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

or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance,

including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion

price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that

is an exempt issuance.

Also pursuant to

the SPA, the Company paid AJB a commitment fee of $ 800,000 ,

payable in the form of 4,000,000 unregistered

shares of the Company’s common stock (the “Commitment Fee Shares”).

If, after the sixth month

anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the Commitment

Fee Shares for $ 800,000 ,

then the Company may be required to issue additional shares or pay cash in the amount of the shortfall.

However, if the

Company pays the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000 of

the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced to $ 400,000 .

The Company calculated and recorded a contingent liability for the Commitment Fee Shares, based on the closing stock price on

reporting date.

On issuance of the note, the Company valued the 4,000,000 Commitment Fee Shares of common stock at $316,324

and recorded this as additional paid in capital (see Note 6).

Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to

purchase 1,000,000 shares of the Company’s common stock for $ 0.30 per share, which was assigned a value of $ 28,372 that was

recorded as additional paid in capital.

The warrants expire on February 24, 2027 .

The warrants also include various covenants of

the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain

circumstances, may serve to restrict the holder’s right to exercise the warrants.

(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;

(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

Also pursuant to the SPA,

the Company paid AJB a commitment fee of $ 800,000 , payable in the form of 4,000,000 unregistered shares of the Company’s common

stock (the “Commitment Fee Shares”).

If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary

of closing, AJB has been unable to sell the Commitment Fee Shares for $ 800,000 , then the Company may be required to issue additional shares

or pay cash in the amount of the shortfall.

However, if the Company pays the AJB Note off on or before its maturity date, then the Company

may redeem 2,000,000 of the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced to $ 400,000 .

Company calculated and recorded a contingent liability for the Commitment Fee Shares, based on the closing stock price on reporting date.

On issuance of the note, the Company valued the 4,000,000 Commitment Fee Shares of common stock at $316,324 and recorded this as additional

paid in capital.

Pursuant to the SPA, the

Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 shares of the Company’s

common stock for $ 0.30 per share, which was assigned a value of $ 28,372 that was recorded as additional paid in capital.

expire on February 24, 2027 .

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes

a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

allocation of financing costs, issuance of the Commitment Fee shares, and the warrant to the debt component resulted in a $ 453,446 debt

discount that is being amortized to interest expense over the term of the AJB Note.

During the six months ended March 31,

2022, the Company recorded interest expense of $ 7,292 ,

amortization of debt discount of $ 87,683 ,

and a loss on contingency liability of $ 400,000

for the Commitment Fee Shares.

As of March 31, 2022, the contingent liability balance was $400,000 and the debt discount recorded on the

note was $365,763, resulting in a note payable balance of $384,237.

During the nine months ended June 30, 2022, the Company

recorded interest expense of $ 26,250 , amortization of debt discount of $ 315,658 , and a loss on contingency liability of $ 460,000 for the

Commitment Fee Shares.

As of June 30, 2022, the contingent liability balance was $ 460,000 and the debt discount recorded on the note was

$ 137,788 , resulting in a note payable balance of $ 612,212 .

Knightsgate Ventures II, LP Note

15 unchanged sentences

time of the change of control.

During the six months ended March 31, 2022, the Company

During the nine months ended June 30, 2022, the Company

recorded interest expense of $ 4,833 .

Individual Investor Notes

During the six months ended March 31, 2022, DIA issued

During the nine months ended June 30, 2022, DIA issued

an aggregate of five convertible notes to five investors, each for $ 25,000 .

2 unchanged sentences

to Knightsgate Ventures II, LP on April 1, 2021, as described above.

During the six months ended March 31, 2022 the Company recorded interest

During the nine months ended June 30, 2022 the Company recorded interest

expense of $ 2,641 on the notes.

4 unchanged sentences

Note 10 – Subsequent Events

The Company has evaluated all subsequent events through

Management has evaluated subsequent events through

the date these financial statements were available to be issued.

On April 20, 2022, holders of 2,464,784 shares of

Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702 shares of

common stock.

On the same date, the board of directors approved a resolution to exercise the Company’s right to mandatorily convert

the remaining Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979 shares of common stock.

As a result of the conversions, the Company does not have outstanding any shares of Series A Preferred.

In May 2022, the payor under a note receivable in

the principal amount of $100,000 satisfied the note in full by returning 500,000 shares of the Company’s common stock for cancellation.

2022, the Company closed on a transaction with two (2) investors pursuant to respective Subscription Agreements for an aggregate amount

of $ 250,000 ,

for five (5) Units.

Each Unit, priced at $ 50,000 ,

consists of a twenty-four (24) month Secured Promissory Note (the “Note”), at an interest rate of 15 %,

which is convertible at $ 0.20

per share into shares of the Company’s common stock.

Each Unit also provides

for warrants issued to the investors subject to a Common Stock Purchase Warrant, issued by the Company, for 25,000

shares of the Company’s common stock at an exercise price of $ 0.30

per share, exercisable within five ( 5 )

years from the date of issuance.

The Notes are secured by a Security Agreement upon an Event of Default.

Based on our evaluation no material events have occurred that require

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements