What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-09-07 compared with 2022-08-24 · 24 added, 23 removed, 3 unchanged (94% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

Stock and Treasury Stock

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.

24, 2022, the Company issued 4,000,000 shares of common stock as a commitment fee in conjunction with the issuance of promissory note

24, 2022, the Company issued 2,464,784 shares of Series A preferred stock to acquire all of the issued and outstanding common stock of

DIA pursuant to the Share Exchange.

In March 2022, the Company issued an additional 129,809 shares of Series A preferred stock to acquire

an equal number of shares of common stock issued by DriveItAway, Inc., its wholly-owned subsidiary, upon the conversion of certain notes

previously issued by DriveItAway, Inc.

Each share of

Series A preferred stock is convertible into 33.94971 shares of common stock.

24, 2022, the Company issued 1,000,000 warrants in conjunction with the issuance of the promissory note to AJB Capital Investments, LLC.

The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance.

The securities in the transactions described above

were sold or issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions

not involving any public offering.

All certificates evidencing the shares sold or issued bore a restrictive legend.

No underwriter participated

in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection

The proceeds from these sales were used for general corporate purposes.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

The securities

in the foregoing transaction issued in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities

Act for securities solely in exchange for other securities of the issuer.

June 2022, the Company’s board

of directors approved an offering of up to 10 Units in a private offering at $50,000 per Unit.

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.

warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance.

Each secured convertible note

bears interest at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common

stock at $0.20 per share.

During June 2022, the Company sold a total of five Units for $250,000 to two accredited investors, which resulted

in the issuance of two secured promissory notes with aggregate principal amount of $250,000, and the issuance of 125,000 warrants .

securities in the transactions described above were sold or issued in reliance on the exemption from registration provided in Section

4(a)(2) of the Securities Act for transactions not involving any public offering.

All certificates evidencing the shares sold or

issued bore a restrictive legend.

No underwriter participated in the offer and sale of these securities, and no commission or other

remuneration was paid or given directly or indirectly in connection therewith.

The proceeds from these sales were used for general

corporate purposes.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

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 2. Unregistered Sales of Equity Securities