Driveitaway Holdings, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS Special Note Regarding Forward-Looking Information The following discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its wholly owned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company. and the notes to those financial statements that are included elsewhere in this Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. U.S. Dollars are denoted herein by “USD,” “$” and “dollars”. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The COVID-19 pandemic is a highly fluid situation, and it is not currently possible for us to reasonably estimate the impact it may have on our financial and operating results. We will continue to evaluate the impact of the COVID-19 pandemic on our business as we learn more and the impact of COVID-19 on our industry becomes clearer. We are complying health guidelines regarding safety procedures, including, but are not limited to, social distancing, remote working, and teleconferencing. The extent of the future impact of the COVID-19 pandemic on our business is uncertain and difficult to predict. Adverse global economic and market conditions as a result of COVID-19 could also adversely affect our business. If the pandemic continues to cause significant negative impacts to economic conditions, our results of operations, financial condition and liquidity could be adversely impacted. Overview DIA is the first 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 to 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. 1 Recent Developments Share Exchange Transaction On December 7, 2021, the Company, DriveItAway, Inc., a Delaware corporation (“ DIA ”), and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange (the “ Share Exchange Agreement ”), under which the Company would acquire all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “ Series A Preferred ”) of the Company for each outstanding share of DIA common stock (the “ Share Exchange ”). Each share of Series A Preferred will be convertible into that number of shares of common stock of the Company which would entitle the Series A Preferred holders to 85% of the Company’s common stock, determined on a fully diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined below). The exact conversion rate of the Series A Preferred will be determined at closing of the Share Exchange. In addition, each share of Series A Preferred will be entitled to dividends and voting rights on an “as converted” basis with the common stockholders. On February 24, 2022, the Company consummated the Share Exchange, which resulted in the Company issuing 2,594,593 shares of Series A Preferred to acquire all of the issued and outstanding common stock of DIA. Each share of Series A Preferred is convertible into 33.94971 share of common stock. In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis with the common stockholders. As a result, prior holders of DIA common stock own Series A Preferred that has approximately 85% of the voting rights on any matter submitted to shareholders for a vote. Upon closing of the Share Exchange, all of the existing members of the board of directors (the “ Board ”) of the Company resigned and John Possumato, Adam Potash and Paul Patrizio were appointed to the Company’s Board. Upon closing of the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato was appointed chief executive officer and Adam Potash was appointed chief operating officer. Mike Elkin agreed to remain as chief financial officer of the Company. Names Change and Capital Structure On April 18, 2022, the Company filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from Creative Learning Corporation to DriveItAway Holdings, Inc. and to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000 . RESULTS OF OPERATIONS Three months ended June 30, 2022, compared to three months ended June 30, 2021: Our operating results for the three months ended June 30,2022, and 2021 are summarized as follows Three Months Ended June 30, 2022 2021 Change % Revenues $ 7,084 $ 31,835 $ (24,751 ) (78 %) Cost of revenue 10,694 9,859 835 8 % Gross Profit (Loss) (3,610 ) 21,976 (25,586 ) (116 %) Gross Profit Percentage (51 %) 69 % Operating expense 330,544 252,208 78,336 31 % Other income (expense) (308,205 ) (5,173 ) (303,032 ) n/a Net loss $ (642,359 ) $ (235,405 ) $ (406,954 ) 173 % Revenues for the three months ended June 30, 2022 was $7,084, as compared to $31,835 for the three months ended June 30, 2021, a decrease of $24,751, primarily due to the nation-wide used car shortage resulting from supply chain disruptions due in part to the COVID-19 pandemic. In addition, semiconductor chips, one of the main components that run vehicle electronics, came in short supply, which affected both new and used car markets, causing significantly higher prices and low inventory. 2 Operating expenses for the three months ended June 30, 2022 were $330,544, as compared to $252,208 for the three months ended June 30, 2021. The increase of $78,336 was largely attributable to an increase in salaries and payroll taxes of $58,025 and selling expenses of $8,834. Operating loss was $334,154 for the three months ended June 30, 2022, as compared to $230,232 for the three months ended June 30, 2021. The increase of $103,922 was largely attributable to an increase in salaries, payroll taxes, selling expenses and a decrease in revenues. Other expenses for three months ended June 30, 2022 were $308,205, as compared to $5,173 for the three months ended June 30, 2021. The increase of $303,032 was attributable to loss on contingency liability, associated with our convertible debt, of $60,000, amortization debt discount of $228,182 and an increase in interest expenses of $16,278. Nine months ended June 30, 2022, compared to nine months ended June 30, 2021 3 Our operating results for the nine months ended June 30, 2022 and 2021 are summarized as follows: Nine Months Ended June 30, 2022 2021 Change % Revenues $ 28,730 $ 93,200 $ (64,470 ) (69 %) Cost of revenue 21,789 30,214 (8,425 ) (28 %) Gross Profit 6,941 62,986 (56,045 ) (89 %) Gross Profit Percentage 24 % 68 % Operating expense 951,136 493,027 458,109 93 % Other income (expense) (790,971 ) (9,281 ) (781,690 ) n/a Net loss $ (1,735,166 ) $ (439,322 ) $ (1,295,844 ) 295 % Revenues for the nine months ended June 30, 2022 was $28,730, as compared to $93,200 for the nine months ended June 30, 2021, a decrease of $64,470, primarily due to the nation-wide used car shortage resulting from supply chain disruptions due in part to the COVID-19 pandemic. In addition, semiconductor chips, one of the main components that run vehicle electronics, came in short supply, which affected both new and used car markets, causing significantly higher prices and low inventory. Operating expenses for the nine months ended June 30, 2022 were $951,136, as compared to $493,027 for the nine months ended June 30, 2021. The increase of $458,109 was attributable to an increase in professional fees of $310,303, salaries and payroll taxes of $147,049 and selling expenses of $11,343, reduced by a decrease in general and administrative expenses of $10,127 and software development expenses of $20,713. Operating loss was $944,195 for the nine months ended June 30, 2022, as compared to $430,041 for the nine months ended June 30, 2021. The increase of $514,154 was largely attributable to an increase in professional fees, salaries, payroll taxes, selling expenses and a decrease in revenues. Other expenses for nine months ended June 30, 2022 were $790,971, as compared to $9,281 for the nine months ended June 30, 2021. The increase of $781,690 was attributable to loss on contingency liability, associated with our convertible debt, of $460,000, amortization debt discount of $315,865 and an increase in interest expenses of $29,985, offset by a gain on PPP loan forgiveness of $24,148. Liquidity and Capital Resources: The following table provides selected financial data about our Company as of June 30,2022. Working Capital June 30, September 30, 2022 2021 Change Cash $ 389,664 $ 9,774 $ 379,890 Current assets $ 395,760 $ 31,229 $ 364,531 Current liabilities 750,018 229,228 520,790 Working capital (deficiency) $ (354,258 ) $ (197,999 ) $ (156,259 ) As of June 30, 2022, and September 30, 2021, our total current assets were $395,760 and $31,229 which were comprised of $389,664 and $9,774 in cash and $6,096 and $21,455 in accounts receivable, respectively. 4 As of June 30, 2022, our current liabilities were $750,018 which were comprised of $109,187 in accounts payable, $16,710 in accrued liabilities, $11,183 in SBA loan and $612,212 in convertible notes payable and $726 in due to related party. As of September 30, 2021, our current liabilities were $229,228 which were comprised of $132,696 in accounts payable, $29,386 in accrued liabilities, $29,878 in SBA and PPP loans, $7,268 in due to related party and $30,000 in convertible note-related parties. As of June 30, 2022, and September 30, 2021, our working capital deficiency was $354,258 and $197,999, respectively. Cash Flow Data: Nine Months Ended June 30, 2022 2021 Change Cash used in operating activities $ 616,515 $ 170,737 $ 445,778 Cash used in investing activities $ 56,045 $ — $ 56,045 Cash provided by financing activities $ 1,052,450 $ 220,566 $ 831,884 Net Change in Cash for period $ 379,890 $ 49,829 $ 330,061 Cash Flows from Operating Activities During the nine months ended June 30, 2022, we did not generate positive cash flows from operating activities. For the nine months ended June 30, 2022, net cash flows used in operating activities was $616,515, consisting of a net loss of $1,735,166, reduced by stock-based compensation expenses of $372,836, loss on contingency liability of $460,000, amortization debt discount of $315,865, depreciation of $4,645, and increased by gain on PPP loan forgiveness of $24,148 and a change in working capital of $10,547. During the nine months ended June 30, 2021, we did not generate positive cash flows from operating activities. For the nine months end June 30, 2021, net cash flows used in operating activities was $170,737, consisting of a net loss of $439,322, reduced by an increase in stock -based compensation expenses of $230,770 and a change in working capital of $37,815. Cash Flows from Investing Activities During the nine months ended June 30, 2022, the Company generated cash of $70,361 from the acquisition of a subsidiary and purchased three vehicles for $126,406. The Company did not use any funds for investing activities during the nine months ended June 30, 2021. Cash Flows from Financing Activities During the nine months ended June 30, 2022, the Company generated $1,016,250 from issuance convertible notes and $36,200 from an SBA loan. During the nine months ended June 30, 2021, the Company generated $150,000 from issuance of convertible notes, $65,000 from related party loan and $5,566 contribution from related party as additional paid-in-capital. Going Concern As of June 30, 2022, the Company had a net loss of $1,735,166, accumulated deficit of $2,640,560 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2022. 5 The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these requirements, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following: ● Recapitalization ● Revenue Recognition ● Stock-Based Compensation ● Income Taxes While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 1 of Notes to the Condensed Consolidated Financial Statements. Recapitalization On February 24, 2022, the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. (“DIA”) executed an Agreement and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock of the Company for each outstanding share of DIA common stock. For financial accounting purposes, this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. Revenue Recognition The Company’s revenue is recognized in accordance with Accounting Standards Codification(“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. During the period ended 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 car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer. The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. 6 Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third - party insurance provider on a monthly basis. This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations. DIA also generate miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis as it is a monthly service. The Company’s Cost of Goods sold consists of credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors. Stock-Based Compensation The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate. Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item. 7