What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-01-13 compared with 2022-01-11 · 358 added, 390 removed, 1 unchanged (100% of the section changed)

Creative Learning

Corporation, operating under the trade names of Bricks 4 Kidz® and Sew Fun Studios®, offers educational and enrichment

programs to children ages 3 to 13+ through its franchisees.

The Company’s business model is to sell franchise territories

and collect a one-time franchise fee, renewal fees and monthly royalty fees from each territory.

Through the Company’s franchise

business model, which includes a proprietary curriculum and marketing strategy plus a proprietary franchise management tool, the

Company provides a wide variety of programs designed to enhance students’ problem solving and critical thinking skills.

of September 30, 2021, the Company had 451 Bricks 4 Kidz® and Sew Fun Studios® global franchise territories, including

28 Bricks 4 Kidz® master franchises, and 134 Bricks 4 Kidz® sub-franchises operating in 39 countries.

Company Background

The Company was formed

in March 2006 under the name B2 Health, Inc.

to design, manufacture and sell chiropractic tables and beds.

The Company generated

only limited revenue and essentially abandoned its business plan in March 2008.

In July 2010, the Company’s name was changed

to Creative Learning Corporation.

On July 2, 2010,

the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company formed in May 2009, under

a Stock Exchange Agreement with the members of BFK for 9,000,000 shares of the Company’s common stock.

BFK offers a franchise

concept known as Bricks 4 Kidz®, a mobile business operated by franchisees within a specific geographic territory offering

project-based programs designed to teach principles and methods of engineering to children ages 3-13+.

BFK began selling franchises

in July 2009.

On January 26, 2015

the Company formed SF Franchise Company, LLC (“SF”) for the purpose of offering a second franchise concept known as

Sew Fun Studios®.

Sew Fun Studios® is a mobile business operated by franchisees within a specific geographic territory

offering creative project-based activities, classes, and programs in fashion and interior design and sewing to children and adults.

During fiscal year

2020, the Company formed B4K eLearning LLC to offer academic programs including access to Stride, an online educational platform

that utilizes artificial intelligence to create lesson plans.

In July 2019, the

Company entered into an operating agreement for a joint venture known as Bricks4Schoolz, LLC, with BPL Enterprises for Bricks4Schoolz LLC

Under the operating agreement, the joint venture is granted a license to distribute certain intellectual property

of the Company through a software system developed by BPL for the joint venture, provided that the joint venture may only distribute

the intellectual property to elementary and middle schools in territories which are not covered by an existing franchisee of the

In July 2021, the Company acquired BPL’s interest in the joint venture, as well as any proprietary software and

content developed for the joint venture by BPL.

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”).

As a result of the Share Exchange,

DIA will become a wholly-owned subsidiary of the Company.

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

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.

Upon closing of the Share Exchange, all of the existing members of the board of directors (the “Board”)

of the Company have agreed to resign, and John Possumato, Adam Potash and Paul Patrizio will be appointed to the Company’s

Upon closing of the Share Exchange, Christopher Rego and Rod Whiton have agreed to resign as officers, and upon their resignation

John Possumato will be appointed chief executive officer and Adam Potash will be appointed chief operating officer.

has agreed to remain as chief financial officer of the Company.

Closing of the Share Exchange Agreement is subject to a number

of conditions, and is expected to occur in the first quarter of 2022, provided that the closing conditions are satisfied or waived.

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 turn-key, 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.

On December 7, 2021,

the Company entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which the Company agreed to sell

all of the Company’s subsidiaries (the “Learning Subsidiaries”) involved in its learning business (the

“Learning Business”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to

the Purchaser.

In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to

indemnify and hold the Company harmless from any such liabilities.

The Purchaser is controlled by Christopher Rego, the

Company’s current chief executive officer.

Closing of the sale will occur after the closing of the Share Exchange.

BFK franchises, which

conduct business under the trade name BRICKS 4 KIDZ®, offer programs designed to teach principles and methods of engineering

to children between the ages of 3 and 13 using LEGO® plastic bricks and other LEGO® products through classes, field trips,

and other organized activities that are designed to enhance and enrich the traditional school curriculum, trigger young children’s

lively imaginations and build self-confidence.

BFK’s programs foster creativity and provide a unique atmosphere for students

to develop problem-solving and critical-thinking skills by designing and building machines, catapults, pyramids, race cars, buildings

and numerous other systems and devices using LEGO® bricks and other LEGO® products.

The Company may provide training and

corporate franchisee support to all franchisees and recognizes revenue from the sale of its franchises when all initial training,

pursuant to the terms of the franchise agreements, is completed.

BFK franchises are

mobile models, with activities scheduled in locations such as preschools, elementary and middle schools, camps, birthday parties,

community centers and churches.

At September 30,

2021, BFK had 274 global Bricks 4 Kidz® and Sew Fun Studios® franchise territories, 28 Bricks 4 Kidz® master franchises,

and 134 Bricks 4 Kidz® sub-franchises operating in 39 countries.

The following table details franchise activity:

September 30, 2019

Terminations and non-renewals and cancellations

September 30, 2020

Terminations and non-renewals and cancellations

September 30, 2021

In-school workshops .

One-hour classes during school hours.

Classes are correlated to the typical science curriculum for a particular grade level.

guides, student worksheets, and step-by-step instructions are provided.

After-school classes .

One hour, one day a week class held after school.

Pre-school classes .

Classes can be held in pre-schools for children of pre-school ages.

Classes for home-schooled

Classes can be held in the home of one of the parents of a home-schooled child.

three hours per day for five days.

Camps can take place at schools or at other child-related venues.

Children use LEGO® bricks

to explore various science and math concepts while working in an open, friendly environment.

The material covered each session

varies depending on students’ ages, experience, and skill level.

A new project is built each week.

Architectural concepts

are taught while assembling buildings, castles and other structures.

Instructional content includes concepts of friction, gravity

and torque, scale, gears, axles and beams.

The children work and play with programmable LEGO® bricks along with electric motors,

sensors, system bricks, and LEGO® Technic pieces (i.e., gears, axles, and beams).

Birthday parties .

In the home of the birthday child.

Special events .

Activities with LEGO® bricks can be held in various locations including church centers, lodges, child-related venues, private

schools, pre-schools, etc.

Program can include parents, grandparents and all children in the family.

BFK Franchise

BKF sells franchises

both domestically and internationally.

International sales can be a single franchise or a master franchise, where the master franchisee

operates a franchise in the territory, and is also able to develop, sell and manage sub-franchises in the territory under the master

franchise agreement.

BFK does not offer master franchises in the United States.

Under a franchise

agreement, a franchisee pays a one-time, non-refundable franchise fee upon the execution of the franchise agreement.

Domestically,

there can be variations on the franchise fees depending on the size or territories being purchased, and other factors of the territory.

The typical-sized, domestic, single territory franchise fee is $30,000.

If the franchisee is granted an additional geographic area

to increase the size of their territory, then the franchisee must pay an additional fee.

If the franchisee is in good standing

and is granted a second or additional franchise, then the franchisee must pay a franchise fee for each additional franchise.

International franchise

fees vary and are set relative to the potential of the franchised territories.

During the fiscal year ended September 30, 2021,

BFK sold no master franchises.

In the case of a master franchise, BFK receives a percentage of the franchise fee paid to the master

franchisee by any sub-franchisee operating in the master franchisee’s territory.

The Company uses

a network of franchise marketing and promotion media to contact prospective franchisees.

When a potential contact is received,

the initial information relating to a buyer is passed to a franchise sales broker or director of business development to initiate

contact with the potential new franchisees.

The responsibility of the sales broker and/or director of business development is to

vet the potential franchisee for compatibility with the franchise concept, among other things.

As part of the process of vetting

potential franchisees, the Company requires all prospective franchisees to complete a Request for Consideration form.

Upon completion

of the process the sales broker is paid a commission typically ranging from 20% to 30% of the franchise fee while the director

of business development commission ranges between 5% to 7% and the Marketing Director earns 1%.

The franchisee is

granted a limited exclusive territory and a license to use the “Bricks 4 Kidz®” name, trademarks and course materials

in the franchised territory.

The franchisee is required to conform to certain standards of business practices and comply with all

applicable laws.

Each franchise is run as an independent business and, as such, is responsible for its operation, including employment

of adequate staff.

The term of the franchise

is for ten years.

Subject to any applicable laws, BFK has the right to terminate any franchisee in the event of the franchisee’s

bankruptcy, a default under the franchise agreement, or other events.

The franchisee has the right to renew the franchise for an

additional ten years if, at the time of renewal, the franchisee is in good standing and pays a renewal fee in the amount of $5,000.

During FY2018, the Company, in accordance with FTC Franchise Rule 436.7(a), suspended sales of new franchises in the United States

as the Company awaited the completion of its audited financial statements.

The Company obtained approval to offer and sell new

franchises in many jurisdictions in fiscal 2021;

however, new sales continued to be hampered by the COVID-19 pandemic.

Franchise Disclosure

Under federal law,

the Company is required to (a) prepare a franchise disclosure document (“FDD”) including federally mandated information,

(b) provide each prospective franchisee with a copy of the FDD, and (c) wait 14 calendar days before entering into a binding agreement

with the prospective franchisee or collecting any payment from any prospective franchisee.

Federal law does not regulate the franchise

relationship or require any filing or registration of the FDD on the part of a franchisor.

The Company is also required to comply

with certain state regulations in connection with the offer and sale of franchises, including the requirement to submit the

FDD for registration with a number of states before offering or selling franchises within those states.

The states requiring registration

of the FDD are:

California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South

Dakota, Virginia, Washington and Wisconsin.

In these states, state regulatory agencies review the FDD to confirm compliance with

state statutory requirements.

These state agencies can deny registration of the FDD if they determine that the FDD fails to meet

state statutory requirements.

If a state denies the issuance of an effective registration, a franchisor is prohibited from offering

or selling franchises in that state.

See “Government Regulation” below for more information.

Marketing Fees

The Company invoices

all applicable franchisees a royalty fee on a monthly basis based on either a flat fee structure or seven percent of revenue.

franchisee, upon signing a franchise agreement, has authorized and provided the required banking information to allow the

electronic collection of all fees.

Approximately three days after the invoice has been issued to the franchisee, an ACH draft (automatic

deduction from the franchisee bank account) for the royalty fee withdrawal is processed through the Company’s banking system.

When the Company changes its royalty structure, existing franchisees maintain their contractual franchise royalty rate unless they

agree to amend those rates.

The following is the royalty fee structure:

Time Period During the Initial Term of Franchise Agreement

Royalty Fees Amount (U.S.

October 1, 2017 through September 30, 2018

October 1, 2018 through September 30, 2019

October 1, 2019 through September 30, 2020

October 1, 2020 through September 30, 2021

October 1, 2021 and for the remainder of the initial term of the Franchise Agreement

If any franchisee

owns and operates more than one territory, the royalty fees payable to the Company for the second territory and each additional

territory shall be as follows:

Time Period During the Initial Term of Franchise Agreement

Royalty Fees Amount (U.S.

October 1, 2019 through September 30, 2020

October 1, 2020 through September 30, 2021

October 1, 2021 and for the remainder of the initial term of the Franchise Agreement

BFK administers a

marketing fund for domestic and Canadian franchisees for the purpose of building brand awareness in their respective countries.

The marketing fund expenditures are funded by BFK collecting a 2% marketing fee, based upon gross receipts reported in the Franchise

Management Tool (“FMT”), from domestic and Canadian franchisees.

The respective franchisees are typically invoiced

the middle of each month for the prior month’s receipts.

These marketing fee receipts and expenses are reported on the statement

of operations on a gross revenue basis, presenting receipts as revenue and expenses as operating expenses.

Any receipts that exceed

expenditures are recorded as a liability on the balance sheet.

The collections of these funds are done using the Company’s

ACH program, as agreed to by each franchisee in their Franchise Agreement.

The Marketing Fund is segregated into a separate bank

In April 2018, the third party provider of the FMT restricted the Company’s access to the software.

franchisees were instructed to self-report their marketing fees, however many franchisees did not comply with this request.

past due marketing fees will be addressed once COVID-19 is no longer an issue.

During 2021, the Company eased up on collection

efforts for the outstanding marketing fees and did not bill out any new marketing fees due to the COVID-19 pandemic.

BFK Competition

Although BFK pioneered

the LEGO® modeling-based curriculum for afterschool programs, we believe there are at least two other companies franchising

a model similar to that of Bricks 4 Kidz®, Engineering 4 Kids and Snapology.

Play-Well Teknologies offers after-school classes,

camps and birthday parties using LEGO® bricks.

Vision Education and Media offers after school classes using LEGO® bricks

in the New York metropolitan area.

In addition, several other small businesses around the country offer after-school classes and

vacation camps using LEGO® bricks.

These classes and camps are typically held in elementary schools, middle schools and community

Sew Fun Studios

As a result of an

unexpectedly lengthy audit process for fiscal year 2018, the Company was unable to sell franchises for a good portion of the year,

because the Company’s FDD required audited financial statements.

When the audit was completed, the Company focused its efforts

on the Bricks4Kidz franchises.

Plans for expanding and marketing Sew Fun Studies were placed on hold.

At September 30, 2021, SF

had no franchise territories.

Bricks4Schoolz

In July 2019, the

Company entered into an operating agreement for a joint venture known as Bricks4Schoolz, LLC, with BPL.

Under the operating agreement,

the joint venture is granted a license to distribute certain intellectual property of the Company through a software system developed

by BPL for the joint venture, provided that the joint venture may only distribute the intellectual property to elementary and middle

schools in territories which are not covered by an existing franchisee of the Company.

The Company originally acquired a 49% interest

in the joint venture, and BPL owned the remaining 51%, and was entitled to a 12% royalty on all gross sales generated by the joint

In addition, BPL was the exclusive manager of the joint venture, and in that capacity had sole control of the joint venture.

BPL was responsible contributing all capital required by the joint venture, and was entitled to recoup all of its capital contributions

before any profits or distributions are allocable to the Company’s interest.

In July 2021, the Company acquired BPL’s

interest in the joint venture, as well as any proprietary software and content developed for the joint venture by BPL, in settlement

of disputes with BPL over the joint venture.

Franchising Process

Initial contact between

a potential franchisee and the Company may result from a potential franchisee contacting the Company, either by phone or electronically.

Potential franchisees may also be introduced to the Company by brokers and/or other parties, and the Company may pay commissions

and consulting fees to the brokers.

The Company has discontinued its previous practice of introducing franchisee candidates to

third party financing sources to cover franchising expenses, as well as, paying commissions and consulting fees to the Company’s

directors and officers.

After initial contact,

one of the Company’s franchise consultants and/or internal sales personnel interviews each prospective franchisee (the “candidate”)

to determine whether the candidate may make a successful franchisee.

If the franchise consultant determines that the candidate

may make a successful franchisee, the candidate submits a request for consideration (“RFC”).

The Company reviews the

RFC, and if the RFC is approved, the franchise consultant continues the vetting process, which focuses on financial and other factors.

Upon receipt of the

RFC, the candidate is emailed a copy of the Company’s franchise disclosure document.

The franchise consultant reviews the

franchise disclosure document with the candidate and answers any questions concerning the franchise and the franchise agreement.

The Company does not provide projections of a franchise’s financial model or performance to prospective franchisees

Assuming the candidate

has cleared the initial vetting process and remains interested in operating one of the Company’s franchises, the candidate

is invited to attend a “discovery day” held at the Company’s headquarters, or in some instances at another location,

during which representatives of the Company and the candidate meet face to face.

If the Company decides that the candidate meets

its objectives for the franchise, the required disclosure waiting period has expired and the candidate wants to move forward and

become a franchisee, the parties execute a franchise agreement.

The Company will

sell a franchise for a particular territory only when the Company has a reasonable belief that the potential franchisee meets the

Company minimum criteria.

If a franchisee is not successful, the Company may terminate the franchise agreement by providing notice

to the franchisee or repurchasing the franchise from the franchisee.

Until the Company provides a notice of termination or repurchases

the franchise and terminates the franchise by mutual agreement, the Company considers the franchise to be active.

Government Regulation

The offer and sale

of franchises is regulated by the Federal Trade Commission (the “FTC”) and some state governments.

In 1979, the FTC

promulgated what became known as the FTC Franchise Rule.

The FTC Franchise Rule requires that the franchisor provide a FDD to each

prospective franchisee prior to execution of a binding franchise agreement or payment of money by the prospective franchisee.

FTC Franchise Rule does not regulate the franchise relationship or require any filing or registration on the part of a franchisor.

However, the FTC

Franchise Rule does not preempt state law and, as a result, states may (and, some have) impose additional requirements on franchisors.

For example, the following states require franchisors (i) to register their franchise offerings (or qualify for an exemption) with

the state prior to the offer and sale of franchises in the state, and (ii) subject to certain exemptions, to provide all prospective

franchisees with a registered FDD prior to the offer and sale of a franchise in the state:

California, Hawaii, Illinois, Indiana,

Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin (the “Franchise

Registration States”).

The registration process is not uniform in each Franchise Registration State.

Most Franchise Registration

States require the franchisor to submit an application, which includes a FDD, in order to register to sell franchises within that

Many, but not all, of the state regulatory agencies in the Franchise Registration States review the franchisor’s registration

application, the FDD, the proposed franchise agreement and any other agreements franchisees must sign, the financial condition

of the franchisor, and other material information provided by the franchisor in its application.

These state agencies have the

authority to deny a franchisor’s application for registration and prohibit the franchisor from offering or selling franchises

in the state.

In addition, there

are numerous states that have laws that regulate the relationship between a franchisor and a franchisee after the sale of the franchise.

Under the FTC Franchise

Rule, the FTC has the authority to seek civil penalties against a franchisor for violations of the FTC Franchise Rule.

the Franchise Registration States has similar authority to seek penalties for violations of their state franchise registration

and disclosure laws.

Violations may include offering or selling an unregistered franchise, failing to timely provide the disclosure

document to a prospective franchisee or making misrepresentations in the FDDs.

Additionally, officers, directors and individuals

with management responsibility for the franchisor may have personal liability for violations of franchise laws if they had knowledge

of (or should have had knowledge of) or participated in the violations.

There is no direct,

private right of action for a violation of the FTC Franchise Rule.

However, most of the Franchise Registration States provide for

a private right of action for a violation of the state’s franchise registration and disclosure law.

Remedies available under

these laws typically include damages, rescission of the franchise agreement and attorneys’ fees.

On January 29, 2016,

the Company temporarily suspended domestic franchise offers and sales of Bricks 4 Kidz® and Sew Fun Studios® franchises

in compliance with FTC Franchise Rule, Section 436.7(a) due to delay in completion of the Company’s fiscal year 2015 consolidated

audited financial statements.

In turn, this delayed completion of the Company’s 2016 FDDs for the Bricks 4 Kidz® and

Sew Fun Studios® franchise offerings.

The Company restarted selling efforts of Bricks 4 Kidz in September of 2016.

This temporary

suspension of domestic franchise offers and sales did not affect the Company’s international franchise offer and sales activity

or its royalty fee collections from existing franchisees.

The Company has also currently temporarily suspended domestic franchise

offers and sales of Bricks 4 Kidz® and Sew Fun Studios® franchises in compliance with FTC Franchise Rule, Section 436.7(a)

due to delay in completion of the Company’s fiscal year 2018 consolidated audited financial statements.

In turn, this delayed

completion of the Company’s 2018 and 2019 FDDs for the Bricks 4 Kidz® and Sew Fun Studios® franchise offerings.

During fiscal 2020,

the Company sold its two properties in Florida and transitioned to a Boise, Idaho location for which an office lease was signed

for space at 5995 W State Street Suite B, Garden City, ID 83703.

On November 1, 2020 the Company relocated to Florida for which

a one-year office lease was signed for office space at 475 W Townplace, Suite, A, St Augustine, FL 32092.

On October 21, 2021,

the Company signed a new lease for office space at 1637 S.

Main Street, Milpitas, CA 94035, and relocated its office there on November

At September 30,

2021, the Company had 4 full-time employees.

As used in this Annual Report,

references to the “Company,” “DriveItAway,” “we,” “our,” and “us” refer to

DriveItAway Holdings, Inc.

and its consolidated subsidiary, unless otherwise indicated.

In addition, references to our “financial

statements” are to our consolidated financial statements included elsewhere in this Annual Report except as the context otherwise

We prepare our consolidated

financial statements in United States dollars and in accordance with generally accepted accounting principles as applied in the United

States, (“U.S.

In this Annual Report, references to “$” and “dollars” are to United States

DriveItAway Holdings, Inc.

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.

18, 2022, the name was changed to DriveItAway Holdings, Inc.

Company 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.

We provide 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 has expanded its easy and transparent consumer app ‘subscription to ownership’

platform to enable entry level consumers to drive and acquire new Electric Vehicles.

Agreement and Plan

of Share Exchange

On December 7, 2021, the Company (f/k/a Creative Learning

Corporation), DriveItAway, Inc., a Delaware corporation (“ DIA ”), and the existing shareholders of DIA executed an Agreement

and Plan of Share Exchange, 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 ”).

As a result of the Share Exchange, DIA will become a wholly-owned subsidiary

of the Company.

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.

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 Share Exchange

On February 24, 2022, closing

of the Share Exchange occurred.

Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which

entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, determined

on a fully-diluted basis.

In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted”

basis with the common stockholders.

Upon closing of the Share

Exchange, all of the existing members of the board of directors (the “ Board ”) of the Company resigned, except that

Rod Whiton’s resignation will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to

shareholders.

John Possumato, Adam Potash and Paul Patrizio were appointed to the Company’s Board, provided that the appointments

Potash and Patrizio will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to

shareholders.

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.

Sale Agreement with StroomX, LLC

On December 7, 2021, the Company entered into a Sale

Agreement with StroomX, LLC (the “ Purchaser ”), under which the Company agreed to sell all of the Company’s subsidiaries

(the “ Learning Subsidiaries ”) involved in its learning business (the “ Learning Business ”), as well

as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser.

In connection with the sale,

the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company harmless from any such

The Purchaser is controlled by Christopher Rego, the Company’s current chief executive officer.

Closing of the sale

will occur after the closing of the Share Exchange.

of the Learning Business closed on March 18, 2022.

As consideration for the purchase of the Learning Business, the parties agreed

to offset $50,000 in severance due to Christopher Rego as part payment of the purchase price.

The remainder of the purchase price

was paid by a joint note executed by the Purchaser and Mr.

Rego in the principal amount of $100,000, which is payable in full on

April 20, 2022 without interest.

Alternatively, the parties agreed that the promissory note may be satisfied in full by the delivery

to the Company by the maturity date of the note of all shares of common stock owned by Mr.

Rego and his spouse in the Company,

provided that the number of shares is not less than 500,000.

In the event the note is not paid in full by its maturity date, either

in cash or shares, the note shall bear interest at 15% per annum until it is paid in full.

500,000 shares were returned to the

transfer agent and cancelled as of May 12, 2022.

Series A Preferred Stock

2022, the Company’s Board approved an amendment to its certificate of incorporation to designate a new series of preferred stock,

which is known as the Series A Convertible Preferred Stock.

Each share of Series A Preferred is convertible into 33.94971 shares of common

stock of the Company, which entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of

Series A Preferred, determined on a fully-diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined

In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted” basis

with the common stockholders.

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.

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.

We have developed a consumer-facing app and Web-based

platform that allows any automotive retailer the ability to provide a subscription to ownership model for any consumer – easy, transparent,

and risk-free for both the consumer and the retailer.

Under our “Drive Now, Decide Later”

mantra, any consumer, regardless of credit, can go on our app, select a vehicle, sign for and pick up a vehicle, and have the subscription

deal consummated in a matter of minutes.

Unlike a vehicle sale or lease, a candidate that passes our detailed screening can be driving

without making any long-term financial commitment, for as long as he/she wants, in the vehicle of choice.

While there is really no such

thing as “digital retailing” for the sale or lease of a vehicle in the U.S.

today, as all states require actual “wet

ink” signatures for documents either sent to the buyer or signed at a dealership, documents for a rental or subscription can all

be legally signed digitally, so this process is quick, easy and can all be consummated in our app – with the vehicle delivered to

the candidate.

We are true digital retailing for the automotive industry.

Unlike rental car companies, or even subscription

companies available to US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated with one vital element,

all of our drivers have the ability to buy the vehicle they are subscribing to, with the portion of the money they are paying in as rental

fees accruing towards the purchase price, should they choose to buy.

All drivers have the right, but not the obligation, to buy at any

time, and get the benefit of his or her specific vehicle’s reduced purchase price created by the payments they have made for vehicle

Just as Divvy Homes has revolutionized the rent-to-own

market for houses during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles are sold, where

a purchase transaction starts in a commitment-free rental or subscription.

While we think this easy, transparent, and turnkey

type of “Drive Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically as the entire

car market makes the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right now the “low

hanging fruit” is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad choices outlined above.

We use a technology partner to extensively screen

our applicants through a digital process for background and identity, driving history and insurance risk, income verification, etc., but

we do not require any threshold credit score.

As long as an applicant has a clean driving record and adequate income, etc., he/she can

qualify for one of our vehicles.

In the current environment, the average new vehicle is selling for approximately $47,000 dollars while

the average used vehicle is selling for approximately $28,000 with an average six-year payment of over $716.

Our average vehicle usage/rental

fees are priced a little higher (between $150-225 a week, not counting insurance) on a subscription, but our driver is building equity

in the vehicle they are driving, and most all are working towards a buyout – when the amount written down is low enough that he/she

can successfully finance the purchase.

As our mission is defined, we get our credit-challenged customers off of the “gerbil wheel”

of never-ending payments, and out of vehicles that break down before the payments are finished.

In general, as vehicles become higher in price

(fostered by higher EV pricing) relative to income, we see vehicle subscriptions at the same trajectory of growth today as consumer vehicle

leasing was 25-30 years ago:

a small percentage of “sales” now, but high growth in the years to come.

We see our unique subscription

to ownership model as the best subscription program for all consumers, as it offers the best of both the “walk away” ability

of a turnkey monthly rental, but with the advantage of benefiting from the monthly usage payment reduction, should the driver choose to

DriveItAway works with franchise and larger independent

dealers (not with Buy Here/Pay Here stores), and is primarily a turnkey subscription dealer platform, although we do act as principal

in many cases owning vehicles, particularly EV vehicles, always serviced and delivered by our car dealership partners.

This allows the

company to scale rapidly in many locations, without the burden of fixed overhead or personnel expenses.

Without the technology available in recent years,

it would not be possible for DriveItAway to exist.

Many years ago, when the Buy Here/Pay Here market first developed it was necessary

for those dealers to maintain 30/40% net profit margins, as typically a third of their vehicles ended up being repossessed, and, by the

time the dealer actually received the vehicle back, it was in such bad repair it was worth next to nothing.

Today, with technology, we can greatly reduce

most of the risks, identify those problems that do occur quickly, and mitigate losses, so that we can maintain a high per-unit profit

margin and still price very competitively as compared to other choices our retail customers might have, allowing for a good profit margin

for ourselves and dealers that use us as a subscription platform.

most franchise dealers would like the extra profit and business

deep subprime candidates represent (they have been, typically the most loyal and highest profit margin sector of vehicle buyers), but

do not want to deal with the typical problems a “Buy Here/Pay Here” operation represents, nor do they want to operate that

type of “victimizing” enterprise.

First, our all in-app subscription process is

not only quicker and much more transparent to our end user drivers, but it is also much easier to administer and maintain from an operational

DriveItAway uses a third-party screening service to review an applicant’s identity and background, his/her driving

history and insurance risk, income verification and employment, and credit tier.

While we do not require any particular credit score,

we do require a ratio of income to payment coverage for all renters, a clean driving history, and other criteria to mitigate risk.

automated screening process runs in the app with an API, and is completed within minutes.

Once a candidate qualifies for the vehicle selected,

we collect a security deposit commensurate with the payment and value of the vehicle, and all drivers pay in advance by credit card or

ACH inside the app.

We are also gearing up to collect through voluntary payroll deduction for our subscribers as well.

Before such technologies

existed, in the old days of “Buy Here/Pay Here” the payment process was (and still is in many of these small stores), literally

done in person on a weekly basis – obviously, there is a lot of collection friction in a manual process.

One major key to what we do is the placement of

advanced telematics on every vehicle we offer for subscription.

All drivers in our subscription contract are informed and agree to have

a live-time telematics device in each vehicle along with an ignition starter cut-off switch, which is tied back into our payment platform.

With this, DriveItAway can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking, etc.) and can set up

a “red flag” monitor to identify unsafe driving.

Unsafe driving is not tolerated and will result in a warning and possible

vehicle return.

In addition, the ignition starter cut-off switch automatically kills the start-up of the vehicle, if an advance payment

is overdue (note:

it does not in any way stop the vehicle while driving, but once the vehicle is shut off, it simply cannot be restarted,

unless we “turn it back on”).

This is not seen so much as a penalty, but a very explicit reminder that our driver must pay

for the vehicle.

Through our AI chat and automated system, a person can simply say when and what amount of payment they are prepared to

make, and the vehicle will turn on, even if the payment commitment is in the future (we do not want to strand anyone or cause undue hardship).

However, repeated late payments can result in a vehicle requiring a return.

One note, our entire program is focused on keeping

our subscribers who want to buy “on the rails” and that is made clear at inception.

We work with our subscribers to help each

achieve their goal of vehicle ownership, which includes free credit counseling/credit remediation if desired by the applicate.

we counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription is the fact that no long-term

commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable, simply turn it in (each is paying

in advance), and preserve the ability to come back for a new vehicle in the future.

Finally, we are writing down the vehicle each

month, below depreciated “book” value, so if a vehicle is returned we are never “upside down” on market value

versus book value.

When a vehicle is returned, either our own vehicle or a dealer vehicle for dealers using us as a platform, we simply

put it back out to another candidate, until one of our drivers purchases the vehicle.

Very clearly, without technology and integrations

available in the last few years, a subscription to an ownership platform such as DriveItAway could not exist.

The fact that it does now,

and we are introducing it into the market, enables us to achieve our mission to rationalize the one area of the automotive industry that

has yet to become efficient and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.

During the last year, DriveItAway, acting as principal,

did market pilots, and added a variety of EV and Hybrid Plug-In vehicles into its fleet, integrating different telematics, marketing models

and user surveys to engineer and gain experience in scaling as a mainstream EV subscription to ownership platform.

The DriveItAway program is uniquely designed to

help alleviate the two biggest impediments to a mainstream or subprime EV sale, the higher cost (spread out over as long a period of time

as required for our subscriber), and the “suitability” or anxiety of plunging into an EV sale.

Add to this the recognition and focus on the need

for more “mainstream” EV buyers to achieve EV growth goals in the US, by both private and public entities, and we clearly

are on the right side of a long-term trend.

Indeed, all our EV subscribers have to do is run a new or used EV for the required period

of time in a subscription so that it is two model years old when the selling price is written down to $25k or less, and he/she will receive

a $4,000 or 30% of the sale price tax credit (in 2024 which can be signed over as cash to the selling dealer, no waiting for a tax credit

to come) on his or her purchase, courtesy of Inflation Reduction Act (note:

the buyer must make less than $75k a year, or $150k for couples).

This used EV incentive, of 30% of the purchase

price or $4,000 (whichever is less), can easily be seen as perfect synergistic fit with the DriveItAway program, particularly working

in coordination with franchise car dealers.

With our program, a dealer can, by putting vehicles in a subscription service with our platform,

manufacture their own used car, qualifying for the substantial federal used car consumer tax incentive.

Also, as retailers have slimmer

sales profit margins on mainstream EVs, and will have up to 40-50% less service work on EVs (great for the consumer, not so good for dealers),

selling a mainstream EV vehicle twice – once in their subscription service using the DriveItAway platform and then as a used car,

with incentives, to the driver or another consumer – helps solve franchise dealer “margin compression” issues as well.

Getting EVs in mainstream consumer hands in a

beneficial, profitable way for all constituencies, “EVs for Everyone,” is another problem that we solve.

Key Industry Tailwinds

We believe the convergence of key trends, including

the increased supply of new and used vehicles, the pendulum swinging back to normal on new and used vehicle depreciation curves (a radical

shift from the last 24 months), rising interest rates, and a challenging economy (we are a counter cycle company), the major private and

public push for EV sales goals, and the entry-level worker shortage, all will contribute to the robust demand for DriveItAway’s

dealer administered consumer-focused subscription to ownership platform.

New and Used Vehicle Supply is Increasing and Vehicles are Decreasing in Value.

All of the primary forecasters and OEMs have stated, clearly that the chip and parts supply shortage has ended, and it is a fact that for the first time in two years new vehicle inventories are climbing, albeit, at currently a slow rate, to pick up in 2023.

Commensurately, used vehicle wholesale prices have plunged over the last six months, and now retail used car values are beginning to fall (again for the first time in almost 2 years).

Many dealers now have used inventory that is “underwater” (not worth the cost value in the wholesale market), and so our platform now adds value to win both incremental new market share and sell used vehicles without a wholesale loss.

Vehicle Affordability is at an All Time Low, Interest Rates are Up, and Repositions are Up for all Financial Credit Ratings, but Most Dramatically for Prime Vehicle Loans .

The average new car now sells for over $47,000 with the average car payment above $700 a month with an average six-year term loan.

From August 2019 to August 2022, new car prices increased by 29% and three-year-old used car prices increased by 52%, but income increased by only 13% (iSeeCars Executive Analyst, Carl Brauer).

In addition to increasing retail prices and interest rates pushing more folks out of the market, banks for the first time in a long time are tightening up credit policies to reject higher credit scores for vehicle financing.

Repossessions are on the rise, particularly in the prime lending segment, which has doubled, while deep subprime repossessions have increased 33% and subprime has increased 11%.

As our business is counter cycle, in that it both helps those consumers who need to spread out the cost of a new or used vehicle, and particularly helps those who are cash or credit-challenged to drive and then buy a vehicle, all of these macroeconomic indicators are now swinging back to portend a greater need for our solution.

The Focus for both Vehicle Manufacturers and Government is to Promote Widespread Mainstream EV Adoption .

It is clear that federal EV adoption objectives are impossible to achieve without the high volume, rapid adoption of EVs among mainstream, non-affluent vehicle buyers.

Also, vehicle manufacturers cannot hope to have an adequate return on the billions of dollars invested in the development and manufacture of EV vehicles, without mainstream EV sales, in addition to the current market 98% composed of luxury and premium luxury buyers.

Both public and private institutions recognize this, which is why the recent focus has been on creating stimulus programs to subsidize the price of EVs and appeal to all buyers.

The DriveItAway program fits perfectly to facilitate this much larger trend, the first company of its kind to do so in this way.

Dealers are Coming Under Financial Pressure to Move EV Units and EVs Have Lower Profit Margins and Dramatically Fewer Service Requirements .

As manufacturers introduce and hinge sales growth on EV vehicles, and consumer demand for e-commerce continues to accelerate, new car dealers are in a particularly difficult position, as profit margins will decrease rapidly, in both sales and fixed operations.

Most all vehicle manufacturers, both in the US and abroad, with the advent of new EV models, are putting a new sales model in place for franchise dealers, the “agency model,” where the vehicle price and sales transaction is dictated by the manufacturer online, and the dealer receives a fixed fee for customer delivery.

This eliminates the dealer’s ability to set retail prices or negotiate a purchase.

Combine this with the McKinsey & Co.

estimate that repair service income will drop 40-50% with EVs, as compared to ICE units (EVs have approximately 200 moving parts, as compared to 2,000 for a gas unit), and profit marge compression for dealers is imminent and a growing concern.

Our program allows dealers who use our platform “two bites” at the sales apple, once when a vehicle is put into a dealer’s rental/subscription company (the first sale), and the second when that vehicle is sold used, either to the driver or another party, all the while guaranteeing service work on the vehicle for an extended period of time.

By the nature of the subscription to ownership program, our dealer partners increase market share and profit margins on EVs.

Large Companies in the US are in the Process of Major EV Usage and Sustainability Adoption .

Larger companies in the US are under increased pressure to document sustainability objectives, particularly in the replacement of ICE units to EVs, in both their fleet and employee car park.

Bank of America, for instance, is giving all employees who make less than $100k a year the incentive of an extra $4,000 for buying an EV.

In addition, many are subject to broader ESG audits which have a very real impact on institutional investment, etc.

and are increasingly emphasizing sustainability in their purchasing decisions to positively impact their communities and the environment.

As the DriveItAway program gains more visibility in transparently and efficiently accomplishing these larger companywide aligned goals, we see a much larger scalable growth in working with large corporate constituencies.

The Adoption of EVs Portends an Increased Focus on Vehicle Subscriptions.

Consumers are shifting their lifestyles to include more subscription-based services, especially where battery-driven technology obsolescence could be a major factor.

For example, most cell phones today are under a subscription, rather than a purchase or lease contract, and cable television is quickly being replaced in consumer households by subscription streaming.

Some major forecasters are predicting the same for EVs as they grow in consumer adoption, that subscriptions will represent even as much as one-third of all EV “sales.” Our subscription with optional ownership technology and platform gives the consumer the best of both a subscription and the ability to convert ownership when and if desired.

Long-Term Growth Strategy

We have made decisions and investments with long-term

objectives to scale rapidly.

We believe maintaining a long-term growth orientation is key to maximizing DriveItAway’s impact and

generating value for all stakeholders, looking towards larger market value potential with the massive changes afoot in the automotive

retail industry.

We plan to achieve this by continuing to lay down a firm foundation in technology, platform and partners, and continue

growth with positive unit economics.

Key levers of our growth strategy include:

Renew and Continue to Redevelop our Platform as a SaaS For Larger Car Dealers .

We plan to continue to refine and improve our platform to best accommodate dealers for use with their own new and used vehicles, and as an entry-level point to grow market share both for subprime customers and potential mainstream EV buyers.

Develop Continued EV-Focused Pilots Acting as Principal to Service Customers Directly with Dealer Partners .

We think that as the current market for all vehicles becomes more challenging, selling entry-level EVs in the volumes projected by the manufacturers will become particularly difficult, and that programs like DriveItAway will become vital to stimulate mainstream EV adoption.

We plan to continue to gain experience and reputation in accommodating mainstream EV adopters directly with our own inventory, anticipating likely support from manufacturers and manufacturer-owned captive finance companies, as we make our presence known as a unique fleet buyer.

Continue Partnerships with Vehicle Fleet

Providers for Consignment Vehicles as we Build Dealer Clients .

DriveItAway currently has relationships with two subscription/rental organizations, for the consignment of lease vehicles to go into the

DriveItAway program.

Given the specialization and uniqueness of the DriveItAway technology and platform, there is a synergy in these

fleet suppliers leasing vehicles to us for our target market, and gain from our wholesale lease payments, then their alternative to

go to the significant expense of capturing our market directly.

In turn, this supplies us with wholesale inventory to expand our

direct market share, facilitating our growth and market presence.

Pilot and Expand Partnerships with Large Contract Labor Organizations and Corporates to Fulfill Both Their ESG and Employee Retention and Recruitment Goals .

As we roll out our second successful pilot with a contract labor organization, we, together, intend to scale our solution with many other large corporates in strategically located regions throughout 2023.

Again, with larger reach and visibility, this application and target market is large and vast, and alone presents scale to many thousands of vehicles.

Continue to Expand Synergistic Partnerships with Industry Providers in Insurance, Lead Generation and Telematics Infrastructure .

Over the last 24 months, we have dramatically increased our partnerships with major insurance providers (with refined risk screening and plans to launch a “bring your own insurance” model in the first quarter of 2023), potential lead generation partners (such as EV subscription services that only focus on subprime, absorbing rejected leads into our sales funnel) and telematics providers (integration with innovative new technologies for vehicle monitoring and control).

These relationships will allow us to continue to refine, grow and scale our business, and provide our own innovations while improving customer experience, with a minimum of infrastructure investment.

We will continue to grow these partnerships and add additional partners, to leverage and refine our model.

Expand Into More Regions of the US and Gain More Consumer Visibility .

One of the biggest impediments to our growth, indeed, is the lack of DriveItAway as a visible alternative to our target audiences - those subprime consumers whose alternatives for transportation ownership our far worse, and, in addition to the new group of mainstream consumers who are interested in EVs but do not want to take the risk of getting into a long-term financial commitment before extensive use.

As we increase our inventory and presence in more contiguous regions throughout the US, our visibility will increase.

In addition, we continue to present at auto industry trade shows to gain more visibility among potential dealer and technology partners, and our CEO regularly has articles published in trade industry journals

Unlock New Business Models .

Our capabilities as a scalable direct-to-customer digital mobility subscription to ownership platform, with proprietary integrated technology, position us to drive the adoption of future business models.

This includes our expertise in managing what we believe will become the largest centrally managed fleet of EV mainstream/credit-challenged consumer vehicles, with our subscription to ownership model, which in the future will allow us to unlock future service offerings, including retail insurance, credit and funding products to our consumer customer base.

As of January 13, 2023,

we have 6 full-time employees and 1 part-time employee.

Some of our executive officers and directors are engaged in outside

business activities that we do not believe conflict with our business.

Over time, we may be required to hire additional employees or

engage independent contractors to execute various projects that are necessary to grow and develop our business.

These decisions will

be made by our officers and directors, if and when appropriate.

Corporate Information

Our principal executive office is located at 3201 Market Street, Suite

200/201, Philadelphia, PA 19104.

Our telephone number is (856) 577-2763.

Our website is www.driveitaway.com.

Our website’s information

is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we make with the SEC.

Available Information

We make available

free of charge on our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form

8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished

to the Securities and Exchange Commission, or (the “SEC”).

Our corporate website is www.creativelearningcorp.com.

information in this website is not a part of this report.

Copies of our Annual Reports

on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the

SEC will be available free of charge by sending a written request to our corporate headquarters.

Additionally, the documents we file with

the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.

Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330.

The SEC maintains

a website that contains reports, proxy and information statements and other information regarding registrants that file electronically

with the SEC.

The SEC’s website is www.sec.gov.

We maintain a corporate website

at www.driveitaway.com.

You will be able to access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on

Form 8-K and amendments to those reports, proxy statements and other information to be filed or furnished pursuant to Section 13(a) or

15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material will be electronically

filed with, or furnished to, the SEC.

The information contained in, or that can be accessed through, our website is not part of this Annual

We are not required to provide this

information as we are a smaller reporting company.

Unresolved Staff Comments

Not applicable.

On April 1, 2022, the Company leased virtual office

space at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104 for its corporate office.

The lease has a term of one year.

is not obligated to pay rent.

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-K

Item 1. Business