What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-01-13 compared with 2022-01-11 · 345 added, 1583 removed, 62 unchanged (97% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive

Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).

this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses

described below, our disclosure controls and procedures were not effective as of September 30, 2021.

See material weaknesses discussed

below in Management’s Annual Report on Internal Control over Financial Reporting.

Our Principal Executive Officer and Principal Financial

Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934 (the “Exchange Act”).

Based on this evaluation, our Principal Executive Officer

and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures

were not effective as of September 30, 2022.

See material weaknesses discussed below in Management’s Annual Report on Internal Control

over Financial Reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is

responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting

based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Our internal control

over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial

Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements

for external reporting purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and

procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations

of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely

As of September 30,

2021, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Our management concluded

that our internal controls over financial reporting were not effective as of September 30, 2021 due to the following identified

material weaknesses:

We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements, including internal controls related to complex or nonroutine transactions.

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management

conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a

process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and

expenditure are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of September 30, 2022, we conducted an evaluation

of the effectiveness of our internal control over financial reporting.

Our management concluded that our internal controls over financial

reporting were not effective as of September 30, 2022 due to the following identified material weaknesses:

Our control environment is inadequate.

We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place.

Additionally, we lack policies that require formal written approval for related party transactions.

We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements.

We do not have controls in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, and there are no controls over the financial reporting close process.

Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.

We lack the necessary accounting resources with sufficient SEC reporting experience, US GAAP knowledge and accounting experience.

Management believes

that despite our material weaknesses, our consolidated financial statements for the year ended September 30, 2021 are fairly stated,

in all material respects, in accordance with GAAP.

We also lack the resources to properly account for complex debt and equity transactions and are unable to analyze such transactions timely or in sufficient detail.

Management believes that despite our material weaknesses,

our consolidated financial statements for the year ended September 30, 2022 are fairly stated, in all material respects, in accordance

Changes in Internal Control Over Financial Reporting

During the fourth

quarter of 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

During the fourth quarter of 2022, there were no changes

in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Inherent Limitations Over Internal Controls

Management, including

our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls

will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues

and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgements

in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

Management, including our Principal Executive Officer

and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

Further, the design of a control system must reflect the fact that there are no resource constraints, and

the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because

of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or

more people or by management override of the controls.

Attestation Report

of the Independent Registered Public Accounting Firm

This Annual Report does not

include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank

Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

Other Information

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our directors and

executive officers and their ages at December 31, 2021, are listed in the following table:

Christopher Rego

Director and Chief Executive Officer

Director and President

Gary Zell, II

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

Directors, Executive Officers and Corporate Governance Directors

and Executive Officers

Our directors and executive officers and their ages

at the date of this filing are listed in the following table:

John Possumato

Chief Executive Officer and Director

Chief Operating Officer and Director

Paul Patrizio

Chief Financial Officer

Christopher Rego

became a director in February 2020, at which time he also became chief executive officer of BFK Franchise Company, LLC (“BFK”),

our principal operating subsidiary.

On April 30, 2020, Mr.

Rego became Chief Executive Officer of the Company.

Rego has over

20 years of software quality development experience building complex enterprise applications with high-performance requirements

in the business-to-business, software-as-a-service, and consumer advertising industries.

Rego is an accomplished corporate

strategist and drives the vision and strategic direction of his software company, Teknowland, Inc., and his STREAM education company,

Bricknowland, Inc.

Rego has assembled a dedicated team of engineers that focuses on building STREAM education that includes

AR/VR learning technology, drones, artificial intelligent education, 3-D printing, coding, and more.

Rego has been the CEO

of Teknowland, Inc.

since 2013, and the founder and managing partner of Bricknowland, Inc., since 2015.

From March 2014 until April

Rego was Quality Assurance Consulting/Manager at Tibco Software.

Rego has also held various management and architect

roles to contribute to the success of rapidly growing technology companies such as Oracle, Yahoo!, Tapjoy, and Intuit.

has been a Bricks 4 Kidz franchisee since November 2013, and has been a partner with Mr.

Simento in a Bricks 4 Kidz franchise in

the United Arab Emirates since May 2015.

Rego earned a Bachelor of Science degree from Andhra Loyola College in Andhra Pradesh

India and an MBA in Marketing and Finance from Acharya Nagarjuna University Andhra Pradesh, India.

became a director in February 2020.

On June 2, 2020, Mr.

Whiton became the president of the Company.

Whiton has over 20 years

of experience managing public and private investments.

His experience focuses largely on early stage and turnaround operations

in franchising, technology, biometrics, manufacturing, and payment processing.

In addition, Mr.

Whiton was an early investor in

the Company and served as its Interim CEO from July 22, 2015 to May 11, 2017.

He has owned and managed a successful private cosmetics

company for over 10 years.

From October 2016 to the present, Mr.

Whiton has been managing member of Trew Pharma LLC, which used

to manufacture, markets, and distributes beauty products (but is in the process of winding down operations), and from January 2019

to the present has been CEO of Smart Tires USA LLC, a franchise company that provides a rent-to-own program for tires.

has served as a director of the Company since May 19, 2020.

Simento is the co-founder and managing partner of Almoe Group of

Companies, founded in 1994, Specktron Educational Products, founded in 2011 and Bricknowland founded in 2015.

Simento has over

three decades of executive leadership experience managing high-technology and high-growth companies, having been responsible for

strategic direction, execution of business plans, technology development, and development of corporate infrastructure.

of Companies consists of six divisions, employs over 400 staff spread across four countries, and has over 40 renowned audio visual

and IT products and solutions.

The Almoe Group of Companies partners with over 55 audio and video and software companies that provide

AV and software solutions to retail, corporate, and education institutions.

Mr Simento created his own product line, Specktron

(www.specktron.com) that is a leading brand pioneering in Audio Visual and Information & Communication Technology.

has championed the use of Interactive Touch Technology for the education, corporate, government, and hospitality sectors.

has been a partner with Mr.

Rego in a Bricks 4 Kidz franchise in the United Arab Emirates since May 2015.

II has served as a director of the Company since May 19, 2020.

Zell has been a Multiple Line General Agent with American

National Insurance Company since 1994, responsible for sales, profitability, and recruiting of a $62 million+ insurance agency

with over 70 agents and subproducers.

From 2016 to the present, Mr.

Zell has been president of ThirdPatent Holdings and ThirdPro

HMM, which provide social media audits for parents, colleges, universities, human resources professionals, and professional sports.

Zell earned a Bachelors Degree in Economics from Sewanee:

The University of the South in Sewanee, Tennessee.

became the Company’s Chief Financial Officer on October 1, 2020.

Elkin has over 20 years of experience as a controller

and financial manager.

His experience includes providing financial and accounting advice to REIT’s, non-profits and turnaround

situations in the manufacturing, distribution and service company sectors.

John Possumato is

a noted consultant, author and speaker in the automotive industry, and is the Founder and CEO of DIA since 2018.

A serial entrepreneur

and a franchise car dealership owner veteran, Possumato has over 35 years of leadership experience fostering and growing start-up companies.

Also known by vehicle manufacturers, Possumato helped create the dealer focused commercial fleet programs for Ford, General Motors, and

Possumato conceived of DriveItAway in 2017, while at Automotive Mobile Solutions LLC, a technology company he founded and led

as CEO in 2012, to adapt new mobile marketing innovations to automotive retailers.

He is also an attorney, a graduate of the Law School

at the University of Pennsylvania (J.D.) and the Wharton School of Business (B.S.), is a member of the Bar of the State of Pennsylvania,

was a Wharton School Entrepreneur in Residence, University City Science Center OnRamp Founder in Residence, a founding Board member of

the International Automotive Remarketers Alliance, and past Counsel to the Board of Directors of the Automotive Fleet and Leasing Association.

He most recently helped create the Drive For Freedom Foundation, a 501(c)(3) nonprofit created to alleviate the “Poverty of the

Adam Potash began

his career in a start-up engaging in passenger transportation and has been involved in mobility-based start-ups ever since.

founded and became CEO of Minds’ Eye Innovations, which provided ride sharing software to taxi companies to compete against Uber

He grew the company to service over 70 taxi companies processing 10,000+ orders per day.

Potash later joined a ride share

start-up called Leap that was assembled by former management members of Gett Taxi (3 rd largest ride share company in NYC)

and became the CTO helping the team bring to market a new ride share concept.

In 2019, Potash became COO of DIA, helping DIA launch its

“Pay As You Go” car ownership program, where he continues to lead product development and operations.

He is a graduate of

Villanova University.

Paul Patrizio has

been a corporate attorney, an investment banker, a venture capitalist, and a corporate executive, for both public and private companies

over his more than 35-year career.

Since 2015, he has been the Managing Partner of Apogee Partners LLC, a private investment company with

equity interests in a diverse set of growth companies.

He is also a Senior Partner at Patrizio & O’Leary LLP, a law firm in

Princeton, NJ that specializes in representing both public and private companies as well as their investors in corporate transactions

and general business matters.

Patrizio has been a director of numerous public and private companies and from 2018-2020 was also Chairman

and CEO of Arista Financial Corp., a publicly traded truck leasing company that ceased its operations due to the Covid crisis.

holds an L.L.M.

in Corporation Law from N.Y.U.

Law School, J.D.

from New York Law School, an MBA in Finance from Pace University, and

a B.A from St.

Michael’s College and is admitted to practice law in New Jersey, New York, and Pennsylvania.

Mike Elkin became the Company’s Chief

Financial Officer on October 1, 2020.

Elkin has over 20 years of experience as a controller and financial manager.

His experience

includes providing financial and accounting advice to REIT’s, non-profits and turnaround situations in the manufacturing, distribution

and service company sectors.

Since 2017, Mr.

Elkin has served as the controller for

a private Real Estate Investment Trust (“REIT”).

Elkin has served as the controller for a private Real Estate Investment Trust (“REIT”).

From 2005 to 2006, Mr.

Elkin operated a consulting business in which

he served as part-time controller or chief financial officer for various private businesses.

Elkin operated a consulting business in which he served as part-time controller or chief financial officer for

various private businesses.

Elkin has a B.S.

Degree in Accounting

from the University of Florida, a Masters Degree in Accounting from Nova Southeastern University, and a Masters Degree in Finance

from Florida International University.

Elkin has been recognized by the Jacksonville Business Journal as CFO of the year.

was also honored by the Jacksonville Jewish Journal for Social Action Work in the community.

None of the directors

and executive officers share any familial relationship with any other executive officers or key employees.

None of the directors

and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

Director Nomination Process

Our Board is responsible

for overseeing the selection of persons to be nominated to serve on our Board, and has not formed separate nominating committee.

The Board believes that nominating decisions are best determined by the entire board in light of a recent proxy solicitation effort

by certain shareholders to make changes to the board’s composition.

The Board does not have a formal policy on Board candidate

qualifications.

The Board may consider those factors it deems appropriate in evaluating director nominees made either by the Board

or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size

or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience.

upon the current needs of the Board, certain factors may be weighed more or less heavily.

In considering candidates for the Board,

the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that

“Diversity,” as such, is not a criterion that the Board considers.

The directors will consider candidates

from any reasonable source, including current Board members, stockholders, professional search firms or other persons.

The directors

will not evaluate candidates differently based on who has made the recommendation.

The Board nomination

process is designed to ensure that the Board fulfills its responsibility to recommend candidates who are properly qualified to

serve the Company for the benefit of all of its stockholders, consistent with the standards established by the Board under our

corporate governance principles.

There have been no material changes to the procedures by which shareholders may recommend nominees

to our board of directors.

Audit Committee Functions

Since May 2020, we

have not had a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(a) of the Exchange

Prior to May 2020, we had an Audit Committee, the only member of which was Gary Herman.

When constituted, the Audit

Committee is responsible for oversight of the quality and integrity of the accounting, auditing and reporting practices of the

More specifically, it assists the Board of Directors in fulfilling its oversight responsibilities relating to (i) the

quality and integrity of our financial statements, reports and related information provided to stockholders, regulators and others,

(ii) our compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of our independent

registered public accounting firm, (iv) the internal control over financial reporting that management and the Board have established,

and (v) the audit, accounting and financial reporting processes generally.

The Committee is also responsible for review and approval

of related-party transactions.

The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate

funding from the Company for, outside legal, accounting or other advisors as it deems necessary to carry out its duties.

periods in which the Company does not have an active Audit Committee, the entire board performs the functions of the Audit Committee.

Degree in Accounting from the University of Florida, a Masters Degree in Accounting from

Nova Southeastern University, and a Masters Degree in Finance from Florida International University.

Elkin has been recognized by

the Jacksonville Business Journal as CFO of the year.

He was also honored by the Jacksonville Jewish Journal for Social Action Work in

the community.

None of the directors and executive officers has been

involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

Term of Office

Our directors are appointed

for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance

with our Bylaws and the provisions of the Delaware General Corporation Law.

Our directors hold office after the expiration of his or her

term until his or her successor is elected and qualified, or until his or her resignation, death or removal in accordance with our Bylaws

or the Delaware General Corporation Law.

Our officers are appointed

by our board of directors and hold office until removed by our board of directors at any time for any reason.

Family Relationships

There are no family relationships

between or among any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

Director Independence

Our board of directors has

reviewed the independence of our directors and has determined that no director qualifies as an independent director pursuant to Rule 5605(a)(2)

of Nasdaq and applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships

that each of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their

independence.

Paul Patrizio, director, is a Partner of the law firm Patrizio & O’Leary.

The law firm serves as the Company’s

corporate and general counsel.

Board Committees

Our board of directors has

no separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee.

We do not have an audit committee financial expert serving on our board of directors.

Due to our limited financial resources, we are not

in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.

Audit Committee Financial Expert

Board has determined that it does not have an “audit committee financial expert” within the meaning of SEC rules.

The Board has

determined that it does not have an “audit committee financial expert” within the meaning of SEC rules.

Code of Ethics

The Company has adopted

a Code of Ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions,

has adopted a Code of Ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions,

as well as all directors and employees of the Company.

A copy of the Code of Ethics is filed as an exhibit to this report, and

posted on the Company’s website, creativelearningcorp.com.

In addition, the Company will provide a copy of the Code of Ethics

to any shareholder who submits a written request in writing to our chief executive officer at Creative Learning Corp., 1637 S.

Main Street, Milpitas, CA 94035;

rwhiton@creativelearningcorp.com

Communication with the Board of Directors

Our stockholders

and other interested parties may send written communications directly to the Board or to specified individual directors, including

the Chairman or any other non-management directors, by sending such communications to our corporate headquarters.

Such communications

will be reviewed by our outside legal counsel and, depending on the content, will be:

forwarded to the addressees or distributed at the next scheduled board meeting;

if they relate to financial or accounting matters, forwarded to the audit committee or distributed at the next scheduled audit committee meeting;

if they relate to executive officer compensation matters, forwarded to the compensation committee or discussed at the next scheduled compensation committee meeting;

if they relate to the recommendation of the nomination of an individual, forwarded to the full Board or discussed at the next scheduled Board meeting;

if they relate to our operations, forwarded to the appropriate officers of our company, and the response or other handling of such communications reported to the Board at the next scheduled board meeting.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of

the Exchange Act requires directors, executive officer and persons who beneficially own more than 10% of a registered class of

our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities.

Such persons are also required to furnish us with copies of all Section 16(a) forms that they file.

Based upon a review of the

copies of the forms furnished to us and written representations from certain reporting persons, we believe that, during the year

ended September 30, 2021, none of our executive officers, directors or beneficial owners of more than 10% of any class of registered

equity security failed to file on a timely basis any such report, except as follows:

January 22, 2021, April 6, 2021, May

10, 2021, August 11, 2021, and November

23, 2021, Blake Furlow, who beneficially

owns more than 10% of the Company’s

common stock, filed Form 4’s

that included sales of common stock

that were reported past the deadline

for reporting such sales on Form 4.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires directors,

executive officer and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial

reports of ownership and reports or changes in ownership of such equity securities.

Such persons are also required to furnish us with

copies of all Section 16(a) forms that they file.

Based upon a review of the copies of the forms furnished to us and written representations

from certain reporting persons, we believe that, during the year ended September 30, 2022, none of our executive officers, directors or

beneficial owners of more than 10% of any class of registered equity security failed to file on a timely basis any such report.

Executive Compensation

The following identifies

the elements of compensation for the fiscal years 2021 and 2020 with respect to our “named executive officers,” which

term is defined by Item 402 of the SEC’s Regulation S-K to include (i) all individuals serving as our principal executive

officer at any time during fiscal year 2021, (ii) our two most highly compensated executive officers other than the principal executive

officer who were serving as executive officers at September 30, 2021 and whose total compensation (excluding nonqualified deferred

compensation earnings) exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided

pursuant to the foregoing item (ii) but for the fact that the individual was not serving as an executive officer of the Company

at September 30, 2021.

Based on our compensation

for the fiscal year ended September 30, 2021, Rod Whiton and Christopher Rego constitute our only “named executive officers”

pursuant to Item 402 of Regulation S-K.

The following identifies the elements of compensation

for the fiscal years 2022 and 2021 with respect to our “named executive officers,” which term is defined by Item 402 of the

SEC’s Regulation S-K to include (i) all individuals serving as our principal executive officer at any time during fiscal year 2021,

(ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers

at September 30, 2022 and whose total compensation (excluding nonqualified deferred compensation earnings) exceeded $100,000, and (iii)

up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing item (ii) but for the fact that

the individual was not serving as an executive officer of the Company at September 30, 2021.

Summary Compensation Table

Name and Principal Position

John Possumato

Chief Executive Officer (1)

Chief Operating Officer (2)

Chief Financial Officer

President (3)

Christopher Rego

Whiton has acted as our president from June 2, 2020 to September 30, 2021, and our Principal Executive Officer from August 4, 2020 to September 30, 2021.

Christopher Rego has acted as president of one of our operating subsidiaries from February 5, 2020 to April 30, 2020, and CEO from May 1, 2020 to September 30, 2021.

Rego was our Principal Executive Officer from May 1, 2020 to August 4, 2020.

The Company does

not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

does not have a defined benefit, pension, profit sharing plan but does offer a 401(k) plan.

We did not grant any stock options

or stock appreciation rights to our named executive officers in the last fiscal year.

We did not reprice any options or stock appreciation

rights during the last fiscal year.

We did not waive or modify any specified performance target, goal or condition to payout with

respect to any amount included in any incentive plan compensation included in the summary compensation table.

Compensation Philosophy

The Board is responsible

for creating and reviewing the compensation of our executive officers, as well as overseeing our compensation and benefit plans

and policies and administering our equity incentive plans.

We believe in providing a competitive total compensation package to

its executives through a combination of base salary, annual performance bonuses, and long-term equity awards.

The executive compensation

program is designed to achieve the following objectives:

provide competitive compensation that will help attract, retain and reward qualified executives;

align executives’ interests with our success by making a portion of the executive’s compensation dependent upon corporate performance;

align executives’ interests with the interests of stockholders by including long-term equity incentives.

The Board believes

that our executive compensation program should include annual and long-term components, including cash and equity-based compensation,

and should reward consistent performance that meets or exceeds expectations.

The Board evaluates both performance and compensation

to make sure that the compensation provided to executives remains competitive relative to compensation paid by companies of similar

size and stage of development operating in the payment processing industry and taking into account our relative performance and

its own strategic objectives.

Outstanding Equity Awards

At Fiscal Year-End

None of the named

executive officers have any unvested equity awards or unexercised options in the Company as of September 30, 2021.

Employee Benefit Plans and Pension

The Company does

not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

does not have a defined benefit, pension or profit-sharing plan.

The Company sponsors

a 401(k) plan, in which our named executive officers’ participate on the same basis as our other employees.

Effective May

1, 2015, our Board approved a matching contribution of 100% on the first 4% of an employee’s compensation which is treated

as an elective deferral.

During the years ended September 30, 2021 and 2020, the Company made contributions to this plan of approximately

$443 and $10,775, respectively.

Nonqualified Deferred Compensation

None of our NEOs

are covered by a deferred contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

1) On February

24, 2022, John Possumato was appointed Chief Executive Officer of the Company

2) On February

24, 2022, Adam Potash was appointed Chief Operating Officer of the Company

3) On February

24, 2022, Rod Whiton resigned as President of the Company

4) On February

24, 2022, Christopher Rego resigned as Chief Executive Officer of the Company.

Narrative Disclosure

of Compensation Policies and Practices as They Relate to Our Risk Management

We believe that our compensation

policies and practices for all employees and other individual service providers, including executive officers, do not create risks that

are reasonably likely to have a material adverse effect on us.

Outstanding Equity Awards At Fiscal

None of the named executive officers have any unvested

equity awards or unexercised options in the Company as of September 30, 2022.

Employee Benefit Plans and Pension Benefits

The Company does not provide its officers or employees

with pension, stock appreciation rights, long-term incentive or other plans.

The Company does not have a defined benefit, pension or profit-sharing

Director Compensation

The following table

details the total compensation earned by our non-employee directors during the year ended September 30, 2021.

Gary Zell, II

Excludes travel expense reimbursements.

Board does not have a current compensation policy for its directors.

However, we reimburse our directors for reasonable travel

and other related expenses.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

The following table

sets forth, as of December 31, 2021, certain information concerning the beneficial ownership of our common stock by (i) each

person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of

our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

The number of shares

beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities &

Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment

power and also any shares that the individual or entity has the right to acquire within 60 days after March 25, 2020 through the

exercise of any stock option, warrant or other right, or the conversion of any security.

Unless otherwise indicated, each person

or entity has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth

in the following table.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission

of beneficial ownership of those shares.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Our Board does not

have a current compensation policy for its directors.

However, we reimburse our directors for reasonable travel and other related

None of our directors received any director compensation during the year ended September 30, 2022.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The following table sets forth, as of January 9, 2023,

certain information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially five

percent (5%) or more of the outstanding shares of each class, (ii) each of our directors and named executive officers, and (iii) all

of our executive officers and directors as a group.

The number of shares beneficially owned by each 5%

stockholder, director or executive officer is determined under the rules of the Securities & Exchange Commission, or SEC, and the

information is not necessarily indicative of beneficial ownership for any other purpose.

Under those rules, beneficial ownership includes

any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual

or entity has the right to acquire within 60 days through the exercise of any stock option, warrant or other right, or the conversion

of any security.

Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such power with his

or her spouse) with respect to the shares set forth in the following table.

The inclusion in the table below of any shares deemed beneficially

owned does not constitute an admission of beneficial ownership of those shares.

and Address of Beneficial Owner (1)

Number of Commons Shares of Beneficial Ownership

Percent of Class (2)

5% Beneficial Owners:

Westgate Drive

Boise, ID 83704

Michelle Cote (2)

1600 San Carlos St.

Augustine, FL 32080

Named Executive Officers and Directors:

Rod Whiton (3) (5)

Christopher Rego (4) (5)

John Simento (5)

Gary Zell, II (5)

John Possumato (3)

Adam Potash (4)

Paul Patrizio (5)

All Officers and Directors as a Group

Based upon 13,525,838 shares of Common Stock issued and outstanding as of December 31, 2021.

All shares held by Cote Trading, LLC, an entity controlled by Ms.

Includes 6,067 shares held in UTMA accounts for Mr.

Whiton’s children, over which Mr.

Whiton has voting and dispositive power.

Includes 250,250 shares owned directly and 416,000 owned in joint tenancy with his spouse.

The address for the shareholder is c/o Creative Learning Corp., 1637 S.

Main Street, Milpitas, CA 94035

EQUITY COMPENSATION

PLAN INFORMATION

The following table

provides information as of September 30, 2021 about the securities issued, or authorized for future issuance, under our equity

compensation plans.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants

average exercise price of

outstanding options, warrants

available for

future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

May 2017 Options Grants

September 2017 Options Grants

March 2019 Options Grants

Certain Relationships and Related Transactions,

and Director Independence

On or about December

6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers or directors of

the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020, the Company and the Solicitors

entered into an agreement to settle their dispute over the consent solicitation.

The settlement resulted in the Company paying

$10,000 as reimbursement for certain costs that they incurred related to the consent solicitation, the Company agreeing to appoint

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief executive officer, among other

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Rego and Whiton in relation to the consent

solicitation.

Bart Mitchell resigned

as President of the Company on June 8, 2020 at which time he received a severance package of $50,000.

Additionally, during the

year ended September 30, 2020, Mr.

Mitchell no longer wanted his 279,406 shares, therefore, he returned them to the Company for no

consideration and the Company cancelled them.

Christopher Rego has been a director

since February 5, 2020, and our Chief Executive Officer since May 1, 2020.

Prior to his appointment, Mr.

Rego purchased an active franchise

in California.

During the years ended September 30, 2021 and 2020, the Company recognized royalty revenues from the franchise of $6,750

and $16,650, respectively, recognized technology fee revenue from the franchise of $900 and $900, respectively, and recognized marketing

fee revenues from the franchise of $0 and $829, respectively.

Total payments made by the franchisee were $7,650 and $8,581, respectively.

As of September 30, 2021 and 2020 the accounts receivable balance with the franchise was $1,897 and the Company had allowed for $1,334

and $1,116, respectively, for net AR balances of $563 and $781, respectively.

Accordingly, during the year ended September 30, 2021 the

Company increased their allowance for Mr.

Rego’s franchise accounts by $218.

As of September 30, 2021 and 2020 the franchises had

deferred revenue balances of $0.

John Simento has

been a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

The Company filed an arbitration complaint

against them in December 2019 regarding issues related to opening the franchise.

The complaint was resolved by a Settlement Agreement

dated February 5, 2020.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equaling $18,825,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the UAE., which is currently

delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain the issuance

of a business license from the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary authorizations

to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue from the franchise

and no payments have been received on outstanding balances.

As of September 30, 2021 and 2020 the accounts receivable balance with

the franchise was $10,613 and the Company had allowed for $10,613 and $8,925, respectively, for net AR balances of $0 and $1,688,

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased their allowance for the UAE franchise

account by $1,688.

the CEO of Teknowland, a software development company, with which the Company entered into an agreement on March 10, 2020 to perform

development and maintenance services in relation to the Company’s franchise management software.

The term of the agreement

was six months, subject to auto-renewal until Teknowland had completed its obligations under the agreement, but subject to each

party’s right to terminate the agreement at any time on 30 days’ notice.

Under the agreement, the Company was obligated

to pay Teknowland a fee of $12,900 per month for development and maintenance services.

Starting in November 2020, the Company and

Teknowland orally agreed to reduce the monthly amount that the Company is obligated to pay to $3,000 per month.

During the year ended

September 30, 2020, the Company and Mr.

Rego orally agreed that Mr.

Rego and Teknowland would develop an eLearning program to enable

the Company to offer educational programs over the internet.

No agreement was reached regarding whether the Company or Teknowland

would own the eLearning program, or the terms under which the Company would be entitled to use the program on a long-term basis,

whether as owner or licensee.

The Company orally agreed to pay Teknowland $10,000 per month for five months for hosting and content

costs incurred by Teknowland.

After testing the program, the Company’s board decided in December 2020 not to pursue the E-Learning

Beginning in January

2021, Teknowland began hosting the Company’s website at a cost of $5,000 per month pursuant to an oral agreement.

On February 12, 2021,

the Company, Chris Rego and Teknowland entered into an agreement under which the parties mutually agreed to terminate the March

10, 2020 agreement to develop and maintain the Company’s franchise management system, and the oral agreement under which

Teknowland hosted the Company’s website.

In both cases, the Company has engaged an independent firm to provide the services.

Under the same agreement, the Company agreed to transfer and assign to Teknowland all of the Company’s rights in the E-Learning

program developed by Teknowland for the Company.

The Company evaluated the E-Learning program on a trial basis, and elected not

to pursue it as a line of business.

The Company agreed to pay Teknowland $50,000 to pay all invoices associated with the two agreements

and the E-Learning program, of which $20,000 was payable at execution of the agreement, $20,000 was payable 30 days later and $10,000

was payable 60 days later.

As of September 30, 2021 the entire amount had been paid.

During the year ended

September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to relinquish 272,472 shares previously approved

for issuance to her for director services for no consideration.

Unless otherwise noted, the address of each beneficial owner is c/o DriveItAway Holdings,

3201 Market Street, Suite 200/201, Philadelphia, PA 10104.

Applicable percentages are based on 106,551,722 shares of our common stock outstanding

as of January 9, 2023.

34,993,018 common shares owned by Driveitaway, LLC.

John Possumato, has investing and dispositive power of shares beneficially owned by

Driveitaway, LLC.

Includes 33,949,710 common shares owned by Minds Eye Innovation, Inc.

Adam Potash has investing and dispositive power of shares beneficially

owned by Minds Eye Innovation, Inc.

10,184,913 common shares are owned by AEP Holdings, LLC.

Paul Patrizio has investing and dispositive power of shares beneficially owned

by AEP Holdings, LLC.

Equity Compensation Plan

The Company does not have an equity compensation

Certain Relationships and Related Transactions, and Director

Related Party Convertible Notes Payable

On September 13, 2019, the Company issued a Convertible

Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company’s CEO, for $30,000, with a maturity date

of September 13, 2022.

On October 13 and October 14, 2020, the Company issued Convertible Promissory Notes to Driveitaway, LLC and

Adam Potash, the Company’s COO, for $25,000 each, which mature on October 13 and 14, 2022, respectively.

On December 24, 2020,

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.

An informal committee of independent directors determined that the sale price for

the Learning Business was fair under the circumstances.

Among the factors considered by the informal committee were the lack of

any offers for the Learning Business generated from marketing the Learning Business in 2021, and the conclusions of a valuation

consultant engaged by the board to determine the fair market value of the Learning Business in 2021.

the Company issued a Convertible Promissory Note to Adam Potash, for $15,000, which matures on December 24, 2022.

Each of the notes

bear interest at a rate of 6% per annum.

The notes automatically convert into preferred stock of DIA in the event DIA raises

at least $1,000,000 by the issuance of preferred stock prior to the maturity dates of the notes (a “Qualified Financing”).

In the event DIA enters into a financing that is not a Qualified Financing prior to the maturity dates of the notes, the holders have

the right to convert their notes into the class and series of equity securities offered in the non-Qualified Financing at the offer price

In the event DIA effects a change of control, the holders have the option of converting their notes into common stock in order

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

At the closing of the Share Exchange on February 24,

2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal and interest of $104,564 due

under the notes into 52,284 shares of DIA common stock, which was automatically converted into 52,284 shares of Series

During the years ended September 30, 2022, and 2021,

the Company recorded interest expense for related parties of $2,296 and $5,379, respectively.

As of September 30, 2022 and 2021,

the Company had accrued interest owed to related parties of $0 and $7,268, respectively.

Advances and Repayments

In the normal course of business, the Company’s

management team or their affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to

cover operating expenses.

During the year ended September 30, 2022, related parties made payments on the Company’s behalf or provided

short-term advances to the Company totaling $3,435 and the Company made repayments to related parties of $3,355.

As of September 30, 2022

and 2021, the Company owed related parties $80 and $0, respectively, for this activity.

Director Independence

Our current Board

consists of Christopher Rego, Rod Whiton, John Simento and R.

Our common stock is currently quoted on the over the counter

Since the over the counter market does not have its own rules for director independence, we use the definition of independence

established by the NASDAQ Stock Market.

Under applicable NASDAQ Stock Market rules, a director will only qualify as an “independent

director” if the director at any time in the past three years (a) was employed by us, (b) received more than $120,000 in

compensation from us, other than for board services, (c) had a family member who was employed as an executive officer of us, (d)

was, or had a family member that was, a partner, controlling shareholder or executive officer of any organization that received

payments for property or services that exceeded the greater of 5% of the recipient’s gross revenues or $200,000, (e) was,

or had a family member that was, employed as an executive officer of another entity during the past three years where any of the

executive officers of us serve on the compensation committee, or (f) was, or had a family member that was, a partner in our auditor

at any time in the past three years.

At this time, we have determined that we have two independent directors:

John Simento and

Gary Zell, II.

The Board does not

currently have any committees.

The Board has approved the formation of an Audit Committee, and an Audit Committee charter, but

no members currently serve on the Audit Committee.

Our current Board consists of John Possumato, Adam

Potash and Paul Patrizio.

Our common stock is currently quoted on the over the counter market.

Since the over the counter market does

not have its own rules for director independence, we use the definition of independence established by the NASDAQ Stock Market.

applicable NASDAQ Stock Market rules, a director will only qualify as an “independent director” if the director at any time

in the past three years (a) was employed by us, (b) received more than $120,000 in compensation from us, other than for board services,

(c) had a family member who was employed as an executive officer of us, (d) was, or had a family member that was, a partner, controlling

shareholder or executive officer of any organization that received payments for property or services that exceeded the greater of 5% of

the recipient’s gross revenues or $200,000, (e) was, or had a family member that was, employed as an executive officer of another

entity during the past three years where any of the executive officers of us serve on the compensation committee, or (f) was, or had a

family member that was, a partner in our auditor at any time in the past three years.

At this time, we have determined that we have no

independent directors.

The Board does not currently have any committees.

The Board has approved the formation of an Audit Committee, and an Audit Committee charter, but no members currently serve on the Audit

The independent directors perform the functions of the Audit Committee.

Policies with Respect to Transactions

with Related Persons

Board has adopted a Code of Ethics, which is available at www.creativelearningcorp.com, that sets forth various policies and procedures

intended to promote the ethical behavior of the Company’s employees, officers and directors.

The Code of Ethics describes

our policy on conflicts of interest.

executive officers and the Board are also required to complete a questionnaire on an annual basis which requires them to disclose

any related person transactions and potential conflicts of interest.

The responses to these questionnaires are reviewed by outside

corporate counsel, and, if a transaction is reported by an independent director or executive officer, the questionnaire is submitted

to the Audit Committee, or the independent directors if there is no Audit Committee.

If necessary, the Audit Committee or the independent

directors, as applicable, will determine whether the relationship is material and will have any effect on the director’s

independence.

After making such determination, the Audit Committee or independent directors, as applicable, will report its recommendation

on whether the transaction should be approved or ratified by the entire Board.

Principal Accountant Fees and Services.

The following table

presents fees for professional services provided by MAC Accounting Group LLP for the years September 30, 2021 and 2020, respectively:

The following table shows the fees billed

aggregate to the Company for the periods shown:

The following table presents fees for professional

services provided by MAC Accounting Group LLP for the years September 30, 2021 and 2022, respectively:

The following table shows the fees billed aggregate to the Company for

the periods shown:

Audit Fees (1)

8 unchanged sentences

All other fees are those services and/or travel expenses not described in the other categories.

Audit fees represent

amounts invoiced for professional services rendered for the audit of the Company’s annual financial statements, including

the Form 10-K report, and the reviews of the quarter ending financial statements included in the Company’s Form 10-Q reports.

Pre-Approval Policy and Procedures

We have adopted an

Audit Committee charter, which contains policies and procedures which set forth the manner in which the Audit Committee will review

and approve all services to be provided by the independent auditor before the auditor is retained to provide such services.

policy requires Audit Committee pre-approval of the terms and fees of the annual audit services engagement, as well as any changes

in terms and fees resulting from changes in audit scope or other items.

The Audit Committee also pre-approves, on an annual basis,

other audit services, and audit-related and tax services set forth in the policy, subject to estimated fee levels, on a project

basis and aggregate annual basis, which have been pre-approved by the Audit Committee.

All other services

performed by the auditor that are not prohibited non-audit services under SEC or other regulatory authority rules must be separately

pre-approved by the Audit Committee.

Amounts in excess of pre-approved limits for audit services, audit-related services and tax

services require separate pre-approval of the Audit Committee.

All of the services reflected in the above

table were approved by the Audit Committee.

We have not engaged our auditor to perform any services other than audit services.

Since May 2020, we

have not had a separately constituted Audit Committee, and our independent board members have performed the duties of the Audit

Committee as described in the Audit Committee charter.

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

(i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

Pre-Approval Policies and Procedures

We do not have an audit committee.

pre-approves all services provided by our independent registered public accounting firm.

All of the above services and fees during

the fiscal years ended September 30, 2022 and 2021 were reviewed and approved by our Board before the respective services were

Exhibits, Financial Statement Schedules.

The following documents

are filed as part of this report:

Financial Statements

Consolidated Financial Statements:

Reports of Independent Registered Public Accounting Firms;

Consolidated Balance Sheets as of September 30, 2021 and September 30, 2020;

Consolidated Statements of Operations for the years ended September 30, 2021 and September 30, 2020;

Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2021 and September 30, 2020.

Consolidated Statements of Cash Flows for the years ended September 30, 2021 and September 30, 2020;

The accompanying Index to Exhibits

is incorporated herein by reference.

INDEX TO EXHIBITS

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-2, File No.

Certificate of Incorporation, dated March 8, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No.

Amendment to Certificate of Incorporation, (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010)

Amended and Restated Bylaws dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 6, 2019).

Agreement relating to the acquisition of BFK Franchise Company (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K dated July 2, 2010).

Settlement Agreement dated February 5, 2020 by and among Creative Learning Corporation, Bart Mitchell, Gary Herman, JoyAnn Kenny-Charlton, Christopher Rego, Rod Whiton, John Simento and R.

Gary Zell, II (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 4, 2020).

Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated September 30, 2019).

Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed August 17, 2018, Registration No.

Form of Indemnification Agreement for Directors and Officers.

Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No.

Amended and Restated Bylaws, dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 6, 2019)

Certificate of Designation, Rights and Preferences of Series A Convertible Stock, dated February 24, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 2, 2022)

Amendment to Certificate of Incorporation, dated April 18, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K , filed on April 29, 2022)

Promissory Note issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Common Stock Purchase Warrant, issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Form of Secured Convertible Note, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Common Stock Purchase Warrant, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Secured Convertible Note, dated November 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Common Stock Purchase Warrant, dated November 15, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Virtual Membership Agreement (Lease) by and between the Company and The Innovation Center, dated March 22, 2022

Agreement and Plan of Share Exchange, dated December 7, 2021 by and among the Company, Driveitaway, Inc.

and the DriveItAway shareholders signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 7, 2021).

and the shareholders of Driveitaway, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2021)

Sale Agreement, dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 7, 2021)

Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLC, dated February 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

First Amendment to the Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLV, dated February 24, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Form of Subscription Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Security Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Piggyback Registration Rights Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Subscription Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Security Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Piggy Rights Registration Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015)

Subsidiaries of the Company.

Rule 13a-14(a) Certification of Principal Executive Officer.

Rule 13a-14(a) Certification of Principal Accounting Officer.

Section 1350 Certification of Principal Executive Officer.

Section 1350 Certification of Principal Accounting Officer.

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Page Interactive Data File (embedded within the Inline XBRL).

XBRL Instance Document

6 unchanged sentences

Furnished herewith.

Independent Registered Public Accounting Firm

Board of Directors

and Shareholders

Creative Learning

on the Financial Statements

We have audited

the accompanying consolidated balance sheets of Creative Learning Corporation and its subsidiaries (the “Company”) as of

September 30, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and

cash flows for each of the two years in the period ended September 30, 2021, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of Creative Learning Corporation and its subsidiaries as of September 30, 2021 and 2020, and the results of its

operations and its cash flows for each of the two years in the period ended September 30, 2021, in conformity with accounting

principles generally accepted in the United States of America.

These financial

statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to Creative Learning Corporation in

accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Learning Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we

express no such opinion.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee, or Board of Directors in lieu of an audit committee, and that:

to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

The Company generates

its revenue from long term contracts with customers and charges initial fees that are recognized over the contract term and monthly fees

that are recognized when sales or usage occurs.

As the Company terminates or transfers their long-term contracts, or customers are put

on payment plans, detailed and manual tracking, along with manual accounting system updates to automatic billings, have to occur which

causes auditing revenue and accounts receivable to be particularly challenging.

Further, the collection of audit evidence and requirement

to trace the activity on individual contracts was difficult and time consuming, increasing overall audit effort required.

In order to audit the

Company’s revenue and accounts receivable, we had to obtain an understanding of individual customer contracts or special arrangements,

as applicable, collect audit evidence to support that understanding, trace activity within each customer’s account to audit support,

and ensure revenue was accurately recognized and accounts receivable balances were accurately stated.

Allowance for Doubtful

The Company estimates

their allowance for doubtful accounts based on historical trends, customer knowledge, any known disputes, and considers the aging of the

accounts receivable balances combined with management’s estimate of future potential recoverability.

Accordingly, in order to audit

management’s estimate there is a significant amount of subjective auditor judgment that is required.

Further, there is significant audit

effort required to review the details of individual customer accounts.

In order to audit the

Company’s allowance for doubtful accounts, we completed a detailed analysis of arrangements made with individual customers, as well

as analyzed collection activity historically, for the year under audit, and subsequent to the audit date.

/s/ Mac Accounting Group, LLP

We have served as the Company’s

auditor since 2019.

Midvale, Utah

January 11, 2022

CREATIVE LEARNING CORPORATION

Consolidated Balance Sheets

September 30,

Current Assets:

Restricted Cash (marketing fund)

Accounts receivable, less allowance for doubtful accounts of approximately $ 873,000 and $ 942,000 , respectively

Prepaid commission expense

Prepaid expense

Marketing Fund

Notes receivables - current portion, less allowance for doubtful accounts of approximately $ 91,000 and $ 91,000 , respectively

Total Current Assets

Prepaid commission expense- net of current portion

Notes receivables - net of current portion

Property and equipment, net of accumulated depreciation of approximately $ 556,000 and $ 416,000 , respectively

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

Accounts payable

Notes payable

Deferred revenue

Accrued liabilities

Accrued marketing fund

Total Current Liabilities

Deferred revenue - net of current portion

Total Liabilities

Commitments and Contingencies (Note 10)

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001 par value;

10,000,000 shares authorized;

- 0 - shares issued and outstanding

Common stock, $ .0001 par value;

50,000,000 shares authorized 13,540,938 shares issued and 13,525,838 shares outstanding as of September 30, 2021;

13,363,410 shares issued and 13,298,310 shares outstanding as of September 30, 2020

Additional paid in capital

Treasury Stock, 15,100 and 65,100 shares at September 30, 2021 and 2020, respectfully, at cost

Accumulated Deficit

( 4,448,811 )

( 4,773,713 )

Total Stockholders’ Equity (Deficit)

( 1,402,023 )

( 1,816,925 )

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Consolidated Statements of Operations

September 30,

Royalties fees

Initial franchise fees

Marketing fund revenue

Technology fees

Merchandise sales

TOTAL REVENUES

COST OF GOODS SOLD

OPERATING EXPENSES

Salaries, payroll taxes and stock-based compensation

Professional, legal and consulting fees

Loss on Legal Settlements

Bad debt expense

Other general and administrative expenses

Franchise commissions

Franchise training and expenses

Depreciation and amortization

General advertising

Franchisee marketing fund expense

TOTAL OPERATING EXPENSES

OPERATING INCOME (LOSS)

OTHER INCOME (EXPENSE)

INCOME (LOSS) BEFORE INCOME TAXES

PROVISION FOR INCOME TAXES

NET INCOME (LOSS)

NET INCOME (LOSS) PER SHARE

Basic weighted average number of common shares outstanding

Diluted weighted average number of common shares outstanding

The accompanying notes are an integral

part of the consolidated financial statements.

Creative Learning Corporation

Consolidated Statement of Changes

in Stockholders’ Equity (Deficit)

Stockholder’s

Treasury Stock

Balance October 1, 2019

$ ( 5,393,874 )

$ ( 2,439,586 )

Stock-based compensation

Shares cancelled

Balance September 30, 2020

( 4,773,713 )

( 1,816,925 )

Shares issued for services

Shares issued for intangible assets acquired

Shares cancelled

Reclassification of treasury shares

Balance, September 30, 2021

$ ( 4,448,811 )

$ ( 1,402,023 )

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Consolidated Statements of Cash Flows

For the Fiscal Years ended

September 30,

Cash flows from operating activities:

Net Income/(Loss)

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Depreciation and amortization

Gain on sale of assets held for sale

Bad debt expense

Stock issued for services and compensation

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Prepaid commission expense

Accounts payable

Accrued liabilities

Deferred revenue

( 1,243,201 )

( 1,155,467 )

Accrued marketing fund

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Acquisition of property and equipment

Acquisition of intangible assets

Proceeds from the sale of assets

(Issuance)/Collection of notes receivable

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from notes payable

Net cash provided by financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Noncash financing activity:

Shares cancelled

Shares issued for intangible assets acquired

Accounts payable recorded for intangible assets acquired

Treasury shares reclassified

The accompanying notes are an integral

part of the consolidated financial statements.

CREATIVE LEARNING CORPORATION

Notes to Consolidated Financial Statements

September 30, 2021 and 2020

(1) Nature of Organization and

Summary of Significant Accounting Policies

Nature of Organization

Creative Learning

Corporation (“CLC”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware.

BFK Franchise

Company LLC (“BFK”) was formed in the State of Nevada on May 19, 2009.

Effective July 2, 2010, CLC was acquired by

BFK in a transaction classified as a reverse acquisition.

CLC concurrently changed its name from B2 Health, Inc.

to Creative Learning

During fiscal year 2020, BFK eLearning LLC was formed in the State of Delaware.

In addition to the

accounts of CLC and BFK, the accompanying consolidated financial statements include the accounts of CLC’s subsidiaries, BFK

Development Company LLC (“BFKD”), BFK eLearning LLC (“B4KEL”) and SF LLC (“Sew Fun Studios”).

In 2020, the Company decided to put on hold the Sew Fun Studios business.

The organizational

documents for BFK Development Company LLC, B4KEL and SF LLC do not specify a termination date.

Each of the above listed LLCs has

a single member, controlled 100% by CLC.

Prior to July 20,

2021, the Company also owned a 49 % non-controlling interest in Bricks4Schoolz, LLC, which was accounted for under the cost method.

On July 20, 2021, the Company acquired the remaining 51 % interest in Bricks4Schoolz, LLC (“B4S”), which is now a wholly-owned

B4S had no operational activity in fiscal year 2021 and simply owns rights to proprietary software used by the Company.

CLC operates wholly-owned

subsidiaries BFK and SF under the trade names Bricks 4 Kidz® and Sew Fun Studios™ respectively, that offer children’s

enrichment and education franchises.

CLC and its wholly

owned subsidiaries BFK, BFKD, B4KEL, SF LLC, and B4S are hereinafter referred to collectively as the “Company”.

Basis of Presentation

The Company financial

statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the

United States of America (“GAAP”).

International franchise

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

In addition, the Company awards master agreements

outside of the United States and Canada.

The royalty structure is the same for both our US and International franchisees.

are structured such that the Company collects revenue from foreign franchises in US dollars.

We do not have international subsidiaries.

The Company has multiple

franchise concepts, but all concepts are managed centrally as one segment and are reviewed by the Company in total.

decision-making regarding the Company’s overall operating performance and allocation of Company resources are assessed on

a consolidated basis.

As such, the Company operates as one reporting segment.

Principles of Consolidation

The accompanying

consolidated financial statements include the accounts of CLC and its wholly-owned subsidiaries.

All intercompany balances and

transactions have been eliminated in consolidation.

The accompanying

financial statements do not include the accounts of Bricks4Schoolz, LLC prior to July 20, 2021, when it was a 49 % owned entity

accounted for under the cost method.

The Company operates

on a September 30 fiscal year-end.

Use of Estimates

The preparation of

financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of financial statements and the reported amounts of revenues and expenses during the reporting period.

The significant estimates

and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, depreciation of

property and equipment, recoverability of long-lived assets and fair value of equity instruments.

Actual results could differ from

those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Cash, Restricted Cash, and Cash

The Company considers

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

records restricted cash for marketing funds collected from the franchisees in excess of amounts spent for marketing.

Per the franchise

agreements, a marketing fund of 2 % of franchisees’ gross cash receipts is collected by the Company and held to be spent on

the promotion of the brand (see Note 9).

Amounts recorded

as cash, cash equivalents, and restricted cash in the statement of cash flows is as follows:

Schedule of Cash and Cash Equivalents

September 30,

Cash Equivalents

Restricted Cash

The Company maintains

cash balances which at times exceed the federally insured limit of $ 250,000 .

The Company believes there is no significant risk

with respect to these deposits.

The Company had no cash in excess of the federally insured limit at September 30, 2021 and September

Accounts Receivable

The Company reviews

accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense

when deemed necessary.

The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge,

any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future

potential recoverability.

Accounts and receivables are written off against the allowance after all attempts to collect a receivable

The Company believes its allowances for doubtful accounts at September 30, 2021 and 2020 are adequate, but actual

write-offs could exceed the recorded allowance.

During the years ended September 30, 2021 and 2020 the balance in the allowance

for doubtful accounts was approximately $ 873,000 and $ 942,000 , respectively.

Notes Receivable

Accounting Standards

Codification (“ASC”) 310, Receivables, provides guidance for receivables and notes that arise from credit sales, loans

or other transactions.

Financing receivable includes loans and notes receivable.

Originated loans we hold for which we have the

intent and ability to hold for the foreseeable future or to maturity (or payoff) are classified as held for investment.

receivables held for investment are reported in our consolidated balance sheets at the outstanding principal balance adjusted for

any write -offs, allowance for loan losses, deferred fees or costs, and any unamortized premiums or discounts.

Interest income

is accrued on outstanding principal as earned.

Unamortized discounts and premiums are amortized using the interest method with

the amortization recognized as part of interest income in the consolidated statements of operations.

During the years ended September

30, 2021 and 2020 the balance in the allowance for doubtful notes receivable was approximately $ 91,000 and $ 91,000 , respectively.

Long-Lived Assets

The Company’s

long-lived assets currently consist of property and equipment, and intangible assets.

The Company tests for impairment losses on

long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset

may not be recoverable.

Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an

asset to the future undiscounted cash flows expected to be generated by the asset.

If such asset is considered to be impaired,

the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

evaluations involve management’s estimates of asset useful lives and future cash flows.

Actual useful lives and cash flows

could be different from those estimated by management which could have a material effect on our reporting results and financial

Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values

and third-party independent appraisals, as considered necessary.

Property, Equipment and Depreciation

Property and equipment

are stated at cost.

Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets.

Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.

cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts

and any gain or loss is recorded in the year of disposal.

Property and Equipment Useful Lifes

Property and Equipment

Furniture and Fixtures

Property Improvements

15 - 40 years

Intangible Asset

The Company records

intangible assets at cost and then amortizes the intangible asset over its useful life.

Costs incurred to renew or extend the term

of any intangible assets will be expensed as incurred.

During the year ended September 30, 2021 the Company acquired intellectual

property consisting of software and content for $ 168,000 (see Note 5).

The intangible asset is being amortized over its useful

life of 5 years and the Company recognized $ 5,600 worth of amortization expense during the year ended September 30, 2021, which

resulted in an intangible asset balance of $ 162,400 as of September 30, 2021.

Amortization expense of $ 33,600 is expected annually

through September 30, 2025 with amortization expense of $ 28,000 expected for the year ended September 30, 2026.

Treasury stock

The Company records

treasury stock at cost.

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

Fair Value of Financial Instruments

The carrying amounts

of cash, accounts receivable, and accounts payable approximate fair value because of the relative short-term maturity of these

items and current payment expected.

These fair value estimates are subjective in nature and involve uncertainties and matters of

significant judgment, and therefore cannot be determined with precision.

Changes in assumptions could significantly affect these

The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments.

Notes receivable are recorded at par value less allowance for doubtful accounts.

The carrying amount is consistent with fair value

based upon similar notes issued to other franchisees.

ASC 825, Financial

Instruments, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid

to transfer a liability in an orderly transaction between market participants.

It also requires disclosure about how fair value

is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based

on significant levels of inputs as follows:

Quoted prices in active markets for identical assets or liabilities.

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination

of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair

value measurement.

The carrying value

of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis.

Financial assets and

liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.

had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods.

Financial assets

and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.

Revenue Recognition

The Company generates

almost all of its revenue from contracts with customers.

The Company’s franchise agreements enter the parties into a contractual

agreement, typically over a ten years term, and include performance obligations as follows:

protected territory designation, access

to proprietary manuals and handbooks, initial training and on-going assistance, consulting, promotion of goodwill, administration

of marketing fund, marketing and promotion items, initial marketing program development assistance, company website access, Franchise

Management Tool access, lessons and model plans, project kits, Duplo bricks, frames stop motion animation software, and use of

the franchisor’s intellectual property (IP) (e.g., trade name – Bricks for Kidz).

Upon entering into a franchise agreement,

the Company charges an initial franchise fee, which is fully collectible and nonrefundable as of the date of the signing of the

franchise agreement.

Further, because the Company’s franchises are primarily a mobile concept and do not require finding

locations or construction, the franchisees can begin operations as soon as they complete training.

Per the terms of

the franchise agreements, the Company charges for royalty fees on a monthly basis, generally set at a fixed amount, but in some

cases are based on a percentage of franchisee’s monthly gross revenues.

The Company also charges fees for a marketing fund,

generally based on 2% of franchisee’s monthly gross revenues, which is managed by the Company, to allocate towards national

branding of the Company’s concepts to benefit the franchisees.

Lastly, the Company charges for technology fees on a monthly

basis, generally at a fixed amount, for the use of the company Franchise Management tool as well as company emails, etc.

The Company adopted

the new revenue standard (ASC 606) on October 1, 2018 for contracts with remaining performance obligations as of October 1, 2018.

The Company elected to apply the new standard retrospectively with an adjustment to the opening balance of retained earnings as

of the date of adoption.

Under ASC 606, the Company considers initial franchise fees to be a part of the license of symbolic intellectual

property (“IP”), therefore the performance obligation related to these fees is satisfied over time as the Company fulfills

its promise to grant the customer rights to use, and benefit from, the Company’s IP, as well as support and maintain the

The initial franchise fee, then, is recorded as deferred revenue at inception and recognized on a straight-line basis over

the contract term.

In accordance with

ASC 606-10-55-65, the Company has determined that the royalty fees, marketing fees, and technology fees are subject to a sales

and usage-based royalties’ constraint on licenses of IP.

Accordingly, these fees are recognized as revenue at the later of

when the sales or usage occurs or the related performance obligation is satisfied.

Technology fees are recorded net of processing

Marketing fees are limited to marketing amounts expensed;

therefore, the Company will recognize amounts received in excess

of amounts spent on the balance sheet in the accrued marketing fund liability.

The Company collects

transfer fees when contracts are transferred between parties and accounts for the transfer as a contract modification under ASC

Because the transfer does not increase the scope of the contract or promise any additional goods or services and there are

no new distinct services that will be provided after the transfer the Company considers the transfer fee part of the existing contract.

Transfer fees, then, are recorded as deferred revenue at inception and recognized on a straight-line basis over the remaining contract

When contracts are

terminated due to default, or in conjunction with an early termination agreement, the Company accounts for the early termination

as a contract modification under ASC 606.

Because the termination eliminates any future performance obligations of the Company

any deferred revenue associated with the terminated contract is recognized into revenue at the time of termination, along with

any early termination fees, in the initial franchise fee line on the Company’s Statement of Operations.

The Company generates

revenue from sales of merchandise where the performance obligation is met, and therefore revenue recognized, upon the delivery

of merchandise to the customer.

Contract Liability – Deferred Revenue

In conjunction with

the adoption of ASC 606, effective October 1, 2018 the Company recorded deferred revenue as a contract liability for its initial

franchise fees collected and related to contracts with remaining performance obligations.

During the years ended September 30,

2021 and 2020 the activity in the deferred revenue account was as follows:

Summary of deferred revenue activity

Balance, September 30, 2019

Deferred revenue recognized upon adoption of ASC 606

Initial franchise fees collected

Revenue recognized into revenue

( 1,237,994 )

Balance, September 30, 2020

Initial franchise fees collected for franchise renewals and deposits

Revenue recognized into revenue

( 1,257,217 )

Balance, September 30, 2021

Current portion

Deferred revenue, net of current portion

Amounts expected

to be recognized into revenue related to performance obligations that are unsatisfied (or partially unsatisfied) as of September

30, 2021 were as follows:

Summary of performance obligations

Year ended September 30, 2022

Year ended September 30, 2023

Year ended September 30, 2024

Year ended September 30, 2025

Year ended September 30, 2026 and thereafter

Contract Liability / Asset –

Accrued Marketing Fund / Marketing Fund Receivable

Per the terms of

the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company,

to allocate toward national branding of the Company’s concepts to benefit the franchisees.

The marketing fund

amounts owed to the Company are accounted for as a liability on the balance sheet and the actual collections are deposited into

a marketing fund bank account, presented as restricted cash on the balance sheet.

Expenses pertaining to the marketing fund activities

are paid from the marketing fund and reduce the liability account.

Upon adoption of FASB 606 on October 1, 2018, the Company presents

these marketing fund revenues and expenses on a gross basis on its statement of operations.

Any unused funds at the end of the

period are recorded as accrued marketing fees or any funds used in excess of funds collected are recorded as a marketing fund receivable.

The Company expects to collect this advance in future periods from the 2% fees collected on future franchisee gross revenues.

the years ended September 30, 2020 and 2021 the activity in the accrued marketing fund liability account was as follows:

Summary of accrued marketing fund for advertising fund revenue accounts

Marketing fund liability (receivable), September 30, 2019

Marketing fund billings recognized into income

Marketing funds recognized into expense

Marketing fund liability (receivable), September 30, 2020

Marketing fund billings recognized into income

Marketing funds recognized into expense

Marketing funds advanced by the Company

Marketing fund liability (receivable), September 30, 2021

Contract Asset – Prepaid

Commission Expense

In accordance with ASC 606 the costs related

to obtaining a contract are to be capitalized as long as the costs are recoverable and incremental.

Effective October 1, 2019,

the date the Company adopted ASC 606, they capitalized the value of sales commissions as a contract asset and is amortizing those

costs straight-line over the contract life of the franchise agreement to which they relate.

During the year ended September 30,

2020 and 2021 the activity in the contract asset account was as follows:

Summary of contract asset activity

Balance, September 30, 2019

Commissions paid

Commissions recognized into expense

Balance, September 30, 2020

Commissions paid

Commissions recognized into expense

Balance, September 30, 2021

Current portion

Prepaid commission expense, net of current portion

General Advertising Costs

General Advertising

costs are expensed as incurred.

The Company incurred general advertising costs for the years ended September 30, 2021 and 2020

of approximately $ 46,000 and $ 81,000 , respectively.

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.

The Company reviews

its filing positions for all open tax years in all U.S.

federal and state jurisdictions where the Company is required to file.

When there are uncertainties

related to potential income tax benefits, in order to qualify for recognition, the position the Company takes has to have at least

a “more likely than not” chance of being sustained (based on the position’s technical merits) upon challenge

by the respective authorities.

The term “more likely than not” means a likelihood of more than 50 percent.

the Company may not recognize any of the potential tax benefit associated with the position.

The Company recognizes a benefit for

a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater

than 50 percent likely of being realized upon its effective resolution.

Unrecognized tax benefits involve management’s judgment

regarding the likelihood of the benefit being sustained.

The final resolution of uncertain tax positions could result in adjustments

to recorded amounts and may affect our results of operations, financial position and cash flows.

The Company’s

policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company had no accrual

for interest or penalties at September 30, 2021 and 2020, respectively, and has not recognized interest and/or penalties during

the years ended September 30, 2021 and 2020, respectively, since there are no material unrecognized tax benefits.

Management believes

no material change to the amount of unrecognized tax benefits will occur within the next twelve months.

The tax years subject

to examination by major tax jurisdictions include the years 2017 and forward by the U.S.

Internal Revenue Service, and the years

2016 and forward for various states.

Net earnings (loss) per share

Basic earnings (loss)

per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts to issue common

stock were exercised or converted during the period.

FASB ASC 260, Earnings per Share , requires a dual presentation

of basic and diluted earnings per share.

Any stock options or warrants that would have anti-dilutive effect have been excluded

from the computation of earnings per share.

The number of such shares excluded from the computations of diluted loss per share

totaled 1,795,562 at September 30, 2020 and 1,795,562 at September 30, 2021.

Stock-based compensation

The Company accounts

for employee stock awards for services based on the grant date fair value of the instrument issued and those issued to non-employees

are recorded based on the grant date fair value of the consideration received or the fair value of the equity instrument, whichever

is more reliably measurable.

Stock Awards are expensed over the service period.

Forfeitures are recognized as they occur.

Reclassifications

Certain prior year

amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the

reported results of operations.

Recent accounting pronouncements

The Company has reviewed

all newly issued accounting pronouncements, including those that are not yet effective, and all have been deemed either immaterial

or not applicable.

(2) Liquidity

During the current

year, the Company had net income of approximately $325,000 324,902

and has sufficient cash on hand to cover expenses for the next 12 months, provided the Company only operates the Learning Business

for the next 12 months.

However, the Company has entered into agreements to acquire DIA and dispose of the Learning Business (see

Note 12), and if those agreements are consummated the Company’s liquidity will be determined in reference to DIA’s

profitability and capital needs instead.

The COVID-19 outbreak

has been declared a pandemic by the World Health Organization, has spread to the United States and many other parts of the world

and has adversely affected our business operations, employee availability, financial condition, liquidity and cash flow and the

length of such impacts are uncertain.

The outbreak of COVID-19

continues to affect the United States and globally, and related government and private sector responsive actions have and will

continue to adversely affect our business operations.

It is impossible to predict the effect and ultimate impact of the COVID-19

pandemic as the situation continues to evolve.

The spread of COVID-19

has caused public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating

in heavily populated areas without masks, vaccinations and testing, such as malls and shopping centers.

Among the precautions was

the cessation of in-person leaning at a substantial portion of the schools in the United States, which has adversely impacted our

royalty revenue from franchisees and our ability to sell new franchises.

There is significant uncertainty around the breadth and

duration of these school closures and other business disruptions related to COVID-19, as well as its impact on the U.S.

Many public schools resumed some or all in person learning in the Fall of 2021, but many have since reverted back to remote

learning with the advent of the Omicron strain of COVID-19 in December 2021.

The extent to which COVID-19 impacts our results will

depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning

the severity of COVID-19 and the actions taken to contain it or treat its impact.

We have asked some of our corporate employees

whose jobs allow them to work remotely to do so a few days a week for the foreseeable future.

Such precautionary measures could

create operational challenges, as we adjust to a remote workforce, which could adversely impact our bustiness.

We had cash flows used

in operating activities of approximately $75,000 75,136

for the year ended September 30, 2021 compared to approximately $306,000

306,220 for the year ended September 30, 2020.

The decrease in cash flows used in operating activities for the year ended September

30, 2021 compared to the year ended September 30, 2020 relates primarily to accounts receivable being collected as well as amounts

previously allowed for being recouped in the current year.

We had cash flows used

in investing activities of approximately $17,000

( 17,843 ) for the year ended September 30, 2021 compared to cash flows provided by investing activities of approximately $94,000

94,072 for the year ended September 30, 2020.

The decrease in cash flows provided by investing activities was primarily due to the

acquisition of intangible assets, as further described in Note 5 during the year ended September 30, 2021 as compared to the sale of

assets during the year ended September 30, 2020.

We had cash flows provided by financing

activities of $ 0

for the year ended September 30, 2021, compared to $120,000

119,980 for the year ended September 30, 2020.

This was due to the Company receiving proceeds from a loan from the Small Business

Administration as further described in Note 11.

The Company is currently dependent upon

royalty and technology fee revenue from existing franchises to continue current business operations and liquidity, since new franchise

sales are currently minimal due to the impact of COVID-19 and other factors which make new sales difficult.

While those revenue

sources are generally sufficient to enable to the Company to operate, as a result of challenges faced by the Company’s existing

business, in December 2021, its board elected to change the business focus of the Company by entering into the Share Exchange Agreement

to acquire DriveItAway, Inc.

and a separate agreement to dispose of our learning business if the acquisition of DriveItAway, Inc.

(3) Related Party Transactions

On or about December

6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”), prior to their appointments as officers or directors of

the Company, commenced a consent solicitation to the shareholders of the Company and on February 5, 2020, the Company and the Solicitors

entered into an agreement to settle their dispute over the consent solicitation.

The settlement resulted in the Company paying

$ 10,000 as reimbursement for certain costs that they incurred related to the consent solicitation, the Company agreeing to appoint

Whiton to the board, and the Company’s agreeing to appoint Mr.

Rego as chief executive officer, among other

The Company ultimately paid a total of $20,000 in costs incurred by Messrs.

Rego and Whiton in relation to the consent

solicitation.

Bart Mitchell resigned

as President of the Company on June 8, 2020 at which time he received a severance package of $ 50,000 .

Additionally, during the

year ended September 30, 2020, Mr.

Mitchell no longer wanted his 279,406 shares, therefore, he returned them to the Company for no

consideration and the Company cancelled them.

Christopher Rego has

been a director since February 5, 2020, and our Chief Executive Officer since May 1, 2020.

Prior to his appointment, Mr.

purchased an active franchise in California.

During the years ended September 30, 2021 and 2020, the Company recognized royalty

revenues from the franchise of $ 6,750

and $ 16,650 ,

respectively, recognized technology fee revenues from the franchise of $ 900 and $ 900 , respectively, and recognized marketing fee

revenues from the franchise of $ 0

respectively.

Total payments made by the franchisee were $ 7,650

and $ 8,581 ,

respectively.

As of September 30, 2021 and 2020 the accounts receivable balance with the franchise was $ 1,897

and $ 11,894 ,

respectively, and the Company had allowed for $ 1,334

and $ 11,113 ,

respectively, for net accounts receivable balances of $ 563

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased its allowance for Mr.

franchise accounts by $ 218 .

As of September 30, 2021 and 2020 the franchises had deferred revenue balances of $ 0 .

John Simento has

been a director of the Company since May 19, 2020.

Rego’s and Mr.

Simento’s appointments with the Company,

they purchased a Company franchise in the United Arab Emirates (the “UAE”).

The Company filed an arbitration complaint

against them in December 2019 regarding issues related to opening the franchise.

The complaint was resolved by a Settlement Agreement

dated February 5, 2020.

Under the Settlement Agreement, the Company forgave all back royalty fees through July 2019, equaling $ 18,825 ,

and agreed to defer all other fees until the franchise was able to obtain a business license to operate in the UAE., which is currently

delayed due to the Coronavirus pandemic.

The franchise is currently non-operational as a result of an inability to obtain the issuance

of a business license from the UAE due to the Coronavirus pandemic.

If the franchise is not able to procure the necessary authorizations

to operate, the franchisees would not owe any franchise fees.

As a consequence, we have not realized any revenue from the franchise

and no payments have been received on outstanding balances.

As of September 30, 2021 and 2020 the accounts receivable balance with

the franchise was $ 10,613 and the Company had allowed for $ 10,613 and $ 8,925 , respectively, for net AR balances of $ 0 and $ 1,688 ,

respectively.

Accordingly, during the year ended September 30, 2021 the Company increased their allowance for the UAE franchise

account by $ 1,688 .

the CEO of Teknowland, a software development company, with which the Company entered into an agreement on March 10, 2020 to perform

development and maintenance services in relation to the Company’s franchise management software.

The term of the agreement

was six months, subject to auto-renewal until Teknowland had completed its obligations under the agreement, but subject to each

party’s right to terminate the agreement at any time on 30 days’ notice.

Under the agreement, the Company was obligated

to pay Teknowland a fee of $ 12,900 per month for development and maintenance services.

Starting in November 2020, the Company and

Teknowland orally agreed to reduce the monthly amount that the Company is obligated to pay to $3,000 per month.

During the year ended

September 30, 2020, the Company and Mr.

Rego orally agreed that Mr.

Rego and Teknowland would develop an eLearning program to enable

the Company to offer educational programs over the internet.

No agreement was reached regarding whether the Company or Teknowland

would own the eLearning program, or the terms under which the Company would be entitled to use the program on a long-term basis,

whether as owner or licensee.

The Company orally agreed to pay Teknowland $10,000 per month for five months for hosting and content

costs incurred by Teknowland.

After testing the program, the Company’s board decided in December 2020 not to pursue the E-Learning

Beginning in January

2021, Teknowland began hosting the Company’s website at a cost of $ 5,000 per month pursuant to an oral agreement.

On February 12, 2021,

the Company, Chris Rego and Teknowland entered into an agreement under which the parties mutually agreed to terminate the March

10, 2020 agreement to develop and maintain the Company’s franchise management system, and the oral agreement under which

Teknowland hosted the Company’s website.

In both cases, the Company has engaged an independent firm to provide the services.

Under the same agreement, the Company agreed to transfer and assign to Teknowland all of the Company’s rights in the E-Learning

program developed by Teknowland for the Company.

The Company evaluated the E-Learning program on a trial basis, and elected not

to pursue it as a line of business.

The Company agreed to pay Teknowland $50,000 to pay all invoices associated with the two agreements

and the E-Learning program, of which $20,000 was payable at execution of the agreement, $20,000 was payable 30 days later and $10,000

was payable 60 days later.

As of September 30, 2021 the entire amount had been paid.

During the year

ended September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to relinquish 272,472 shares previously

approved for issuance to her for director services for no consideration.

(4) Property and Equipment

Property and equipment

consisted of the following:

Schedule of Property and Equipment

September 30,

Depreciable Property and Equipment:

Furniture and Fixtures

Total Depreciable Property and Equipment

Accumulated Depreciation

Total Net Property and Equipment

Depreciation expense

totaled approximately $ 109,000 and $ 113,000 , respectively, for the years ended September 30, 2021 and 2020.

(5) Acquisition of Intangible

Prior to July 20,

2021, the Company owned a 49 % non-controlling interest in Bricks4Schoolz, LLC, which was accounted for under the cost method.

July 21, 2021, the Company acquired the remaining 51 % of Bricks4Schoolz, LLC, including the proprietary software and content developed

for the entity by the other joint venture party, in consideration for the issuance of 300,000 shares of common stock, valued at

$ 60,000 based on the market value of the shares on the agreement date, and an agreement to pay cash of $ 108,000 in twelve monthly

payments of $9,000 each.

In accordance with ASC 805, Bricks4Schoolz, LLC was recorded as an asset acquisition because Bricks4Schoolz,

LLC did not meet the definition of a business, in that it only has a single asset (rights to proprietary software used in the Company’s

operations) and it does not have operations that include an input and a substantive process that together significantly contribute

to the ability to create outputs.

Accordingly, the total purchase price of $ 168,000 was recorded as an intangible asset that is

being amortized over five years.

(6) Notes and Other Receivables

At September 30,

2021 and 2020, respectively, the Company held certain notes receivable totaling approximately $ 97,000 and $ 100,000 respectively

for extended payment terms of franchise fees.

The Company had an allowance on notes receivable of $ 91,000 and $ 91,000 as of September

30, 2021 and 2020, respectively.

The net notes receivable was approximately $ 6,000 and $ 9,000 and was included in the consolidated

balance sheet as of September 30, 2021 and 2020 respectively.

The notes were generally non-interest-bearing notes with monthly

payments, payable within one year, or currently in default.

Accordingly, the full balance was recorded as a current asset as of

September 30, 2021 and 2020.

(7) Accrued Liabilities

The Company had accrued liabilities at

September 30, 2021, and September 30, 2020 as follows:

Schedule of Accrued Liabilities

Accrued Liabilities

September 30,

Accrued board compensation

Accrued compensation and payroll taxes

Accrued settlement agreements

Other accrued liabilities

Accrued Liabilities

(8) Stockholders’ Equity (Deficit)

As of September 30,

2021 the Company has 10,000,000 shares of Preferred Stock authorized with no shares issued and outstanding and has 50,000,000 shares

of Common Stock authorized with 13,540,938 shares issued and 13,525,838 shares outstanding.

During the year ended

September 30, 2021 the Company issued 150,000 shares of common stock for services to a consultant that was valued at $0.20 per

share, which was the market price of the Company’s shares on the grant date.

The Company also issued 300,000 shares of common

stock to acquire intangible assets that were valued at $ 0.20 per share, which was the market price of the Company’s shares

on the grant date.

During the year ended September 30, 2021, JoyAnn Kenny-Charlton, a former director of the Company, agreed to

relinquish 272,472 shares previously approved for issuance to her for director services for no consideration and the Company cancelled

those shares.

The Company also reclassified 50,000 shares of common stock out of treasury due to the shares owed to them never

being returned by the holder.

During the year ended

September 30, 2020 the Company issued 35,714 shares of common stock for compensation to Gary Herman, who was a director at the

time of the issuance, valued at $ 0.07 per share, which approximated the market value of the Company’s stock on the grant

Also, during the year ended September 30, 2020, Mr.

Mitchell, who was the Company’s president at the time, returned

279,406 shares of common stock previously issued to him for compensation for no consideration and the Company cancelled them.

The following table

represents option activity during the years ended September 30, 2021 and 2020:

Schedule of Stock Option Activity

Vested and Exercisable at September 30, 2019

Cancelled options

Options granted

Vested and Exercisable at September 30, 2020

Cancelled options

Options granted

Vested and Exercisable at September 30, 2021

The following table

represents all outstanding options as of September 30, 2020:

Schedule of Options Outstanding

Granted May 13, 2017

Granted September 30, 2017

Granted March 21, 2019

Vested and Exercisable at September 30, 2021

(9) Commitments

and Contingencies

The Company is subject

to litigation claims arising in the ordinary course of business.

The Company believes that it has adequately accrued for legal

matters in accordance with the requirements of GAAP.

The Company records litigation accruals for legal matters which are both probable

and estimable and for related legal costs as incurred.

The Company does not reduce these liabilities for potential insurance or

third-party recoveries.

On October 2, 2015,

the Company filed suit in the state court in St.

John’s County, Florida, Case No.

CA 15-1076, against its former Chief Executive

Officer Brian Pappas, Christine Pappas, its former Human Resources officer, and an independent company controlled by Mr.

named Franventures, LLC (“Franventures”).

The lawsuit sought return of Company emails and other electronic materials

in the possession of the defendants, Company control over the process by which the Company’s documents are identified, and

a court judgment that the property is the Company’s.

Pappas had returned certain Company documents that they

have identified, but other issues remained.

On December 11, 2017, Brian Pappas filed a counterclaim alleging the Company is required

to indemnify him for a multitude of matters.

On October 8, 2020 the Court dismissed Brian Pappas’ indemnity counterclaim

without prejudice.

In a separate suit,

filed on March 7, 2016 in the state court in St.

John’s County, Florida (Case No.

CA 16-236), Franventures filed suit against

the Company alleging that it is due an unstated amount of money from the Company pursuant to a contract the Company had previously

On June 23, 2016, the Company filed a counterclaim against Franventures, which also included a complaint against former

Chairman of the Board and Chief Executive Officer Brian Pappas.

The counterclaim seeks redress for losses and expenditures caused

by alleged fraud, conversion of company assets, and breaches of fiduciary duty that the Company alleges that defendants perpetrated

upon CLC, including assertions regarding actions by Brian Pappas that the Company alleges occurred while Mr.

Pappas was serving

as the Chief Executive Officer of CLC and as a member of its board of directors.

On October 27, 2016, Brian Pappas filed a motion

to amend the complaint in Case No.

CA 16-236 to add a claim alleging that the Company slandered him by virtue of a press release

issued on or about August 1, 2016, in which the Company reported to shareholders on steps it had taken and improvements it had

The Company’s

complaint against Mr.

Pappas and Franventures (Case No.

CA 15-1076) was consolidated with Mr.

Pappas’ and Franventures’

complaint against the Company (Case No.

CA 16-236) for purposes of discovery, but not for any other purpose.

On May 22, 2021,

the Company, Brian Pappas, Christine Pappas and Franventures entered into an agreement under which the parties agreed to mutually

release all parties from any claims or causes of action that they have against the other, including without limitation any claims

asserted in Case No.

CA 15-1076 and Case No.

The Company agreed to pay Brian Pappas and his assigns 60 consecutive,

monthly payments of $4,000 commencing on June 1, 2021 and continuing through June 1, 2026.

As of September 30, 2021 the Company

had made four of the monthly payments and the unpaid balance of $ 224,000 has been recorded in the balance sheet under accrued liabilities.

On February 24, 2017,

franchisee, Team Kasa, LLC, along with its three owners, filed suit in the Eastern District of New York (Case No.

2:17-cv-01074)

against former CEO Brian Pappas and Franventures, as well as four other defendants seeking damages under the New York Franchise

The same Plaintiffs also initiated an arbitration proceeding against the Company on the same issues (American Arbitration

Association, Case No.

01-17-0001-1968), alleging the Company is jointly and severally liable for damages resulting from the allegations

Pappas and Franventures.

The Company is contesting the allegations and its liability for any damages in the arbitration

Both cases have been held in abeyance as the parties seek a resolution.

On November 8, 2017,

franchisee, Indy Bricks, LLC, along with its two owners, Ben and Kate Schreiber, initiated arbitration against the Company (American

Arbitration Association, Case No.

01-17-0006-8120).

The Plaintiffs allege breach of contract, fraud, misrepresentations and omissions,

violations of the Indiana Franchise Act, and violations of the Indiana Deceptive Franchise Practices Act.

On April 23, 2020, a

settlement agreement was entered into between the Plaintiffs and the Company under which the arbitration was dismissed.

to the settlement agreement, Indy Bricks, LLC agreed to pay the Company an agreed amount of past due franchise fees, monthly marketing

and royalty fees, and monthly fees to utilize the Company’s franchise management software.

(10) Income Taxes

The components of

the deferred tax assets at September 30, 2021 and September 30, 2020 were as follows:

Schedule of Components of Deferred Taxes

Deferred tax assets:

Allowance for bad debt

$ ( 165,028 )

Charitable contributions

Stock-based compensation

Foreign tax credit

Net operating loss

Total gross deferred tax asset

Deferred tax liabilities:

Depreciation timing difference

ASC 606 Adjustment

Total deferred tax liability

Gross net deferred tax asset

Valuation allowances

Net deferred tax asset

The Company has recorded

various deferred tax assets and liabilities as reflected above.

In assessing the ability to realize the deferred tax assets, management

considers, whether it is more likely than not, that some portion, or all of the deferred tax assets and liabilities will be realized.

The ultimate realization is dependent on generating sufficient taxable income in future years.

The valuation allowance is equal

to 100% of the net deferred tax asset.

Given recurring losses, the Company cannot conclude that it is more likely than not that

such assets will be realized, therefore a full valuation allowance has been recorded.

The components of

the provisions for income taxes for the fiscal years ended September 30, 2021 and 2020 are as follows:

Schedule of Components of Provision For Income Taxess

Additional deferred tax related to book tax differences

Valuation allowance

Total tax provision

A reconciliation

of the provisions for income taxes for the fiscal years ended September 2021 and 2020 as compared to statutory rates is as follows:

Schedule of Reconciliation of Income Tax Provision

Provision at statutory rates

$ ( 338,614 )

$ ( 141,072 )

State income tax, net of federal benefit

Meals & entertainment

Stock-based compensation

Other tax differences

Change in rate

Valuation allowance on deferred tax assets

Total income tax provision

( 11) Note Payable

On April 28, 2020,

the Company was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $ 119,980 , pursuant to

the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27,

The Loan, which was in the form of a Note dated April 24, 2020 issued by the Company, matures on April 23, 2022 and bears

interest at a rate of 1 % per annum, payable monthly commencing on October 23, 2020.

The Note may be prepaid by the Borrower at

any time prior to maturity with no prepayment penalties.

Funds from the Loan may only be used for payroll costs, cost used to continue

group health care benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before February

The Company used the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts of the Loan

may be forgiven if they are used for qualifying expenses as described in the CARES Act.

The Company used the entire loan amount

for qualifying expenses, and expects the loan to be forgiven therefore has not recorded any accrued interest on the loan.

(12) Subsequent Events

On October 21, 2021,

the Company leased approximately 2,480 square feet of office space at 1637 S.

Main Street, Milpitas, CA 94035 for its corporate

The lease has a term of two years and one month.

The Company is obligated to pay base rent of $4,588 per month in the

first year, $4,726 per month in the second year, and $4,867 per month in the last month, plus a pro rata share of common area expenses.

On November 1, 2021, the Company relocated its corporate offices to the Milpitas, California location.

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.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

CREATIVE LEARNING CORPORATION

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

DRIVEITAWAY HOLDINGS, INC.

January 13, 2023

/s/ Rod Whiton

Rod Whiton, President

/s/ John Possumato

John Possumato, Chief Executive Officer

(Principal Executive Officer)

3 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the date indicated.

/s/ Christopher Rego

Pursuant to the requirements of

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the

capacities and on the date indicated.

/s/ John Possumato

Director and Chief Executive Officer

January 13, 2023

Christopher Rego

/s/ Rod Whiton

President and Director

John Possumato

/s/ Adam Potash

Director and Chief Operating Officer

January13, 2023

/s/ John Simento

/s/ Paul Patrizio

January 13, 2023

Gary Zell, II

Paul Patrizio

/s/ Mike Elkin

Chief Financial Officer

January 13, 2023

Gary Zell, II

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 9A. Controls and Procedures