Driveitaway Holdings, Inc. 10-K

Item 9A. Controls and Procedures (a) 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”). 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. (b) 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 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. 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 with GAAP. (c) Changes in 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. 18 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. 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. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable PART III Item 10. 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: Name Age Title John Possumato 62 Chief Executive Officer and Director Adam Potash 35 Chief Operating Officer and Director Paul Patrizio 65 Director Mike Elkin 66 Chief Financial Officer 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 Jaguar. 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 Carless.” Adam Potash began his career in a start-up engaging in passenger transportation and has been involved in mobility-based start-ups ever since. In 2011, he founded and became CEO of Minds’ Eye Innovations, which provided ride sharing software to taxi companies to compete against Uber and Lyft. He grew the company to service over 70 taxi companies processing 10,000+ orders per day. Mr. 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. 19 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. Mr. 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. Mr. Patrizio 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. Mr. 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”). 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. Mr. 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. Mr. 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. 20 Audit Committee Financial Expert 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, as well as all directors and employees of the Company. 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, 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. Item 11. Executive Compensation 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 Stock All Other Fiscal Compensation Compensation Name and Principal Position Year Salary Total John Possumato 2022 $ 61,000 $ — $ — $ 61,000 Chief Executive Officer (1) 2021 $ N/A $ $ $ N/A Adam Potash 2022 $ 61,000 $ — $ — $ 61,000 Chief Operating Officer (2) 2021 $ N/A $ $ $ N/A Mike Elkin 2022 $ 48,000 $ — $ — $ 48,000 Chief Financial Officer 2021 $ 48,000 $ $ $ 48,000 Rod K. Whiton 2021 $ 100,000 $ — $ — $ 100,000 President (3) 2022 $ 41,666 $ — $ — $ 41,666 Christopher Rego 2021 $ 100,000 $ — $ — $ 100,000 CEO (4) 2022 $ 60,000 $ — $ — $ 60,000 21 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 Year-End 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 plan. Director Compensation Our Board does not have a current compensation policy for its directors. However, we reimburse our directors for reasonable travel and other related expenses. None of our directors received any director compensation during the year ended September 30, 2022. Item 12. 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. 22 Name and Address of Beneficial Owner (1) Number of Commons Shares of Beneficial Ownership Percent of Class (2) 5% Beneficial Owners: — — None Named Executive Officers and Directors: John Possumato (3) 35,026,690 (3) 32.87 % Adam Potash (4) 36,591,099 (4) 34.34 % Paul Patrizio (5) 10,184,913 (5) 9.55 % All Officers and Directors as a Group 81,802,702 76.76 % (1) Unless otherwise noted, the address of each beneficial owner is c/o DriveItAway Holdings, Inc. 3201 Market Street, Suite 200/201, Philadelphia, PA 10104. (2) Applicable percentages are based on 106,551,722 shares of our common stock outstanding as of January 9, 2023. (3) Includes 34,993,018 common shares owned by Driveitaway, LLC. John Possumato, has investing and dispositive power of shares beneficially owned by Driveitaway, LLC. (4) 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. (5) All 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 plan. Item 13. Certain Relationships and Related Transactions, and Director Independence 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 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 thereof. 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. 23 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 A Preferred. 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 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. 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 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 Committee. The independent directors perform the functions of the Audit Committee. Item 14. 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 2022, respectively: The following table shows the fees billed aggregate to the Company for the periods shown: Fiscal Year 2021 Fiscal Year 2022 Audit Fees (1) $ 72,500 $ 81,250 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees (4) — — Total Fees $ 72,500 $ 81,250 (1) Audit Fees. Audit services include work performed for the audit of our financial statements and the review of financial statements included in our quarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings. (2) Audit-related services . Audit-related services are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not covered above under “audit services.” (3) Tax services . Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance, tax advice and tax planning. (4) All other Fees . All other fees are those services and/or travel expenses not described in the other categories. 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. Our Board 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 rendered. 24 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits INDEX TO EXHIBITS Exhibits Description 3.1 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. 333-1459990) 3.2 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) 3.3 Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No. 333-145999) 3.3.1 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) 3.4 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) 3.5 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) 4.1 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) 4.2 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) 4.3 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) 4.4 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) 25 4.5 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) 4.6 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) 10.1* Virtual Membership Agreement (Lease) by and between the Company and The Innovation Center, dated March 22, 2022 10.2 Agreement and Plan of Share Exchange, dated December 7, 2021 by and among the Company, Driveitaway, Inc. 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) 10.3 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) 10.4 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) 10.5 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) 10.5 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) 10.6 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) 10.7 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) 10.8 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) 10.9 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) 10.10 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) 14 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) 26 21* Subsidiaries of the Company. 31.1* Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** 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. 32.2** 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 104 Cover Page Interactive Data File (embedded within the Inline XBRL). 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith. ** Furnished herewith. Item 16. 10-K Summary None. 27 SIGNATURES 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. Dated: January 13, 2023 By: /s/ John Possumato John Possumato, Chief Executive Officer (Principal Executive Officer) Dated: January 13, 2023 By: /s/ Mike Elkin Mike Elkin, Chief Financial Officer (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. Signature Title Date /s/ John Possumato Director and Chief Executive Officer January 13, 2023 John Possumato /s/ Adam Potash Director and Chief Operating Officer January13, 2023 Adam Potash /s/ Paul Patrizio Director January 13, 2023 Paul Patrizio /s/ Mike Elkin Chief Financial Officer January 13, 2023 Mike Elkin 28