What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-10-30 compared with 2023-06-20 · 524 added, 523 removed, 250 unchanged (81% of the section changed)

1 unchanged sentence

DRIVEITAWAY HOLDINGS,

INDEX TO UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023

Condensed Consolidated Balance Sheets (Unaudited)

INDEX TO UNAUDITED

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

18 unchanged sentences

Due to related party

Notes Payable

Promissory notes payable

Promissory notes payable - related parties

Convertible notes payable

Convertible notes payable in default

Derivative liability

2 unchanged sentences

Convertible note payable - noncurrent, net

Notes payable - noncurrent

Total Liabilities

6 unchanged sentences

1,000,000,000 shares authorized;

106,551,722 shares issued and 106,536,622 outstanding at March 31, 2023 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively

106,551,722 shares issued and 106,536,622 outstanding at June 30, 2023 and 105,301,722 shares issued and 105,286,622 outstanding as of September 30, 2022, respectively

Additional paid in capital

Treasury stock, at cost - 15,100 shares at March 31, 2023 and September 30, 2022

Treasury stock, at cost - 15,100 shares at June 30, 2023 and September 30, 2022

Accumulated deficit

( 2,921,146 )

( 2,380,759 )

Total Stockholders’ Deficit

( 1,623,100 )

( 1,099,222 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Insurance revenue

6 unchanged sentences

Cost of Goods Sold

Gross Profit (Loss)

Operating Expenses

8 unchanged sentences

Loss on contingency liability

Gain (loss) on change in fair value of derivative liability

Gain on change in fair value of derivative liability

Gain on PPP loan forgiveness

3 unchanged sentences

Interest income

Total Other Income (Expense)

Income (Loss) Before Income Tax

Total Other (Expense)

Loss Before Income Tax

( 1,735,166 )

Provision for income taxes

Net Income (Loss)

$ ( 157,095 )

1 unchanged sentence

$ ( 697,482 )

$ ( 1,735,166 )

Net Loss Per Common Share

Basic net income (loss) per common share

Diluted net loss per common share

Basic and diluted net loss per common share

Basic and diluted weighted average number of common shares outstanding

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Condensed Consolidated

Statement of Changes in Stockholders’ Deficit

For the Six Months Ended March 31, 2023

Treasury Stock

Statement of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended June 30,

Stockholders’

Balance - September 30, 2022 —

September 30, 2022 —

$ ( 2,380,759 )

$ ( 1,099,222 )

Common stock issued in connection with promissory note

Stock based compensation

stock issued in connection with promissory note

based compensation

Balance - December 31,

4 unchanged sentences

( 1,623,100 )

For the Six Months Ended March 31, 2022

Balance – June 30,

$ ( 3,078,241 )

$ ( 1,780,195 )

For the Nine Months Ended June 30,

Total Stockholders’

Preferred Stock

Treasury Stock

Stockholders’

Balance - September 30, 2021

4 unchanged sentences

( 1,157,115 )

$ ( 564,015 )

Stock based compensation

6 unchanged sentences

( 1,998,201 )

Conversion of preferred stock to common stock

( 2,594,593 )

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Condensed Consolidated

Statements of Cash Flows

Six Months Ended

Cancellation of common shares against note receivable

Debt discount recorded for warrants issued in connection with convertible notes

Balance - June 30, 2022

$ ( 2,640,560 )

Holdings, Inc.

Consolidated Statements of Cash Flows

For the Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock-based compensation

Loss on change in fair value of derivative liability

Gain on change in fair value of derivative liability

Amortization and depreciation

8 unchanged sentences

Accrued liabilities

Accrued interest- related party

Accrued liabilities- related party

Net Cash used in Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary

Website development

Purchase of vehicles

Acquisition of subsidiary

Net Cash provided by (used in) Investing Activities

Net Cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from promissory notes payable - related parties

Proceeds from convertible notes payable

Proceeds from promissory notes payable

Proceeds from the SBA Loan

Proceeds from convertible debt

Proceeds from promissory debt

Proceeds from promissory debt - related parties

Proceeds from notes payable

Repayment of notes payable

Repayment of SBA Loan

Net Cash provided by Financing Activities

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

Non-cash Investing and Financing transactions:

4 unchanged sentences

Recognition of derivative liability as debt discount

Debt discount in connection with original issue discount

Debt discount in connection with original issue discount notes

Conversion of preferred stock to common stock

Cancellation of common shares against note receivable

Prepaid expenses reclassified to website development

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Notes to the Condensed

Consolidated Financial Statements

March 31, 2023

Note 1 – Organization,

Description of Business and Going Concern

1 – Organization, Description of Business and Going Concern

of Organization

Holdings, Inc.

(“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on

March 8, 2006 as B2 Health, Inc.

(“DIA”, “the Company”, “we” or “us”) was formed in Delaware on March

8, 2006 as B2 Health, Inc.

On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited

liability company, and concurrently changed its name to Creative Learning Corporation.

On February 24, 2022, the Company acquired DriveItAway,

Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business.

On April 18, 2022, the name

was changed to DriveItAway Holdings, Inc.

Holdings is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce,

On February 24, 2022, the Company acquired

DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business.

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

DIA is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce,

with its exclusive “Pay as You Go” app-based subscription program.

DIA provides a comprehensive turnkey, solutions driven

program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly

and profitably in emerging online sales opportunities.

The company is planning to soon expand its easy and transparent consumer app ‘subscription

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

For further information, please

see www.driveitaway.com .

DIA provides a comprehensive turnkey, solutions

driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running

quickly and profitably in emerging online sales opportunities.

The company is planning to soon expand its easy and transparent

consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric

For further information, please see www.driveitaway.com.

The Company’s

financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States,

applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

During the period ended March 31, 2023, the Company had a net loss of $ 540,387 and cash used in operating activities of $ 334,678 .

March 31, 2023, the Company had an accumulated deficit of $ 2,921,146 .

The Company has not established sufficient revenue to cover its

operating costs and will require additional capital to continue its operating plan.

The ability of the Company to continue as a going

concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

If the Company is unable

to obtain adequate capital, it could be forced to cease operations.

These factors raise substantial doubt about its ability to continue

as a going concern.

continue as a going concern, the Company will need, among other things, additional capital resources.

Management’s plan to obtain

such resources for the Company includes:

financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United

States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal

course of business.

During the period ended June 30, 2023, the Company had a net loss of $ 697,482 and cash used in operating activities

of $ 366,356 .

As of June 30, 2023, the Company had an accumulated deficit of $ 3,078,241 .

The Company has not established sufficient

revenue to cover its operating costs and will require additional capital to continue its operating plan.

The ability of the Company

to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

If the Company is unable to obtain adequate capital, it could be forced to cease operations.

These factors raise substantial doubt

about its ability to continue as a going concern.

to continue as a going concern, the Company will need, among other things, additional capital resources.

Management’s plan

to obtain such resources for the Company includes:

sales of equity instruments;

traditional financing, such as loans;

and obtaining capital from

management and significant stockholders sufficient to meet its minimum operating expenses.

However, management cannot provide any assurance

that the Company will be successful in accomplishing this plan.

assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable

on terms satisfactory to the Company.

In addition, profitability will ultimately depend upon the level of revenues received from business

and obtaining

capital from management and significant stockholders sufficient to meet its minimum operating expenses.

However, management cannot

provide any assurance that the Company will be successful in accomplishing this plan.

is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available,

will be obtainable on terms satisfactory to the Company.

In addition, profitability will ultimately depend upon the level of revenues

received from business operations.

However, there is no assurance that the Company will attain profitability.

The accompanying financial statements do not include

any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 2 - Summary

of Significant Accounting Policies

The accompanying

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2 - Summary of Significant Accounting Policies

of Presentation

prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”)

Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”)

and Generally Accepted Accounting Principles (“GAAP”) in the United States of America.

The accompanying interim financial

statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X.

statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the Company’s

opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

results for the six months ended March 31, 2023, are not necessarily indicative of the results for the full year.

While management of

the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should

be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2022, contained

in the Company’s Form 10K, as filed on January 13, 2023.

In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation

have been included.

Operating results for the nine months ended June 30, 2023, are not necessarily indicative of the results for

the full year.

While management of the Company believes that the disclosures presented herein are adequate and not misleading,

these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto

for the year ended September 30, 2022, contained in the Company’s Form 10K, as filed on January 13, 2023.

of Consolidation

5 unchanged sentences

The preparation

of consolidated financial statements in accordance with GAAP 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 consolidated 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, 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 Equivalents

of consolidated financial statements in accordance with GAAP 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 consolidated

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, fair value of equity

Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty

inherent in these estimates and assumptions.

and Cash Equivalents

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

31, 2023, and September 30, 2022, the Company had cash of $ 41,911 and $ 127,109 , which included restricted cash of $ 26,992 and $ 0 , respectively

and did not have any cash equivalents.

31, 2023 and September 30, 2022, the Company had $ 26,992 and $ 0 in restricted cash that is held by AJB Capital LLC, for funds advanced

by them, but are to be used for future payment for professional fees.

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 have failed.

The Company believes its allowances for doubtful accounts as of March 31, 2023 and September 30, 2022 are adequate, but actual write-offs

could exceed the recorded allowance.

As of March 31, 2023 and September 30, 2022 the balances in the allowance for doubtful accounts was

follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in

an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes

between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2)

an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances

(unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted

prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

levels of the fair value hierarchy are described below:

Level 1 applies

to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies

to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted

prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient

volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can

be derived principally from, or corroborated by, observable market data.

Level 3 applies

to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement

of the fair value of the assets or liabilities.

amounts shown of the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable,

and accrued liabilities are approximate fair value due to their short-term nature.

recorded at cost and depreciated using the straight-line method over the estimated useful lives of seven (7) years.

Maintenance and repair

costs are charged to expense as incurred.

Major improvements, which extend the useful life of the related asset, are capitalized.

disposal of a vehicle, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed

We remove fully depreciated vehicles from the cost and accumulated depreciation amounts disclosed.

Website and Software Development

The costs incurred

in the preliminary stages of website and software development are expensed as incurred.

Once an application has reached the development

stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized and amortized

on a straight-line basis over their estimated useful lives.

Maintenance and enhancement costs, including those costs in the post-implementation

stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software

that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated

useful lives.

Amortization expense related to capitalized website and software development costs is included in operating expenses in

our consolidated statements of operations.

development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at three (3)

The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to

reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality.

fully amortized website and software development costs from the cost and accumulated amortization amounts disclosed.

of June 30, 2023, and September 30, 2022, the Company had cash of $ 30,783 and $ 127,109 , which included restricted cash of $ 26,992

and $ 0 , respectively and did not have any cash equivalents.

June 30, 2023 and September 30, 2022, the Company had $ 26,992 and $ 0 in restricted cash that is held by AJB Capital LLC, for funds

advanced by them, but are to be used for future payment for professional fees.

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 have failed.

The Company believes its allowances for doubtful accounts as of June 30, 2023 and September

30, 2022 are adequate, but actual write-offs could exceed the recorded allowance.

As of June 30, 2023 and September 30, 2022 the

balances in the allowance for doubtful accounts was $ 0 .

follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would

be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset

or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value

hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent

sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the

best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels,

which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and

the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability

such as quoted prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in

markets with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which significant

inputs are observable or can be derived principally from, or corroborated by, observable market data.

3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to

the measurement of the fair value of the assets or liabilities.

amounts shown of the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts

payable, and accrued liabilities are approximate fair value due to their short-term nature.

are recorded at cost and depreciated using the straight-line method over the estimated useful lives of seven (7) years.

and repair costs are charged to expense as incurred.

Major improvements, which extend the useful life of the related asset, are

Upon disposal of a vehicle, we record a gain or loss based on the difference between the proceeds received and the

net book value of the disposed vehicle.

We remove fully depreciated vehicles from the cost and accumulated depreciation amounts

Website and Software

Development Costs

incurred in the preliminary stages of website and software development are expensed as incurred.

Once an application has reached

the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized

and amortized on a straight-line basis over their estimated useful lives.

Maintenance and enhancement costs, including those costs

in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements

to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line

basis over the estimated useful lives.

Amortization expense related to capitalized website and software development costs is included

in operating expenses in our consolidated statements of operations.

development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at

three (3) years.

The estimated useful lives of website and software development activities are reviewed frequently and adjusted

as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing

functionality.

We remove fully amortized website and software development costs from the cost and accumulated amortization amounts

Construction-in-progress primarily

consists of website development costs that are capitalizable, but for which the associated applications have not been placed

consists of website development costs that are capitalizable, but for which the associated applications have not been

placed in service.

Financial Instruments

The fair value

of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset

provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment

as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the

calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own

stock” which is a requirement for the scope exception as outlined under ASC 815.

value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection

reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for

treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not

an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to

the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

The accounting

treatment of derivative financial instruments requires that the Company record embedded conversion options and warrants at their fair

values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date.

Any change in fair value

is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date.

The Company reassesses

the classification of its derivative instruments at each balance sheet date.

If the classification changes as a result of events during

the period, the contract is reclassified as of the date of the event that caused the reclassification.

treatment of derivative financial instruments requires that the Company record embedded conversion options and warrants at their

fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date.

Any change in

fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date.

reassesses the classification of its derivative instruments at each balance sheet date.

If the classification changes as a result

of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes

option valuation model was used to estimate the fair value of the embedded conversion options and warrants.

The model includes subjective

input assumptions that can materially affect the fair value estimates.

The expected volatility is estimated based on the most recent historical

period of time, of our common stock, equal to the weighted average life of the options.

The model includes

subjective input assumptions that can materially affect the fair value estimates.

The expected volatility is estimated based on

the most recent historical period of time, of our common stock, equal to the weighted average life of the options.

Revenue Recognition

The Company’s

revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers,

for all periods presented.

The Company, through its DriveItAway online/app-based platform, operates in the retail automotive industry.

The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice

by first starting in an app based, turnkey rental, through participating franchise and independent car dealers.

The Company derived its

rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car

rental customers (“customers”).

In conjunction with the rental revenue, the Company generates revenue by providing driver

and vehicle insurance through a third party, included in the rental contract with each customer.

revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with

Customers, for all periods presented.

The Company, through its DriveItAway online/app-based platform, operates in the retail automotive

The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle

of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers.

The Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent

car dealers and individual car rental customers (“customers”).

In conjunction with the rental revenue, the Company

generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer.

The Company’s

performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental

customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share.

car rental arrangements are over a fixed contracted period;

performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from

car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s

revenue share.

The car rental arrangements are over a fixed contracted period;

therefore, the Company recognizes revenue ratably

during the contract term.

The Company’s performance obligation for insurance revenue is to collect insurance fees from the

customer and provide the third-party provider payment for the insurance provided to the customer.

The insurance is offered over

a fixed contracted period;

therefore, the Company recognizes revenue ratably during the contract term.

The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party

provider payment for the insurance provided to the customer.

The insurance is offered over a fixed contracted period;

therefore, the Company

recognizes revenue ratably during the contract term.

Rental and insurance

transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic

charge to the customer’s credit card on file through the DIA system.

The DIA system then distributes the vehicle owner share (typically

85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account.

This amount is shown as a deduction to Revenues

(“Vehicle Owner Share”) on the Company’s Statements of Operations.

The net amount is then transferred from the Company’s

Stripe Account to the DIA operating bank account.

DIA also distributes insurance amounts due to the third - party insurance provider

and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic

renewal) with an automatic charge to the customer’s credit card on file through the DIA system.

The DIA system then distributes

the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account.

amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations.

The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account.

DIA also distributes

insurance amounts due to the third - party insurance provider on a monthly basis.

This amount is shown as a deduction

to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations.

generates miscellaneous revenue in a number of ways.

At the end of the rental term, the DIA software system checks for any excess

usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card.

charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements

of Operations.

Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services

related to each rental vehicle used to track excess usage and charges.

DIA performance obligation is to provide the equipment to

the vehicle owner for self-installation and allow access to the software throughout the rental term.

The Company recognizes revenue

when the equipment is delivered to the vehicle owner.

Miscellaneous revenue associated with use of the telematics software is recognized

on a monthly basis.

This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s

Statements of Operations.

DIA also generates

miscellaneous revenue in a number of ways.

At the end of the rental term, the DIA software system checks for any excess usage and charges,

based on the terms of the rental contract, and will automatically charge a customer’s credit card.

These charges are recognized

when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations.

miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle

used to track excess usage and charges.

DIA performance obligation is to provide the equipment to the vehicle owner for self-installation

and allow access to the software throughout the rental term.

The Company recognizes revenue when the equipment is delivered to the vehicle

Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis.

The Company’s

Cost of Goods sold consists of direct expenses, such as roadside assistance or telematics service fees, and credit card fees incurred

from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit

payments through its credit card processors.

from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and

remit payments through its credit card processors.

Advertising Costs

advertising costs are expensed as incurred.

The Company incurred general advertising costs for the six months ended March 31, 2023 and

2022 of $ 38,451 and $ 4,889 , respectively.

The Company incurred general advertising costs for the nine months ended June 30, 2023

and 2022 of $ 38,838 and $ 14,155 , respectively.

Stock-Based Compensation

recognizes compensation expense for all restricted stock awards and stock options.

The fair value of restricted stock awards is measured

using the grant date fair value of our stock, as determined by the Board of Directors.

The fair value of stock options is estimated at

the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation

cost over the requisite service period.

We have elected to recognize compensation expense for all options with graded vesting on a straight-line

basis over the vesting period of the entire option.

The determination of fair value using the Black-Scholes pricing model is affected

by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility

and the risk-free interest rate.

The fair value of restricted stock awards is

measured using the grant date fair value of our stock, as determined by the Board of Directors.

The fair value of stock options

is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest

is recognized as compensation cost over the requisite service period.

We have elected to recognize compensation expense for all

options with graded vesting on a straight-line basis over the vesting period of the entire option.

The determination of fair value

using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective

variables, including expected stock price volatility and the risk-free interest rate.

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

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.

Loss per Share of Common Stock

calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by

dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted earnings per share of common

stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period.

Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants

and stock option.

calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed

by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted earnings per share

of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding

during the period.

Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt,

preferred stock, warrants and stock option.

Accounting Pronouncements

has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have

a material impact on its consolidated financial statements.

Note 3 – Vehicles

has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

have a material impact on its consolidated financial statements.

The following

5 unchanged sentences

Vehicles, net

expense for the six months ended March 31, 2023 and 2022, was $ 16,021 and $ 0 , respectively.

During the six months ended March 31,

2023 and 2022, we purchased vehicles of $ 67,039 and $ 0 , respectively.

Note 4 – Website

expense for the nine months ended June 30, 2023 and 2022, was $ 24,141 and $ 4,645 , respectively.

During the nine months ended

June 30, 2023 and 2022, the Company purchased vehicles of $ 67,039 and $ 126,406 , respectively.

4 – Website Development

The following

4 unchanged sentences

Accumulated depreciation

expense for the six months ended March 31, 2023, and 2022, was $ 1,815 and

respectively.

During the six months ended March 31, 2023, and 2022, we incurred website development costs of $ 16,331

and $ 0 , respectively.

expense for the nine months ended June 30, 2023, and 2022, was $ 3,172 and $ 0 , respectively.

During the nine months ended June

30, 2023, and 2022, we incurred website development costs of $ 16,331 and $ 0 , respectively.

Note 5 – Equity

1 unchanged sentence

( 10,000,000 ) shares of preferred stock having a par value of $ 0.0001 per share.

All or any part of the capital stock may be issued by the Corporation

from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action

of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

All or any part of the capital stock may be

issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the

Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to

obtain the advice of the stockholders.

A Preferred Stock

has authorized one series of preferred stock, which is known as the Series A Convertible Preferred Stock (the “ Series A Preferred ”).

has authorized one series of preferred stock, which is known as the Series A Convertible Preferred Stock (the “ Series

A Preferred ”).

The Board has authorized the issuance of 5,000,000 shares of Series A Preferred.

The Series A Preferred Stock has the following

rights and preferences:

The Series A Preferred Stock is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such

share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the

record date of the dividend declared on the Common Stock.

A Preferred Stock has the following rights and preferences:

The Series A Preferred Stock is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of

such share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately

prior to the record date of the dividend declared on the Common Stock.

The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities,

an amount equal to $0.01 per share as a liquidation preference before any distribution may be made to the holders of any junior security,

including the Common Stock.

Voting Rights :

holder of Series A Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in

which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred

Stock would be convertible on the record date for the vote or consent of shareholders.

Each holder of Series A Preferred Stock shall also

be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock.

an amount equal to $0.01 per share as a liquidation preference before any distribution may be made to the holders of any junior

security, including the Common Stock.

Each holder of Series A Preferred Stock shall vote with holders of the Common Stock upon any matter submitted

to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of Common Stock into

which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders.

holder of Series A Preferred Stock shall also be entitled to one vote per share on each submitted to a class vote of the holders

of Series A Preferred Stock.

Conversion Rights :

Each share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of

the holder thereof.

Each share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option

of the holder thereof.

Conversion Right :

The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common

Stock at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.

31, 2023, and September 30, 2022, the Company had no shares of Series A Preferred

stock outstanding.

During the six months ended March

31, 2022, the Company issued 294,593 shares of DIA common stock which was automatically converted into 294,593 shares of Series A Preferred

at the closing of the Share Exchange on February 24, 2022.

The preferred stock is reflected retroactively for all periods presented.

During the six

months ended March 31, 2023, the Company issued:

1,000,000 shares of common stock valued at $ 1,509 for commitment fees in conjunction with the issuance of promissory note of $ 750,000 (see Note 7).

250,000 shares of common stock valued at $ 15,000 , for consulting services, based on the fair market value of the shares on the grant date.

During the six

months ended March 31, 2022, the Company had the following common stock activity:

● On February 24, 2022, the Company recognized the equity of DIA Holdings

as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares of common stock and 15,100 shares

of treasury stock, at a value of $ 1,720,867 .

● On February 24, 2022, the Company issued 4,000,000 shares of common

stock valued at $ 316,324 for commitment fees in conjunction with the issuance of a promissory note of $ 750,000 .

As of March 31, 2023, and September

30, 2022, the Company had 106,551,722 and 105,301,722 common shares issued, respectively.

The Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of

Common Stock at any time that there are less than 200,000 shares of Series A Preferred Stock outstanding.

June 30, 2023, and September 30, 2022, the Company had no shares of Series

A Preferred stock outstanding.

During the nine months ended

June 30, 2022, the Company issued 294,593 shares of DIA common stock which was automatically converted into 294,593 shares of Series

A Preferred at the closing of the Share Exchange on February 24, 2022.

The preferred stock is reflected retroactively for all periods

the nine months e nded June 30, 2023, the Company issued:

shares of common stock valued at $ 1,509 for commitment fees in conjunction with the issuance of promissory note of $ 750,000

(see Note 7).

250,000 shares of common stock

valued at $ 15,000 , for consulting services, based on the fair market value of the shares on the grant date.

the nine months ended June 30, 2022, the Company had the following common stock activity:

On February 24, 2022, the Company recognized the equity of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares of common stock and 15,100 shares of treasury stock, at a value of $ 1,720,867 .

On February 24, 2022, the Company issued 4,000,000 shares of common stock valued at $ 316,324 for commitment fees in conjunction with the issuance of a promissory note of $ 750,000 .

On April 20, 2022, the Company issued 88,085,681 shares of common stock as a result of the conversion of all outstanding shares of Series A Preferred Stock.

In May 2022, 500,000 shares were returned for cancellation, to satisfy a note receivable in the amount of $ 100,000 .

of June 30, 2023, and September 30, 2 022, the Company had 106,551,722 and 105,301,722

common shares issued, respectively.

records treasury stock at cost.

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

As of March 31, 2023 and September 30, 2022 the Company had 15,100 shares of treasury stock valued at $ 18,126 .

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

As of June 30, 2023 and September 30, 2022 the Company had 15,100 shares of treasury stock valued at $ 18,126 .

2022, in conjunction with a private offering and the issuance of secured promissory notes of $ 200,000 , the Company issued 100,000 warrants

for $ 0.30 per share.

The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the

conversion options, therefore the warrants qualified for derivative accounting and were assigned a value of $ 3,794 which was recorded

as a derivative liability and debt discount.

The transaction led to no explicit limit to the number of shares to be delivered upon future settlement

of the conversion options, therefore the warrants qualified for derivative accounting and were assigned a value of $ 3,794 which

was recorded as a derivative liability and debt discount.

The warrants expire in November 2027.

2023, 1,000,000 warrants with exercise price of $ 0.05 were issued that expire on February 24, 2027 ( 4 year).

As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting

and were assigned a value of $ 21,469 which was recorded as a derivative liability and debt discount.

In March 2023,

As a result of the

Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of

$ 21,469 which was recorded as a derivative liability and debt discount.

2023, 125,000 warrants with exercise price of $ 0.05 were issued that expire on March 1, 2028 ( 5 year).

As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting

and were assigned a value of $ 3,835 which was recorded as a derivative liability and debt discount.

As a result of the Company’s

equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 3,835 which

was recorded as a derivative liability and debt discount.

issued were valued using the Black-Scholes pricing model.

The Black-Scholes model requires six basic data inputs:

the exercise or strike

price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future,

and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note

warrant activity during the six months ended March 31, 2023, is as follows:

or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock

price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement

(see Note 8 ).

of warrant activity during the nine months ended June 30, 2023, is as follows:

Schedule of warrant activity

3 unchanged sentences

Balance as of September 30, 2022

Balance as of March 31, 2023

Balance as of June 30, 2023

The intrinsic

value of the warrants as of March 31, 2023, is $ 0 .

All of the outstanding warrants are exercisable as of March 31, 2023.

Note 6 – Note Payable

On June 3, 2020,

value of the warrants as of June 30, 2023, is $ 0 .

All of the outstanding warrants are exercisable as of June 30, 2023.

Note 6 – Notes

3, 2020, the Company entered into a SBA Loan for $ 78,500 at a rate of 3.75 %.

On August 12, 2021 the loan increased to $ 114,700 and

the Company obtained $ 36,200 on October 8, 2021.

The SBA Loan requires payments starting 30 months from the initial funding date

and matures on June 7, 2050 .

During the six months ended March 31, 2023, and 2022, the Company paid principal of $ 1,648 and

$ 0 and interest of $ 1,218 and $ 0 , respectively.

During the six months ended March 31,2023 and 2022, the Company recorded interest expense

of $ 2,134 and $ 2,115 on the SBA Loan, respectively.

As of March 31, 2023, and September 30, 2022, the outstanding principal

of SBA Loan was $ 113,052 and $ 114,700 and accrued interest on the SBA Loan was $ 9,091 and $ 8,175 , respectively.

Note 7 – Convertible

Notes Payable

Investments, LLC Note

February 24, 2022 and as amended October 31, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with

AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 (the “AJB

Note”) to AJB in a private transaction for a purchase price of $ 675,000 (after giving effect to a 10% original issue discount).

In connection with the sale of the AJB Note, the Company also paid $ 33,750 in certain fees and due diligence costs of AJB and brokerage

On August 12, 2021 the loan increased to

$ 114,700 and the Company obtained $ 36,200 on October 8, 2021.

The SBA Loan requires payments starting 30 months from

the initial funding date and matures on June 7, 2050 .

During the nine months ended June 30, 2023, and 2022, the Company

paid principal of $ 2,637 and $ 0 and interest of $ 1,690 and $ 0 , respectively.

During the nine months ended June 30, 2023 and 2022,

the Company recorded interest expense of $ 3,188 and $ 3,187 on the SBA Loan, respectively.

As of June 30, 2023, and September

30, 2022, the outstanding principal of SBA Loan was $ 112,063 and $ 114,700 and accrued interest on the SBA Loan was $ 9,673 and

$ 8,175 , respectively.

The following represents the future aggregate

maturities of the Company’s SBA Loan as of June 30, 2023 for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate

Fiscal year ending September 30,

2023 (Remaining)

In March 2023, the

Company entered into a promissory note agreement with an investor for amount of $ 12,500 with interest bearing at 15 % per annum,

maturity date of 120 days from issuance and issuance of 25,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028

During the nine months ended June 30,2023, the Company recorded interest expense of $ 313 and amortization of debt discount

As of June 30, 2023, the debt discount recorded on the notes was $ 767 , resulting in a note payable balance of $ 12,500 .

As of June 30, 2023, the Company owed accrued interest of $ 630 .

As of June 30, 2023, the

Company had defaulted on the promissory note payable with aggregate outstanding principal of $ 12,500 and owed unpaid interest of

In May 2023 the Company executed a note payable

with a face amount of $ 35,982 .

Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds

arising from sales through the lender’s payment processing services until the Company has repaid the $ 35,982 (interest is

$ 3,682 or approximately 10% of the note amount).

The Company received net proceeds of $ 32,300 .

As of June 30, 2023, the Company

has note payable balance of $ 21,539 .

The following represents the future aggregate

maturities as of June 30, 2023 of the Company’s $ 21,539 Note Payable:

Schedule of future aggregate

Fiscal year ending September 30,

2023 (Remaining)

7 – Convertible Notes Payable

Capital Investments, LLC Note

February 24, 2022 and as amended October 31, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”)

with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 (the

“AJB Note”) to AJB in a private transaction for a purchase price of $ 675,000 (after giving effect to a 10 % original

issue discount).

In connection with the sale of the AJB Note, the Company also paid $ 33,750 in certain fees and due diligence

costs of AJB and brokerage fees to J.H.

Darbie & Co., a registered broker-dealer.

After payment of the fees and costs, the net proceeds to the Company were $ 641,250 ,

which will be used for working capital and other general corporate purposes.

After payment of the fees and costs, the

net proceeds to the Company were $ 641,250 , which will be used for working capital and other general corporate purposes.

maturity date of the AJB Note was extended to February 24, 2023 .

The AJB Note bears interest at 10 % per annum for the original

note’s period and 12% per annum for extension period which was started from August 24, 2022, and it is payable on the first of each

month beginning April 1, 2022.

The AJB Note bears interest at 10 % per annum for the

original note’s period and 12% per annum for extension period which was started from August 24, 2022, and it is payable on

the first of each month beginning April 1, 2022.

The Company may prepay the AJB Note at any time without penalty.

convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible

into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares

of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”).

The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20

trading days prior to the date of issuance of the note (which was $0.14 per share).

The conversion is subject to reduction in the following

(i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC;

(ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system;

(iii) a 15% discount will

apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act;

(iv) a 15% discount will apply

if the note cannot be converted into free trading shares 181 days after its issue date;

(v) in the event any other party has the right

to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount

in determining the conversion price;

or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect

on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion

price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares,

except for any issuance that is an exempt issuance.

pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 800,000 ,

payable in the form of 5,000,000 unregistered

shares of the Company’s common stock (the “Commitment Fee Shares”) of which 4,000,000 shares

were issued at note inception and 1,000,000 shares

on the October 31, 2022 amendment.

If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of

closing, AJB has been unable to sell the Commitment Fee Shares for $ 800,000 ,

then the Company may be required to issue additional shares or pay cash in the amount of the shortfall.

is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note

be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of

the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934

(the “Exchange Act”).

The conversion price equals the lowest trading price during either the 20 days trading days prior

to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share).

The conversion

is subject to reduction in the following situations:

(i) a 10% discount will apply anytime a conversion occurs when the company

is not eligible to deliver the shares by DWAC;

(ii) a 15% discount will apply whenever the shares are “chilled” for

deposit into the DTC system;

(iii) a 15% discount will apply if the Company’s common stock ceases to be registered under

Section 12 of the Exchange Act;

(iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days

after its issue date;

(v) in the event any other party has the right to convert debt into Common Stock at a greater discount to

market than under the note, then the holder has the right to utilize such discount in determining the conversion price;

if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including

any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion

price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance

that is an exempt issuance.

pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 800,000 , payable in the form of 5,000,000 unregistered

shares of the Company’s common stock (the “Commitment Fee Shares”) of which 4,000,000 shares were issued

at note inception and 1,000,000 shares on the October 31, 2022 amendment.

If, after the sixth month anniversary of closing

and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the Commitment Fee Shares for $ 800,000 , then

the Company may be required to issue additional shares or pay cash in the amount of the shortfall.

However, if the Company pays

1 unchanged sentence

one dollar and the amount of the commitment fee will be reduced to $ 400,000 .

On issuance of the note, the Company determined that the guarantee on the commitment fee was a make-whole provision and an embedded

derivative within the host instrument.

The guarantee was bifurcated from the host instrument and recorded as a derivative liability

valued at $ 385,796 using

a Black-Scholes option pricing model (see Note 8).

On issuance of the note, the Company determined that

the guarantee on the commitment fee was a make-whole provision and an embedded derivative within the host instrument.

The guarantee

was bifurcated from the host instrument and recorded as a derivative liability valued at $ 385,796 using a Black-Scholes option

pricing model (see Note 8).

to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 shares

of the Company’s common stock for $ 0.30 per share, which was assigned a value of $ 107,283 that was recorded as derivative

of the Company’s common stock for $ 0.30 per share, which was assigned a value of $ 107,283 that was recorded as

derivative liability.

The warrants expire on February 24, 2027 .

The warrants also include various covenants of the Company for the benefit of

the warrant holder and include a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the

holder’s right to exercise the warrants.

The warrants also include various covenants of the Company

for the benefit of the warrant holder and include a beneficial ownership limitation on the holder that, in certain circumstances,

may serve to restrict the holder’s right to exercise the warrants.

recording the derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 common

shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned a value of

The allocation of the financing costs of $ 108,750 , the derivative for the guarantee of $ 384,287 , the derivative for the warrant

of $ 107,283 , and issuance of the 4,000,000 Commitment Fee shares of $ 65,274 , to the debt component resulted in a $ 665,594 debt

discount that is being amortized to interest expense over the term of the AJB Note.

October 31, 2022, the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares , recognizing the value of the shares

and a debt discount of $ 1,509 (see Note 5) .

February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of note with amount of $ 85,000

in cash for payment to vendors, issuance 1,000,000 additional warrant (see Note 5 )

shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned a value

of $ 65,274 .

The allocation of the financing costs of $ 108,750 , the derivative for the guarantee of $ 384,287 , the derivative for

the warrant of $ 107,283 , and issuance of the 4,000,000 Commitment Fee shares of $ 65,274 , to the debt component resulted

in a $ 665,594 debt discount that is being amortized to interest expense over the term of the AJB Note.

October 31, 2022, the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares, recognizing the

value of the shares and a debt discount of $ 1,509 (see Note 5).

February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of note with amount

of $ 85,000 in cash for payment to vendors, issuance 1,000,000 additional warrant (see Note 5 )

and extension maturity date of note to May 24, 2023 .

The Company determined the extension of cash and term met the conditions of a modification.

During the six

months ended March 31, 2023, the Company recorded interest expense of $ 46,888 , additional debt discount of $ 26,478 , amortization

of debt discount of $ 13,387 , a loss on change in fair value of derivative liability of $ 2,791 for the guarantee and warrants and

repaid $ 31,042 of interest.

As of March 31, 2023, the derivative liability was $ 73,953 and the debt discount recorded on the

note was $ 13,091 , resulting in a note payable balance of $ 821,909 .

As of March 31, 2023, and September 30, 2022, the Company owed principal of

$ 835,000 and $ 750,000 , and owed unpaid interest of $ 17,601 and $ 1,755 , respectively.

The Company determined the extension of cash and term met the conditions of

a modification.

the nine months ended June 30, 2023, the Company recorded interest expense of $ 72,217 , additional debt discount of $ 26,478 ,

amortization of debt discount of $ 25,902 , a loss on change in fair value of derivative liability of $( 272,161 ) for the guarantee

and warrants and repaid $ 31,042 of interest.

As of June 30, 2023, the derivative liability was $ 52,062 and the debt discount

recorded on the note was $ 576 , resulting in a note payable balance of $ 834,423 .

As of June 30, 2023, the Company had defaulted

on the convertible notes payable with aggregate outstanding principal of $ 835,000 and owed unpaid interest of $ 42,930 .

Convertible Notes

In June 2022,

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

Each Unit consists of a Secured Convertible Note with an original principal balance of $ 50,000 and one warrant to purchase Common

Stock for every $2 invested in the offering.

The warrants have an exercise price of $ 0.30 per share and expire five ( 5 ) years

from the date of issuance.

Each Secured Convertible Note bears interest at 15 % per annum, matures two years after the date of

issuance, and is convertible at the option of the holder into common stock at $ 0.20 per share.

Pursuant to a security agreement between

the Company and investors in the Unit offering, and the subscription agreements executed by the Company and the investors, the Secured

Convertible Notes are secured by liens on four existing electric vehicles that were owned by the Company at the time of the

commencement of the offering, and eight additional electric vehicles that will be purchased with the proceeds of the offering, assuming

all 10 Units are sold in the offering.

The Company also granted subscribers in the Unit offering piggyback registration rights with respect

to any shares of common stock issuable upon conversion of the Secured Convertible Notes or upon exercise of the warrants issued in the

Unit offering.

2022, the Company sold a total of $ 250,000 worth of Units to two accredited investors, which resulted in the issuance of two secured

promissory notes with an aggregate principal amount of $ 250,000 for cash proceeds of $ 230,000 , and the issuance of 125,000 warrants.

conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording

a debt discount and derivative liability of $ 50,491 .

The allocation of the warrant to the debt component

resulted in the Company recording a debt discount and derivative liability of $ 8,136 .

The cash issuance discount resulted in the recording

of a debt discount of $ 20,000 .

The total debt discount of $ 78,627 is being amortized to interest expense over the term of the

During November

2022, the Company sold a total of $ 200,000 worth of Units to two accredited investors, which resulted in the issuance of two secured

promissory notes with an aggregate principal amount of $ 200,000 for cash proceeds of $ 180,000 , and the issuance of 100,000 warrants.

conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording

a debt discount and derivative liability of $ 19,330 .

The allocation of the warrant to the debt component

resulted in the Company recording a debt discount and derivative liability of $ 3,794 .

2022, the Company’s board of directors approved an offering of up to 10 Units at $ 50,000 per Unit in a private

Each Unit consists of a Secured Convertible Note with an original principal balance of $ 50,000 and one warrant to

purchase Common Stock for every $2 invested in the offering.

The warrants have an exercise price of $ 0.30 per share and

expire five ( 5 ) years from the date of issuance.

Each Secured Convertible Note bears interest at 15 % per annum, matures two

years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20 per share.

to a security agreement between the Company and investors in the Unit offering, and the subscription agreements executed by the

Company and the investors, the Secured Convertible Notes are secured by liens on four existing electric vehicles that

were owned by the Company at the time of the commencement of the offering, and eight additional electric vehicles that will be

purchased with the proceeds of the offering, assuming all 10 Units are sold in the offering.

The Company also granted subscribers

in the Unit offering piggyback registration rights with respect to any shares of common stock issuable upon conversion of the Secured

Convertible Notes or upon exercise of the warrants issued in the Unit offering.

June 2022, the Company sold a total of $ 250,000 worth

of Units to U.S.

Escrow Services Corporation and Kevin Leach, two accredited investors, which resulted in

the issuance of two secured promissory notes with an aggregate principal amount of $ 250,000 for

cash proceeds of $ 230,000 ,

and the issuance of 125,000 warrants.

conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company

recording a debt discount and derivative liability of $ 50,491 .

allocation of the warrant to the debt component resulted in the Company recording a debt discount and derivative liability of $ 8,136 .

The cash issuance discount resulted in the recording of a debt discount of $ 20,000 .

The total debt discount of $ 78,627 is

being amortized to interest expense over the term of the Note.

November 2022, the Company sold a total of $ 200,000 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone

Foundation, two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal

amount of $200,000 for cash proceeds of $ 180,000 , and the issuance of 100,000 warrants.

The conversion option

embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount

and derivative liability of $ 19,330 .

The allocation of the warrant to the debt component resulted

in the Company recording a debt discount and derivative liability of $ 3,794 .

The cash issuance discount resulted in the recording

of a debt discount of $ 20,000 .

The total debt discount of $ 43,124 is being amortized to interest expense over the term of the

During the six

months ended March 31, 2023, the Company recorded interest expense of $ 30,291 , paid interest of $ 13,125 and amortization of debt discount

of $ 27,637 .

As of March 31, 2023, and September 30, 2022, the debt discount recorded on the notes was $ 82,147 and $ 66,660 , resulting

in a note payable balance of $ 367,854 and $ 183,340 , respectively.

As of March 31, 2023, and September 30, 2022, the Company owed accrued

interest of $ 28,749 and $ 11,583 , respectively.

Note 8 – Derivative

Certain features

and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives

and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore the Company’s

equity environment is tainted.

ASC 815 requires

we record the fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change

in the fair market value as other income or expense item.

determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the

fair values at inception and as of March 31, 2023.

The total debt discount of $ 43,124 is being amortized to interest expense over the term

the nine months ended June 30, 2023, the Company recorded interest expense of $ 47,354 , paid interest of $ 13,125 and amortization

of debt discount of $ 42,814 .

As of June 30, 2023, and September 30, 2022, the debt discount recorded on the notes was $ 66,970 and

$ 66,660 , resulting in a note payable balance of $ 383,031 and $ 183,340 , respectively.

As of June 30, 2023, and September 30, 2022,

the Company owed accrued interest of $ 45,812 and $ 11,583 , respectively.

The following represents the future aggregate maturities of the

Company’s Convertible Notes Payable as of June 30, 2023 for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate maturities

Fiscal year ending September 30,

2023 (Remaining)

8 – Derivative Liabilities

features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting

under ASC 815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate,

therefore the Company’s equity environment is tainted.

requires we record the fair market value of the derivative liabilities at inception and at the end of each reporting period and

recognize any change in the fair market value as other income or expense item.

determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate

the fair values at inception and as of June 30, 2023.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price,

time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future,

and the dividend rate.

the exercise or strike

price, time to expiration,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in

the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement.

The following assumptions

were used in the Black-Scholes model during the six months ended March 31, 2023, and year ended September 30, 2022:

The following assumptions were used in the Black-Scholes model during the nine months ended June 30, 2023, and year ended

September 30, 2022:

of defined benefit plan, assumptions

Six Months Ended

Nine months ended

September 30,

10 unchanged sentences

The following

table summarizes the changes in the derivative liabilities during the six months ended March 31, 2023:

Schedule of derivative liabilities

table summarizes the changes in the derivative liabilities during the nine months ended June 30, 2023:

of defined benefit plan, assumptions

Derivative liability balance - September 30, 2022

Addition of new derivatives recognized as debt discounts

Loss on change in fair value of the derivative

Derivative liability balance – March 31, 2023

Gain on change in fair value of the derivative

Derivative liability balance – June 30, 2023

Note 9 – Related

Party Transactions

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.

six months ended March 31,2023 and 2022, the Company’s related party advanced $ 25,000

As of March 31, 2023 and September 30, 2022, the Company owed related parties for an unsecured, non-interest-bearing advance,

payable on demand, in the amount of $ 25,080

respectively.

2023, the Company entered into three promissory note agreements with three related parties for a total of $ 50,000

with interest bearing at 15 %

per annum, maturity date of 120 days from issuance and issuance of 100,000

warrants with exercise price of $ 0.05

that expire on March

During the six months ended March 31, 2023, the Company recorded interest expense of $ 626

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.

the nine months ended June 30,2023 and 2022, the Company’s related party advanced $ 25,000 and $ 0 .

As of June 30, 2023 and

September 30, 2022, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand,

in the amount of $ 25,080 and $ 80 , respectively.

2023, the Company entered into three promissory note agreements with three related parties for a total of $ 50,000 with interest

bearing at 15 % per annum, maturity date of 120 days from issuance and issuance of 100,000 warrants with exercise price of $0.05

that expire on March 1, 2028 ( 5 year).

During the nine months ended June 30, 2023, the Company recorded interest expense of $ 2,522

and amortization of debt discount of $ 3,068 .

As of March 31, 2023, the debt discount recorded on the notes was $ 2,308 ,

resulting in a note payable balance of $ 47,692 .

As of March 31, 2023, the Company owed accrued interest of $ 626 .

Note 10 – Promissory

Notes Payable

In March 2023,

the Company entered into a promissory note agreement with an investor for amount of $ 12,500 with interest bearing at 15 % per annum, maturity

date of 120 days from issuance and issuance of 25,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028 ( 5 year).

the six months ended March 31,2023, the Company recorded interest expense of $ 156 and amortization of debt discount of $ 190 .

31, 2023, the debt discount recorded on the notes was $ 577 , resulting in a note payable balance of $ 11,923 .

As of March 31, 2023, the

Company owed accrued interest of $ 156 .

As of June 30, 2023, the debt discount recorded on the notes was $ 0 , resulting in

a note payable balance of $ 50,000 .

As of June 30, 2023, the Company had defaulted on the promissory notes payable with aggregate

outstanding principal of $ 50,000 and owed unpaid interest of $ 2,522 .

10 - Net Income (Loss) per Common Share

Basic net income per common

share is computed by dividing net income by the weighted average number of common shares outstanding during the periods.

Diluted net income

per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the

Basic net income per common share is computed

by dividing net income by the weighted average number of common shares outstanding during the periods.

Diluted net income per common

share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods.

Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted

method, and outstanding warrants that are computed using the treasury stock method.

Antidilutive stock awards consist of convertible notes

that would have been antidilutive in the application of the if-converted method.

months ended March 31, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per

share as the result of the computation was anti-dilutive.

Antidilutive stock awards consist of convertible

notes that would have been antidilutive in the application of the if-converted method.

three and nine months ended June 30, 2023 and 2022, the following common stock equivalents were excluded from the computation of

diluted net loss per share as the result of the computation was anti-dilutive.

Schedule of anti dilutive securities excluded from the

computation of earning per share

Six Months Ended

Series A Convertible Preferred Stock

Convertible notes

For the three months ended

March 31, 2023, the computation of diluted net loss per share as follows:

Schedule of computation of diluted net loss per share

Three Months Ended

Net income (loss)

Gain on change in fair value of derivatives

Amortization debt discount

Net loss - diluted

$ ( 242,283 )

Weighted average common shares outstanding

Effect of dilutive shares

Net income (loss) per common share:

Note 12 – Subsequent

Management has

evaluated subsequent events through the date these financial statements were available to be issued.

Based on our evaluation no material

events have occurred that require disclosure.

Three and Nine months ended

A Convertible Preferred Stock

11 – Subsequent Events

has evaluated subsequent events through the date these financial statements were available to be issued.

Based on our evaluation

no material events have occurred that require disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements