Driveitaway Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS DRIVEITAWAY HOLDINGS, INC. INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 Page Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and September 30, 2022 F-2 Condensed Consolidated Statements of Operations (Unaudited) F-3 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) F-4 Condensed Consolidated Statements of Cash Flows (Unaudited) F-6 Notes to the Condensed Consolidated Financial Statements (Unaudited) F-7 F- 1 DriveItAway Holdings, Inc. Condensed Consolidated Balance Sheets June 30, September 30, 2023 2022 (Unaudited) Assets Current assets Cash $ 3,791 $ 127,109 Restricted cash 26,992 — Accounts receivable, net 14,436 6,082 Prepaid expenses 1,804 10,498 Total current assets 47,023 143,689 Vehicles, net 192,326 149,428 Website development, net 13,159 — Total Assets $ 252,508 $ 293,117 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable $ 307,170 $ 198,065 Accrued liabilities 157,315 29,044 Accrued interest – related parties 2,522 — SBA loan 4,285 5,840 Deferred revenue 8,152 2,101 Due to related party 25,080 80 Notes Payable 14,359 — Promissory notes payable 12,500 — Promissory notes payable - related parties 50,000 — Convertible notes payable in default 834,423 750,000 Derivative liability 118,908 115,009 Total Current Liabilities 1,534,714 1,100,139 SBA Loan - noncurrent 107,778 108,860 Convertible note payable - noncurrent, net 383,031 183,340 Notes payable - noncurrent 7,180 — Total Liabilities 2,032,703 1,392,339 Commitments and Contingencies — — Stockholders’ Deficit Preferred stock, $ .0001 par value; 10,000,000 shares authorized; no shares issued and outstanding — — Common stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 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 10,656 10,531 Additional paid in capital 1,305,516 1,289,132 Treasury stock, at cost - 15,100 shares at June 30, 2023 and September 30, 2022 ( 18,126 ) ( 18,126 ) Accumulated deficit ( 3,078,241 ) ( 2,380,759 ) Total Stockholders’ Deficit ( 1,780,195 ) ( 1,099,222 ) Total Liabilities and Stockholders’ Deficit $ 252,508 $ 293,117 F- 2 DriveItAway Holdings, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended June 30, June 30, 2023 2022 2023 2022 Revenues Insurance revenue $ 9,409 $ 5,922 $ 34,030 $ 44,692 Rental revenue 85,643 15,711 197,743 80,008 Initial fee revenue — — — 4,126 Miscellaneous Revenue — 2,727 1,695 7,454 Vehicle owner share ( 8,222 ) ( 11,424 ) ( 8,054 ) ( 74,313 ) Driver and dealer insurance cost ( 8,825 ) ( 5,852 ) ( 32,326 ) ( 33,237 ) Total Revenues 78,005 7,084 193,088 28,730 Cost of Goods Sold 64,114 10,694 150,664 21,789 Gross Profit (Loss) 13,891 ( 3,610 ) 42,424 6,941 Operating Expenses Salaries and payroll taxes 44,625 104,525 202,125 294,600 Professional fees 55,000 175,460 234,183 541,857 General and administrative 22,481 24,851 60,489 54,697 Software development 13,710 16,442 42,594 45,827 Selling expense 387 9,266 38,838 14,155 Total Operating Expenses 136,203 330,544 578,229 951,136 Operating Loss ( 122,312 ) ( 334,154 ) ( 535,805 ) ( 944,195 ) Other Income (Expenses) Loss on contingency liability — ( 60,000 ) — ( 460,000 ) Gain on change in fair value of derivative liability 47,725 — 44,529 — Gain on PPP loan forgiveness — — — 24,148 Amortization debt discount ( 30,576 ) ( 228,182 ) ( 72,551 ) ( 315,865 ) Interest expense ( 50,036 ) ( 20,030 ) ( 131,133 ) ( 36,970 ) Interest expense - related parties ( 1,896 ) — ( 2,522 ) ( 2,296 ) Interest income — 7 — 12 Total Other (Expense) ( 34,783 ) ( 308,205 ) ( 161,677 ) ( 790,971 ) Loss Before Income Tax ( 157,095 ) ( 642,359 ) ( 697,482 ) ( 1,735,166 ) Provision for income taxes — — — — Net Loss $ ( 157,095 ) $ ( 642,359 ) $ ( 697,482 ) $ ( 1,735,166 ) Net Loss Per Common Share Basic and diluted net loss per common share $ 0.00 $ ( 0.01 ) $ ( 0.01 ) $ ( 0.06 ) Basic and diluted weighted average number of common shares outstanding 106,536,622 87,135,481 106,412,080 31,381,342 F- 3 DriveItAway Holdings, Inc. Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) For the Nine Months Ended June 30, 2023 Additional Total Common Stock Paid in Treasury Stock Accumulated Stockholders’ Shares Amount Capital Shares Amount Deficit Deficit Balance - September 30, 2022 — 105,301,722 $ 10,531 $ 1,289,132 ( 15,100 ) $ ( 18,126 ) $ ( 2,380,759 ) $ ( 1,099,222 ) Common stock issued in connection with promissory note 1,000,000 100 1,409 — — — 1,509 Stock based compensation 250,000 25 14,975 — — — 15,000 Net loss — — — — — — ( 721,008 ) ( 721,008 ) Balance - December 31, 2022 — 106,551,722 10,656 1,305,516 ( 15,100 ) ( 18,126 ) ( 3,101,767 ) ( 1,803,721 ) Net income — — — — — — 180,621 180,621 Balance - March 31, 2023 — 106,551,722 10,656 1,305,516 ( 15,100 ) ( 18,126 ) ( 2,921,146 ) ( 1,623,100 ) Net loss — — — — — — ( 157,095 ) ( 157,095 ) Balance – June 30, 2023 — 106,551,722 $ 10,656 $ 1,305,516 ( 15,100 ) $ ( 18,126 ) $ ( 3,078,241 ) $ ( 1,780,195 ) F- 4 For the Nine Months Ended June 30, 2022 Series A Additional Total Stockholders’ Preferred Stock Common Stock Paid in Treasury Stock Accumulated Equity Shares Amount Shares Amount Capital Shares Amount Deficit (Deficit) Balance - September 30, 2021 2,300,000 $ 230 — $ — $ 419,793 — $ — $ ( 905,394 ) $ ( 485,371 ) Stock based compensation — — — — 173,077 — — — 173,077 Net loss — — — — — — — ( 251,721 ) ( 251,721 ) Balance - December 31, 2021 2,300,000 230 — — 592,870 — — ( 1,157,115 ) ( 564,015 ) Stock based compensation — — — — 115,384 — — — 115,384 Preferred stock issued for conversion of debt- related party 52,284 5 — — 104,560 — — — 104,565 Preferred stock issued for conversion of debt 129,809 13 — — 288,446 — — — 288,459 Preferred stock issued for exercise of stock option - related party 112,500 11 — — 84,363 — — — 84,374 Reorganization — — 13,716,041 1,372 1,737,621 ( 15,100 ) ( 18,126 ) — 1,720,867 Common stock issued in connection with promissory note — — 4,000,000 400 344,296 — — — 344,696 Net loss — — — — — — ( 841,086 ) ( 841,086 ) Balance – March 31, 2022 2,594,593 259 17,716,041 1,772 3,267,539 ( 15,100 ) ( 18,126 ) ( 1,998,201 ) 1,253,244 Conversion of preferred stock to common stock ( 2,594,593 ) ( 259 ) 88,085,681 8,809 ( 8,550 ) — — — — Cancellation of common shares against note receivable — — ( 500,000 ) ( 50 ) ( 99,950 ) — — — ( 100,000 ) Debt discount recorded for warrants issued in connection with convertible notes — — — — 7,912 — — — 7,912 Net loss — — — — — — — ( 642,359 ) ( 642,359 ) Balance - June 30, 2022 — $ — 105,301,722 $ 10,531 $ 3,166,951 ( 15,100 ) $ ( 18,126 ) $ ( 2,640,560 ) $ 518,796 F- 5 DriveItAway Holdings, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 697,482 ) $ ( 1,735,166 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on PPP Loan Forgiveness — ( 24,148 ) Stock-based compensation 15,000 372,836 Gain on change in fair value of derivative liability ( 44,529 ) — Amortization and depreciation 27,313 4,645 Loss on contingency liability — 460,000 Amortization of debt discount 72,551 315,865 Changes in operating assets and liabilities: Prepaid expenses ( 1,804 ) — Due to related party 25,000 3,022 Accounts receivable ( 8,354 ) 15,359 Deferred revenue 6,051 Accounts payable 109,105 ( 23,508 ) Accrued liabilities 128,271 ( 5,420 ) Accrued liabilities- related party 2,522 — Net Cash used in Operating Activities ( 366,356 ) ( 616,515 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of subsidiary — 70,361 Website development ( 5,833 ) — Purchase of vehicles ( 67,039 ) ( 126,406 ) Net Cash used in Investing Activities ( 72,872 ) ( 56,045 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible debt 261,500 1,016,250 Proceeds from promissory debt 12,500 36,200 Proceeds from promissory debt - related parties 50,000 — Proceeds from notes payable 35,982 — Repayment of notes payable ( 14,443 ) — Repayment of SBA Loan ( 2,637 ) — Net Cash provided by Financing Activities 342,902 1,052,450 Net change in cash ( 96,326 ) 379,890 Cash, beginning of period 127,109 9,774 Cash, end of period $ 30,783 $ 389,664 Supplemental cash flow information Cash paid for interest $ 49,539 $ 19,792 Non-cash Investing and Financing transactions: Preferred stock issued for conversion of debt -related party $ — $ 104,564 Preferred stock issued for conversion of debt $ — $ 288,458 Common stock and warrant issued in connection with promissory note $ — $ 344,696 Common stock in connection with promissory note $ 1,509 $ — Recognition of derivative liability as debt discount $ 48,428 $ — Debt discount in connection with original issue discount notes $ 23,500 $ 7,912 Conversion of preferred stock to common stock $ — $ 8,809 Cancellation of common shares against note receivable $ — $ 100,000 Prepaid expenses reclassified to website development $ 10,498 $ — F- 6 Note 1 – Organization, Description of Business and Going Concern Nature of Organization DriveItAway Holdings, 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. 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. Going Concern 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 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. In order 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. There 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. F- 7 Note 2 - Summary of Significant Accounting Policies Basis of Presentation The 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. 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. 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. Basis of Consolidation The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation. Use of Estimates 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 and Cash Equivalents The Company considers all highly liquid securities with original maturities of six months or less when acquired, to be cash equivalents. As 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. Restricted Cash As of 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. F- 8 Accounts Receivable The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable 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 . Financial Instruments The Company 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: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 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 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. F- 9 The carrying 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. Vehicles Vehicles are 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. 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 disclosed. Website and Software Development Costs 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. Capitalized 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 disclosed. Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service. Derivative 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. F- 10 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. 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. 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. The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third - party insurance provider on a monthly basis. This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations. F- 11 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. 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. 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. General Advertising Costs General advertising costs are expensed as incurred. 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 The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate. Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized. F- 12 Net Loss per Share of Common Stock The Company 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. Recent Accounting Pronouncements The Company 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 The following table summarizes the components of our vehicles as of the dates presented: Schedule of vehicles June 30, September 30, 2023 2022 Vehicle costs $ 224,903 $ 157,864 Accumulated depreciation ( 32,577 ) ( 8,436 ) Vehicles, net $ 192,326 $ 149,428 Depreciation 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. Note 4 – Website Development The following table summarizes the components of our website development as of the dates presented: Schedule of website development June 30, September 30, 2023 2022 Website development costs $ 16,331 $ — Accumulated depreciation ( 3,172 ) — Website, net $ 13,159 $ — Amortization 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. F- 13 Note 5 – Equity Authorized The company has authorized one billion ( 1,000,000,000 ) shares of common stock having a par value of $ 0.0001 per share, and ten million ( 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. Series A Preferred Stock The Company 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: Dividends : 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. Liquidation Preference : 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 : 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. 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. Voluntary 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. Mandatory 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. As of June 30, 2023, and September 30, 2022, the Company had no shares of Series A Preferred stock outstanding. F- 14 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 presented. Common Stock During the nine months e nded June 30, 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 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 . As of June 30, 2023, and September 30, 2 022, the Company had 106,551,722 and 105,301,722 common shares issued, respectively. Treasury stock The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market. As of June 30, 2023 and September 30, 2022 the Company had 15,100 shares of treasury stock valued at $ 18,126 . F- 15 Warrants In November 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 warrants expire in November 2027. In February 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, 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. All warrants 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 8 ). A summary of warrant activity during the nine months ended June 30, 2023, is as follows: Schedule of warrant activity Warrants Weighted-Average Weighted-Average Outstanding Exercise Price Life (years) Balance as of September 30, 2022 1,125,000 $ 0.30 4.44 Issuance 1,225,000 $ 0.18 4.58 Exercised — $ — — Expired — $ — — Balance as of June 30, 2023 2,350,000 $ 0.18 3.76 The intrinsic value of the warrants as of June 30, 2023, is $ 0 . All of the outstanding warrants are exercisable as of June 30, 2023. F- 16 Note 6 – Notes Payable SBA Loan On June 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 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 maturities Fiscal year ending September 30, Amount 2023 (Remaining) $ 1,978 2024 3,955 2025 3,955 2026 3,955 2027 3,955 Thereafter 94,265 Total $ 112,063 Promissory Note 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) . During the nine months ended June 30,2023, the Company recorded interest expense of $ 313 and amortization of debt discount of $ 767 . 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 $ 630 . Note Payable 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 . F- 17 The following represents the future aggregate maturities as of June 30, 2023 of the Company’s $ 21,539 Note Payable: Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2023 (Remaining) $ 8,077 2024 13,462 Total $ 21,539 Note 7 – Convertible Notes Payable AJB Capital Investments, LLC Note Effective 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. The 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 Company may prepay the AJB Note at any time without penalty. The note 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; 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. F- 18 Also 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 the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000 of the Commitment Fee Shares for 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). Pursuant 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 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. After 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 $ 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. On 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). On 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 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 . F- 19 Secured 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. During 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. 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 $ 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 Note. During 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 Note. During 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: F- 20 Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2023 (Remaining) $ 999,128 2024 218,326 Total $ 1,217,454 Note 8 – Derivative Liabilities 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. The Company 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. 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 nine months ended June 30, 2023, and year ended September 30, 2022: Schedule of defined benefit plan, assumptions Nine months ended Year Ended June 30, September 30, 2023 2022 Expected term 0.93 - 5.00 years 1.68 - 5.00 years Expected average volatility 105 % - 159 % 109 % - 117 % Expected dividend yield — — Risk-free interest rate 3.60 % - 4.64 % 1.73 % - 4.25 % The following table summarizes the changes in the derivative liabilities during the nine months ended June 30, 2023: Schedule of defined benefit plan, assumptions Derivative liability balance - September 30, 2022 $ 115,009 Addition of new derivatives recognized as debt discounts 48,428 Gain on change in fair value of the derivative ( 44,529 ) Derivative liability balance – June 30, 2023 $ 118,908 F- 21 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. During 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. In March 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 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 . Note 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 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. For the 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 Three and Nine months ended June 30, 2023 2022 Series A Convertible Preferred Stock — 88,085,681 Convertible notes 25,002,044 — Warrants 2,350,000 2,882,793 27,352,044 90,968,474 Note 11 – Subsequent Events 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. F- 22