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Item 8. Financial Statements and Supplementary Data

2024-03-08 compared with 2023-01-13 · 1152 added, 808 removed, 220 unchanged (90% of the section changed)

Financial Statements and Supplementary

The following

audited consolidated financial statements are included in this Annual Report:

DRIVEITAWAY HOLDINGS, INC.

INDEX TO AUDITED CONSOLIDATED

FINANCIAL STATEMENTS

SEPTEMBER 30, 2022 and

Report of Independent Registered Public Accounting Firm (PCAOB ID NO:

Financial Statements and

Supplementary Data

The following audited consolidated

financial statements are included in this Annual Report:

DRIVEITAWAY HOLDINGS,

INDEX TO AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30,

2023 and 2022

Report of Independent Registered Public

Accounting Firm (PCAOB ID NO:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Changes

in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Report of Independent Registered

Public Accounting Firm

Report of Independent Registered Public Accounting

Board of Directors and Shareholders

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Driveitaway

We have audited the accompanying consolidated balance sheets of DriveItAway

Holdings, Inc.

as of September 30, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’

as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in stockholder’s

deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of DriveItAway Holdings, Inc.

as of September 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with

accounting principles generally accepted in the United States of America.

Going Concern

2 unchanged sentences

As discussed in Note 1 to the financial statements, the entity has suffered recurring losses

from operations, has a net capital deficiency, and has not established sufficient revenue to cover it operating costs, therefore will

from operations, has a net capital deficiency, and has not established sufficient revenue to cover its operating costs, therefore will

require additional capital to continue operations.

13 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud.

DriveItAway Holdings, Inc.

is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control

over financial reporting.

is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal

control over financial reporting.

Accordingly, we express no such opinion.

1 unchanged sentence

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

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

subjective, or complex judgments.

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

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

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

Business Combination

During the year under audit the Company entered into an Agreement

and Plan of Share Exchange with a private company that resulted in a change of control and the sale of the Company’s former subsidiaries

and operations.

The transaction was accounted for as a reverse recapitalization which required extensive analysis, additional time, and

required subjective auditor judgment.

In order to audit the Company’s reverse recapitalization

we reviewed managements analysis of the transaction, obtained an understanding of all aspects of the transaction, and completed our own

detailed analysis of the accounting literature governing business combinations to ensure the accounting treatment was reasonable and recorded

amounts were accurate.

We noted this transaction affected disclosures in the financial statements, as well as multiple audit areas, and

material audit adjustments were required to remove goodwill from the books, properly record liabilities assumed, and to properly state

the Company’s additional paid in capital.

The critical audit matters communicated below are matters arising from the current period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures

that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which

Complex Debt Transaction

During the year under audit the Company entered into a debt

agreement that contained terms and provisions that were uncommon in practice.

Due to the unusual nature of the agreements, ensuring the

accounting for the transaction was challenging and required complex auditor judgment, including a detailed analysis and interpretation

of accounting literature.

During the year under audit the Company entered into multiple

amendments to their convertible note with AJB Capital Investments, LLC (see Note 8) that changed the terms of the original agreement,

including changes to the note principal, the commitment fee shares, and the warrants that were issued in conjunction with the borrowing.

Due to the number of modifications to the financing arrangement the accounting for the transaction was challenging and required complex

auditor judgment, including a detailed analysis and interpretation of accounting literature, and took a significant amount of audit effort.

In order to audit the accounting for the debt agreement, we

reviewed managements analysis of the transaction and had to perform a significant amount of research and analysis to gain comfort in the

accounting of the transaction.

The detailed analysis performed resulted in material audit adjustments to capture derivative liabilities

and this transaction created a tainted equity environment, thus affecting the accounting for debt and equity instruments entered into

by the Company subsequent.

/s/ Mac Accounting Group, LLP

We have served as DriveItAway Holdings Inc.'s auditor since 2019.

Midvale, Utah

January 13, 2023

reviewed managements analysis of the transaction and had to perform a significant amount of research and analysis to gain comfort in

the accounting of the transaction.

The detailed analysis performed resulted in material audit adjustments to the recorded debt discount,

amortization of debt discount, loss on extinguishment of debt, and change in derivative liability, as one of the modifications required

extinguishment accounting.

Accounting Group & CPAs, LLP

We have served as DriveItAway

Holdings Inc.'s auditor since 2019.

March 8, 2024

DriveItAway Holdings,

Consolidated Balance Sheets

Consolidated Balance

September 30,

1 unchanged sentence

Current assets

Restricted cash

Accounts receivable, net

Prepaid website development

Prepaid expenses

Total current assets

Vehicles, net

Fixed assets, net

Intangible assets, net

Liabilities and Stockholders’ Deficit

Current Liabilities

Accounts payable

Accrued liabilities

Accounts payable and accrued liabilities

Accrued interest-related parties

Deferred revenue

Due to related party

Convertible notes payable - related parties

Convertible note payable

Customer deposits

Due to related parties

Promissory notes payable, net of debt discount

Promissory notes payable, in default

Promissory notes payable- related parties, in default

Convertible notes payable, net of debt discount

Derivative liability

1 unchanged sentence

SBA Loan - noncurrent

Convertible note payable – noncurrent, net

Convertible notes payable - related party - noncurrent

Convertible notes payable - noncurrent, net of debt discount

Promissory notes payable - noncurrent

Total Liabilities

Commitments and Contingencies (Note 9)

Commitments and Contingencies

Stockholders’ Deficit

1 unchanged sentence

10,000,000 shares authorized;

0 and 2,300,000 shares issued and outstanding at September 30, 2022 and 2021, respectively

Common stock, $ 0.0001 par value;

no shares issued and outstanding

Common stock, $ 0.0001

1,000,000,000

shares authorized;

105,301,722 shares issued and 105,286,622 outstanding at September 30, 2022 and 0 shares issued and outstanding as of September 30, 2021, respectively

shares issued and 106,536,622

outstanding at September 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 and 0 shares at September 30, 2022 and 2021, respectively

Treasury stock, at cost - 15,100

shares at September 30, 2023 and September 30, 2022

Accumulated deficit

( 3,310,896 )

( 2,380,759 )

Total Stockholders’ Deficit

( 1,954,359 )

( 1,099,222 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these

consolidated financial statements.

The accompanying notes

are an integral part of these consolidated financial statements.

DriveItAway Holdings,

2 unchanged sentences

September 30,

Insurance revenue

Rental revenue

Initial fee revenue

Miscellaneous Revenue

Vehicle owner share

Driver and dealer insurance cost

TOTAL REVENUES

Cost of Goods Sold

4 unchanged sentences

Software development

Selling expense

Advertising and marketing

Total Operating Expenses

1 unchanged sentence

( 1,185,156 )

OTHER INCOME (EXPENSE)

Gain on change in fair value of derivative liability

Other Income (Expenses)

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

Gain on PPP loan forgiveness

Loss on extinguishment of debt

Amortization debt discount

2 unchanged sentences

Interest income

TOTAL OTHER EXPENSE

LOSS BEFORE INCOME TAXES

Other income (expenses)

Total Other Income (Expense)

Loss Before Income Tax

( 1,475,365 )

Provision for income taxes

Net Income (Loss)

$ ( 930,137 )

$ ( 1,475,365 )

NET LOSS PER SHARE:

Basic and diluted net loss per share

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

consolidated financial statements.

DriveItAway Holdings,

Consolidated Statement

of Changes in Stockholders’ Deficit

Years Ended September 30, 2022, and 2021

of Changes in Stockholders’ Deficit Years Ended September 30, 2023, and 2022

Total Stockholders’

Preferred Stock

Treasury Stock

Stockholders’

Balance - September 30, 2021

2 unchanged sentences

Stock based compensation

Related party contributions

Balance - September 30, 2021

$ ( 905,394 )

$ ( 485,371 )

Stock based compensation

Preferred stock issued for conversion of debt- related party

5 unchanged sentences

( 2,594,593 )

Cancellation of common stock against note receivable

Cancellation of common shares against note receivable

( 1,475,365 )

3 unchanged sentences

$ ( 1,099,222 )

The accompanying notes are an integral part of these

consolidated financial statements.

Total Stockholders’

Preferred Stock

Treasury Stock

Balance - September 30,

$ ( 2,380,759 )

$ ( 1,099,222 )

Common stock issued in connection with promissory note

Stock based compensation

Net Income (Loss)

Balance - September 30, 2023

$ ( 3,310,896 )

$ ( 1,954,359 )

The accompanying

notes are an integral part of these consolidated financial statements.

DriveItAway Holdings,

1 unchanged sentence

of Cash Flows

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Gain on PPP Loan Forgiveness

Loss on debt extinguishment

Stock-based compensation

Gain on change in fair value of derivative liability

Loss on change in fair value of derivative liability

Amortization and depreciation

Amortization of debt discount

3 unchanged sentences

Deferred revenue

Accounts payable

Accrued liabilities

Customer deposits

Accounts payable and accrued liabilities

Accrued liabilities- related party

2 unchanged sentences

Acquisition of subsidiary

Purchase of vehicles

Purchase of intangible assets

Purchase of fixed assets

Net Cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Related Party Convertible Debt

Proceeds from convertible debt

Proceeds from the SBA Loan

Proceeds from contributions from related parties

Proceeds from related party advances

Repayments of related party advances

Proceeds from convertible notes payable

Proceeds from promissory notes payable - related parties

Proceeds from promissory notes payable

Repayment of promissory notes payable

Debt issuance costs

Net Cash provided by Financing Activities

Net change in cash

Cash, beginning of period

Cash, end of period

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Supplemental cash flow information

4 unchanged sentences

Preferred stock issued for conversion of debt

Common stock issued in connection with promissory note

Common stock and warrant issued in connection with promissory note

Common stock in connection with promissory note

Preferred stock issued for exercise of stock option - related party

2 unchanged sentences

Recognition of derivative liability as debt discount

Prepaid expenses reclassified to intangible assets

Note receivable exchanged for settlement of accrued wages

The accompanying notes are an integral part of these

consolidated financial statements.

DriveItAway Holdings,

DriveItAway Holdings, Inc.

Notes to Consolidated

Financial Statements

September 30, 2022 and 2021

Note 1 – Organization, Description of

Business and Going Concern

Financial Statements September 30, 2023 and 2022

1 – Organization, Description of Business and Going

Nature of Organization

DriveItAway Holdings, Inc.

(“DIA Holdings”, “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,

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 .

Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006 as B2 Health,

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 Holdings 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.

Share Exchange and Reorganization

On February 24, 2022 (the “Effective Date”),

the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc.

(“DIA”) executed an Agreement and Plan

of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share of Series

A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the

“Share Exchange”).

At the closing, the Company agreed to issue one share of Series A Preferred for each share of DIA common

stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders converted

their notes prior to December 31, 2022.

All of the holders of the convertible notes of DIA agreed to convert their notes in March 2022

and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion.

of 2,594,593 shares of Series A Preferred were issued in exchange for all of the outstanding shares of DIA, including DIA shares

issued at closing or shortly thereafter as a result of the exercise or conversion of all outstanding options or convertible notes issued

On February 24, 2022 (the “Effective

Date”), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc.

(“DIA”) executed an Agreement

and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share

of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common

stock (the “Share Exchange”).

At the closing, the Company agreed to issue one share of Series A Preferred for each share

of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders

converted their notes prior to December 31, 2022.

All of the holders of the convertible notes of DIA agreed to convert their notes in

March 2022 and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion.

A total of 2,594,593

shares of Series A Preferred were issued in exchange for all of the outstanding shares of DIA, including DIA shares issued at

closing or shortly thereafter as a result of the exercise or conversion of all outstanding options or convertible notes issued by DIA.

Recapitalization

For financial accounting purposes, this transaction

was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer and DIA, Inc.

the acquired company.

For financial accounting purposes,

this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer

and DIA, Inc.

as the acquired company.

The consummation of this reverse acquisition resulted in a change of control.

Accordingly, the historical financial

statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive effect to the

reverse acquisition completed on February 24, 2022, and represent the operations of DIA.

The consolidated financial statements after the

acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of DIA and the

results of the Company from the acquisition date.

All share and per share information in the accompanying consolidated financial statements

and footnotes has been retroactively restated to reflect the recapitalization.

Accordingly, the

historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive

effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA.

The consolidated financial statements

after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of

DIA and the results of the Company from the acquisition date.

All share and per share information in the accompanying consolidated financial

statements and footnotes has been retroactively restated to reflect the recapitalization.

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.

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.

the year ended September 30, 2023, the Company had a net loss of $ 930,137

1 unchanged sentence

As of September 30, 2023, the Company had an accumulated deficit of $ 3,310,896 .

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

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;

The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating

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.

to sufficiently 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.

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.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying audited consolidated financial statements

of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the

rules of the Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments, consisting of normal

recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented

have been reflected herein.

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”.

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.

2 – Summary of Significant Accounting Policies

of Presentation

The accompanying audited consolidated

financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States

of America and the rules of the Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments,

consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for

the interim periods presented have been reflected herein.

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

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 three months or less when acquired, to be cash equivalents.

As of September 30, 2022, and 2021, the Company

had cash of $ 127,109 and $ 9,774 , respectively and did not have cash equivalents.

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.

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 September 30, 2022, and 2021, are adequate, but actual write-offs could exceed the recorded allowance.

As of September

30, 2022, and 2021, the balances in the allowance for doubtful accounts was $ 0 .

Property and Equipment

equipment, consisting of vehicle are stated at cost.

Depreciation expense is recognized

over the assets’ estimated useful lives of seven years using the straight-line method.

Major additions and improvements

are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or

extend the life of the respective assets, are expensed as incurred.

Estimated useful lives are periodically reviewed and, when appropriate,

changes are made prospectively.

When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment

assessment may be performed on the recoverability of the carrying amounts.

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 approximate fair value due to their short-term nature.

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.

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.

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.

During the years ended September 30, 2022 and 2021,

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

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

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

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

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.

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

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

General Advertising Costs

General advertising costs

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, and fair value of equity instruments.

Actual results could differ

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

Currency Translation

Foreign currency translation

is recognized in accordance with ASC 830.

The Company’s functional currency is USD, therefore all amounts of revenues received

from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and

losses are recognized upon receipt.

and Cash Equivalents

The Company considers all highly

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

As of September 30, 2023, and

2022, the Company had cash of $ 4,632

and $ 127,109 ,

which included restricted cash of $ 18,559

respectively and did not have cash equivalents.

As of September 30, 2023 and

September 30, 2022, the Company had $ 18,559

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

The Company reviews accounts

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

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 September 30, 2023, and 2022, are adequate, but actual write-offs could exceed the recorded

As of September 30, 2023, and 2022, the balances in the allowance for doubtful accounts was $ 0 .

assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives, currently 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 fixed asset, we record a gain or loss based on the difference between the proceeds received and the

net book value of the disposed asset.

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

intangible assets include 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

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

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.

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

The Company’s

operating lease portfolio for the years ended September 30, 2023 and 2022, includes the vehicle leases from third parties and the Company’s

owned vehicles that are leased to the customers under operating leases.

The contracts for these operating leases are short-term in nature

with terms less than twelve (12) months.

The Company has elected as an accounting policy not to apply the recognition requirements in

ASC 2016-02, Leases (“ASC 842”) to short-term leases.

The Company recognizes the lease payments for short-term leases on

a straight-line basis over the lease term.

As of September 30, 2023, the Company did not have leases that qualified as ROU assets.

Value Measurements

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

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 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.

The carrying amounts shown on

the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities

approximate fair value due to their short-term nature.

All financial assets and liabilities

are approximate to their fair value.

Derivative liabilities are valued at Level 3.

Schedule of fair value of financial assets and liabilities

Fair Value Measurements at September

30, 2023 using:

September 30, 2023

Quoted Prices in Active Markets for

Identical Assets (Level 1)

Significant Other Observable Inputs

Significant Unobservable Inputs (Level

Derivative Liabilities

Fair Value Measurements at September

30, 2022 using:

September 30, 2022

Quoted Prices in Active Markets for

Identical Assets (Level 1)

Significant Other Observable Inputs

Significant Unobservable Inputs (Level

Derivative Liabilities

The following table provides a summary of changes

in fair value of the Company’s Level 3 financial liabilities as of September 30, 2023, and 2022:

Financial Instruments

The Company accounts for their

derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options

and warrants accounted for as derivatives are to be recorded 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

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.

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 (“platform”), operates

in the automotive rental industry.

The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis,

generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program.

Through its platform the Company will track vehicle

values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested

in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at

the listed purchase price.

the years ended September 30, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company,

other leasing companies, or car dealerships and individual car rental customers (“customers”).

book a vehicle through the Company’s platform, starting first with a rental contract with the vehicle.

When the customer books

the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount,

an initial non-refundable fee, and, in some cases, a refundable deposit.

At the end of the usage cycle, the system calculates miles driven

and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees.

In instances when a customer

pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred.

Additionally, contracts

may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of

the contract extension period for rental rate and insurance amount for the new extension period.

available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships

(“dealerships”).

For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue

is to provide customers with a vehicle and an application to track vehicle rental arrangements.

For vehicles made available through dealerships

the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to

collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share.

The vehicle rental arrangements

are over a fixed contracted period;

therefore, the Company recognizes rental revenue ratably over the contract term.

Costs related to

rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing

The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these

transactions resulting in only the Company’s revenue share being recognized.

Pay-As-You-Go program manages or includes insurance.

Fleet insurance is sometimes provided where the Company has a fleet policy and the

driver is added to it when needed.

In this case, the driver pays the cost of insurance as a separate payment in the system.

is a type of revenue.

The Company pays the insurance company providing the coverage.

This is a cost of goods sold.

The Company also allows

for drivers to bring their own insurance.

The Company works with associated insurance brokers to write a policy for the customer for

that vehicle and a separate finance company that pays for the policy in full.

The Company acts as trustee in collecting installments

and transferring them to the finance company.

Collected payments are treated as a revenue and transfers to the finance company are treated

as contra-revenue because the Company acts as an agent in these transactions.

Lastly, in markets where the Company cannot support this

program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company.

is collected or recognized in this instance.

Because any insurance revenue is collected at contract inception and covers the fixed contract

period the Company recognizes insurance revenue ratably over the contract term.

Initial non-refundable fees are recognized when payment

is received as the Company has no obligation to provide additional services at that point.

Miscellaneous charges for extra mileage, late

fees, or toll charges calculated and charged to the customer credit card at the end of the usage cycle are recognized when the credit

card charge goes through.

Refundable deposits are recorded on the balance sheet until deposits are returned to customers or applied to

their account for fees incurred.

Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting

date and relate to usages after that date.

As of September 30, 2023 and 2022 refundable deposits were $ 2,234

and deferred revenue was $ 7,233

and $ 2,101 ,

respectively.

In addition to the costs associated

with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records 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.

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 BlackScholes pricing model is affected by our

stock value as well as assumptions regarding several complex and subjective variables, including expected stock price volatility and

the risk-free interest rate.

and marketing Costs

Advertising and marketing costs

are expensed as incurred.

The Company incurred general advertising costs for the years ended September 30, 2022 and 2021 of

$ 33,883 and $ 9,256 , respectively.

The provision for income taxes and deferred income

taxes are determined using the asset and liability method.

Deferred tax assets and liabilities are determined based on temporary differences

between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which

the temporary differences are expected to reverse.

On a periodic basis, the Company assesses the probability that its net deferred tax

assets, if any, will be recovered.

If after evaluating all of the positive and negative evidence, a conclusion is made that it is more

likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a

charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

Net 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.

For the years ended September 30, 2022, and 2021, the common stock equivalents were excluded from the computation of

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

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

respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result was

anti-dilutive.

Schedule of anti dilutive securities excluded from computation of earnings per share

The Company incurred advertising and marketing costs for the years ended September 30, 2023 and 2022 of $ 38,972

and $ 33,883 ,

respectively.

The provision for income taxes

and deferred income taxes are determined using the asset and liability method.

Deferred tax assets and liabilities are determined based

on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in

effect in the years in which the temporary differences are expected to reverse.

On a periodic basis, the Company assesses the probability

that its net deferred tax assets, if any, will be recovered.

If after evaluating all of the positive and negative evidence, a conclusion

is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance

is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

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.

For the years ended September 30, 2023, and 2022, the 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 computation

of diluted net loss per share

September 30,

Series A Convertible Preferred Stock

Convertible notes

Reclassification

Certain accounts from prior periods have been reclassified to conform to

the current period presentation.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, “ Financial

Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.

” ASU 2016-13 requires a financial asset

(or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes

the Company’s accounts receivable.

This ASU is effective for the Company for reporting periods beginning after December 15, 2022.

The Company is currently assessing the potential impact that the adoption of this ASU will have on its consolidated financial statements.

In August 2020, the FASB

issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40

“Hedging—Contracts in Entity’s Own Equity”.

The standard reduced the number of accounting models for convertible

debt instruments and convertible preferred stock.

Convertible instruments that continue to be subject to separation models are (1) those

with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative,

and that do not qualify for a scope exception from derivative accounting;

and (2) convertible debt instruments issued with substantial

premiums for which the premiums are recorded as paid-in capital.

The amendments in this update are effective for fiscal years beginning

after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

On October 1, 2021, the Company adopted

this standard on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, “ Government

Assistance (Topic 832) ” which enhances disclosure of transactions with governments that are accounted for by applying a grant

or contribution model.

The new pronouncement requires entities to provide information about the nature of the transaction, terms and conditions

associated with the transaction and financial statement line items affected by the transaction.

The standard must be adopted for

year ends beginning after December 15, 2021, with early adoption permitted.

The Company plans to adopt the standard on October 1, 2022

and does not expect the adoption of this standard to have any material impact on its financial statements.

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

Note 3 – Related Party Transactions

Related Party Convertible Notes Payable

On September 13, 2019, the Company issued a Convertible

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

of September 13, 2022.

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

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

On December 24, 2020,

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

Each of the notes

bear interest at a rate of 6 % per annum.

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

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

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

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

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

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

At the closing of the Share Exchange on February 24,

2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal of $ 95,000 and interest of

$ 9,565 due under the notes into 52,284 shares of DIA common stock, which was automatically converted into 52,284 shares

of Series A Preferred (see Note 6).

During the years

ended September 30, 2022 and 2021, the Company recorded interest expense for related parties of $2,296 and $5,379, respectively.

As of September 30, 2022 and 2021, the Company had accrued interest owed to related parties of $0 and $7,268, respectively.

Certain accounts from prior periods

have been reclassified to conform to the current period presentation.

Accounting Pronouncements

the period from October 2023 through March 2024 the FASB has not issued any additional accounting standards updates that have a significant

impact on the Company.

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these

pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

3 – Related Party Transactions

Related Party Notes Payable

On September 13, 2019, the Company

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

with a maturity date of September 13, 2022.

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

LLC and Adam Potash, the Company’s COO, for $ 25,000

each, which mature on October 13 and 14, 2022, respectively.

On December 24, 2020, the Company issued a Convertible Promissory

Note to Adam Potash, for $ 15,000 ,

which matures on December

Each of the notes bear interest at a rate of 6 %

The notes automatically convert into preferred stock of DIA in the event DIA raises at least $ 1,000,000

by the issuance of preferred stock prior to the maturity dates of the notes (a “Qualified Financing”).

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

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

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

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

At the closing of the Share Exchange

on February 24, 2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal of $ 95,000

and interest of $ 9,565

due under the notes into 52,284

shares of DIA common stock, which was automatically converted into 52,284

shares of Series A Preferred (see Note 6).

On March 1, 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 (June 30, 2023) and issuance of 100,000

warrants with exercise price of $0.05 that expire on March

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

were assigned a value of $ 3,068

which was recorded as a derivative liability and debt discount (see Note 6).

During the years ended September

30, 2023 and 2022, the Company recorded related party interest expense of $ 4,918

respectively, and amortization of debt discount of $ 3,068

respectively.

As of September 30, 2023 and 2022, the debt discount recorded on all related party notes was $ 0 ,

the promissory note payable – related party balance was $ 50,000 ,

and the convertible note payable – related party balance was $ 0 .

As of September 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 50,000

and owed unpaid interest of $ 4,918 .

Advances and Repayments

In the normal course of business, the Company’s management team or their affiliates will make payments

on behalf of the Company or will provide short-term advances to the Company to cover operating expenses.

During the year ended September 30,

2022, related parties made payments on the Company’s behalf or provided short-term advances to the Company

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

As of September 30, 2022 and 2021, the Company owed related parties $ 80 and $ 0 , respectively, for this activity.

Note 4 - Note Receivable

A note receivable of $ 150,000 was issued to DriveItAway

Holdings in consideration for the sale of certain subsidiaries as a part of its recapitalization (see Note 6).

The note receivable was

unsecured, due on April 20, 2022 , and was to incur interest at 15 % per annum, provided that the payor has the right to

satisfy the note in full by the return of 500,000 shares of the Company’s common stock for cancellation.

the payor under the note receivable satisfied $100,000 due under the note in full by returning 500,000 shares of the Company’s

common stock for cancellation (see Note 6).

During the year ended September 30, 2022 the Company offset the remaining $ 50,000 due under

the note against accrued wages, therefore as of September 30, 2022 the Note Receivable balance was $ 0 .

Note 5 – Vehicles

In the normal course of business,

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

to the Company to cover operating expenses.

During the year ended September 30, 2023 and 2022, related parties made payments on the Company’s

behalf or provided short-term advances to the Company totaling $ 26,460

and $ 3,435 ,

respectively, and the Company made repayments to related parties of $ 1,460

and $ 3,355 ,

respectively.

As of September 30, 2023 and

2022, the Company owed related parties $ 25,080

respectively, for this activity.

4 – Note Receivable

A note receivable of $ 150,000

was issued to DriveItAway Holdings, Inc.

in consideration for the sale of certain subsidiaries as a part of its recapitalization

(see Note 6).

The note receivable was unsecured, due on April

20, 2022 , and was to incur interest at 15 %

per annum, provided that the payor has the right to satisfy the note in full by the return of 500,000

shares of the Company’s common stock for cancellation.

In May 2022, the payor under the note receivable satisfied $100,000

due under the note in full by returning 500,000

shares of the Company’s common stock for cancellation (see Note 6).

During the year ended September 30, 2022 the Company

purchased four (4) passenger vehicles for $ 157,864 and recorded depreciation of $ 8,436 .

Note 6 – Equity

On April 18, 2022, the Company filed Amended and Restated

Certificate of Incorporation with the Secretary of State of the State of Delaware to authorize 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

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.

offset the remaining $ 50,000

due under the note against accrued wages, therefore as of September 30, 2023 and September 30, 2022 the Note Receivable balance

5 – Fixed and Intangible Assets

The following table

summarizes the components of our fixed assets as of the dates presented:

Schedule of fixed assets

September 30,

Vehicle costs

Accumulated depreciation

Vehicles, net

During the years ended September

30, 2023 and 2022, the Company purchased passenger vehicles for $ 67,039

and $ 157,864 ,

respectively, and recorded depreciation of $ 32,239

and $ 8,436 ,

respectively.

The following table summarizes

the components of our intangible assets as of the dates presented:

Schedule of intangible assets

September 30,

Website development costs

Accumulated depreciation

During the year ended September 30,

2022, the Company incurred website development costs of $ 10,498 ,

which was recorded as a prepaid asset.

During the year ended September 30, 2023 the Company incurred website development costs of $ 5,833

and reclassed the $ 10,498

incurred in the prior year to the intangible asset account.

During the years ended September 30, 2023 and 2022 the Company recorded

amortization of $ 4,544

respectively.

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

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

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 :

of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

Mandatory Conversion Right :

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.

During the year ended September 30, 2021, the Company

issued 300,000 shares of DIA common stock which was automatically converted into 300,000 shares of Series A Preferred

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

The shares were issued to a consulting firm pursuant to one year consulting

agreement and valued at $ 692,308 .

Stock-based compensation expense related to this issuance for the years ended September 30, 2022 and

2021 was $ 288,461 and $ 403,847 , respectively, and was included in general and administrative expense .

During the year ended September 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.

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:

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.

Li q uidation

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

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.

Conversion Ri g hts :

share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

Conversion Ri g ht :

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.

During the year ended September

30, 2021, the Company issued 300,000

shares of DIA common stock which was automatically converted into 300,000

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

The shares were issued to a consulting

firm pursuant to one year consulting agreement and valued at $ 692,308 .

Stock-based compensation expense related to this issuance for the years ended September 30, 2023 and 2022 was $ 0

and $ 288,461 ,

respectively, and was included in general and administrative expense.

During the year ended September

30, 2022, the Company issued 294,593

shares of DIA common stock which were 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 and included the following:

shares issued for conversion of debt – related party and accrued interest of

shares issued for conversion of debt and accrued interest of $ 288,458 .

112,500 shares issued for exercise of stock option - related party as stock-based compensation to related parties of $ 84,375

On April 20, 2022, holders of 2,464,784 shares

of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702 shares

of common stock.

On the same date, the board of directors approved a resolution to exercise the Company’s right to mandatorily convert

the remaining 129,809 shares of Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979 shares

of common stock.

As of September 30, 2022, and 2021, the Company had 0 and 2,300,000 shares

of Series A Preferred stock outstanding, respectively.

Reorganization

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 $130,381.

The following table summarizes the assets acquired,

and liabilities assumed at the acquisition date of February 24, 2022:

shares issued for exercise of stock option - related party as stock-based compensation

to related parties of $ 84,375 .

On April 20, 2022, holders of

shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702

shares of common stock.

On the same date, the board of directors approved a resolution to exercise the Company’s right to

mandatorily convert the remaining 129,809

shares of Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979

shares of common stock.

During the year ended

September 30, 2023 there were no

0 issuances of the Series A Preferred shares.

As of September 30, 2023

and 2022, the Company had no shares of Series A Preferred stock outstanding, respectively.

Reor g anization

On February 24, 2022, the Company

recognized the equity of Driveitaway Holdings, Inc.

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 $130,381.

The following table summarizes

the assets acquired, and liabilities assumed at the acquisition date of February 24, 2022:

Schedule of assets acquired and liabilities assumed

Note receivable (Note 4)

Notes receivable (Note 4)

Accounts payable and accrued liabilities

Net assets acquired and liabilities assumed

On February 24, 2022, the Company issued 4,000,000 shares

of common stock valued at $ 65,274 for commitment fees in conjunction with the issuance of promissory note of $ 750,000 (see Note

On April 20, 2022, the Company issued 88,085,681 shares

of common stock as a result of the conversion of 2,594,593 shares of Series A Preferred Stock, as discussed in more detail above.

In May 2022, 500,000 shares were returned

for cancellation to satisfy a note receivable in the amount of $ 100,000 (see Note 4).

As of September 30, 2022, and 2021, the

Company had 105,301,722

shares issued, respectively.

On February 24, 2022, the Company

issued 4,000,000

shares of common stock valued at $ 65,274

for commitment fees in conjunction with the issuance of a promissory note of $ 750,000

(see Note 8).

On April 20, 2022, the Company

issued 88,085,681

shares of common stock as a result of the conversion of 2,594,593

shares of Series A Preferred Stock, as discussed in more detail above.

In May 2022, 500,000

shares were returned for cancellation to satisfy a note receivable in the amount of $ 100,000

(see Note 4).

On October 17, 2022, 250,000 shares

of common stock, valued at $ 15,000

based on the fair market value of the shares on the grant date, were issued for consulting services.

On October 31, 2022, the Company

issued 1,000,000

shares of common stock valued at $ 60,000

for commitment fees in conjunction with the amendment of a promissory note of $ 750,000

(see Note 8).

As of September 30, 2023, and 2022,

the Company had 106,551,722

and 105,301,722

common shares issued, respectively.

Treasury Stock

records treasury stock at cost.

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 September 30, 2022, and 2021, the Company had 15,100 and 0 shares of treasury stock valued at $ 18,126 and $ 0 ,

respectively.

As of September

30, 2023, and 2022, the Company had 15,100

shares of treasury stock valued at $ 18,126 .

Stock Options

On June 12, 2020, DIA’s Board of Directors and

its shareholders approved its 2020 Equity Compensation Plan (“Equity Plan”).

The Equity Plan permits DIA to issue awards or

options to the employees, directors, consultants and advisors who provide services to the Company or a subsidiary.

Pursuant to the Equity

Plan, 400,000 shares of DIA’s common stock were reserved for issuance.

The Equity Plan allows DIA’s board or a committee

of the board to issue grants of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights

and other equity-based awards.

As of September 30, 2021, DIA had 300,000 stock

options outstanding under the Equity Plan to Messrs.

Possumato, CEO, and Potash, COO in equal amounts, of which 93,750 had vested.

At the closing of the Share Exchange on February 24, 2022, 112,500 of the stock options had vested and Messrs.

Possumato and Potash each

agreed to each exercise their 56,250 vested stock options issued to them.

The options were converted into 112,500 shares

of DIA common stock, which was automatically converted into 112,500 shares of Series A Preferred.

The balance of the stock options

issued to Messrs.

On June 12, 2020, DIA’s

Board of Directors and its shareholders approved its 2020 Equity Compensation Plan (“Equity Plan”).

The Equity Plan permits

DIA to issue awards or options to the employees, directors, consultants and advisors who provide services to the Company or a subsidiary.

Pursuant to the Equity Plan, 400,000

shares of DIA’s common stock were reserved for issuance.

The Equity Plan allows DIA’s board or a committee of the

board to issue grants of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights and

other equity-based awards.

As of September 30, 2021, DIA

stock options outstanding under the Equity Plan to Messrs.

Possumato, CEO, and Potash, COO in equal amounts, of which 93,750

At the closing of the Share Exchange on February 24, 2022, 112,500

of the stock options had vested and Messrs.

Possumato and Potash each agreed to each exercise their 56,250

vested stock options issued to them.

The options were converted into 112,500

shares of DIA common stock, which was automatically converted into 112,500

shares of Series A Preferred.

The balance of the stock options issued to Messrs.

Possumato and Potash were cancelled.

The stock options had an exercise price of $ 0.75 per share.

In lieu of paying

the exercise price in cash, the exercise price was offset against accrued wages of $ 42,188 owed to each of Messrs.

Possumato and

Also, at the closing of the Share Exchange, DIA’s

board cancelled the Equity Plan and all outstanding options were cancelled.

As of September 30, 2021, DIAH had 2,177,571 options

outstanding, of which 1,882,793 expired during the year ended September 30, 2022 and 294,778 were exercised in a cashless exchange for

options had an exercise price of $ 0.75

In lieu of paying the exercise price in cash, the exercise price was offset against accrued wages of $ 42,188

owed to each of Messrs.

Possumato and Potash.

Also, at the closing of the

Share Exchange, DIA’s board cancelled the Equity Plan and all outstanding options were cancelled.

As of September 30, 2021, DIAH

had 2,177,571

options outstanding, of which 1,882,793

expired during the year ended September 30, 2022 and 294,778

were exercised in a cashless exchange for 155,103

common shares.

Accordingly, as of September 30, 2022 the Company

had no options outstanding.

On February 24, 2022, in conjunction with the issuance

of a promissory note of $ 750,000 , the Company issued 1,000,000 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 (see Note 8), therefore the warrants

qualified for derivative accounting and were assigned a value of $ 107,283 which was recorded as a derivative liability and debt discount.

Accordingly, as of September

30, 2023 and September 30, 2022 the Company had no options outstanding.

On February 24, 2022, in conjunction

with the issuance of a promissory note of $ 750,000 ,

the Company issued 1,000,000

warrants for $ 0.30

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

options (see Note 8), therefore the equity environment became tainted and the warrants qualified for derivative accounting and were assigned

a value of $ 107,283

which was recorded as a derivative liability and debt discount.

The warrants expire on February

In June 2022, in conjunction with a private offering

and the issuance of secured promissory notes of $ 250,000 (see Note 8), the Company issued 125,000 warrants for $ 0.30 per

share, which also qualified for derivative accounting and were assigned a value of $ 8,136 which was recorded as a derivative liability

and debt discount.

In June 2022, in conjunction

with a private offering and the issuance of secured promissory notes of $ 250,000

(see Note 8), the Company issued 125,000

warrants for $ 0.30

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

and were assigned a value of $ 8,136

which was recorded as a derivative liability and debt discount.

The warrants expire in June 2027.

All warrants issued were valued using the Black-Scholes

pricing model.

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

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

and were assigned a value of $ 4,074

which was recorded as a derivative liability and debt discount.

The warrants expire in November 2027.

In February 2023, in conjunction

with a promissory note amendment which was recognized as debt extinguishment, 2,000,000

warrants with exercise price of $ 0.05

were issued that expire on February

year), which replaced the original 1,000,000

warrants issued with an exercise price of $ 0.30

previously issued with the original promissory note.

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

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

were assigned a value of $ 3,837

which was recorded as a derivative liability and debt discount.

All derivative liabilities recognized

for the 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 9).

A summary of warrant activity during the year ended

September 30, 2022 is as follows:

Summary of common stock warrants activity

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 9).

A summary of warrant activity

during the years ended September 30, 2023 and 2022 is as follows:

Schedule of common stock warrants activity

Weighted-Average

2 unchanged sentences

Balance as of September 30, 2021

Expired/Cancelled

Balance as of September 30, 2022

The intrinsic

value of the warrants as of September 30, 2022, is $ 0 .

Expired/Cancelled

( 1,000,000 )

Balance as of September 30, 2023

The intrinsic value of the warrants

as of September 30, 2023 and 2022 is $ 0 .

All of the outstanding warrants are exercisable as of September 30, 2022.

Note 7 – Notes Payable

On April 28, 2020, the Company was granted a loan

(the “Loan”) from First Bank of the Lake in aggregate amount of $ 23,750 , pursuant to the Paycheck Protection Program (the

“PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The Loan, which was in the form of a

Note dated May 9, 2020 was to mature on May 8, 2022 and bear interest at a rate of 1 % per annum, payable monthly commencing

seven months from the date of the note, unless forgiven in whole or part in accordance with the CARES Act.

The Note may have been prepaid

by the Borrower at any time prior to maturity with no prepayment penalties.

In order to qualify for forgiveness under the CARES Act, funds

from the Loan could only be used for payroll costs, cost used to continue group health care benefits, mortgage payments, rent, utilities

and interest on other debt obligations incurred before February 15, 2020 (“qualifying expenses”).

The Company used the entire

Loan amount for qualifying expenses, therefore, in December 2021, the PPP Loan of $ 23,750 and accrued interest of $ 398 were

forgiven and recognized as other income.

During the year ended September 30, 2022 and 2021, the Company recorded interest expense of $ 59

and $ 237 , respectively.

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.

7 – Notes Payable

On April 28, 2020, the Company

was granted a loan (the “Loan”) from First Bank of the Lake in aggregate amount of $ 23,750 ,

pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March

The Loan, which was in the form of a Note dated May 9, 2020 was to mature on May 8, 2022 and bear interest at a rate of 1 %

per annum, payable monthly commencing seven months from the date of the note, unless forgiven in whole or part in accordance with the

The Note may have been prepaid by the Borrower at any time prior to maturity with no prepayment penalties.

In order to qualify

for forgiveness under the CARES Act, funds from the Loan could only be used for payroll costs, cost used to continue group health care

benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before February 15, 2020 (“qualifying

The Company used the entire Loan amount for qualifying expenses, therefore, in December 2021, the PPP Loan of $ 23,750

and accrued interest of $ 398

were forgiven and recognized as other income.

During the year ended September 30, 2023 and 2022, the Company recorded interest

expense of $ 0

respectively.

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

the years ended September 30, 2022 and 2021, the Company recorded interest expense of $ 4,272 and $ 2,944 , respectively, on the SBA

Loan and as of September 30, 2022 and 2021, the accrued interest on the SBA Loan was $ 8,175 and $ 3,903 , respectively.

Note 8 – Convertible Notes Payable

During the years ended September 30, 2023 and 2022, the Company recorded interest expense of $ 4,243

and $ 4,272 ,

respectively, on the SBA Loan and as of September 30, 2023 and 2022, the accrued interest on the SBA Loan was $ 6,722

and $ 8,175 ,

respectively.

As of September, 2023 and 2022, the outstanding principal of SBA Loan was $ 114,700 .

The following represents the

future aggregate maturities of the Company’s SBA Loan as of September 30, 2023 for each of the five (5) succeeding years and thereafter

Schedule of future aggregate maturities

Fiscal year ending September 30,

Promissory Notes Payable, in Default

On March 1, 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

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 $ 767

which was recorded as a derivative liability and debt discount (see Note 6).

During the year ended September 30,2023, the Company

recorded interest expense of $ 1,109

and amortization of debt discount of $ 767 .

As of September 30, 2023, the debt discount recorded on the note was $ 0 ,

resulting in a note payable balance of $ 12,500

and accrued interest of $ 1,109 .

As of September 30, 2023, the Company had defaulted on the promissory note payable.

Promissory Notes Payable

On May 1, 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

(including fixed fees of $ 3,682

or approximately 10% of the note amount).

The Company received net proceeds of $ 32,300

and the $ 3,685

of fixed fees were recorded as debt discount.

As of September 30, 2023, the Company had amortized the full $ 3,682

of debt discount, had made repayments of $ 27,752 ,

and rolled $ 8,230

of the notes principal still due into a second note (see below), therefore the loan was considered paid in full.

On August 15, 2023 the Company

executed a second note payable with the same lender from the May 1, 2023 note, with a face amount of $ 64,206 .

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 $ 64,206

(including fixed fees of $ 6,206

or approximately 10% of the note amount).

The Company received net proceeds of $ 49,770

after paying off the May 1, 2023 note and rolling $ 8,230

of its balance into the August 15, 2023 note and recording the $ 6,206

of fixed fees as a debt discount.

As of September 30, 2023, the Company had amortized $ 345

of the debt discount and made repayments of $ 42,011 ,

resulting in a debt discount balance of $ 5,861

and a principal balance of $ 49,947 ,

for a net notes payable balance of $ 44,086 .

The following represents the future

aggregate maturities as of September 30, 2023 of the Company’s Promissory Notes Payable:

Schedule of future aggregate maturities

Fiscal year ending September 30,

8 – Convertible Notes Payable

Knightsgate Ventures II, LP Note

On April 1, 2021, DIA borrowed $ 150,000 in Convertible

Notes from Knightsgate Ventures II, LP, a third-party lender at a rate of 8 %.

On April 1, 2021, DIA borrowed

in Convertible Notes from Knightsgate Ventures II, LP, a third-party lender at a rate of 8 %.

The loan matures on December

The Convertible Note automatically converts into preferred

stock of DIA in the event DIA raised at least $ 2,000,000 by the issuance of preferred stock prior to the maturity date of the Convertible

Note (a “Qualified Financing”), in which case the conversion price is equal to the lesser of (i) 90% of the price paid by

investors in the Qualified Financing or (ii) the price obtained by dividing $6,000,000 by the Company’s fully diluted shares outstanding

immediately prior to conversion (the “Cap Price”).

In the event DIA had not entered into a Qualified Financing prior to the

maturity date, the Convertible Note is convertible at the option of the holder into DIA common stock on the Maturity Date at a price per

share equal to the Cap Price.

In the event DIA effects a change of control, the holder has the option of converting the Convertible Note

into DIA’s common stock at a price per share equal to the Cap Price or accelerating the maturity date and receiving cash at the

time of the change of control.

Effective February 24, 2022, principal of $ 250,000

and accrued interest of $ 10,816 was converted into 72,368 shares of DIA’s common stock, which was automatically converted into 72,368

shares of the Company’s Series A Preferred stock in accordance with the Share Exchange Agreement (see Note 6), resulting in $ 0 owed

to the lender as of September 30, 2022.

During the years ended September 30, 2022 and 2021,

the Company recorded interest expense for the note of $ 4,833 and $ 5,983 , respectively.

The Convertible Note automatically

converts into preferred stock of DIA in the event DIA raised at least $ 2,000,000

by the issuance of preferred stock prior to the maturity date of the Convertible Note (a “Qualified Financing”), in

which case the conversion price is equal to the lesser of (i) 90% of the price paid by investors in the Qualified Financing or (ii) the

price obtained by dividing $6,000,000 by the Company’s fully diluted shares outstanding immediately prior to conversion (the “Cap

In the event DIA had not entered into a Qualified Financing prior to the maturity date, the Convertible Note is convertible

at the option of the holder into DIA common stock on the Maturity Date at a price per share equal to the Cap Price.

In the event DIA

effects a change of control, the holder has the option of converting the Convertible Note into DIA’s common stock at a price per

share equal to the Cap Price or accelerating the maturity date and receiving cash at the time of the change of control.

Effective February 24, 2022,

principal of $ 250,000

and accrued interest of $ 10,816

was converted into 72,368

shares of DIA’s common stock, which was automatically converted into 72,368

shares of the Company’s Series A Preferred stock in accordance with the Share Exchange Agreement (see Note 6), resulting

owed to the lender as of September 30, 2022.

During the years ended September

30, 2023 and 2022, the Company recorded interest expense for the note of $ 0

and $ 4,833 ,

respectively.

Individual Investor Notes

During the year ended September 30, 2022, DIA issued

an aggregate of five convertible notes to five investors, each for $ 25,000 .

The notes bear interest at a rate of 8 % per annum, mature

on December 31, 2022 , and are convertible into DIA’s common stock on the same basis that is described for the Convertible Note

issued to Knightsgate Ventures II, LP on April 1, 2021, as described above.

During the year ended September 30, 2022 the Company recorded

interest expense of $ 2,641 on the notes.

In March 2022, the holders of all of the convertible

notes issued to unrelated investors agreed to convert their notes of $ 125,000 and accrued interest of $ 2,641 into 57,441 shares

of DIA’s common stock, each of which was automatically converted into one share of Series A Preferred stock in accordance with the

Share Exchange Agreement (see Note 6), resulting in $ 0 owed to the investors as of September 30, 2022.

During the year ended September

30, 2022, DIA issued an aggregate of five convertible notes to five investors, each for $ 25,000 .

The notes bear interest at a rate of 8 %

per annum, mature on December

31, 2022 , and are convertible into DIA’s common stock on the same basis that is described for the Convertible

Note issued to Knightsgate Ventures II, LP on April 1, 2021, as described above.

During the year ended September 30, 2023 and 2022, the

Company recorded interest expense of $ 0

on the notes, respectively

In March 2022, the holders of all

of the convertible notes issued to unrelated investors agreed to convert their notes of $ 125,000

and accrued interest of $ 2,641

shares of DIA’s common stock, each of which was automatically converted into one share of Series A Preferred stock in accordance

with the Share Exchange Agreement (see Note 6), resulting in $ 0

owed to the investors as of September 30, 2022.

AJB Capital Investments, LLC Note

1 unchanged sentence

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.

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.

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

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 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;

(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

Also pursuant to the SPA,

the Company was to pay AJB a commitment fee of $ 800,000 , payable in the form of 4,000,000 unregistered shares of the Company’s

common stock (the “Commitment Fee Shares”) which were issued at note inception.

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 $ 384,287 using a Black-Scholes option pricing model (see Note 9).

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.

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

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.

Also pursuant to the SPA, the Company

was to pay AJB a commitment fee of $ 800,000 ,

payable in the form of 4,000,000

unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception.

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 $ 384,287

using a Black-Scholes option pricing model (see Note 9).

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 (see Notes 6 and 9).

expire on February

2 unchanged sentences

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 $ 65,274

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

(see Note 6).

4 unchanged sentences

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.

During the year ended September 30, 2022, the Company

recorded interest expense of $ 46,958 , amortization of debt discount of $ 665,594 , a gain on change in fair value of derivative liability

of $ 393,641 for the guarantee and warrants and repaid $ 45,203 of interest.

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 $ 60,000

(see Note 6).

On February 10, 2023, the Company

entered into second amendment with AJB by increasing the original principal of the note by $85,000, which increased the restricted cash

balance to be used for payments for professional services, replacing the original 1,000,000 warrants with an exercise price of $0.30

with 2,000,000 warrants with an exercise price of $0.05 (see Note 6), and extending the maturity date of the note to May 24, 2023.

Company determined the extension of cash and modification to other terms met the conditions of a debt extinguishment;

therefore the Company

recorded a loss on extinguishment of debt for the total amount of $36,313 included in other income (expenses) within the accompanying

statement of operation.

On September 27, 2023, the Company

entered into second amendment with AJB by increasing the original principal of the note by $ 25,000

which increased the restricted cash balance to be used for payments for professional services.

During the year ended September

30, 2022, the Company recorded interest expense of $ 46,958 ,

amortization of debt discount of $ 665,594 ,

a gain on change in fair value of derivative liability of $ 393,641

for the guarantee and warrants and repaid $ 45,203

As of September 30, 2022, the derivative liability was $ 97,927

$ 97,927 and the debt discount recorded on the note was $0, resulting in a note payable balance of $ 750,000 .

As of September 30, 2022,

the Company owes unpaid interest of $ 1,755 .

and the debt discount recorded on the note was $ 0 ,

resulting in a note payable balance of $ 750,000 .

As of September 30, 2022, the Company owes unpaid interest of $ 1,755 .

During the year ended September

30, 2023, the Company recorded interest expense of $ 97,849 ,

increased debt discount by $ 63,500

(of which $ 65,259

was amortized and $ 7,241

was recorded as part of the loss on debt extinguishment), recorded a loss on change in fair value of derivative liability of $ 126,338 ,

recorded an additional $ 29,072

for a loss on debt extinguishment, and repaid $31,042 of interest.

As of September 30, 2023, the derivative liability was $ 663 ,

the debt discount recorded on the note was $ 0 ,

the note payable principal was $ 860,000 ,

and the Company owed accrued interest of $ 68,562 .

Effective February 14, 2023 the

Company went into default on the AJB Note, however the lender waived all default provisions through January 24, 2024 therefore no default

interest or penalties were incurred during the year ended September 30, 2023 and the AJB note was not convertible as of September 30,

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 (see Note 7).

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 lien on two 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.

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 total debt

discount of $ 58,627 is being amortized to interest expense over the term of the Note.

During the year ended September 30, 2022, the Company

recorded interest expense of $ 11,583 , and amortization of debt discount of $ 11,967 .

As of September 30, 2022, the debt discount recorded

on the note was $ 66,660 , resulting in a note payable balance of $ 183,340 .

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

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

(net of an original issuance discount of $ 20,000 ),

and the issuance of 125,000

warrants (see Note 6).

was recorded as a debt discount and 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 .

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

a value of $ 8,136

which was recorded as a derivative liability (see Note 9) and debt discount.

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

(net of an original issuance discount of $ 20,000 ),

and the issuance of 100,000

warrants (see Note 6).

was recorded as a debt discount and 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 .

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

a value of $ 7,254

which was recorded as a derivative liability (see Note 9) and debt discount).

The total debt discount of $ 43,124

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

During the year ended September

30, 2022, the Company recorded interest expense of $ 11,583

and amortization of debt discount of $ 11,967 .

As of September 30, 2022, the debt discount recorded on the note was $ 66,660 ,

resulting in a note payable balance of $ 183,340 .

As of September 30, 2022, the Company owed accrued interest of $ 11,583 .

Note 9 – Derivative Liabilities

As discussed in Note 8, 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 September

During the year ended September

30, 2023, the Company recorded interest expense of $ 64,605 ,

paid interest of $ 13,125 ,

and recorded amortization of debt discount of $ 58,158 .

As of September 30, 2023, the debt discount recorded on the notes was $ 51,626

and the principal balance was $ 450,000 ,

resulting in a net note payable balance of $ 398,374 .

As of September 30, 2023, the Company owed accrued interest of $ 63,063 .

The following represents the

future aggregate maturities of the Company’s Secured Convertible Notes as of September 30, 2023 for each of the five (5) succeeding

years and thereafter as follows:

Schedule of future aggregate maturities

Fiscal year ending September 30,

9 – Derivative Liabilities

As discussed in Note 8, 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 September 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 year ended September 30, 2022:

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 year ended September 30, 2023:

Schedule of defined benefit plan, assumptions

Expected term

1.68 - 5.00 years

Expected average volatility

109 % - 117 %

Expected dividend yield

Risk-free interest rate

1.73 % - 4.25 %

At September 30, 2022, the estimated fair values of the liabilities measured

on a recurring basis are as follows (level 3):

fee guarantee issued February 24, 2022

issued February 24, 2022

conversion feature in Note issued June 3, 2022

issued June 3, 2022

conversion feature in Note issued June 16, 2022

issued June 16, 2022

liability balance - September 30, 2022

The following table summarizes the changes in the

derivative liabilities during the year ended September 30, 2022:

Schedule of derivative liabilities

September 30, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):

Schedule of estimated fair value of liabilities

Commitment fee guarantee issued February

Warrants issued February 24, 2022

Embedded conversion feature in Note issued June 3, 2022

Warrants issued June 3, 2022

Embedded conversion feature in Note issued June 16, 2022

Warrants issued June 16, 2022

Embedded conversion feature in Note issued November 15,

Warrants issued November 15, 2022

Warrants issued on February 10, 2023

Warrants issued on March 1, 2023

Derivative liability balance - September 30, 2023

following table summarizes the changes in the derivative liabilities during the year ended September 30, 2023:

Schedule of derivative liabilities

Derivative balance - September 30, 2021

Addition of new derivatives recognized as debt discounts

1 unchanged sentence

Derivative liability balance - September 30, 2022

Addition of new derivatives recognized as debt discounts

Loss on debt extinguishment

Gain on change in fair value of the derivative

Derivative liability balance

- September 30, 2023

10 – Income Taxes

The Company provides for income taxes under ASC 740,

“Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on

the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences

are expected to reverse.

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company

will not realize tax assets through future operations.

The components of the Company’s deferred tax

asset and reconciliation of income taxes computed at the statutory rate of 31 % to the income tax amount recorded as of September

30, 2022 and 2021 are as follows:

Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred

tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities

and the tax rates in effect when these differences are expected to reverse.

A valuation allowance is provided for certai n deferred

tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s

deferred tax asset and reconciliation of income taxes computed at the statutory rate of 31 %

to the income tax amount recorded as of September 30, 2023 and 2022 are as follows:

Schedule of Components of Deferred Taxes

2 unchanged sentences

Net operating loss carryover

Accrued payroll

Allowance for bad debt

Charitable contributions

Stock-based compensation

Foreign tax credit

Deferred tax liabilities:

ASC 606 adjustment

Depreciation & amortization

Valuation allowance

Net deferred tax asset

The income tax provision differs from the amount

of income tax determined by applying the U.S.

federal income tax rate to pretax income from continuing operations for the years ended

September 30, 2022 and 2021, due to the following:

Schedule of Reconciliation of Income Tax Provision

The income tax provision differs

from the amount of income tax determined by applying the U.S.

federal income tax rate to pretax income from continuing operations for

the years ended September 30, 2023 and 2022, due to the following:

Schedule of effective income tax rate reconciliation

September 30,

Income tax provision at statutory rates

$ ( 457,400 )

$ ( 432,500 )

Meals and entertainment

Related party accruals

Accrued payroll

Stock-based compensation

Interest expense

(Gain) loss on extinguishment of debt

Amortization of debt discount

Change in fair value of derivative liability

Valuation allowance

Expected Federal Tax

State income taxes (net of federal benefit)

Permanent adjustments

State tax rate change

Change in valuation allowance

Total income tax provision

The net operating losses (“NOLs”) carry

forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382.

The net operating losses (“NOLs”)

carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section

The Company experienced a change in control for tax purposes in February 24, 2022.

Due to change of control, the Company estimates not

being able to carryover approximately $ 1,700,000 of NOL generated before February 24, 2022 to offset future income.

At September 30, 2022, the Company had approximately

of net operating loss carryforwards that may be offset against future taxable

No tax benefit has been reported in the September 30, 2022 consolidated financial statements since the potential tax benefit is

offset by a valuation allowance of the same amount.

Tax returns for the years ended 2019 and forward are subject to review by the tax

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

On October 17, 2022, the Company entered

into an advisory agreement.

The term of contract is three months and the Company was to pay an initial fee of $ 5,000

and issue 250,000

restricted shares of common stock.

On October 31, 2022, the Company and AJB Capital Investments,

LLC entered into a first amendment to SPA (see Note 8).

Pursuant to terms in first amendment, the Company agreed to issue to AJB an additional

1,000,000 Commitment Fee Shares.

According to first amendment, if the Company pays the AJB Note off on or before its maturity date, then

the Company may redeem 2,500,000 of the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced

from the original $ 800,000 to $ 400,000 .

On November 15, 2022, the Company issued 15% secured convertible note of

$ 100,000 with 50,000 warrants each to two investors.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure

Due to change of control, the Company estimates

not being able to carryover approximately $ 1,700,000 of

NOL generated before February 24, 2022 to offset future income.

As of September 30, 2023, the Company

had approximately $ 2,677,000 of

net operating loss carryforwards that may be offset against future taxable income.

No tax benefit has been reported in the September

30, 2023 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

returns for the years ended 2020 and forward are subject to review by the tax authorities.

11 – Subsequent Events

Management has evaluated subsequent

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

Please note the following matters deemed to be subsequent

On November 28, 2023, the Company

entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $22,222

in which the Company received $20,000 in cash (after giving effect to a 10% original issue discount) for payment to vendors.

Effective December 15, 2023, 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 $ 195,000

(the “AJB Note”) to AJB in a private transaction for a purchase price of $ 165,750

(after giving effect to a 15% original issue discount).

In connection with the sale of the AJB Note, the Company also paid certain

fees and due diligence costs of AJB and brokerage fees.

After payment of the fees and costs, the net proceeds to the Company were $ 150,750 ,

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

The maturity date of the AJB Note

The AJB Note bears interest at 10 %

per year, and principal and accrued interest is due on the maturity date.

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 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC;

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.

In December 2023, in conjunction

with the issuance of a promissory note of $ 195,000 , the Company issued warrants to purchase 5,000,000

shares of Company’s common stock for nominal exercise price of $ 0.00001 per share.

The warrant is exercised at any time

on or after December 15, 2023 and until the warrant is exercised in full.

The warrants also include various covenants of the Company

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

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

As a result of the Company’s equity environment being tainted

the warrants qualified for derivative accounting and were assigned a value of $ 248,952 which was recorded as a derivative liability.

The note was discounted to a principal balance of $ 0 and a debt discount of $ 195,000 was recorded at inception.

The difference between

the fair value of the warrants and the net proceeds received was recognized as interest expense.

Effective February 23, 2024,

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 $ 140,000 (the “AJB Note”) to AJB in a private transaction for a purchase

price of $ 112,000 (after giving effect to a 20% original issue discount).

In connection with the sale of the AJB Note, the Company also

paid certain fees and due diligence costs of AJB and brokerage fees.

After payment of the fees and costs, the net proceeds to the Company

were $ 102,000 , which will be used for working capital and other general corporate purposes.

The maturity date of the AJB Note is November

The AJB Note bears interest at 12 % per year, and principal and accrued interest is due on the maturity date.

may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 50,000 , payable in the form of 5,000,000

unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception.

and Disagreements with Accountants on Accounting and Financial 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-K

Item 8. Financial Statements and Supplementary Data