What changed in this filing

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Item 1. Financial Statements

2024-05-21 compared with 2024-03-08 · 677 added, 686 removed, 300 unchanged (82% of the section changed)

FINANCIAL STATEMENTS

DRIVEITAWAY HOLDINGS,

INDEX TO UNAUDITED

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Condensed Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and September 30, 2023

Condensed Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022 (Unaudited)

Condensed Consolidated Statements of Changes in

Stockholders’ Deficit for the three months ended December 31, 2023 and 2022 (Unaudited)

Condensed Consolidated Statements of Cash Flows for

the three months ended December 31, 2023 and 2022 (Unaudited)

HOLDINGS, INC.

TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and September 30, 2023

Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2024 and March 31, 2023 (Unaudited)

Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended March 31, 2024 and March 31,

2023 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2024 and March 31, 2023 (Unaudited)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

DriveItAway Holdings,

Condensed Consolidated

Balance Sheets

September 30,

Holdings, Inc.

Consolidated Balance Sheets

receivable, net

current assets

Restricted cash

Accounts receivable, net

Total current assets

Fixed assets, net

Intangible assets, net

Liabilities and Stockholders’ Deficit

and Stockholders’ Deficit

payable and accrued liabilities

interest – related parties

to related parties

notes payable, net of debt discount

notes payable, in default

notes payable - related parties, in default

notes payable, net of debt discount

Current Liabilities

Accounts payable and accrued liabilities

Accrued interest – related parties

Deferred revenue

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

Total Current Liabilities

SBA Loan - noncurrent

Convertible note payable - noncurrent, net of debt discount

Promissory notes payable - noncurrent

Total Liabilities

Commitments and Contingencies

Stockholders’ Deficit

Preferred stock, $ .0001 par value;

Loan - noncurrent

note payable - noncurrent, net of debt discount

notes payable - noncurrent

and Contingencies

Stockholders’

stock, $ .0001 par value;

10,000,000 shares authorized;

no shares issued and outstanding

Common stock, $ 0.0001 par value;

stock, $ 0.0001 par value;

1,000,000,000 shares authorized;

106,551,722 shares issued and 106,551,722 outstanding at December 31, 2023 and September 30, 2023, respectively

Additional paid in capital

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

Accumulated deficit

111,551,722 shares issued and 106,551,722 outstanding at March 31, 2024

and September 30, 2023, respectively

paid in capital

stock, at cost - 15,100 shares at March 31, 2024 and September 30, 2023

( 4,502,540 )

( 3,310,896 )

Total Stockholders’ Deficit

Stockholders’ Deficit

( 3,119,161 )

( 1,954,359 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Condensed Consolidated

Statements of Operations

Three Months Ended

Cost of Goods Sold

Gross Profit (Loss)

Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Holdings, Inc.

Consolidated Statements of Operations

of Goods Sold

Profit (Loss)

and payroll taxes

and administrative

and marketing

Operating Expenses

Salaries and payroll taxes

Professional fees

General and administrative

Software development

Advertising and marketing

Total Operating Expenses

Operating Loss

Other Income (Expenses)

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

Amortization debt discount

Interest expense

Interest expense - related parties

Total Other Income (Expense)

Loss Before Income Tax

Provision for income taxes

$ ( 715,429 )

$ ( 721,008 )

Net Loss Per Common Share

Basic and diluted net loss per common share

Basic and diluted weighted average number of common shares outstanding

Income (Expenses)

(loss) on change in fair value of derivative liability

debt discount

expense - related parties

Other Income (Expense)

Before Income Tax

for income taxes

Loss Per Common Share

and diluted net loss per common share

and diluted weighted average number of common shares outstanding

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Condensed Consolidated

Statement of Changes in Stockholders’ Deficit

Treasury Stock

Holdings, Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

the Three and Six Months Ended March 31, 2024

Stockholders’

Balance - September 30, 2023

$ ( 3,310,896 )

$ ( 1,954,359 )

Balance - December 31, 2023

$ ( 4,026,325 )

$ ( 2,669,788 )

Treasury Stock

- September 30, 2023

- December 31, 2023

stock issued in connection with promissory note

– March 31, 2024

the Three and Six Months Ended March 31, 2023

Stockholders’

Balance – September 30, 2022

$ ( 2,380,759 )

$ ( 1,099,222 )

Common stock issued in connection with promissory note

Stock based compensation

Balance – December 31, 2022

$ ( 3,101,767 )

$ ( 1,803,721 )

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings,

Condensed Consolidated

Statements of Cash Flows

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 715,429 )

$ ( 721,008 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Loss on change in fair value of derivative liability

Amortization and depreciation

Amortization of debt discount

Financing Fee

Changes in operating assets and liabilities:

Prepaid website development

Accounts receivable

Deferred revenue

Customer deposits

Accounts payable and accrued liabilities

Accrued liabilities- related party

Net Cash used in Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of intangible assets

Purchase of fixed assets

Net Cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible notes payable

Proceeds from promissory notes payable

Repayment of promissory notes payable

Debt issuance costs

Net Cash provided by Financing Activities

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

Non-cash Investing and Financing transactions:

Common stock in connection with promissory note

Recognition of derivative liability as debt discount

Prepaid expenses reclassified to website development

Reclassification of Promissory notes payable - related parties to Promissory notes payable

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

- September 30, 2022

stock issued in connection with promissory note

based compensation

- December 31, 2022

- March 31, 2023

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Holdings, Inc.

Consolidated Statements of Cash Flows

the Six Months Ended

FLOWS FROM OPERATING ACTIVITIES:

to reconcile net loss to net cash used in operating activities:

on change in fair value of derivative liability

and depreciation

of debt discount

in operating assets and liabilities:

to related party

payable and accrued liabilities

liabilities- related party

Cash used in Operating Activities

FLOWS FROM INVESTING ACTIVITIES:

of intangible assets

of fixed assets

Cash used in Investing Activities

FLOWS FROM FINANCING ACTIVITIES:

from convertible notes payable

from promissory notes payable – related parties

from promissory notes payable

on notes payable

of promissory notes payable

issuance costs

Cash provided by Financing Activities

change in cash and restricted cash

and restricted cash, beginning of period

and restricted cash, end of period

cash flow information

paid for interest

paid for taxes

Investing and Financing transactions:

stock in connection with promissory note

of derivative liability as debt discount

expenses reclassified to website development

Reclassification

of Promissory notes payable - related parties to Promissory notes payable

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Holdings, Inc.

to the Condensed Consolidated Financial Statements

1 – Organization, Description of Business and Going Concern

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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.

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

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

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

The Company’s

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

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

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.

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.

Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of

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

course of business.

During the period ended December 31, 2023, the Company had a net loss of $ 715,429 and cash used in operating

activities of $ 104,496 .

As of December 31, 2023, the Company had an accumulated deficit of $ 4,026,325 .

The Company has not established

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

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.

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

During the period ended March 31, 2024, the Company had a net loss of $ 1,191,644 and cash used in operating activities

of $ 248,617 .

As of March 31, 2024, the Company had an accumulated deficit of $ 4,502,540 .

The Company has not established sufficient revenue

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

The ability of the Company to continue

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

If the Company

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

These factors raise substantial doubt about its ability

to continue as a going concern.

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

Management’s plan to obtain

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traditional financing, such as loans;

and obtaining capital

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

However, management cannot provide

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

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.

and obtaining capital from

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

However, management cannot provide any assurance

that the Company will be successful in accomplishing this plan.

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

be obtainable on terms satisfactory to the Company.

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

from business operations.

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

The accompanying

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

The accompanying financial statements

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

Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

March 31, 2024

2 - Summary of Significant Accounting Policies

of Presentation

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

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

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

The accompanying interim financial

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

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

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

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

have been included.

Operating results for the three months ended December 31, 2023, are not necessarily indicative of the results

for the full year.

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

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

for the year ended September 30, 2023, contained in the Company’s Form 10K, as filed on March 8, 2024.

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”.

In the Company’s

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

results for the six months ended March 31,

2024 , are not necessarily indicative of the results for the full year.

While management

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

be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2023, contained

in the Company’s Form 10K, as filed on March 8, 2024.

of Consolidation

consolidated financial statements include the accounts of DriveItAway Holdings Inc.

and its wholly owned subsidiary DriveItAway, Inc.,

collectively referred to as the “Company”.

All inter-company balances and transactions are eliminated in consolidation.

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

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

inherent in these estimates and assumptions.

Foreign 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.

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 December 31, 2023, and

September 30, 2023, the Company had cash of $ 61,167

and $ 4,632 ,

and restricted cash of $ 0

and $ 18,559 ,

respectively and did not have any cash equivalents.

December 31, 2023 and September 30, 2023, the Company had $ 0 and $ 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 fees.

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.

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

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

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

As of March 31, 2024 , and September 30, 2023, the Company had cash of $ 9,215 and $ 4,632 ,

and restricted cash of $ 29,622 and $ 18,559 , respectively and did not have any cash equivalents.

of March 31, 2024, the Company had $ 29,622 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to

be used for future payment to third party payees.

As of September 30, 2023, 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 fees.

Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

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.

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 December 31, 2023, and September 30, 2023 are adequate, but actual write-offs could

exceed the recorded allowance.

As of December 31, 2023, and September 30, 2023 the balances in the allowance for doubtful accounts

assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives, currently seven ( 7 )

March 31, 2024

Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad

debt expense when deemed necessary.

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

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

of future potential recoverability.

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

The Company believes its allowances for doubtful accounts as of March 31, 2024 and September 30, 2023 are adequate, but actual write-offs could exceed the recorded allowance.

31, 2024 , and September 30, 2023 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.

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.

1 unchanged sentence

development are expensed as incurred.

Once an application has reached the development stage, internal and external costs, if direct

and incremental and deemed by management to be significant, are capitalized and amortized on a straight-line basis over their estimated

useful lives.

Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed

as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added

functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives.

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

statements of operations.

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

three ( 3 ) years.

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

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

functionality.

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

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 in service.

Company’s operating lease portfolio for the period ended December 31, 2023 and September 30, 2023, 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.

recognizes the lease payments for short-term leases on a straight-line basis over the lease term.

As of December 31, 2023, the

Company did not have leases that qualified as ROU assets.

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

Company’s operating lease portfolio for the period ended March 31, 2024 and September

30, 2023, 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.

has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term

The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term.

31, 2024 , the Company did not have leases that qualified as ROU assets.

Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

March 31, 2024

Value Measurements

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).

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

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

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

ASC 820 also establishes a fair value hierarchy

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

inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available

in the circumstances (unobservable inputs).

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

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

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

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

quoted prices for identical assets or liabilities in

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

or model-derived valuations in which significant

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

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

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

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

quoted prices for identical assets or liabilities in markets

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

or model-derived valuations in which significant inputs are

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

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

of the fair value of the assets or liabilities.

carrying 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.

All financial assets and liabilities are approximate to their fair

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 December 31, 2023 using:

December 31, 2023

Fair Value Measurements at March 31, 2024 using:

March 31, 2024

Quoted Prices in Active Markets for Identical Assets (Level 1)

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Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs

Significant Unobservable Inputs (Level 3)

Derivative Liabilities

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

Derivative 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

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.

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.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

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 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.

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.

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.

through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry.

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

During the periods ended December 31, 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”).

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

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.

Vehicles 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;

The Company’s

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

for all periods presented.

The Company, through its DriveItAway online/app-based platform (“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.

During the periods

ended March 31, 2024 and 2023, 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”).

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.

Vehicles 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.

1 unchanged sentence

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

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.

The 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.

This payment is a type of revenue.

The Company pays the insurance

company providing the coverage.

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.

The 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.

This payment is a type of

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

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.

No revenue 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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

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.

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.

No revenue 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.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

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 December 31, 2023 and September

30, 2023 refundable deposits were $ 1,339 and $ 2,234 and deferred revenue was $ 4,967 and $ 7,233 , 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

31, 2024 and September 30, 2023 refundable deposits were $ 1,339 and $ 2,234 and deferred revenue was $ 4,967 and $ 7,233 , respectively.

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.

Stock-Based Compensation

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

The fair value of restricted stock awards is

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

The fair value of stock options

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

is recognized as compensation cost over the requisite service period.

We have elected to recognize compensation expense for all

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

The determination of fair value

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

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

Advertising and Marketing Costs

Advertising and marketing costs are expensed

The Company incurred advertising and marketing costs for the three months ended December 31, 2023 and 2022 of $ 176 and

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

The fair value of restricted stock awards

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

The fair value of stock options is

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

as compensation cost over the requisite service period.

We have elected to recognize compensation expense for all options with graded

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

The determination of fair value using the Black-Scholes

pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including

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

and Marketing Costs

and marketing costs are expensed as incurred.

The Company incurred advertising and marketing costs for the six months ended

March 31, 2024 and 2023 of $ 2,069

and $ 38,451 ,

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

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

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

stock, warrants and stock option.

For the periods ended December 31, 2023, and December 31, 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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

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

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

warrants and stock option.

For the periods ended March

31, 2024 and 2023, 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 anti-dilutive shares

Convertible notes

Holdings, Inc.

to the Condensed Consolidated Financial Statements

Reclassification

Certain accounts from prior periods have been

reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In 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.

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.

accounts from prior periods have been reclassified to conform to the current period presentation.

Accounting Pronouncements

the period from October 2023 through April 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

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.

As of December 31, 2023 and September 30, 2023,

the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand, in the amount of $ 25,080 for

this activity.

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 8).

During the three months ended December 31, 2023 the

Company reclassified one of these promissory notes with a value of $ 7,500

from Promissory notes payable – related party to Promissory notes payable due the note holder, a former director, no longer

being considered a related party.

As of December 31, 2023 and September 30, 2023, the amount due to related parties for Promissory

notes payable was $ 42,500

and $ 50,000 ,

respectively.

During the three months ended December 31,

2023 and 2022, the Company recorded related party interest expense of $ 2,654 and $ 0 respectively.

As of December 31, 2023 and September 30, 2023,

the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 42,500 and $ 50,000 respectively,

and owed unpaid interest of $ 6,812 and $ 4,918 , respectively.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

and Repayments

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.

of March 31, 2024 and September 30, 2023, the Company owed related parties for an unsecured,

non-interest-bearing advance, payable on demand, in the amount of $ 25,080 .

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 1, 2028 ( 5 years).

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

During the six months ended March 31, 2024 the Company reclassified one of these promissory

notes with a value of $ 7,500 from Promissory notes payable – related party to Promissory notes payable due the note holder, a former

director, no longer being considered a related party.

As of March 31, 2024 and September

30, 2023, the amount due to related parties for Promissory notes payable was $ 42,500 and $ 50,000 , respectively.

the six months ended March 31, 2024 and 2023, the Company recorded related party interest

expense of $ 4,478 and $ 626 respectively.

of March 31, 2024 and September 30, 2023, the Company had defaulted on the promissory notes

payable with aggregate outstanding principal of $ 42,500 and $ 50,000 respectively, and owed unpaid interest of $ 8,636 and $ 4,918 , respectively.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

4 – Fixed and Intangible Assets

The following

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

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

Schedule of fixed assets

3 unchanged sentences

Vehicles, net

expense for the three months ended December 31, 2023, and December 31, 2022, was $ 8,099 and $ 7,199 , respectively.

The following

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

expense for the six months ended March 31, 2024 and 2023, was $ 16,064 and $ 16,065 , respectively.

following table summarizes the components of our intangible assets as of the dates presented:

Schedule of intangible assets

2 unchanged sentences

Accumulated depreciation

expense for the three months ended December 31, 2023, and 2022, was $ 1,372 and $ 454 , respectively.

Note 5 – Equity

has authorized one billion ( 1,000,000,000 ) shares of common stock having a par value of $ 0.0001 per share, and ten million

expense for the six months ended March 31, 2024 and 2023, was $ 2,714 and $ 1,815 , respectively.

Company has authorized one billion ( 1,000,000,000 ) shares of common stock having a par value of $ 0.0001 per share, and ten million

( 10,000,000 ) shares of preferred stock having a par value of $0 .0001 per share.

All or any part of the capital stock may be

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

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

obtain the advice of the stockholders.

All or any part of the capital stock may be issued

by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors,

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

stockholders.

A Preferred Stock

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

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.

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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

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.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

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.

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

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

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

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

of Series A Preferred Stock.

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

including the Common Stock.

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

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

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

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 Rights :

2 unchanged sentences

Conversion Right :

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

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

the three months ended December 31, 2023 and 2022 there were no issuances of the Series A Preferred shares.

December 31, 2023 and September 30, 2023, the Company had no shares of Series

A Preferred stock outstanding.

the three months ended December 31, 2023, no common stock was issued.

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

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

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

the six months ended March 31, 2024 and 2023 there were no

issuances of the Series A Preferred shares.

of March 31, 2024 and September 30, 2023, the Company had no shares

of Series A Preferred stock outstanding.

the six months ended March 31, 2024, the Company issued 5,000,000 shares of common stock valued at $ 26,842 for commitment fees in conjunction

with the issuance of a promissory note of $ 140,000 .

the six months ended March 31, 2023, the Company had the following common stock activity:

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

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

As of December 31, 2023, and

September 30, 2023, the Company had 106,551,722 common shares issued.

records treasury stock at cost.

of March 31, 2024, and September 30, 2023, the Company had 111,551,722 and 106,551,722 common shares issued, respectively.

Company records treasury stock at cost.

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

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

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 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.

As of March 31, 2024, and September 30, 2023 the Company had 15,100 shares of treasury stock valued at $ 18,126 .

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 24, 2027 .

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

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

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.

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

Holdings, Inc.

to the Condensed Consolidated Financial Statements

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.

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.

expire in June 2027 .

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

for $ 0.30 per share.

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.

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 24, 2027 ( 4 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.

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

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

and were assigned a value of $ 4,074 which was recorded as a derivative liability and debt discount.

The warrants expire in November 2027 .

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 24, 2027 ( 4 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.

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

As a result of the Company’s

equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 3,837 which

was recorded as a derivative liability and debt discount.

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 exercisable 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.

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:

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

the stock price in the future, and the dividend rate.

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

value measurement (see Note 8).

of warrant activity during the three months ended December 31, 2023, is as follows:

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.

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.

is exercisable 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.

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 8).

summary of warrant activity during the six months ended March 31, 2024, is as follows:

Schedule of warrant activity

Weighted-Average

Exercise Price

Balance as of September 30, 2023

Balance as of December 31, 2023

*5,000,000 warrants issued on December 15,

2023 do not have an expiration date.

The intrinsic

value of the warrants as of December 31, 2023, is $ 234,950 .

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

Note 6 – Notes

On June 3, 2020, the Company

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

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

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

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

and matures on June 7, 2050 .

During the three months ended December 31, 2023, and 2022, the Company recorded interest

expense of $ 1,084 and $ 1,074 , respectively, on the SBA Loan and as of December 31, 2023, and September 30, 2023, the accrued interest

on the SBA Loan was $ 6,166 and $ 6,780 , respectively.

As of December 31, 2023, and September 30, 2023 the outstanding principal

of SBA Loan was $ 114,700 .

The following represents the future aggregate

maturities of the Company’s SBA Loan as of December 31, 2023, for each of the five (5) succeeding years and thereafter as

Balance as of March 31, 2024

warrants issued on December 15, 2023 do not have an expiration date.

intrinsic value of the warrants as of March 31, 2024, is $ 173,799 .

All of the outstanding warrants are exercisable as of March 31, 2024.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

6 – Notes Payable

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

On August 12, 2021, the loan increased to

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

The SBA Loan requires payments starting 30 months from the initial

funding date and matures on June 7, 2050 .

During the six months

ended March 31, 2024 and 2023, the Company recorded interest expense of $ 2,157 and $ 2,134 ,

respectively, on the SBA Loan and as of March 31, 2024 and September 30, 2023, the accrued

interest on the SBA Loan was $ 5,523 and $ 6,780 , respectively.

As of March 31, 2024 and September

30, 2023 the outstanding principal of SBA Loan was $ 114,700 .

following represents the future aggregate maturities of the Company’s SBA Loan as of March

31, 2024 , for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate

1 unchanged sentence

2024 (remaining)

Promissory Notes Payable,

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 March 1, 2028 (5 year).

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

accounting and were assigned a value of $ 767 which was recorded as a derivative liability and debt discount (see Note 8).

the three months ended December 31, 2023 and 2022, the Company recorded interest expense of $ 639 and $ 0 , respectively.

As of December

31, 2023, and September 30, 2023, the accrued interest on the promissory note was $ 1,908 and $ 1,269 .

As of December 31, 2023, and

September 30, 2023 the outstanding principal of Promissory Notes Payable was $ 12,500 .

As of December 31, 2023, the Company had

defaulted on the promissory note payable.

During the three months ended December

31, 2023, the Company reclassified a promissory note entered on March 1, 2023 with a value of $ 7,500 , with interest bearing 15 %

per annum, maturity date 120 days from issuance (June 30, 2023) and issuance of 15,000 warrants with exercise price of $ 0.05 that

expire on March 1, 2028 (5 year), from Promissory notes payable – related party to Promissory notes payable due the note

holder, a former director, no longer being considered a related party.

As a result of the Company’s equity environment being

tainted the warrants qualified for derivative accounting and were assigned a value of $ 460 which was recorded as a derivative liability

and debt discount (see Note 8).

During the three months ended December 31, 2023 and 2022, the Company recorded interest expense

of $ 384 and $ 0 , respectively.

As of December 31, 2023, and September 30, 2023, the accrued interest on the promissory note was

$ 1,145 and $ 761 .

As of December 31, 2023, and September 30, 2023, the total outstanding principal of the promissory note payable

was $ 7,500 .

As of December 31, 2023, the Company had defaulted on the promissory note payable.

Notes Payable, in Default

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 March

1, 2028 (5 year).

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

and were assigned a value of $ 767 which was recorded as a derivative liability and debt discount (see Note 8).

During the six months

ended March 31, 2024 and 2023, the Company recorded interest expense of $ 1,271 and $ 156 , respectively.

As of March 31, 2024 and September

30, 2023, the accrued interest on the promissory note was $ 2,540 and $ 1,269 , respectively.

As of March 31, 2024 and September 30, 2023

the outstanding principal of Promissory Notes Payable was $ 12,500 .

As of March 31, 2024, the Company had defaulted on the promissory

note payable.

the six months ended March 31, 2024 , the Company reclassified a promissory note entered

on March 1, 2023 with a value of $ 7,500 , with interest bearing 15 % per annum, maturity date 120 days from issuance (June 30, 2023) and

issuance of 15,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028 (5 year), from Promissory notes payable –

related party to Promissory notes payable due the note holder, a former director, no longer being considered a related party.

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

$ 460 which was recorded as a derivative liability and debt discount (see Note 8).

During the six months ended March

31, 2024 and 2023 , the Company recorded interest expense of $ 763 and $ 94 , respectively.

31, 2024 and September 30, 2023, the accrued interest on the promissory note was $ 1,525 and $ 761 , respectively.

31, 2024 and September 30, 2023, the total outstanding principal of the promissory note payable was $ 7,500 .

of March 31, 2024, the Company had defaulted on the promissory note payable.

Notes Payable

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 December 31, 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.

May 1, 2023 the Company executed a note payable with a face amount of $ 35,982 from a lender.

Under the terms of

the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the May 2023 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

The Company received net proceeds of $ 32,300 and the $ 3,685 of fixed fees were recorded as debt discount.

As of March 31, 2024,

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.

Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

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

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.

During the three months

ended December 31, 2023, the Company amortized $ 1,034 of the debt discount and made repayments of $ 28,278 .

This resulted in a debt

discount balance of $ 4,827 and a principal balance of $ 21,669 , for a net notes payable balance of $ 16,842 as of December 31, 2023.

following represents the future aggregate maturities as of December 31, 2023 of the Company’s Promissory Notes Payable:

March 31, 2024

August 15, 2023 the Company executed a second note payable with the same lender 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.

During the six months ended March 31, 2024, the Company amortized the full $ 6,206

of the debt discount and made repayments of $ 53,132 , and rolled $ 6,856 of

the notes principal still due into a third note (see below), therefore the loan was considered paid in full as of March 31, 2024 .

February 22, 2024, the Company executed a third note payable with the same lender with a face amount of $ 57,474 .

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 $ 57,474

(including fixed fees of $ 5,974

or approximately 10% of the note amount).

The Company received net proceeds of $ 44,644

after paying off the August 15, 2023 note and rolling $ 6,856

of its balance into the February 22, 2024 note and recording the $ 5,974

of fixed fees as a debt discount.

During the six months ended March 31, 2024, the Company amortized $ 414

of the debt discount and made repayments of $ 10,041 .

This resulted in a debt discount balance of $ 5,560

and a principal balance of $ 47,433 ,

for a net notes payable balance of $ 41,873

as of March 31, 2024.

following represents the future aggregate maturities as of March 31, 2024 of the Company’s Promissory Notes Payable:

Schedule of future aggregate maturities

2 unchanged sentences

7 – Convertible Notes Payable

Investments, LLC Note

Capital Investments, LLC Note

Effective February

33 unchanged sentences

to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

Holdings, Inc.

to the Condensed Consolidated Financial Statements

Also pursuant to the

55 unchanged sentences

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

Holdings, Inc.

to the Condensed Consolidated Financial Statements

The note is convertible

17 unchanged sentences

to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

On December 15, 2023,

in conjunction with the issuance of this promissory note of $ 195,000 , the Company also issued to AJB common stock purchase warrants

(the “ December 2023 warrants”) to purchase 5,000,000 shares of the Company’s common stock for a nominal exercise

price of $ 0.00001 per share.

The December 2023 warrants may be 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, with corresponding amounts

of $ 150,750 was allocated to debt discount and the difference between the fair value of the December 2023 warrants and the net

proceeds received of $ 98,202 was recognized as interest expense.

During the three months ended December 31, 2022, the Company recorded

interest expense of $ 23,000 , additional debt discount of $ 1,509 , amortization of debt discount of $ 794 , a gain on change of derivative

On December 15, 2023, in

conjunction with the issuance of this promissory note of $ 195,000 ,

the Company also issued to AJB common stock purchase warrants (the “December 2023 warrants”) to purchase 5,000,000

shares of the Company’s common stock for a nominal exercise price of $ 0.00001

The December 2023 warrants may be exercised at any time on or after December 15, 2023 and until the warrant is exercised

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.

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, with corresponding amounts of $ 150,750

was allocated to debt discount and the difference between the fair value of the December 2023 warrants and the net proceeds received

was recognized as interest expense.

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, totaling $ 10,000 .

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.

maturity date of the AJB Note is November 23, 2024 .

The AJB Note bears interest at 12 % 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.

pursuant to the SPA, the Company paid to 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.

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

expense of $ 46,888 , additional debt discount of $ 26,478 , amortization of debt discount of $ 13,387 , a loss on change in fair value of derivative

liability of $ 2,791 for the guarantee and warrants and repaid $ 31,042 of interest.

During the three months

ended December 31, 2023, the Company recorded interest expense of $ 27,460 , additional debt discount of $ 197,222 , amortization of

debt discount of $ 19,070 , and a loss on change in fair value of derivative liability of $ 252,194 for the guarantee and warrants.

As of December 31, 2023 and September 30, 2023, the derivative liability was $ 502,083 and $ 663 for the guarantee and warrants,

the debt discount recorded on the note was $ 178,152 and $ 0 , the note payable principal was $ 1,077,222 and $ 860,000 , and the Company

owed accrued interest of $ 96,022 and $ 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 three months ended December 31, 2023 and the AJB note was not

convertible as of December 31, 2023.

the six months ended March 31, 2024, the Company recorded interest expense of $ 60,832 , additional debt discount of $ 262,064 , amortization

of debt discount of $ 125,326 , and a loss on change in fair value of derivative liability of $ 414,351 for the guarantee and warrants.

of March 31, 2024 and September 30, 2023, the derivative liability was $ 664,240 and $ 663 for the guarantee and warrants, the debt discount

recorded on the note was $ 136,738 and $ 0 , the note payable principal was $ 1,217,222 and $ 860,000 , and the Company owed accrued interest

of $ 129,394 and $ 68,562 .

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 six months ended March 31, 2024 and the AJB note was not convertible

as of March 31, 2024.

Convertible Notes

16 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

March 31, 2024

June 2022, the Company sold a total of $ 250,000 worth of Units to U.S.

19 unchanged sentences

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

the three months ended December 31, 2022, the Company recorded interest expense of $ 13,614 , and amortization of debt discount of

the three months ended December 31, 2023, the Company recorded interest expense of $ 17,250 , paid interest of $ 0 and amortization

of debt discount of $ 15,302 .

As of December 31, 2023, and September 30, 2023, the debt discount recorded on the notes was $ 36,324 and

$ 51,626 , resulting in a net note payable balance of $ 413,677 and $ 398,374 , respectively.

As of December 31, 2023, and September

30, 2023, the Company owed accrued interest of $ 80,313 and $ 63,063 , respectively.

The following represents the future aggregate maturities of the

Company’s Convertible Notes Payable as of December 31, 2023 for each of the five (5) succeeding years and thereafter as follows:

the six months ended March 31, 2023 ,

the Company recorded interest expense of $ 30,291 ,

paid interest of $ 13,125 and amortization of debt discount of $ 27,637 .

the six months ended March 31, 2024 ,

the Company recorded interest expense of $ 34,313 , paid interest of $ 0 and amortization of debt discount of $ 30,451 .

31, 2024 and September 30, 2023, the debt discount recorded on the notes was $ 21,175 and $ 51,626 ,

respectively, resulting in a net note payable balance of $ 428,825 and $ 398,374 , respectively.

As of March 31, 2024 and

September 30, 2023, the Company owed accrued interest of $ 97,375 and $ 63,063 , respectively.

The following

represents the future aggregate maturities of the Company’s Convertible Notes Payable as of March 31, 2024 for each of the five

(5) succeeding years and thereafter as follows:

Schedule of future aggregate maturities

2 unchanged sentences

8 – Derivative Liabilities

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

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

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.

1 unchanged sentence

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

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

the fair values at inception and as of December 31, 2023.

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 March 31, 2024 .

The Black-Scholes model requires six basic data inputs:

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 three months ended December 31, 2023, and year ended

September 30, 2023:

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial

December 31, 2023

the exercise or strike price, time to expiration, the risk-free interest rate,

the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could

produce a significantly higher or lower fair value measurement.

The following assumptions were used in the Black-Scholes model during

the six months ended March 31, 2024 , and year ended September 30, 2023:

Holdings, Inc.

to the Condensed Consolidated Financial Statements

Schedule of assumptions used

Three months ended

Six months ended

September 30,

3 unchanged sentences

Expected average volatility

188 % - 372 %

111 % - 372 %

Expected dividend yield

2 unchanged sentences

3.93 % - 5.03

5,000,000 warrants issued on December 15, 2023 do not have an expiration

As of December 31, 2023, the estimated fair values of the liabilities

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

5,000,000 warrants

issued on December 15, 2023 do not have an expiration date.

As of March 31,

2024, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):

Schedule of estimated fair values of the liabilities

10 unchanged sentences

Warrants issued on December 15, 2023

Derivative liability balance - December 31, 2023

The following table provides a summary of changes

in fair value of the Company’s Level 3 financial liabilities during the three months ended December 31, 2023:

Derivative liability balance - March 31, 2024

following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities during the six months

ended March 31, 2024:

Schedule of changes

3 unchanged sentences

Loss on change in fair value of the derivative

Derivative liability balance - December 31, 2023

Note 9 – Subsequent

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 events.

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.

Company 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.

Derivative liability balance - March 31, 2024

9 – Subsequent Events

On March 1, 2024, DIA Leasing, LLC.

(the “Borrower”),

a direct wholly owned subsidiary of DriveitAway Holdings, Inc.

(“DWAY”), closed a $ 2,000,000 line of credit facility (the

“Credit Facility”) with an investor (the “Lender”).

In connection with the Credit Facility, a credit agreement,

promissory note, security agreement and several related ancillary agreements were entered into by the parties.

Credit Agreement

Pursuant to the Credit Agreement dated May 1, 2024

(the “Credit Agreement”), among the Borrower and the Lender, the Lender agreed to make revolving loans (the “Loans”)

to the Borrower and to issue letters of credit on behalf of the Borrower.

The Lender committed to provide up to $ 250,000 of Loans and

up to $ 2,000,000 of letters of credit.

The Borrower must use the letters of credit and the proceeds of Loans only for the purchase of

motor vehicles to be used in the course of the Borrower’s business.

As of the date hereof, there are no Loans or letters of credit

outstanding under the Credit Agreement.

The Borrower will pay a commitment fee to the Lender equal to 2.0 % of the available commitments.

DWAY is a guarantor on the Loans.

Promissory Note

Pursuant to the Promissory Note (the “Note”)

dated May 1, 2024, Borrower promises to pay Lender the principal sum of Two Million Dollars and 00/100 ($2,000,000.00), or so much thereof

as may be disbursed to, or for the benefit of the Borrower, for the sole purpose of purchasing new motor vehicles for use in Borrower’s

Disbursements shall be at the sole discretion of the Lender.

The unpaid principal of this line of credit shall bear simple interest

at the rate of fifteen percent (15%) per annum.

Interest shall be calculated based on the principal balance as may be adjusted from time

to time to reflect additional advances.

Each advance of principal shall be called a “Draw”.

Each Draw shall be in an amount no greater than Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00).

The eight Draws may be taken

at any time over the 180 days following execution of the Note.

Each Draw will be paid over a period of eighteen (18) months from the date

that the funds for each Draw are disbursed to Borrower.

During the first three (3) months after disbursement, Borrower shall make payments

of interest only on the funds disbursed.

From month four (4) through month seventeen (17), Borrower shall make payments of principal and

interest based on an amortization of forty-eight (48) months.

On month eighteen (18) all outstanding principal and unpaid interest shall

be paid in full.

All payments are due on first day of the month following disbursement.

The Borrower shall be in default of this Note on the

occurrence of any of the following events:

(i) the Borrower shall fail to meet its obligation to make the required principal or interest

payments hereunder or any term contained in the Loan Documents.

(ii) the Borrower shall be dissolved or liquidated;

(iii) the Borrower

shall make an assignment for the benefit of creditors or shall be unable to, or shall admit in writing their inability to pay their debts

as they become due;

(iv) the Borrower shall commence any case, proceeding, or other action under any existing or future law of any jurisdiction

relating to bankruptcy, insolvency, reorganization or relief of debtors, or any such action shall be commenced against the undersigned;

(v) the Borrower shall suffer a receiver to be appointed for it or for any of its property or shall suffer a garnishment, attachment,

levy or execution.

Upon default of this Note, Lender may declare the entire amount due and owing hereunder to be immediately due and payable.

Security Agreement

Pursuant to a Security Agreement dated May 1, 2024,

all vehicles purchased shall be titled in the name of Borrower, and Borrower consents to a lien in favor of Lender on the title to each

vehicle purchased.

Lender shall only be required to release the lien on each vehicle once Lender has received payment in full of all principal,

interest, and any other sums due on the Draw through which the vehicle was purchased.

As further consideration for the credit facility, DWAY

issued Lender a prefunded warrant (the “Warrant”) for the purchase of up to 5,000,000 shares of DWAY’s common stock.

On May 21, 2024, AJB advanced

$ 27,440 to a vendor on behalf of the Company.

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

What changed 10-Q

Item 1. Financial Statements