What changed in this filing

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Item 1. Financial Statements

2024-08-26 compared with 2024-05-21 · 1081 added, 814 removed, 163 unchanged (92% of the section changed)

FINANCIAL STATEMENTS

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)

DRIVEITAWAY HOLDINGS, INC.

INDEX TO UNAUDITED INTERIM

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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

Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2024 and June 30, 2023 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended June 30, 2024 and June 30, 2023 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and June 30, 2023 (Unaudited)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Holdings, Inc.

Consolidated Balance Sheets

receivable, net

DriveItAway Holdings, Inc.

Condensed Consolidated

Balance Sheets

September 30,

Current assets

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

Restricted cash

Accounts receivable, net

Prepaid expenses

Total current assets

Deferred financing costs, net

Fixed assets, net

Intangible assets, net

Liabilities and Stockholders’ Deficit

Current Liabilities

Loan - noncurrent

note payable - noncurrent, net of debt discount

notes payable - noncurrent

and Contingencies

Stockholders’

stock, $ .0001 par value;

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

Convertible notes payable in default

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, $ 0.0001 par value;

10,000,000 shares authorized;

no shares issued and outstanding

stock, $ 0.0001 par value;

Common stock, $ 0.0001 par value;

1,000,000,000 shares authorized;

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 )

Stockholders’ Deficit

( 3,119,161 )

( 1,954,359 )

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

113,301,722 shares issued and 106,551,722 outstanding at June 30, 2024 and September 30, 2023, respectively

Additional paid in capital

Treasury stock, at cost - 15,100 shares at June 30, 2024 and September 30, 2023

Accumulated deficit

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings, Inc.

Condensed Consolidated

Statements of Operations

Three Months Ended

Nine Months Ended

Cost of Goods Sold

Gross Profit (Loss)

Operating Expenses

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.

Holdings, Inc.

Consolidated Statement of Changes in Stockholders’ Deficit

the Three and Six Months Ended March 31, 2024

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)

Income / (Loss) Before Income Tax

Provision for income taxes

Net Income (Loss)

Net Income (Loss) Per Common Share

Basic and diluted net income (loss) per common share

Basic and diluted weighted average number of common shares outstanding

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings, Inc.

Condensed Consolidated

Statement of Changes in Stockholders’ Deficit

For the Nine Months Ended June 30, 2024

Treasury Stock

Stockholders’

- 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

Balance - September 30, 2023

Balance - December 31, 2023

Common stock issued in connection with promissory note

Balance – March 31, 2024

Common stock issued in connection with promissory note

Common stock issued for cash

Balance – June 30, 2024

For the Nine Months Ended June 30, 2023

Treasury Stock

Stockholders’

- 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

Balance - September 30, 2022

Common stock issued in connection with promissory note

Stock based compensation

Balance - December 31, 2022

Balance – March 31, 2023

Balance - June 30, 2023

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

DriveItAway Holdings, Inc.

Condensed Consolidated

Statements of Cash Flows

For the Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Stock-based compensation

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

Amortization and depreciation

Financing Fee

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expenses

Due to related party

Accounts receivable

Customer deposits

Deferred revenue

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 the sale of common stock for cash

Proceeds from promissory notes payable – related parties

Proceeds from notes payable

Proceeds from promissory debt

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

Debt discount in connection with original issue discount notes

Deferred offering costs in connection with promissory note

Amortization of deferred offering costs to debt discount

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 Statements

June 30, 2024

1 – Organization, Description of Business and Going Concern

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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 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

such resources for the Company includes:

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.

On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida limited liability company , which is a wholly owned subsidiary .

DIA is a national

dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive

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

DIA provides a comprehensive turnkey, solutions driven program with proprietary

mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging

online sales opportunities.

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

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

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

The Company’s

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

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

During the period ended June 30, 2024, the Company had a net loss of $ 1 , 721,293

and cash used in operating activities of $ 362,766 .

As of June 30, 2024, the Company had an accumulated deficit of $ 5,032,189 .

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

The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses

until it becomes profitable.

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

These factors

raise substantial doubt about its ability to continue as a going concern.

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

Management’s plan to obtain such resources

for the Company includes:

sales of equity instruments;

traditional financing, such as loans;

and obtaining capital from

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

However, management cannot provide any assurance

that the Company will be successful in accomplishing this plan.

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.

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

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.

Holdings, Inc.

The accompanying financial statements do not include

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

2 - Summary of Significant Accounting Policies

June 30, 2024

Note 2 - Summary

of Significant Accounting Policies

of Presentation

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

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.

4 unchanged sentences

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

results for the nine months ended June 30, 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”.

Basis of Consolidation

The consolidated financial statements include the accounts of DriveItAway Holdings

and its wholly owned subsidiary DriveItAway, Inc., and its wholly owned subsidiary DIA Leasing, LLC collectively referred to as the

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

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.

The preparation

of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements

and the reported amounts of revenues and expenses during the reporting period.

The significant estimates and assumptions made by management

include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments.

Actual results could

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

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.

30, 2024 , and September 30, 2023, the Company had cash of $ 3,422 and $ 4,632 , and restricted cash of $ 0 and $ 18,559 , respectively

and did not have any cash equivalents.

Restricted Cash

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.

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

During the nine months ended June 30, 2024, the restrictions on the cash

were released and the funds were expended.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

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.

June 30, 2024

Accounts Receivable

The Company reviews accounts receivable periodically

for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the

aging of the accounts receivable balances combined with management’s estimate of future potential recoverability.

Accounts and receivables

are written off against the allowance after all attempts to collect a receivable have failed.

The Company believes its allowances for

doubtful accounts as of June 30, 2024 and September 30, 2023 are adequate, but actual write-offs

could exceed the recorded allowance.

As of June 30, 2024 , and September 30, 2023 the balances

in the allowance for doubtful accounts was $ 0 .

Fixed 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.

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

disposed asset.

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

intangible assets include website and software development costs.

The costs incurred in the preliminary stages of website and software

development are expensed as incurred.

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

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

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

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

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

Amortization expense related to

capitalized website and software development costs is included in operating expenses in our consolidated statements of operations.

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

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

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

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

Construction-in-progress

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

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.

Intangible Assets

Our intangible assets include

website and software development costs.

The costs incurred in the preliminary stages of website and software development are expensed

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.

and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs

relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs

are capitalized and amortized on a straight-line basis over the estimated useful lives.

Amortization expense related to capitalized website

and software development costs is included in operating expenses in our consolidated statements of operations.

Capitalized development activities

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

The estimated

useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development

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

We remove fully amortized website

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

Construction-in-progress primarily

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

The Company’s operating

lease portfolio for the period ended June 30, 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.

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

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

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

straight-line basis over the lease term.

As of June 30, 2024, the Company did not have leases that qualified as ROU assets.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

Value Measurements

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:

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

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

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

quoted prices for identical assets or liabilities in markets

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

or model-derived valuations in which significant inputs are

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

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

June 30, 2024

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

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

an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes

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

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

(unobservable inputs).

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

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

levels of the fair value hierarchy are described below:

Level 1 applies

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

Level 2 applies

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

prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient

volume or infrequent transactions (less active markets);

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

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

Level 3 applies

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

of the fair value of the assets or liabilities.

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 value.

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 value.

Derivative liabilities are valued at Level 3.

Schedule of fair value of financial assets and liabilities

Fair Value Measurements at March 31, 2024 using:

March 31, 2024

of fair value of financial assets and liabilities

Fair Value Measurements at June 30, 2024 using:

June 30, 2024

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

8 unchanged sentences

Derivative Liabilities

Holdings, Inc.

to the Condensed Consolidated Financial Statements

Financial Instruments

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Derivative Financial Instruments

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore

7 unchanged sentences

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.

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.

Costs related to rental revenue

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

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.

The Black-Scholes option valuation model was used

to estimate the fair value of the embedded conversion options and warrants.

The model includes subjective input assumptions that can materially

affect the fair value estimates.

Revenue Recognition

The Company’s revenue is recognized in accordance

with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented.

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

During the periods ended June

30, 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”).

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 recognizes rental revenue ratably over the contract term.

Costs related to rental revenue include depreciation for Company

owned vehicles and monthly lease payments when the vehicles are leased from a leasing 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.

This is a cost of goods sold.

The Company also allows for drivers

to bring their own insurance.

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

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

The Company acts as trustee in collecting installments and transferring

them to the finance company.

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

because the Company acts as an agent in these transactions.

Lastly, in markets where the Company cannot support this program, drivers

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

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.

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.

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.

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.

The Company also allows for drivers to bring their own insurance.

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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Initial non-refundable fees

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

Miscellaneous charges

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

when the credit card charge goes through.

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

or applied to their account for fees incurred.

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

overlap a reporting date and relate to usages after that date.

As of June 30, 2024 and September

30, 2023 refundable deposits were $ 1,339 and $ 2,234 and deferred revenue was $ 759 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 is to collect and

remit payments through its credit card processors.

Stock-Based Compensation

The Company recognizes compensation expense for all

restricted stock awards and stock options.

The fair value of restricted stock awards is measured using the grant date fair value of our

stock, as determined by the Board of Directors.

The fair value of stock options is estimated at the grant date using the Black-Scholes

option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service

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

period of the entire option.

The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well

as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred.

The Company incurred advertising and marketing costs for the nine months ended June 30, 2024 and

2023 of $ 4,288 and $ 38,838 , respectively.

The provision for income taxes and deferred income

taxes are determined using the asset and liability method.

Deferred tax assets and liabilities are determined based on temporary differences

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

the temporary differences are expected to reverse.

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

assets, if any, will be recovered.

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

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

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

Loss per Share of Common Stock

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

The Company calculates net loss per share

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

average number of common shares outstanding during the period.

Diluted earnings per share of common stock are computed by dividing net

earnings by the weighted average number of shares and potential shares outstanding during the period.

Potential shares of common stock

consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option.

shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt and warrants.

For the periods ended

June 30, 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 computation of anti-dilutive

Convertible notes

Holdings, Inc.

to the Condensed Consolidated Financial Statements

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Reclassification

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.

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 August 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.

Related Party Transactions

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

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

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 June 30,

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 .

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 1, 2028 ( 5 years).

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 nine months ended June

30, 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.

30, 2024 and September 30, 2023, the amount due to related parties for Promissory notes payable was $ 42,500 and $ 50,000 , respectively.

During the nine months ended June

30, 2024 and 2023, the Company recorded related party interest expense of $ 6,627 and $ 2,522 respectively.

As of June 30,

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 $ 10,784 and $ 4,918 , respectively.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Note 4 – Fixed

and Intangible Assets

The 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 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:

Vehicles with

a net book value of $ 94,437 are pledged as collateral on a line of credit with an investor.

expense for the nine months ended June 30, 2024 and 2023, was $ 24,430 and $ 24,141 , respectively.

During the nine months ended June

30, 2024 and 2023, the Company purchased vehicles of $ 94,837 and $ 67,039 , respectively.

The 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 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

expense for the nine months ended June 30, 2024 and 2023, was $ 4,056 and $ 3,172 , respectively.

During the nine months ended June

30, 2024 and 2023, the Company incurred website development costs of $ 0 and $ 16,331 , 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 ( 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

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

A Preferred ”).

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

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

Preferred Stock has the following rights and preferences:

The Series A Preferred Stock has the following

rights and preferences:

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

1 unchanged sentence

record date of the dividend declared on the Common Stock.

Holdings, Inc.

to the Condensed Consolidated Financial Statements

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

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

1 unchanged sentence

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.

Voting Rights :

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

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

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

Each holder of Series A Preferred Stock shall also

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

Conversion Rights :

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

of the holder thereof.

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

the holder thereof.

Conversion Right :

1 unchanged sentence

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:

During the nine

months ended June 30, 2024 and 2023 there were no issuances of the Series A Preferred shares.

As of June 30,

2024 and September 30, 2023, the Company had no shares of Series A Preferred stock

During the nine

months ended June 30, 2024, the Company:

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

1,000,000 shares of common stock valued at $ 100 for commitment fees in conjunction with the

issuance of a promissory note in the amount of $ 63,000

● issued 750,000 shares

of common stock to a private investor for gross proceeds of $ 15,000

the nine months ended June 30, 2023, the Company had the following common stock activity:

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.

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 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.

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 June 30,

2024, and September 30, 2023, the Company had 113,301,722 and 106,551,722 common shares issued, respectively.

records treasury stock at cost.

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

As of June 30, 2024, 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.

The warrants expire on February 24, 2027 .

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

In June 2022, in conjunction with a private offering

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

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

for $ 0.30 per share.

2 unchanged sentences

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

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.

2 unchanged sentences

debt discount.

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

In 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.

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:

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.

In May 2024, in conjunction with the issuance of a

promissory note of $ 63,000 , 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 May 28, 2024 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 $ 348,500

which was recorded as a derivative liability.

The note was discounted to a principal balance of $ 0 and a debt discount of $ 63,000 was

recorded at inception.

The difference between the fair value of the warrants and the net proceeds received was recognized as interest

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

In May 2024, in conjunction with the issuance of

a line of credit of $ 2,000,000 ,

the Company issued warrants to purchase 5,000,000 shares

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

The warrant is exercisable at any time on or after May 1, 2024 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

$ 180,000 which was recorded as a derivative liability.

The assigned value of the warrants along with $ 7,500 of loan fees and a 2%

(or $40,000) required broker fee was initially recorded as deferred financing costs and will be recorded as a discount to the note

pro rata to draws made on the Promissory Note.

Discounts will be amortized over the repayment term of the draw.

In June 2024, in conjunction with the issuance of

a line of credit of $ 250,000 ,

the Company issued warrants to purchase 5,000,000

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

The warrant is exercisable at any time on or after June 14, 2024 and until the warrant is exercised in full.

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 $ 337,500

which was recorded as a derivative liability.

As the assigned value of the warrants plus a $ 25,000 original issue discount and $ 12,500

of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred financing costs and will

be recorded as a discount to the note pro rata to draws made on the Promissory Note.

Discounts will be amortized over the repayment term

The difference between the fair value of the warrants and the face value of the note was recorded 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:

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).

warrant activity during the nine months ended June 30, 2024, is as follows:

Schedule of warrant activity

1 unchanged sentence

Balance as of September 30, 2023

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:

Balance as of June 30, 2024

*20,000,000 warrants issued during the nine months ended June 30, 2024 do not have an expiration date.

The intrinsic

value of the warrants as of June 30, 2024, is $ 200 .

All of the outstanding warrants are exercisable as of June 30, 2024.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Note 6 – Notes Payable

On June 3, 2020,

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

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

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

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

and matures on June 7, 2050 .

During the nine months ended June 30, 2024 and 2023,

the Company recorded interest expense of $ 3,271 and $ 3,188 , respectively, on the SBA Loan and as of June

30, 2024 and September 30, 2023, the accrued interest on the SBA Loan was $ 4,899 and $ 6,780 , respectively.

30, 2024 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 June 30, 2024 , for each of the five (5) succeeding

years and thereafter as follows:

Schedule of future aggregate

1 unchanged sentence

2024 (remaining)

Notes Payable, in Default

Promissory 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 %

1 unchanged sentence

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

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 nine months ended

June 30, 2024 and 2023, the Company recorded interest expense of $ 1 , 875 and $ 313 , respectively.

As of June 30, 2024 and September 30,

2023, the accrued interest on the promissory note was $ 2,984 and $ 1 , 109 , 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.

As of June 30, 2024 and September 30, 2023 the

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

As of June 30, 2024, the Company had defaulted on the promissory note payable.

During the nine months ended

June 30, 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.

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 nine months ended June 30, 2024 and 2023 ,

the Company recorded interest expense of $ 1,125 and $ 378 , respectively.

As of June 30, 2024

and September 30, 2023, the accrued interest on the promissory note was $ 1,791 and $ 666 , respectively.

30, 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.

of June 30, 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 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.

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 amount).

The Company received

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

As of June 30, 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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

June 30, 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 .

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).

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 nine months ended June 30, 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 June 30, 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

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

4 unchanged sentences

of fixed fees as a debt discount.

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

During the nine months ended June 30, 2024, the

Company amortized $ 1,409

of the debt discount and made repayments of $ 37,174 .

2 unchanged sentences

for a net notes payable balance of $ 15 , 735

as of March 31, 2024.

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

as of June 30, 2024.

following represents the future aggregate maturities as of June 30, 2024 of the Company’s Promissory Notes Payable:

Schedule of future aggregate maturities

1 unchanged sentence

2024 (remaining)

7 – Convertible Notes Payable

Capital Investments, LLC Note

Credit Agreement

On March 1, 2024, DIA Leasing,

(the “Borrower”), a direct wholly owned subsidiary of DriveitAway Holdings, Inc.

(“DIA”), 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.

Pursuant to the Credit Agreement

dated May 1, 2024 (the “Credit Agreement”), among the Borrower and the Lender, the Lender agreed to make advances of principal (the

“draws”) to the Borrower and to issue letters of credit on behalf of the Borrower.

The Lender committed to provide up to $ 250,000

for each draw and up to $ 2,000,000 of letters of credit.

The Borrower must use the letters of credit and the proceeds of the draws 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’s broker equal to 2.0 % of the available

DIA is a guarantor on the draws.

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 business.

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.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

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.

As of June 30, 2024, the

Company has drawn $ 77,766 on

the Promissory Note and $ 47,500 in deferred offering costs for broker and legal fees, and recognized $ 1,918 in

interest expense during the nine months ended June 30, 2024.

The amount of interest accrued on the Promissory note was $ 1,918 as

of June 30, 2024.

The Company also recorded a discount of $ 9,061 in

conjunction with the draws taken on the Promissory Note.

During the nine months ended June 30, 2024, the Company amortized $ 1,007 of

debt discount.

This resulted in a debt discount balance of $ 8,054 and a principal balance of $ 125,266 , for a net promissory notes

payable balance of $ 117,212 as of June 30, 2024.

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

The net book value of the vehicles that serve as collateral on this obligation is $ 94,437 .

The gross value of the pledged

vehicles is less than the gross borrowings on the Promissory Note.

As further consideration for the

credit facility, DIA issued Lender a prefunded warrant (the “Warrant”) for the purchase of up to 5,000,000

shares of DIA’s common stock.

The fair market value of the Warrant was $ 180,000

the date of grant, which was recorded as a derivative liability.

The assigned value of the warrants along with $ 7,500

of loan fees and a 2% (or $40,000) required broker fee was initially recorded as deferred financing costs and will be recorded as a discount

to the note pro rata to draws made on the Promissory Note.

During the nine months ended June 30, 2024, the Company amortized

of the deferred financing cost related to the Warrant.

Note 7 – Convertible

Notes Payable

AJB Capital Investments,

Effective February 24, 2022,

the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”),

and issued a Promissory Note in the principal amount of $ 750,000 (the “AJB Note”) to AJB in a private transaction for

a purchase price of $ 675,000 (after giving effect to a 10% original issue discount).

In connection with the sale of the AJB Note,

the Company also paid $ 33,750 in certain fees and due diligence costs of AJB and brokerage fees to J.H.

Darbie & Co., a registered

broker dealer.

After payment of the fees and costs, the net proceeds to the Company were $ 641,250 , which will be used for working

capital and other general corporate purposes.

The maturity date

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

The AJB Note bears interest at 10 % per annum for the original note’s period

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

April 1, 2022.

and issued a Promissory Note in the principal amount of $ 750,000 (the “AJB Note”) to AJB in a private transaction for a purchase

price of $ 675,000 (after giving effect to a 10% original issue discount).

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

paid $ 33,750 in certain fees and due diligence costs of AJB and brokerage fees to J.H.

Darbie & Co., a registered broker dealer.

payment of the fees and costs, the net proceeds to the Company were $ 641,250 , which will be used for working capital and other general

corporate purposes.

The maturity date of the

AJB Note was extended to February 24, 2023 .

The AJB Note bears interest at 10 % per annum for the original note’s period and 12%

per annum for extension period which was started from August 24, 2022, and it is payable on the first of each month beginning April 1,

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

The note is convertible

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

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

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

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

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

The conversion is subject to reduction

in the following situations:

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

the shares by DWAC;

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

(iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act;

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

event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then

the holder has the right to utilize such discount in determining the conversion price;

or (vi) if the Company issues any shares

of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities

convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced

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

Holdings, Inc.

to the Condensed Consolidated Financial Statements

Also pursuant to the

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

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

If, after the sixth month anniversary

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

$ 800,000 , then the Company may be required to issue additional shares or pay cash in the amount of the shortfall.

However, if the

Company pays the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000 of the Commitment Fee Shares

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

On issuance of the note, the Company determined

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

guarantee was bifurcated from the host instrument and recorded as a derivative liability valued at $ 384,287 using a Black-Scholes

option pricing model (see Note 9).

Pursuant to the SPA,

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

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

(see Notes 5 and 9).

The note is convertible into

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

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

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

The conversion

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

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

The conversion is subject to reduction in the following situations:

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

(ii) a 15% discount

will apply whenever the shares are “chilled” for deposit into the DTC system;

(iii) a 15% discount will apply if the Company’s

common stock ceases to be registered under Section 12 of the Exchange Act;

(iv) a 15% discount will apply if the note cannot be converted

into free trading shares 181 days after its issue date;

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

at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion

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

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

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

is an exempt issuance.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Also pursuant to the SPA,

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

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

If, after the sixth month anniversary of closing

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

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

However, if the Company pays the AJB Note

off on or before its maturity date, then the Company may redeem 2,000,000 of the Commitment Fee Shares for one dollar and the amount of

the commitment fee will be reduced to $ 400,000 .

On issuance of the note, the Company determined that the guarantee on the commitment fee

was a make-whole provision and an embedded derivative within the host instrument.

The guarantee was bifurcated from the host instrument

and recorded as a derivative liability valued at $ 384,287 using a Black-Scholes option pricing model (see Note 8).

Pursuant to the SPA, the

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

common stock for $ 0.30 per share, which was assigned a value of $ 107,283 that was recorded as derivative liability (see Notes 5 and 9).

The warrants expire on February 24, 2027 .

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.

After recording the

derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 common shares issued and

the note itself based on their relative fair market values, resulting in the common shares being assigned a value of $ 65,274 (see

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

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

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

On October 31, 2022,

the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares, recognizing the value of the shares and a

debt discount of $ 60,000 .

On February 10, 2023,

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

the restricted cash balance to be used for payments for professional services, replacing the original 1,000,000 warrants with an

exercise price of $ 0.30 with 2,000,000 warrants with an exercise price of $ 0.05 and extending the maturity date of the note to

May 24, 2023 .

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

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

within the accompanying statement of operation.

On September 27, 2023,

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

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

On November 28, 2023,

the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with

amount of $ 22,222 in which the Company received $ 20,000 in cash (after giving effect to a 10% original issue discount) for payment

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.

After recording the derivative

liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 common shares issued and the note itself

based on their relative fair market values, resulting in the common shares being assigned a value of $ 65,274 (see Note 5).

The allocation

of the financing costs of $ 108,750 , the derivative for the guarantee of $ 384,287 , the derivative for the warrant of $ 107,283 , and issuance

of the 4,000,000 Commitment Fee shares of $ 65,274 , to the debt component resulted in a $ 665,594 debt discount that is being amortized

to interest expense over the term of the AJB Note.

On October 31, 2022, the

Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares, recognizing the value of the shares and a debt discount

of $ 60,000 .

On February 10, 2023, the

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

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

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

The Company determined

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

therefore, the Company recorded a loss

on extinguishment of debt for the total amount of $ 36,313 included in other income (expenses) within the accompanying statement of operation.

On September 27, 2023, the

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

cash balance to be used for payments for professional services.

On November 28, 2023, the

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

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

Effective December 15, 2023,

the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”),

and issued a Promissory Note in the principal amount of $ 195,000 (the “AJB Note”) to AJB in a private transaction for

a purchase price of $ 165,750 (after giving effect to a 15% original issue discount).

In connection with the sale of the AJB Note,

the Company also paid certain fees and due diligence costs of AJB and brokerage fees.

After payment of the fees and costs, the

net proceeds to the Company were $ 150,750 , which will be used for working capital and other general corporate purposes.

The maturity date

of the AJB Note is June 14, 2024 .

The AJB Note bears interest at 10 % per year, and principal and accrued interest is due on the

maturity date.

and issued a Promissory Note in the principal amount of $ 195,000 (the “AJB Note”) to AJB in a private transaction for a purchase

price of $ 165,750 (after giving effect to a 15% original issue discount).

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

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

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

were $ 150,750 , which will be used for working capital and other general corporate purposes.

The maturity date of the

AJB Note was June 14, 2024 .

The AJB Note bears interest at 10 % per year, and principal and accrued interest is due on the maturity date.

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

Holdings, Inc.

to the Condensed Consolidated Financial Statements

The note is convertible

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

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

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

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

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

The conversion is subject to reduction

in the following situations:

(i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver

the shares by DWAC;

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

(iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act;

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

event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then

the holder has the right to utilize such discount in determining the conversion price;

or (vi) if the Company issues any shares

of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities

convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

The note is convertible into

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

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

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

The conversion

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

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

The conversion is subject to reduction in the following situations:

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

(ii) a 15% discount

will apply whenever the shares are “chilled” for deposit into the DTC system;

(iii) a 15% discount will apply if the Company’s

common stock ceases to be registered under Section 12 of the Exchange Act;

(iv) a 15% discount will apply if the note cannot be converted

into free trading shares 181 days after its issue date;

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

at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion

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

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

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

is an exempt issuance.

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

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

1 unchanged sentence

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.

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

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.

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, 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.

The maturity date of the AJB Note is November

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

may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company 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.

On May 28, 2024, the Company entered into another

SPA with AJB, and issued a promissory note in the amount of $ 63,000 (the “May 2024 AJB Note”) to AJB in a private transaction

for a purchase price of $ 56,700 (after giving effect to a 10% 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 $ 6,700 .

After payment of the fees and costs,

the net proceeds to the Company were $ 50,000 , which will be used for working capital and other general corporate purposes.

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

The maturity date of the AJB Note is November

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

may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company paid to AJB

a commitment fee in the form of 1,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”)

which were issued at note inception.

The Company also issued to AJB common stock purchase warrants (the “May 2024 warrants”)

to purchase 5,000,000 shares of the Company’s common stock for a nominal exercise price of $0.00001 per share.

The May 2024 warrants

may be exercised at any time on or after May 28, 2024 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 $ 348,500 which was recorded as a derivative liability.

note was discounted to a principal balance of $ 0 and a debt discount of $ 63,000 was recorded at inception.

The difference between the

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

On June 14, 2024, the Company entered into another

SPA with AJB, and issued a promissory note with a face amount of $ 250,000

(the “June 2024 AJB Note”) to AJB in a private transaction for a purchase price of $ 225,000

(after giving effect to a 10% 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 $ 12,500 .

The Company may draw on the June 2024 AJB Note as automobiles for the rental fleet are purchased, up to a maximum amount of $ 212,500 .

As a result, the Company accounted for this note as a line of credit.

The maturity date of the AJB Note is December

The AJB Note bears interest at 15 % per year, and principal and accrued interest is due on the maturity date.

may prepay the AJB Note at any time without penalty.

The note is convertible into Common Stock of the Company

at any time that the note is in default provided that at no time may the note be convertible into an amount of common stock that would

result in the holder having beneficial ownership of more than 9.99% of the outstanding shares of common stock, as determined in accordance

with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”).

The conversion price shall equal $0.01

per share, subject to adjustments.

The conversion is subject to reduction in the following situations:

(i) a 15% discount will apply anytime

a conversion occurs when the company is not eligible to deliver the shares by DWAC;

(ii) a 15% discount will apply whenever the shares

are “chilled” for deposit into the DTC system;

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

to be registered under Section 12 of the Exchange Act;

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

shares 181 days after its issue date;

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

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

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

warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Also pursuant to the SPA, the Company paid to AJB

a commitment fee in the form of a warrant to purchase 5,000,000 unregistered shares of the Company’s common stock for nominal exercise price of $ 0.00001 per share.

The warrant is exercisable

at any time on or after June 14, 2024 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 $ 337,500 which was recorded as a derivative liability.

the assigned value of the warrants plus a $ 25,000 original issue discount and $ 12,500 of loan fees exceeded the face value of the note,

the face value of the note was initially recorded as deferred financing costs and will be recorded as a discount to the note pro rata

to draws made on the Promissory Note.

Discounts will be amortized over the repayment term of the draw.

The difference between the fair

value of the warrants and the face value of the note was recorded as interest expense.

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

recorded interest expense of $ 72,217 , additional debt discount of $ 26,478 , amortization of debt discount of $ 25,902 , a loss on change

in fair value of derivative liability of $( 272,161 ) for the guarantee and warrants and repaid $ 31,042 of interest.

the nine months ended June 30, 2024, the Company recorded interest expense of $ 624,699 , additional debt discount of $ 347,819 , amortization

of debt discount of $ 241,282 , and a loss on change in fair value of derivative liability of $ 98,857 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

of June 30, 2024 and September 30, 2023, the derivative liability was $ 1,034,472 and $ 663 for the guarantee and warrants, the debt discount

recorded on the note was $ 106,537 and $ 0 , the note payable principal was $ 1,337,064 and $ 860,000 , and the Company owed accrued interest

of $ 171,559 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.

Effective February 14, 2023,

the Company went into default on the AJB Note, however the lender waived all default provisions through August 30, 2024 therefore no

default interest or penalties were incurred during the nine months ended June 30, 2024 and the AJB note was not convertible as of June

Convertible Notes

In June 2022,

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

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

Stock for every $2 invested in the offering.

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

the date of issuance.

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

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

Pursuant to a security agreement between the

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

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

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

10 Units are sold in the offering.

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

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

issued in the Unit offering.

Holdings, Inc.

Each Unit consists

of a Secured Convertible Note with an original principal balance of $ 50,000 and one warrant to purchase Common Stock for every $2 invested

in the offering.

The warrants have an exercise price of $ 0.30 per share and expire five ( 5 ) years from the date of issuance.

Convertible Note bears interest at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the

holder into common stock at $ 0.20 per share.

Pursuant to a security agreement between the Company and investors in the Unit offering,

and the subscription agreements executed by the Company and the investors, the Secured Convertible Notes are secured by liens on four

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

vehicles that will be purchased with the proceeds of the offering, assuming all 10 Units are sold in the offering.

The Company also granted

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

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

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

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

Escrow Services Corporation and Kevin Leach, two accredited

investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $ 250,000 for cash

proceeds of $ 230,000 (net of an original issuance discount of $ 20,000 ), and the issuance of 125,000 warrants (see Note 5).

June 30, 2024

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

worth of Units to U.S.

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

secured promissory notes with an aggregate principal amount of $ 250,000

for cash proceeds of $ 230,000

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

and the issuance of 125,000

warrants (see Note 5).

was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative

liability resulting in the Company recording a debt discount and derivative liability of $ 50,491 .

As a result of the Company’s

equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 8,136 which was

recorded as a derivative liability (see Note 8) and debt discount.

The total debt discount of $ 78,627 is being amortized to interest

expense over the term of the Note.

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

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

amount of $ 200,000 for cash proceeds of $ 180,000 (net of an original issuance discount of $ 20,000 ), and the issuance of 100,000

warrants (see Note 6).

The $ 20,000 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated

and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative liability of $ 19,330 .

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

a value of $ 7,254 which was recorded as a derivative liability (see Note 9) and debt discount).

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

assigned a value of $ 8,136

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

The total debt discount of $ 78,627

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

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:

Effective June 3, 2024 and June 16,

2024, these two secured promissory notes went into default, respectively.

During November

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

accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $ 200,000 for

cash proceeds of $ 180,000 (net of an original issuance discount of $ 20,000 ), and the issuance of 100,000 warrants (see Note 6).

was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability

resulting in the Company recording a debt discount and derivative liability of $ 19,330 .

As a result of the Company’s equity environment

being tainted the warrants qualified for derivative accounting and were assigned a value of $ 7,254 which was recorded as a derivative

liability (see Note 9) and debt discount).

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

nine months ended June 30, 2023, the Company recorded interest expense of $ 47,354 ,

paid interest of $ 13,125 and

amortization of debt discount of $ 42,814 .

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

resulting in a note payable balance of $ 38,303 .

As of June 30, 2023, the Company owed accrued interest of $ 45,812 ,

respectively.

nine months ended June 30, 2024, the Company recorded interest expense of $ 50,625 , paid interest of $ 3,125 and amortization of debt discount

of $ 43,584 .

As of June 30, 2024 and September 30, 2023, the debt discount recorded on the notes was $ 8,042 and $ 51,626 , respectively,

resulting in a net note payable balance of $ 441,958 and $ 398,374 , respectively.

As of June 30, 2024 and September 30, 2023, the Company

owed accrued interest of $ 110,563 and $ 63,063 , respectively.

The following represents the future aggregate maturities

of the Company’s Convertible Notes Payable as of June 30, 2024 for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate maturities

1 unchanged sentence

2024 (remaining)

8 – Derivative Liabilities

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

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

therefore the Company’s equity environment is tainted.

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

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

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:

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

Note 8 – Derivative

Certain features

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

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

equity environment is tainted.

ASC 815 requires

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

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

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

fair values at inception and as of June 30, 2024 .

The Black-Scholes model requires six basic

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

The following assumptions were used in the Black-Scholes model during the six months ended June 30, 2024 ,

and year ended September 30, 2023:

DriveItAway Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2024

Schedule of assumptions used

Six months ended

Nine months ended

September 30,

7 unchanged sentences

3.93 % - 5.03

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

Commitment fee guarantee issued February 24, 2022

Warrants issued February 24, 2022

Embedded conversion feature in Note issued June 3, 2022

Warrants issued June 3, 2022

Embedded conversion feature in Note issued June 16, 2022

Warrants issued June 16, 2022

Embedded conversion feature in Note issued November 15, 2022

Warrants issued November 15, 2022

Warrants issued on February 10, 2023

Warrants issued on March 1, 2023

Warrants issued on December 15, 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:

20,000,000 warrants issued during the nine months ended June 30, 2024 do not have an expiration date.

The following table provides a summary of changes

in fair value of the Company’s Level 3 financial liabilities during the nine months ended June 30, 2024:

Schedule of changes

3 unchanged sentences

Loss on change in fair value of the derivative

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.

Derivative liability balance - June 30, 2024

Note 9 – Subsequent

Promissory Note Payable

July 3, 2024, the Company executed a fourth note payable with a lender with a face amount of $ 88,800 .

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 $ 88,800 (including fixed fees of $ 8,800 or approximately 10% of the note amount).

The Company received

net proceeds of $ 60,737 after paying off the February 22, 2024 note and rolling $ 19,263 of its balance into the July 3, 2024 note and

recording the $ 8,800 of fixed fees as a debt discount.

Sale of Warrant

On July 12, 2024, the Company sold a warrant to purchase

5,000,000 shares of the Company’s common stock at an exercise price of $ 0.00001 to an investor for $ 50,000 .

The warrant has no expiration

The investor has the option of funding the Company with two additional tranches of $ 50,000 .

The second tranche of $ 50,000 is due

within 60 days of the first funding date of July 12, 2024.

On August 19, 2024, the Company received the funding

for the second tranche and issued to the investor a cash warrant to purchase up to 666,666 shares of Common Stock at an exercise price

of $0.08 per share.

The warrant has no expiration date.

At any time 90 days after the second tranche

funding date the investor may invest an additional $ 50,000

and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000

shares of Common Stock in the and a cash warrant to purchase up to 333,333

shares of Common Stock at an exercise price of $ 0.08

The warrant does not have an expiration date.

Auto Purchases and Line of Credit Draws

In July and August 2024, the Company purchased 16 vehicles at a cost of

In conjunction with these vehicle purchases, the Company borrowed $ 321,417 under the Credit Facility and $ 80,354 under the June

2024 AJB Note, for a total $ 401,771 in total borrowings.

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