What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-26 compared with 2024-05-21 · 281 added, 249 removed, 54 unchanged (91% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

Note Regarding Forward-Looking Information

following discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its wholly

owned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company.

and the notes to those

financial statements that are included elsewhere in this Form 10-Q.

References in this Management’s Discussion and Analysis of

Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the

This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws.

described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate to business

plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits

from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results.

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,”

“plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions,

are intended to identify forward-looking statements.

We caution you that these statements are not guarantees of future performance or

events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence

the accuracy of the statements and the projections upon which the statements are based.

actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.

Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements,

whether from new information, future events or otherwise.

are denoted herein by “USD,” “$” and “dollars”.

is the first 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 to expand its easy and transparent consumer app

‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new electric vehicles.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATIONS

the three months ended March 31, 2024, compared to the three months ended March 31, 2023

operating results for the three months ended March 31, 2024 and 2023 are summarized as follows:

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results

of operations and financial condition of DriveItAway Holdings, Inc., and its wholly owned subsidiary, DriveItAway, Inc., should be read

in conjunction with the financial statements of the Company.

and the notes to those financial statements that are included elsewhere in

this Form 10-Q.

References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”,

“we”, “our” and similar terms refer to the Company.

This Quarterly Report contains forward-looking statements

as that term is defined in the federal securities laws.

The events described in forward-looking statements contained in this Quarterly

Report may not occur.

Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences

of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated

revenues, earnings or other aspects of our operating results.

The words “may,” “will,” “expect,” “believe,”

“anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,”

and their opposites and similar expressions, are intended to identify forward-looking statements.

We caution you that these statements

are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which

are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Our actual results, performance and achievements

could differ materially from those expressed or implied in these forward-looking statements.

Except as required by federal securities

laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events

or otherwise.

Dollars are denoted herein by “USD,” “$”

and “dollars”.

DIA is the first

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 to expand its easy and transparent consumer app ‘subscription

to ownership’ platform to enable entry level consumers to drive and acquire new electric vehicles.

RESULTS OF OPERATIONS

For the three months

ended June 30, 2024, compared to the three months ended June 30, 2023

Our operating results for

the three months ended June 30, 2024 and 2023 are summarized as follows:

Three months ended

4 unchanged sentences

Other (income) / expense

Net income (loss)

Revenues for the three months

ended March 31, 2024, increased $22,307 from $67,000 for the period ending March 31, 2023, to $89,307 for the period ending March 31,

This was due to a $28,155 increase in rental revenue and $15,272 increase in insurance revenue, offset by an increase of $21,120

in insurance lender payback costs.

anticipate that, in 2024 automotive supply and demand will see a continuing return to more historically normal levels which should translate

into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the three months ended March 31, 2024, increased $30,398,

from $46,678 for the period ending March 31, 2023, to $77,076 for the period ending March 31, 2024.

This was primarily due to DIA fleet

payments which increased alongside an increase in revenue.

Operating expenses for the

three months ended March 31, 2024, decreased $89,285 as compared to the three months ended March 31, 2023.

The decrease was primarily

attributable to decreases in salaries and payroll taxes of $7,875, professional fees of $61,007, software development of $1,276 and advertising

and marketing expenses of $28,007, offset by an increase in general and administrative of $8,880.

Loss from operations was

$118,494 for the three months ended March 31, 2024, as compared to $199,688 for the three months ended March 31, 2023.

The decrease of

$81,194 was largely attributable to the change in operating expenses of $89,285 and an decrease in gross profit of $8,091.

Other expenses for the three

months ended March 31, 2024, were $357,721, as compared to net other income of $380,309 for the three months ended March 31, 2023.

decrease of $738,030 is primarily attributable to increases in interest expense of $14,341, a change in fair value of derivative liabilities

of $625,600, and in amortization of debt discount of $98,089.

the six months ended March 31, 2024, compared to the six months ended March 31, 2023

operating results for the six months ended March 31, 2024 and 2023 are summarized as follows:

Six months ended

ended June 30, 2024, increased $32,394 from $78,005 for the period ending June 30, 2023, to $110,399 for the period ending June 30, 2024.

This was due to a $32,394 increase in rental revenue and insurance revenue.

We anticipate that, in 2024

automotive supply and demand will see a continuing return to more historically normal levels which should translate into greater vehicle

availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the three months ended June 30, 2024, increased $1,356,

from $64,114 for the period ending June 30, 2023, to $65,470 for the period ending June 30, 2024.

Operating expenses for the three months ended June 30, 2024, increased $34,583 as

compared to the three months ended June 30, 2023.

The increase was primarily attributable to increases in salaries and payroll taxes of

$16,270, professional fees of $12,498, general and administrative of $7,253, and advertising and marketing expenses of $1,832, offset

by an decrease in software development of $3,270.

Loss from operations was $125,857 for the three months ended June 30, 2024,

as compared to $122,312 for the three months ended June 30, 2023.

The increase of $3,545 was negligible.

Other expense for the three

months ended June 30, 2024, was $403,792, as compared to net other expense of $34,783 for the three months ended June 30, 2023.

of $369,009 is primarily attributable to increases in interest expense of $455,640, related party interest expense of $253, in amortization

of debt discount of $103,770, and offset by a change in fair value of derivative liabilities of $190,654.

For the nine months

ended June 30, 2024, compared to the nine months ended June 30, 2023

Our operating results for

the nine months ended June 30, 2024 and 2023 are summarized as follows:

Nine months ended

Cost of revenue

3 unchanged sentences

Other expense

Revenues for the six months

ended March 31, 2024, increased $70,727 from $115,083 for the period ending March 31, 2023, to $185,810 for the period ending March 31,

This was due to a $97,985 increase in rental revenue and $24,486 increase in insurance revenue, offset by an increase of $51,743

in insurance lender payback costs.

anticipate that, in 2024 automotive supply and demand will see a continuing return to more historically normal levels which should translate

into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the six months ended March 31, 2024, increased $76,205,

from $86,550 for the period ending March 31, 2023, to $162,755 for the period ending March 31, 2024.

This was primarily due to DIA fleet

payments which increased alongside an increase in revenue.

$ (1,721,293 )

$ (1,023,811 )

Revenues for the nine months ended June 30, 2024, increased $103,121 from $193,088

for the period ending June 30, 2023, to $296,209 for the period ending June 30, 2024.

This was due to a $118,186 increase in rental revenue

and $28,237 increase in insurance revenue, offset by an increase of $43,302 in insurance lender payback costs.

We anticipate that, in 2024

automotive supply and demand will see a continuing return to more historically normal levels which should translate into greater vehicle

availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the nine months ended June 30,

2024, increased $77,561, from $150,664 for the period ending June 30, 2023, to $228,225 for the period ending June 30, 2024.

primarily due to DIA fleet payments which increased alongside an increase in revenue.

Operating expenses for the

six months ended March 31, 2024, decreased $106,919 as compared to the six months ended March 31, 2023.

nine months ended June 30, 2024, decreased $70,708 as compared to the nine months ended June 30, 2023.

The decrease was primarily attributable

1 unchanged sentence

and marketing expenses of $34,550, offset by an increase in general and administrative expenses of $18,644.

from operations was $313,680 for the six months ended March 31, 2024, as compared to $415,121 for the six months ended March 31, 2023.

The decrease of $101,441 was largely attributable to the decrease in professional fees of $54,422.

Other expenses for the six

months ended March 31, 2024, were $877,964, as compared to $125,266 for the six months ended March 31, 2023.

Loss from operations was

$439,537 for the nine months ended June 30, 2024, as compared to $535,805 for the nine months ended June 30, 2023.

The decrease of $96,268

was largely attributable to the decrease in operating expenses of $70,708 and an increase in gross profit of $25,560.

Other expenses for the nine

months ended June 30, 2024, were $1,281,756, as compared to $161,677 for the nine months ended June 30, 2023.

The increase of $1,120,079

is primarily attributable to increases in loss on change in fair value of derivative liabilities of $506,222, interest expense of $126,400,

and in amortization of debt discount of $120,076.

and Capital Resources:

The following

table provides selected financial data about our Company as of March 31, 2024, and September 30, 2023.

is primarily attributable to increases in loss on change in fair value of derivative liabilities of $315,568, in interest expense of $576,560,

related party interest expense of $4,105, and in amortization of debt discount of $223,846.

Liquidity and Capital Resources:

The following table provides selected financial data about our Company

as of June 30, 2024, and September 30, 2023.

Working Capital

September 30,

2 unchanged sentences

Working capital (deficiency)

As of March 31, 2024, our

working capital deficiency increased $1,335,504 as compared to September 30, 2023.

This was primarily attributable to a $785,370 increase

in derivative liabilities, a $426,655 increase in convertible notes payable, and a $155,585 increase in accounts payable and accrued liabilities.

Six months ended

$ (4,107,048 )

$ (1,861,864 )

$ (2,245,184 )

As of June 30, 2024, our working capital deficiency increased $2,245,184 as

compared to September 30, 2023.

This was primarily attributable to a $2,246,640 increase in current liabilities.

Cash Flow Data:

Nine months ended

Cash provided by (used in) operating activities

2 unchanged sentences

Net Change in Cash and Restricted Cash

Flows from Operating Activities

During the six months ended

March 31, 2024, we did not generate positive cash flows from operating activities.

For the six months ended March 31, 2024, net cash flows

used in operating activities was $248,617, consisting of a net loss of $1,191,644, reduced by a loss on change in fair value of derivative

liability of $509,418, amortization debt discount of $162,051, depreciation and amortization of $18,779, a financing fee of $98,202, and

a change in operating assets and liabilities of $154,577.

the six months ended March 31, 2023, we did not generate positive cash flows from operating activities.

For the six months ended March

31, 2023, net cash flows used in operating activities was $334,678, consisting of a net loss of $540,387, reduced by a loss on change

in derivative liability of $3,196, stock-based compensation expenses of $15,000, amortization debt discount of $41,975, depreciation

Cash Flows from Operating

During the nine months

ended June 30, 2024, we did not generate positive cash flows from operating activities.

For the nine months ended June 30, 2024, net

cash flows used in operating activities was $362,766, consisting of a net loss of $1,721,293, a loss on change in fair value of

derivative liability of $271,039, and decreased by amortization debt discount of $296,397, depreciation and amortization of $28,486,

financing fee of $484,197 and a change in operating assets and liabilities of $278,408.

nine months ended June 30, 2023, we did not generate positive cash flows from operating activities.

For the nine months ended June 30,

2023, net cash flows used in operating activities was $366,356, consisting of a net loss of $697,482, increased by a gain on change in

derivative liability of $44,529, and reduced by stock-based compensation expenses of $15,000, amortization debt discount of $72,551, depreciation

and amortization of $27,313, a change in operating assets and liabilities of $260,791.

Flows from Investing Activities

the six months ended March 31, 2024, the Company did not use or generate any cash from investing activities.

the six months ended March 31, 2023, the Company used cash for the purchased two vehicles for $67,039 and website development costs of

Flows from Financing Activities

During the six months ended

March 31, 2024, the Company generated $357,222 from the issuance of convertible notes and $57,474 from the issuance of promissory notes

which was partially offset by $59,988 for repayment of promissory notes and payment for debt issuance costs of $90,445.

six months ended March 31, 2023, the Company generated $285,000 from the issuance of convertible notes, $50,000 from the issuance of promissory

notes - related parties, $12,500 from issuance of promissory notes which was partially offset by $1,648 for repayment of promissory notes

and payment of debt issuance coasts of $23,500.

As of March 31, 2024, the

Company had a net loss of $1,191,644, accumulated deficit of $4,502,540 and did not have sufficient cash on hand to cover expenses for

the next twelve (12) months.

The Company intends to convert its convertible debt into common stock and to fund operations through equity

financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the

ensuing twelve months.

ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to

continue operations, and development of our business plan.

In response to these requirements, management intends to raise additional

funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability

to continue as a going concern.

The accompanying financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Accounting Policies and Estimates

consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”),

which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial

statements and accompanying notes.

Cash Flows from Investing

During the nine months ended

June 30, 2024, the Company used $94,837 cash from investing activities to purchase vehicles for its rental fleet.

nine months ended June 30, 2023, the Company used cash for the purchased two vehicles for $67,039 and website development costs of $5,833.

Cash Flows from Financing

During the nine months ended June 30, 2024, the Company generated $437,834 from

financing activities including proceeds of $182,740 from the issuance of promissory notes, $477,064 from the issuance of convertible promissory

notes and proceeds from the sale of common stock of $15,000 which was partially offset by $87,121 for repayment of promissory notes and

payment for debt issuance costs of $149,849.

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

$261,500 from the issuance of convertible notes, $50,000 from the issuance of promissory notes - related parties, $12,500 from issuance

of promissory notes, $35,982 from the issuance of notes payable, repaid $14,443 on the notes payable and payment for debt issuance costs

Going Concern

As of June 30, 2024, the Company had a net loss of $1,721,293, accumulated

deficit of $5,032,189 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months.

The Company intends

to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient

to fund its capital expenditures, working capital and other cash requirements for the ensuing twelve months.

The ability of our Company

to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and

development of our business plan.

In response to these requirements, management intends to raise additional funds through public or private

placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and

Our consolidated financial

statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require

management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and

accompanying notes.

We believe our most critical accounting policies and estimates relate to the following:

3 unchanged sentences

Derivative Financial Instruments

our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results

may ultimately differ from these estimates and assumptions.

For a discussion of the Company’s significant accounting policies,

refer to Note 2 of Notes to the Consolidated Financial Statements.

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

with Customers, for all periods presented.

The Company, through its DriveItAway online/app-based platform (“platform”), operates

in the automotive rental industry.

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

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

Through its platform the Company will track vehicle

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

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

the listed purchase price.

the 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”).

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

When the customer books

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

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

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

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

In instances when a customer

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

Additionally, contracts

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

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

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

(“dealerships”).

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

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

For vehicles made available through dealerships

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

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

The vehicle rental arrangements

are over a fixed contracted period;

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

Costs related to

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

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

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

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

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

driver is added to it when needed.

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

is a type of revenue.

The Company pays the insurance company providing the coverage.

While our estimates and assumptions

are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these

estimates and assumptions.

For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to the Consolidated

Financial Statements.

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.

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.

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 March 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.

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.

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

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.

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

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

The fair value of restricted stock awards is measured

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

The fair value of stock options is estimated at

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

cost over the requisite service period.

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

basis over the vesting period of the entire option.

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

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

and the risk-free interest rate.

The 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.

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 are 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 are 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.

Fair Value Measurements as of March 31, 2024 using:

March 31, 2024

Fair Value Measurements as of June 30, 2024 using:

June 30, 2024

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

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Derivative Liabilities

Financial Instruments

Derivative Financial Instruments

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

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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 expected volatility is estimated based on the most

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

Sheet Arrangements

have no off-balance sheet arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this

The Black-Scholes

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

The model includes subjective

input assumptions that can materially affect the fair value estimates.

The expected volatility is estimated based on the most recent historical

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

Off-Balance Sheet Arrangements

We have no off-balance sheet

arrangements.

QUANTITATIVE AND

QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule

12b-2 of the Exchange Act and are not required to provide the information under this item.

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 2. Management’s Discussion and Analysis