What changed in this filing

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Item 1. Business

2025-02-24 compared with 2024-03-08 · 235 added, 358 removed, 100 unchanged (86% of the section changed)

5 unchanged sentences

statements” are to our consolidated financial statements included elsewhere in this Annual Report except as the context otherwise

We prepare our consolidated

financial statements in United States dollars and in accordance with generally accepted accounting principles as applied in the United

States, (“U.S.

In this Annual Report, references to “$” and “dollars” are to United States

We prepare our consolidated financial

statements in United States dollars and in accordance with generally accepted accounting principles as applied in the United States, (“U.S.

In this Annual Report, references to “$” and “dollars” are to United States dollars.

DriveItAway Holdings, Inc.

formed in Delaware on March 8, 2006 as B2 Health, Inc.

was formed in Delaware on March 8, 2006 as B2 Health, Inc.

On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”),

3 unchanged sentences

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.

The Company is a national dealer

4 unchanged sentences

sales opportunities.

The Company has expanded its easy and transparent consumer app ‘subscription to ownership’ platform

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

The Company has expanded its easy and transparent consumer app ‘subscription to ownership’ platform to

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

Agreement and Plan of Share Exchange

On December 7, 2021, the Company

(f/k/a Creative Learning Corporation), DriveItAway, Inc., a Delaware corporation (“ DIA ”),

and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange, under which the Company would acquire all of the

issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “ Series

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

Exchan g e ”).

As a result of the Share Exchange, DIA will become a wholly-owned

subsidiary of the Company.

(f/k/a Creative Learning Corporation), DriveItAway, Inc., a Delaware corporation (“ DIA ”), and the existing shareholders

of DIA executed an Agreement and Plan of Share Exchange, under which the Company would acquire all of the issued and outstanding common

stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “ Series A Preferred ”) of the Company

for each outstanding share of DIA common stock (the “ Share Exchan g e ”).

As a result of the Share Exchange, DIA

will become a wholly-owned subsidiary of the Company.

Each share of Series A Preferred

8 unchanged sentences

of the Share Exchange occurred.

Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company,

which entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred,

determined on a fully-diluted basis.

In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as

converted” basis with the common stockholders.

Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which

entitles the holders thereof to 85% of the Company’s common stock upon a conversion of all shares of Series A Preferred, determined

on a fully-diluted basis.

In addition, each share of Series A Preferred is entitled to dividends and voting rights on an “as converted”

basis with the common stockholders.

Upon closing of the Share Exchange,

all of the existing members of the board of directors (the “ Board ”) of the

Company resigned, except that Rod Whiton’s resignation will not be effective until ten days after an information statement pursuant

to Rule 14f-1 is mailed to shareholders.

John Possumato, and Adam Potash were appointed to the Company’s Board, provided that the

appointments of Messrs.

Potash and Patrizio will not be effective until ten days after an information statement pursuant to Rule 14f-1

is mailed to shareholders.

Upon closing of the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato

was appointed chief executive officer and Adam Potash was appointed chief operating officer.

Mike Elkin agreed to remain as chief financial

officer of the Company.

all of the existing members of the board of directors (the “ Board ”) of the Company resigned, except that Rod Whiton’s

resignation will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders.

Possumato, and Adam Potash were appointed to the Company’s Board, provided that the appointments of Messrs.

Potash and Patrizio

will not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders.

Upon closing of

the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato was appointed chief executive officer and

Adam Potash was appointed chief operating officer.

Mike Elkin agreed to remain as chief financial officer of the Company.

Sale Agreement with StroomX, LLC

On December 7, 2021, the Company

entered into a Sale Agreement with StroomX, LLC (the “ Purchaser ”), under

which the Company agreed to sell all of the Company’s subsidiaries (the “ Learnin g

Subsidiaries ”) involved in its learning business (the “ Learnin g

Business ”), as well as any assets of the Learning Business that are not owned by

the Learning Subsidiaries, to the Purchaser.

In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning

Business, and to indemnify and hold the Company harmless from any such liabilities.

The Purchaser is controlled by Christopher Rego,

the Company’s current chief executive officer.

entered into a Sale Agreement with StroomX, LLC (the “ Purchaser ”), under which the Company agreed to sell all of the

Company’s subsidiaries (the “ Learnin g Subsidiaries ”) involved in its learning business (the “ Learnin g

Business ”), as well as any assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser.

In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning Business, and to indemnify and hold the Company

harmless from any such liabilities.

The Purchaser is controlled by Christopher Rego, the Company’s current chief executive officer.

Closing of the sale will occur after the closing of the Share Exchange.

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due to Christopher Rego as part payment of the purchase price.

The remainder of the purchase price was paid by a joint note executed

by the Purchaser and Mr.

The remainder of the purchase price was paid by a joint note executed by

the Purchaser and Mr.

Rego in the principal amount of $100,000, which is payable in full on April 20, 2022 without interest.

Alternatively,

the parties agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note

of all shares of common stock owned by Mr.

the parties agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note of

all shares of common stock owned by Mr.

Rego and his spouse in the Company, provided that the number of shares is not less than 500,000.

22 unchanged sentences

and to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000.

We have developed a consumer-facing

app and Web-based platform that allows any automotive retailer the ability to provide a subscription to ownership “micro-lease”

model for any consumer, regardless of credit history – easy, transparent, and risk-free for both the consumer and the retailer.

Under our “Drive Now,

Decide Later” mantra, any consumer, regardless of credit, can go on our app, select a vehicle, sign for and pick up a vehicle,

and have the subscription deal consummated in a matter of minutes.

Unlike a vehicle sale or lease, a candidate that passes our detailed

screening can be driving without making any long-term financial commitment, for as long as he/she wants, in the vehicle of choice.

there is really no such thing as “digital retailing” for the sale or lease of a vehicle in the U.S.

today, as all states

require actual “wet ink” signatures for documents either sent to the buyer or signed at a dealership, documents for a rental

or subscription can all be legally signed digitally, so this process is quick, easy and can all be consummated in our app – with

the vehicle delivered to the candidate.

We are true digital retailing for the automotive industry.

Unlike rental car companies,

or even subscription companies available to US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated

with one vital element, all of our drivers have the ability to buy the vehicle they are subscribing to, with the portion of the money

they are paying in as rental fees accruing towards the purchase price, should they choose to buy.

All drivers have the right, but not

the obligation, to buy at any time, and get the benefit of his or her specific vehicle’s reduced purchase price created by the

payments they have made for vehicle usage.

Just as Divvy Homes has revolutionized

the rent-to-own market for houses during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles

are sold, where a purchase transaction starts in a commitment-free rental or subscription.

While we think this easy, transparent,

and turnkey type of “Drive Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically

as the entire car market makes the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right

now the “low hanging fruit” is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad

choices outlined above.

We use a technology partner

to extensively screen our applicants through a digital process for background and identity, driving history and insurance risk, income

verification, etc., but we do not require any threshold credit score.

As long as an applicant has a clean driving record and adequate

income, etc., he/she can qualify for one of our vehicles.

In the current environment, the average new vehicle is selling for approximately

$47,000 dollars while the average used vehicle is selling for approximately $28,000 with an average six-year payment of over $716.

average vehicle usage/rental fees are priced a little higher (between $150-225 a week, not counting insurance) on a subscription, but

our driver is building equity in the vehicle they are driving, and most all are working towards a buyout – when the amount written

down is low enough that he/she can successfully finance the purchase.

As our mission is defined, we get our credit-challenged customers

off of the “gerbil wheel” of never-ending payments, and out of vehicles that break down before the payments are finished.

In general, as banks and

finance organizations are tightening up credit policies, particularly for subprime and deep subprime buyers, and auto loan delinquencies

are now at a seventeen year high, while vehicles have become higher in price relative to income, we see vehicle subscriptions at the

same trajectory of growth today as consumer vehicle leasing was 25-30 years ago:

a small percentage of “sales” now, but high

growth in the years to come.

We see our unique subscription to ownership model as the best subscription program for all consumers, as

it offers the best of both the “walk away” ability of a turnkey monthly rental, but with the advantage of benefiting from

the monthly usage payment reduction, should the driver choose to buy.

DriveItAway works with franchise

and larger independent dealers (not with Buy Here/Pay Here stores), and is primarily a turnkey subscription dealer platform, although

we do act as principal in many cases owning vehicles, particularly EV vehicles, always serviced and delivered by our car dealership partners.

We have developed a consumer-facing app and Web-based platform that allows

any automotive retailer the ability to provide a subscription to ownership “flexible-lease” model for any consumer, regardless

of down payment or credit history, or for those who just do not want to make an immediate long term financial commitment, in an easy,

transparent, and risk-free way for both the consumer and the retailer.

Under our “Drive Now, Decide Later” mantra, any consumer, regardless

of credit, can go on our app, select a vehicle, sign for and pick it up, once approved, and have the subscription deal consummated in

a matter of minutes.

Unlike a vehicle sale or lease, a candidate that passes our detailed screening can be driving without making any

long-term financial commitment, for as long as he/she wants, in the vehicle of choice.

While there is really no such thing as “digital

retailing” for the sale or lease of a vehicle in the U.S.

today, as all states require actual “wet ink” signatures for

documents either sent to the buyer or signed at a dealership, documents for a rental or subscription can all be legally signed digitally,

so this process is quick, easy and can all be consummated in our app – with the vehicle delivered to the candidate.

digital retailing for the automotive industry.

Unlike rental car companies, or even subscription companies available to

US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated with one vital element, all of our drivers

are given the option to buy the vehicle they are subscribing to, with the portion of the money they are paying in as rental fees “writing

down” the purchase price, should they choose to buy.

All drivers have the right, but not the obligation, to buy at any time, and

get the benefit of his or her specific vehicle’s reduced purchase price created by the payments they have made for vehicle usage.

Just as Divvy Homes has revolutionized the rent-to-own market for houses

during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles are sold, where a purchase transaction

starts in a commitment-free rental or subscription.

While we think this easy, transparent, and turnkey type of “Drive

Now, Decide Later” subscription appeals to all potential vehicle buyers and will grow dramatically as the entire car market makes

the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right now the “low hanging fruit”

is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad choices outlined above.

We use a technology partner to extensively screen our applicants through

a digital process for background and identity, driving history and insurance risk, income verification, etc., but we do not require any

threshold credit score.

As long as an applicant has a clean driving record and adequate income, etc., he/she can qualify for one of our

In the current environment, the average new vehicle is selling for approximately $47,000 dollars while the average used vehicle

is selling for approximately $28,000 with an average six-year payment of over $716.

Our average vehicle usage/rental fees are priced a

little higher (between $150-225 a week, not counting insurance) on a subscription, but our driver is writing down the ultimate purchase

price with his/her usage payments while driving, and most all are working towards a buyout – when the amount written down is low

enough that he/she can successfully finance the purchase.

As our mission is defined, we get our credit-challenged customers off of the

“gerbil wheel” of never-ending payments, and out of vehicles that break down before the payments are finished.

In general, as banks and finance organizations are tightening up credit

policies and increasing down payment requirements, particularly for subprime and deep subprime buyers as auto loan delinquencies increase,

while vehicles have become higher in price relative to income, we see vehicle subscriptions at the same trajectory of growth today as

consumer vehicle leasing was 25-30 years ago:

a small percentage of “sales” now, but high growth in the years to come.

see our unique flexible lease to ownership model as the best subscription program for all consumers, as it offers the best of both the

“walk away” ability of a turnkey monthly rental, but with the advantage of benefiting from the monthly usage payment reduction,

should the driver choose to buy.

DriveItAway works with franchise and larger independent dealers (not with

Buy Here/Pay Here stores), and is primarily a turnkey subscription dealer platform, although we do act as principal in many cases owning

our own vehicles, always serviced and delivered by our car dealership partners.

This both creates revenue for DriveItAway, and demonstrates,

in an “open book” environment, how dealers can best use our technology as software as a service, to run their own program,

as DriveItAway was created to offer.

During 2024, we secured a 2 million dollar line of credit to expand operating our own company owned

We also acquired inventory in the past year from a large under a fleet lease agreement with a large national fleet owner.

the company to scale rapidly in many locations, without the burden of fixed overhead or personnel expenses.

Without the technology available

in recent years, it would not be possible for DriveItAway to exist.

Many years ago, when the Buy Here/Pay Here market first developed

it was necessary for those dealers to maintain 30/40% net profit margins, as typically a third of their vehicles ended up being repossessed,

and, by the time the dealer actually received the vehicle back, it was in such bad repair it was worth next to nothing.

Today, with embedded app

based technology, we can greatly reduce most of the risks, identify those problems that do occur quickly, and mitigate losses, so that

we can maintain a high per-unit profit margin and still price very competitively as compared to other choices our retail customers might

have, allowing for a good profit margin for ourselves and dealers that use us as a subscription/micro-lease platform.

most franchise

dealers would like the extra profit and business deep subprime candidates represent (they have been, typically the most loyal and highest

profit margin sector of vehicle buyers), particularly now when many “near prime” buyers are rapidly being reclassified as

subprime, but do not want to deal with the typical problems a “Buy Here/Pay Here” operation represents, nor do they want

to operate that type of “victimizing” enterprise.

First, our all in-app subscription

process is not only quicker and much more transparent to our end user drivers, but it is also much easier to administer and maintain

from an operational perspective.

DriveItAway uses a third-party screening service to review an applicant’s identity and background,

his/her driving history and insurance risk, income verification and employment, and credit tier.

While we do not require any particular

credit score, we do require a ratio of income to payment coverage for all renters, a clean driving history, and other criteria to mitigate

This automated screening process runs in the app with an API and is completed within minutes.

Once a candidate qualifies for

the vehicle selected, we collect a security deposit commensurate with the payment and value of the vehicle, and all drivers pay in advance

by credit card or ACH inside the app.

We are also gearing up to collect through voluntary payroll deduction for our subscribers as well.

Before such technologies existed, in the old days of “Buy Here/Pay Here” the payment process was (and still is in many of

these small stores), literally done in person on a weekly basis – obviously, there is a lot of collection friction in a manual

One major key to what we do

is the placement of advanced telematics on every vehicle we offer for subscription.

All drivers in our subscription contract are informed

and agree to have a live-time telematics device in each vehicle along with an ignition starter cut-off switch, which is tied back into

our payment platform.

With this, DriveItAway can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking,

etc.) and can set up a “red flag” monitor to identify unsafe driving.

Unsafe driving is not tolerated and will result in

a warning and possible vehicle return.

In addition, the ignition starter cut-off switch automatically kills the start-up of the vehicle,

if an advance payment is overdue (note:

it does not in any way stop the vehicle while driving, but once the vehicle is shut off, it simply

cannot be restarted, unless we “turn it back on”).

This is not seen so much as a penalty, but a very explicit reminder that

our driver must pay for the vehicle.

Through our AI chat and automated system, a person can simply say when and what amount of payment

they are prepared to make, and the vehicle will turn on, even if the payment commitment is in the future (we do not want to strand anyone

or cause undue hardship).

However, repeated late payments can result in a vehicle requiring a return.

One note, our entire program

is focused on keeping our subscribers who want to buy “on the rails” and that is made clear at inception.

We work with our

subscribers to help each achieve their goal of vehicle ownership, which includes free credit counseling/credit remediation if desired

by the applicate.

Finally, we counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription

is the fact that no long-term commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable,

simply turn it in (each is paying in advance), and preserve the ability to come back for a new vehicle in the future.

Finally, we are writing down

the vehicle each month, below depreciated “book” value, so if a vehicle is returned, we are never “upside down”

on market value versus book value.

When a vehicle is returned, either our own vehicle or a dealer vehicle for dealers using us as a platform,

we simply put it back out to another candidate, until one of our drivers purchases the vehicle.

Very clearly, without technology

and integrations available in the last few years, a subscription to an ownership platform such as DriveItAway could not exist.

that it does now, and we are introducing it into the market, enables us to achieve our mission to rationalize the one area of the automotive

industry that has yet to become efficient and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.

During the last year, DriveItAway,

acting as principal, did market pilots, and added a variety of EV and Hybrid Plug-In vehicles into its fleet, integrating different telematics,

marketing models and user surveys to engineer and gain experience in scaling as a mainstream EV subscription to ownership platform.

The DriveItAway program is uniquely

designed to help alleviate the two biggest impediments to a mainstream or subprime EV sale, the higher cost (spread out over as long

a period of time as required for our subscriber), and the “suitability” or anxiety of plunging into an EV sale.

Add to this the recognition and focus

on the need for more “mainstream” EV buyers to achieve EV growth goals in the US, by both private and public entities, and

the problem now becoming more apparent in the slower growth in EV sales as new EV inventory builds on dealer lots (now at a 120 days

supply and increasing), we clearly are on the right side of a long-term trend.

Indeed, all our EV subscribers have to do is run a new

or used EV for the required period of time in a subscription so that it is two model years old when the selling price is written down

to $25k or less, and he/she will receive a $4,000 or 30% of the sale price tax credit (in 2024 which can be signed over as cash to the

selling dealer, no waiting for a tax credit to come) on his or her purchase, courtesy of Inflation Reduction Act (note:

the buyer must

make less than $75k a year, or $150k for couples).

This used EV incentive, of 30% of the purchase

price or $4,000 (whichever is less), can easily be seen as perfect synergistic fit with the DriveItAway program, particularly working

in coordination with franchise car dealers.

With our program, a dealer can, by putting vehicles in a subscription service with our platform,

manufacture their own used car, qualifying for the substantial federal used car consumer tax incentive.

Also, as retailers have slimmer

sales profit margins on mainstream EVs, and will have up to 40-50% less service work on EVs (great for the consumer, not so good for

dealers), selling a mainstream EV vehicle twice – once in their subscription service using the DriveItAway platform and then as

a used car, with incentives, to the driver or another consumer – helps solve franchise dealer “margin compression”

issues as well.

During the past year used EV values plunged over

30% and continue to drop at a record pace, setting the stage for the DriveItAway platform to provide a turnkey profitable “safety

valve” for a dealer’s used EV inventory creating income and sales.

It is expected that in the coming quarters DriveItAway

will also be able to leverage this dramatic drop in EV resale value by acting as principal in financing its own fleet of used EV vehicles

and offering them at very affordable rates to its end user customers.

Getting EVs in mainstream consumer

hands in a beneficial, profitable way for all constituencies, “EVs for Everyone,” is another problem that we solve.

Key Industry Tailwinds

We believe the convergence of

key trends, including the increased supply of new and used vehicles, the pendulum swinging back to normal on new and used vehicle depreciation

curves (a radical shift from the last 24 months), rising interest rates, and a challenging economy (we are a counter cycle company),

the major private and public push for EV sales goals, and the entry-level worker shortage, all will contribute to the robust demand for

DriveItAway’s dealer administered consumer-focused subscription to ownership platform.

and Used Vehicle Supply is Increasing and Vehicles are Decreasing in Value.

the primary forecasters and OEMs have stated, clearly that the chip and parts supply shortage

has ended, and it is a fact that for the first time in two years new vehicle inventories

are climbing, currently at a 20 month high and building rapidly.

Commensurately, used vehicle

wholesale prices have plunged over the last few quarters, and now retail used car values

are continuing to fall.

Many dealers now have used inventory that is “underwater”

(not worth the cost value in the wholesale market), and so our platform now adds value to

win both incremental new market share and sell used vehicles without a wholesale loss.

Affordability is at an All Time Low, Interest Rates are Up, auto loan delinquency rates are

at a 17 year high and Repossessions are Up for all Financial Credit Ratings, but Most Dramatically

for Prime Vehicle Loans .

The average new car now sells for over $47,000 with

the average car payment above $700 a month with an average six-year term loan..

to increasing retail prices and interest rates pushing more folks out of the market, banks

for the first time in a long time are tightening up credit policies to reject higher credit

scores for vehicle financing.

Subprime loan delinquency rates are now the highest seen since

2006, and repossessions are on the rise, particularly in the prime lending segment As our

business is counter cycle, in that it both helps those consumers who need to spread out the

cost of a new or used vehicle, and particularly helps those who are cash or credit-challenged

to drive and then buy a vehicle, all of these macroeconomic indicators are now swinging back

to portend a greater need for our solution.

Focus for both Vehicle Manufacturers and Government is to Promote Widespread Mainstream EV

It is clear that federal EV adoption objectives are impossible to achieve

without the high volume, rapid adoption of EVs among mainstream, non-affluent vehicle buyers.

Also, vehicle manufacturers cannot hope to have an adequate return on the billions of dollars

invested in the development and manufacture of EV vehicles, without mainstream EV sales,

in addition to the current market 98% composed of luxury and premium luxury buyers.

public and private institutions recognize this, which is why the recent focus has been on

creating stimulus programs to subsidize the price of EVs and appeal to all buyers.

The DriveItAway

program fits perfectly to facilitate this much larger trend, the first company of its kind

to do so in this way.

are Coming Under Financial Pressure to Move EV Units and EVs Have Lower Profit Margins and

Dramatically Fewer Service Requirements .

As manufacturers introduce and hinge sales

growth on EV vehicles, and consumer demand for e-commerce continues to accelerate, new car

dealers are in a particularly difficult position, as profit margins will decrease rapidly,

in both sales and fixed operations.

Most all vehicle manufacturers, both in the US and abroad,

with the advent of new EV models, are putting a new sales model in place for franchise dealers,

the “agency model,” where the vehicle price and sales transaction is dictated

by the manufacturer online, and the dealer receives a fixed fee for customer delivery.

eliminates the dealer’s ability to set retail prices or negotiate a purchase.

this with the McKinsey & Co.

estimate that repair service income will drop 40-50% with

EVs, as compared to ICE units (EVs have approximately 200 moving parts, as compared to 2,000

for a gas unit), and profit marge compression for dealers is imminent and a growing concern.

Our program allows dealers who use our platform “two bites” at the sales apple,

once when a vehicle is put into a dealer’s rental/subscription company (the first sale),

and the second when that vehicle is sold used, either to the driver or another party, all

the while guaranteeing service work on the vehicle for an extended period of time.

nature of the subscription to ownership program, our dealer partners increase market share

and profit margins on EVs.

Companies in the US are in the Process of Major EV Usage and Sustainability Adoption .

Larger companies in the US are under increased pressure to document sustainability objectives,

particularly in the replacement of ICE units to EVs, in both their fleet and employee car

Bank of America, for instance, is giving all employees who make less than $100k a year

the incentive of an extra $4,000 for buying an EV.

In addition, many are subject to broader

ESG audits which have a very real impact on institutional investment, etc.

and are increasingly

emphasizing sustainability in their purchasing decisions to positively impact their communities

and the environment.

As the DriveItAway program gains more visibility in transparently and

efficiently accomplishing these larger companywide aligned goals, we see a much larger scalable

growth in working with large corporate constituencies.

Adoption of EVs Portends an Increased Focus on Vehicle Subscriptions.

Consumers are

shifting their lifestyles to include more subscription-based services, especially where battery-driven

technology obsolescence could be a major factor.

For example, most cell phones today are

under a subscription, rather than a purchase or lease contract, and cable television is quickly

being replaced in consumer households by subscription streaming.

Some major forecasters are

predicting the same for EVs as they grow in consumer adoption, that subscriptions will represent

even as much as one-third of all EV “sales.” Our subscription with optional ownership

technology and platform gives the consumer the best of both a subscription and the ability

to convert ownership when and if desired.

allows the company to scale rapidly in many locations, without the burden of fixed overhead or personnel expenses.

Without the technology available in recent years, it would not be possible

for DriveItAway to exist.

Many years ago, when the Buy Here/Pay Here market first developed it was necessary for those dealers to maintain

30/40% net profit margins, as typically a third of their vehicles ended up being repossessed, and, by the time the dealer actually received

the vehicle back, it was in such bad repair it was worth next to nothing.

Today, with embedded app based technology, we can greatly reduce most of

the risks, identify those problems that do occur quickly, and mitigate losses, so that we can maintain a high per-unit profit margin and

still price very competitively as compared to other choices our retail customers might have, allowing for a good profit margin for ourselves

and dealers that use us as a subscription/micro-lease platform.

most franchise dealers would like the extra profit and business

deep subprime candidates represent (they have been, typically the most loyal and highest profit margin sector of vehicle buyers), particularly

now when many “near prime” buyers are rapidly being reclassified as subprime, but do not want to deal with the typical problems

a “Buy Here/Pay Here” operation represents, nor do they want to operate that type of “victimizing” enterprise.

First, our all in-app subscription process is not only quicker and much

more transparent to our end user drivers, but it is also much easier to administer and maintain from an operational perspective.

uses a third-party screening service to review an applicant’s identity and background, his/her driving history and insurance risk,

income verification and employment, and credit tier.

While we do not require any particular credit score, we do require a ratio of income

to payment coverage for all renters, a clean driving history, and other criteria to mitigate risk.

This automated screening process runs

in the app with an API and is completed within minutes.

Once a candidate qualifies for the vehicle selected, we collect a security

deposit commensurate with the payment and value of the vehicle, and all drivers pay in advance by credit card or ACH inside the app.

such technologies existed, in the old days of “Buy Here/Pay Here” the payment process was (and still is in many of these small

stores), literally done in person on a weekly basis – obviously, there is a lot of collection friction in a manual process.

One major key to what we do is the placement of advanced telematics on

every vehicle we offer for subscription.

All drivers in our subscription contract are informed and agree to have a live-time telematics

device in each vehicle along with an ignition starter cut-off switch, which is tied back into our payment platform.

With this, DriveItAway

can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking, etc.) and can set up a “red flag”

monitor to identify unsafe driving.

Unsafe driving is not tolerated and will result in a warning and possible vehicle return.

the ignition starter cut-off switch automatically kills the start-up of the vehicle, if an advance payment is overdue (note:

in any way stop the vehicle while driving, but once the vehicle is shut off, it simply cannot be restarted, unless we “turn it back

This is not seen so much as a penalty, but a very explicit reminder that our driver must pay for the vehicle.

AI chat and automated system, a person can simply say when and what amount of payment they are prepared to make, and the vehicle will

turn on, even if the payment commitment is in the future (we do not want to strand anyone or cause undue hardship).

However, repeated

late payments can result in a vehicle requiring a return.

One note, our entire program is focused on keeping our subscribers who

want to buy “on the rails” and that is made clear at inception.

We work with our subscribers to help each achieve their goal

of vehicle ownership.

We counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription is

the fact that no long-term commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable, simply

turn it in (each is paying in advance), and preserve the ability to come back for a new vehicle in the future.

Very clearly, without technology and integrations available in the last

few years, a flexible lease to ownership platform such as DriveItAway could not exist.

The fact that it does now, and we are introducing

it into the market, enables us to achieve our mission to rationalize the one area of the automotive industry that has yet to become efficient

and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.

The EV Landscape

The DriveItAway program is uniquely designed to help alleviate the two

biggest impediments to a mainstream or subprime EV sale, the higher cost (spread out over as long a period of time as required for our

subscriber), and the “suitability” or anxiety of plunging into an EV sale.

While the future of federal EV new and used incentives is uncertain, what

is clear is that the transition from internal combustion to electric vehicles will continue, but at a slower pace, and stimulated by new

ways of ownership, one of which, we believe, will be the DriveItAway flexible lease program.

Also, during the past year used EV values continue to drop at a record

pace, setting the stage for the DriveItAway platform to provide a turnkey profitable “safety valve” for a dealer’s used

EV inventory creating income and sales.

It is expected that in the coming quarters DriveItAway will also be able to leverage this dramatic

drop in EV resale value by acting as principal in financing its own fleet of used EV vehicles and offering them at very affordable rates

to its end user customers.

Getting EVs in mainstream consumer hands in a beneficial, profitable way

for all constituencies, “EVs for Everyone,” is another problem that we solve.

Key Industry Tailwinds and Foundation for Future Growth

The year 2024 marked a dramatic shift in the automotive retail market,

back to more “normal” conditions.

Car dealers once again found themselves with an oversupply of vehicles, just as interest

rates moved up to the highest level in decades, driving “floor plan” carrying costs much higher.

At the same time, the average

new and used vehicle sales prices did not come down significantly from historic highs of prior years, and finance institutions tightened

credit and required higher down payment amounts, as delinquencies rose substantially.

This has squeezed more and more “subprime”

and “deep subprime” credit buyers out of the traditional market, leaving, again, few good personal vehicle purchase alternatives.

During this time, your Company has continued to lay the foundation for

rapid future growth.

As for the last one hundred and twenty or so years vehicles have been for sale, there has almost always been more

“supply” than “demand,” we worked past the current market anomaly and we prepared for the future by continuing

to develop the processes, technology, and relationships that we feel will make DriveItAway the high growth leader in its emerging market.

Highlights of the accomplishments of DriveItAway 2024 –

· March 2024 – After a successful pilot test, DriveItAway

announced its partnership with Partners Personnel, the 12th largest national staffing organization in the nation, to offer its micro-lease

program to employees to help people get to work, as one of the largest employment problems for entry level employees is getting to and

from the job, according to Kristy Gebhart, Regional Vice President and Chair for the Associate Resource Committee of Partners Personnel

· April 2024 – DriveItAway announced that automotive retailers

can use the DriveItAway technology, with fleet credit line options provided by Westlake Fleet, part of Westlake Financial, providing a

comprehensive package for a turnkey dealership-based flexible lease program

· May 2024 – DriveItAway secured a credit line of 2 million

dollars, from a respected rental industry veteran, to fund its own fleet of vehicles for the DriveItAway platform, expanding its direct

services and also serving as an introduction and demonstration to partner dealers on how the program works, to entice dealers to run their

own fleet using DriveItAway technology

· July 2024 – DriveItAway announced a partnership with Corporate

Claims Management, one of the oldest and largest independent comprehensive fleet service and accident management companies in the US,

for national vehicle maintenance, mechanical service and accident management for driver-focused quality fleet care

· July 2024 – DriveItAway announced a partnership with Chapman

Automotive Group, an eight location, multi-franchise dealership group in Pennsylvania and New Jersey, to supply new vehicles and to provide

DriveItAway’s micro-lease to ownership program to Chapman store customers

· September 2024 – DriveItAway announced a partnership with

AllShifts, one of the highest rated national healthcare staffing firms in the US, to help on-demand nurses get to the job

Long-Term Growth Strategy

We have made decisions and investments

with long-term objectives to scale rapidly.

We believe maintaining a long-term growth orientation is key to maximizing DriveItAway’s

impact and generating value for all stakeholders, looking towards larger market value potential with the massive changes afoot in the

automotive retail industry.

We plan to achieve this by continuing to lay down a firm foundation in technology, platform and partners,

and continue growth with positive unit economics.

Key levers of our growth strategy

and Continue to Redevelop our Platform as a SaaS For Larger Car Dealers and Large Fleet Providers.

plan to continue to refine and improve our platform to best accommodate dealers for use with

their own new and used vehicles, and as an entry-level point to grow market share both for

subprime customers and potential mainstream EV buyers.

Continued EV-Focused Pilots Acting as Principal to Service Customers Directly with Dealer

We think that as the current market for all vehicles becomes more challenging,

selling entry-level EVs in the volumes projected by the manufacturers will become particularly

difficult, and that programs like DriveItAway will become vital to stimulate mainstream EV

We plan to continue to gain experience and reputation in accommodating mainstream

EV adopters directly with our own inventory, anticipating likely support from manufacturers

and manufacturer-owned captive finance companies, as we make our presence known as a unique

Partnerships with Vehicle Fleet Providers for Consignment Vehicles as we Build Dealer Clients .

DriveItAway currently has relationships with two subscription/rental organizations, for

the consignment of lease vehicles to go into the DriveItAway program.

the specialization and uniqueness of the DriveItAway technology and platform, there is a

synergy in these fleet suppliers leasing vehicles to us for our target market, and gain from

our wholesale lease payments, then their alternative to go to the significant expense of

capturing our market directly.

In turn, this supplies us with wholesale inventory to expand

our direct market share, facilitating our growth and market presence.

and Expand Partnerships with Large Contract Labor Organizations and Corporates to Fulfill

Both Their ESG and Employee Retention and Recruitment Goals .

As we roll out our second successful pilot with a contract

labor organization, we, together, intend to scale our solution with many other large corporates

in strategically located regions throughout 2024.

Again, with larger reach and visibility,

this application and target market is large and vast, and alone presents scale to many thousands

to Expand Synergistic Partnerships with Industry Providers in Insurance, Lead Generation

and Telematics Infrastructure .

Over the last 24 months, we have dramatically increased

our partnerships with major insurance providers (with refined risk screening and launched

a “bring your own insurance” model in the second quarter of 2023), potential

lead generation partners (such as EV subscription services that only focus on subprime, absorbing

rejected leads into our sales funnel) and telematics providers (integration with innovative

new technologies for vehicle monitoring and control).

These relationships will allow us to

continue to refine, grow and scale our business, and provide our own innovations while improving

customer experience, with a minimum of infrastructure investment.

We will continue to grow

these partnerships and add additional partners, to leverage and refine our model.

Into More Regions of the US and Gain More Consumer Visibility .

One of the biggest

impediments to our growth, indeed, is the lack of DriveItAway as a visible alternative to

our target audiences - those subprime consumers whose alternatives for transportation ownership

our far worse, and, in addition to the new group of mainstream consumers who are interested

in EVs but do not want to take the risk of getting into a long-term financial commitment

before extensive use.

As we increase our inventory and presence in more contiguous regions

throughout the US, our visibility will increase.

In addition, we continue to present at auto

industry trade shows to gain more visibility among potential dealer and technology partners,

and our CEO regularly has articles published in trade industry journals.

New Business Models .

Our capabilities as a scalable direct-to-customer digital mobility

subscription to ownership platform, with proprietary integrated technology, position us to

drive the adoption of future business models.

This includes our expertise in managing what

we believe will become the largest centrally managed fleet of EV mainstream/credit challenged

consumer vehicles, with our subscription to ownership model, which in the future will allow

us to unlock future service offerings, including retail insurance, credit and funding products

to our consumer customer base.

As macro developments of oversupply and affordability

continue to create the automotive retail environment problems that the DriveItAway technology and platform was created to solve, and after

creating the foundational relationships and technologies to scale, we look forward to further rapid growth and achievements in 2025.

Your Company has a number of goals to further growth and be ready to leverage

what we see will be a massive waive towards alternative ways to drive and then buy new and used vehicles, particularly by younger buyers

in the 18-34 age range, who need transportation but lack the cash, credit, or even desire to immediately make a long term financial commitment

First, we want to substantially increase our credit line to operate our

own fleet of vehicles, to both increase revenues, continue to improve our technology, and act as an “open book” example to

car dealers that are interested in using our platform as software-as-a-service to operate a fleet and expand sales and market share.

see this as a unique competitive advantage of DriveItAway, in partnering with dealers to supply our own fleet, to show completely how

our program works – we don’t just offer SaaS, we put our “money where our mouth is” in demonstrating the returns

and advantages.

At root, we are designed for and remain an SaaS tool for dealers, but as any new innovation, the best sales process is

live demonstration.

Second, we want to continue to make strong and deep industry alliances,

not just with partner companies but with the best individuals in our sector of the market.

In 2025, our goal is to have some of the best

on a newly created Board of Advisors for your Company, and on our Board of Directors.

Now that we have laid a firm foundation, we are

looking for the best people to guide longer term strategy and growth, to fully leverage the massive opportunity we see before us.

Third, we want to open up the vast new market of small commercial (non-gig)

Up until now your company has focused demand for individuals, particularly those who need a vehicle to get to and from work,

in 2025 our goal is to expand this market to those who use their SUV, truck or van to work, not in a gig or rideshare capacity, but as

a small fleet vehicle.

There are over 3,275,000 vehicles used in small businesses in the US (Automotive

News, March 2024), representing a market size of over $300B with anticipated growth CAGR of 5.59 during the next year (Precedence Research,

DriveItAway is now creating a strategic plan to address this large and fast-growing market with one of the leading experts

in the fleet business, on how to address small commercial account needs with a flexible, pay as you go lease, with DriveItAway.

subprime individuals, the credit criteria for conventional financing is very limited for these businesses, so DriveItAway sees a scalable,

large opportunity to satisfy this need, in the same way it does for individuals, by de-risking the process for both the vehicle owner

and the customer, that ultimately leads to more opportunity and sales.

As of September 30, 2024, we

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SEC will be available free of charge by sending a written request to our corporate headquarters.

Additionally, the documents we file

with the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.

Additionally, the documents we file with

the SEC are or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.

Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330.

maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically

The SEC maintains

a website that contains reports, proxy and information statements and other information regarding registrants that file electronically

with the SEC.

6 unchanged sentences

filed with, or furnished to, the SEC.

The information contained in, or that can be accessed through, our website is not part of this

Annual Report.

The information contained in, or that can be accessed through, our website is not part of this Annual

We are not required to provide

4 unchanged sentences

leased virtual office space at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104 for its corporate office.

The lease has a term

The Company is not obligated to pay rent.

The lease had a term

of one year and was renewed on a month-to-month basis until August 2024, when the office was closed.

The Company is not obligated to pay

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

What changed 10-K

Item 1. Business