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Item 8. Financial Statements and Supplementary Data

2025-02-24 compared with 2024-03-08 · 1116 added, 899 removed, 473 unchanged (81% of the section changed)

Financial Statements and

Supplementary Data

Financial Statements and Supplementary

The following audited consolidated

4 unchanged sentences

SEPTEMBER 30, 2024

2023 and 2022

Report of Independent Registered Public

Accounting Firm (PCAOB ID NO:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes

in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID NO:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

to Consolidated Financial Statements

Report of Independent Registered Public Accounting

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DriveItAway

We have audited the accompanying consolidated balance sheet of DriveItAway

Holdings, Inc.

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

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

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

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

accounting principles generally accepted in the United States of America.

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

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

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

of September 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

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Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on these financial statements based on our audits.

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting

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of the Securities and Exchange Commission and the PCAOB.

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

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

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

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

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

material misstatement, whether due to error or fraud.

DriveItAway Holdings, Inc.

is not required to have, nor were we engaged

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

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

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

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

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

Our audit included performing procedures to assess the risks of material

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

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

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

presentation of the financial statements.

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

Such procedures

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

Our audit also included

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

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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

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

(1) relate to accounts or disclosures

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

The communication

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

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

The critical audit matters communicated below are matters arising from

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

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

subjective, or complex judgments.

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

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

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

Complex Debt Transaction

During the year under audit the Company entered into multiple

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

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

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

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

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

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

the accounting of the transaction.

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

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

extinguishment accounting.

Accounting Group & CPAs, LLP

We have served as DriveItAway

Holdings Inc.'s auditor since 2019.

During the year under audit the Company entered into multiple amendments

to their convertible note with AJB Capital Investments, LLC (see Note 7) that changed the terms of the original agreement, including changes

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

Due to the number

of modifications to the financing arrangement the accounting for the transaction was challenging and required complex auditor judgment,

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

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

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

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

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

/s/ Mac Accounting Group &

We served as DriveItAway Holdings

Inc.’s auditor since 2019.

Midvale, Utah

March 8, 2024

DriveItAway Holdings,

Consolidated Balance

Report of Independent Registered Public Accounting

To the Shareholders and

Board of Directors of DriveItAway Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of DriveItAway Holdings, Inc.

and Subsidiary (the “Company”) as of September 30, 2024, and the related consolidated

statements of operations, changes in stockholders’ deficit, and cash flows, for the year then ended, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year ended September 30,

2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company's ability to

continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As of September 30, 2024, the Company had a net loss of

$2,248,243, an accumulated deficit of $5,559,139 and the Company has not established sufficient revenue to cover its operating costs

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 year ending September 30, 2025.

These factors raise substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

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

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

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

an audit of its internal control over financial reporting.

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

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a

matter arising from the current audits of the financial statements that was communicated or required to be communicated to the Board of

Directors and that:

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

subjective, or complex judgments.

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

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

matter or on the accounts or disclosures to which it relates.

An audit of these elements is especially challenging

and requires auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of

specialized skill or knowledge needed.

Accounting for Warrants

issued in connection with Notes Payable

As described in Notes 8, Derivative Liabilities, the Company issued prefunded

warrants for the purchase of the Company’s common stock.

The fair market value of the Warrants were recorded as a derivative liability.

The assigned value of the warrants along with loan fees and broker fees was recorded as deferred financing costs and will be recorded

as a discount to the note, amortized straight line over the life of the Promissory Note.

The Company determined that this is an asset in accordance

with the guidance exception in ASC 470-20-25-2 (the “ASC”) which indicates the ASC does not apply when warrants

are issued to obtain a line of credit rather than in connection with the issuance of a debt instrument.

Issuing warrants to obtain a line

of credit is equivalent to paying a loan commitment or access fee (equivalent to the fair value of the warrant).

As such, these costs

meet the definition of an asset.

This exception applies, even if the line is fully drawn down at inception.

The Company recorded deferred

financing costs, net of discount of, $248,763, derivative liability of $1,386,014 and loss from change in fair value of derivative liability

of $342,751, as of and for the year ended September 30, 2024.

Our audit procedures included, but were not limited

to (1) a review of the assumptions by management and the guidance from the ASC (2) the derivative calculations, underlying assumptions

to arrive at fair value, initial recognition and subsequent measurement at the balance sheet date (3) the fair value model employed in

the derivative calculations (4) evaluation of whether the note exception from the ASC is applicable in the Company’s case (5) the

ability of the Company to realize the asset value and (6) the method of amortization.

/s/ Victor Mokuolu, CPA PLLC

We have served as the Company’s auditor since 2024.

Houston, Texas

February 24, 2025

DriveItAway Holdings, Inc.

Consolidated Balance Sheets

September 30,

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Current Assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Accounts receivable

Prepaid expenses

Total Current Assets

Fixed assets, net

Property, net

Intangible assets, net

Deferred financing costs, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

Accounts payable and accrued liabilities

Accrued interest-related parties

Accounts payable

Accrued interest - related party

Deferred revenue

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Due to related parties

Short term notes payable

Current portion of SBA Loan

Promissory notes payable, net of debt discount

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Promissory notes, payable - related parties, in default

Convertible notes payable, net of debt discount

Convertible notes payable, net, in default

Convertible notes payable, net

Derivative liability

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SBA Loan - noncurrent

Convertible notes payable - noncurrent, net of debt discount

Convertible note payable - noncurrent, net

Promissory notes payable - noncurrent

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Stockholders' Deficit

Preferred stock, $ .0001 par value;

10,000,000 shares authorized;

no shares issued and outstanding

Common stock, $ 0.0001

1,000,000,000

shares authorized;

shares issued and 106,536,622

outstanding at September 30, 2023 and 105,301,722

shares issued and 105,286,622

outstanding as of September 30, 2022, respectively

Preferred stock , $ 0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding

Common stock , $ 0.0001 par value, 1,000,000,000 shares authorized 113,701,722 shares issued, 113,686,622 outstanding as of September 30, 2024.

106,551,722 shares issued, and 106,536,622 outstanding as of September 30, 2023

Additional paid in capital

Treasury stock, at cost - 15,100

shares at September 30, 2023 and September 30, 2022

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

Accumulated deficit

( 3,310,896 )

( 2,380,759 )

Total Stockholders' Deficit

( 1,954,359 )

( 1,099,222 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

DriveItAway Holdings,

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September 30,

Cost of goods sold

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Operating Loss

( 1,185,156 )

Other Income (Expenses)

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

Gain on PPP loan forgiveness

Loss on extinguishment of debt

Other Income (expense)

Change in FV of derivative

Amortization debt discount

Amortization of deferred financing costs

Loss on extinguishment of debt

Interest expense

Interest expense - related parties

Interest income

Other income (expenses)

Total other income (expense)

Loss Before Income Tax

( 1,680,088 )

Provision for income taxes

Net Income (loss) before taxes

( 2,248,243 )

Income tax benefit

Net Income (Loss)

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$ ( 930,137 )

Net Loss Per Common Share

Basic and diluted net loss per common share

Basic and diluted weighted average number of common shares outstanding

Net loss per common share - basic and diluted

Weighted average of common shares - basic and diluted

DriveItAway Holdings,

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of Changes in Stockholders’ Deficit Years Ended September 30, 2024 and 2023

Total Stockholders’

Preferred Stock

Treasury Stock

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$ ( 1,099,222 )

Common stock issued in connection with promissory note

Stock based compensation

Preferred stock issued for conversion of debt- related party

Preferred stock issued for conversion of debt

Preferred stock issued for exercise of stock option - related party

Recapitalization

Common stock and warrant issued in connection with promissory note

Conversion of preferred stock to common stock

( 2,594,593 )

Cancellation of common shares against note receivable

( 1,475,365 )

Net Income (Loss)

Balance - September 30, 2023

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$ ( 1,954,359 )

Total Stockholders’

Preferred Stock

Treasury Stock

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( 1,954,359 )

$ ( 1,099,222 )

Common stock issued for cash

Common stock issued in connection with promissory note

Stock based compensation

Net Income (Loss)

Balance - September 30, 2023

Warrants issued for cash

( 2,248,243 )

Balance, September 30, 2024

( 3,959,602 )

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notes are an integral part of these consolidated financial statements.

DriveItAway Holdings,

Consolidated Statements

of Cash Flows

DriveItAway Holdings, Inc.

Consolidated Statements of Cash Flows

Years Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 930,137 )

$ ( 1,475,365 )

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

Gain on PPP Loan Forgiveness

Loss on debt extinguishment

Stock-based compensation

Net Income (Loss)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Amortization of deferred financing costs

Stock compensation

Loss on change in fair value of derivative liability

Loss on debt extinguishment

Amortization and depreciation

Amortization of debt discount

Discount on lines of credit

Additions to derivative liability

Discount on notes payable

Changes in operating assets and liabilities:

Prepaid website development

Prepaid expenses

Accounts receivable

Deferred revenue

Customer deposits

Accounts payable and accrued liabilities

Accrued liabilities- related party

Customer deposits

Accrued interest related party

Net Cash Used in Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary

Purchase of intangible assets

Purchase of fixed assets

Website development

Purchase of vehicles

Net Cash Used in Investing Activities

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Proceeds from related party advances

Repayments of related party advances

Repayment of related party advances

Proceeds from sale of common stock for cash

Proceeds from convertible notes payable

Proceeds from promissory notes payable - related parties

Proceeds from the sale of warrants

Proceeds from notes payable

Proceeds from lines of credit

Proceeds from promissory notes payable

Repayment of promissory notes payable

Proceeds from promissory notes - related party

Repayment of notes payable

Debt issuance costs

Net Cash Provided By Financing Activities

Net change in cash and restricted cash

Cash and restricted cash, beginning of period

Cash and restricted cash, end of period

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental cash flow information

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Cash paid for taxes

Non-cash Investing and Financing transactions:

Preferred stock issued for conversion of debt -related party

Preferred stock issued for conversion of debt

Common stock and warrant issued in connection with promissory note

Common stock in connection with promissory note

Preferred stock issued for exercise of stock option - related party

Conversion of preferred stock to common stock

Cancellation of common shares against note receivable

Non-cash transactions:

Common stock issued in connection with promissory note

Recognition of derivative liability as debt discount

Prepaid expenses reclassified to intangible assets

Note receivable exchanged for settlement of accrued wages

Debt discount in connection with original issue discount

Prepaid expenses reclassified to website development

Deferred financing costs

DriveItAway Holdings, Inc.

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Financial Statements September 30, 2024 and 2023

1 – Organization, Description of Business and Going

Note 1 – Organization, Description

of Business and Going Concern

Nature of Organization

DriveItAway Holdings, Inc.

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

On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently

changed its name to Creative Learning Corporation.

On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022,

disposed of BFK and its other subsidiaries involved in the learning business.

On April 18, 2022, the name was changed to DriveItAway

Holdings, Inc.

(“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006

as B2 Health, Inc.

On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company,

and concurrently changed its name to Creative Learning Corporation.

On February 24, 2022, the Company acquired DriveItAway, Inc., and

on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business.

On April 18, 2022, the name was changed

to DriveItAway Holdings, Inc.

On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida

limited liability company, which is a wholly owned subsidiary.

DIA Holdings is a national dealer

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stock (the “Share Exchange”).

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

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

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

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

converted their notes prior to December 31, 2022.

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

A total of 2,594,593

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

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

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

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

Recapitalization

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The consolidated financial statements

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

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

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

and the results of the Company from the acquisition date.

All share and per share information in the accompanying consolidated financial

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Going Concern

The Company’s financial

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

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

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

and cash used in operating activities of $ 445,105 .

The Company’s

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

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

course of business.

During the year ended September 30, 2024, the Company had a net loss of $ 2,248,243 ,

cash used in operating activities of $ 424,379 and a working capital deficit of $ 4,335,188 .

As of September 30, 2024, the Company had an accumulated deficit of $ 5,559,139 .

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

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

until it becomes profitable.

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

These factors

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

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

operating plan.

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

operating losses until it becomes profitable.

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

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

To continue as a going concern,

8 unchanged sentences

There is no assurance that the

Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms

satisfactory to the Company.

Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory

to the Company.

In addition, profitability will ultimately depend upon the level of revenues received from business operations.

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

there is no assurance that the Company will attain profitability.

The accompanying financial statements do not include any adjustments

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

2 – Summary of Significant Accounting Policies

of Presentation

Note 2 – Summary of Significant

Accounting Policies

Basis of Presentation

The accompanying audited consolidated

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

In the opinion of management, all adjustments,

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

the interim periods presented have been reflected herein.

of Consolidation

Basis of Consolidation

The consolidated financial statements

include the accounts of DriveItAway Holdings Inc.

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

and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”.

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

Use of Estimates

The preparation of consolidated

6 unchanged sentences

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

Currency Translation

Foreign Currency Translation

Foreign currency translation

is recognized in accordance with ASC 830.

2 unchanged sentences

losses are recognized upon receipt.

and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly

1 unchanged sentence

As of September 30, 2024, and

2022, the Company had cash of $ 4,632

and $ 127,109 ,

which included restricted cash of $ 18,559

respectively and did not have cash equivalents.

2023, the Company had cash of $ 33,588 and $ 4,632 , which included restricted cash of $ 0 and $ 18,559 , respectively and did no t have cash

Restricted Cash

As of September 30, 2024 and

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

in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional

September 30, 2023, the Company had $ 0 and $ 18,559 in restricted cash that is held by AJB Capital LLC, for funds advanced by them,

but are to be used for future payment for professional fees.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Accounts Receivable

The Company reviews accounts

6 unchanged sentences

As of September 30, 2024, and 2023, the balances in the allowance for doubtful accounts was $ 0 .

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

Maintenance and repair costs are charged to expense as incurred.

Major improvements, which extend the useful life of the related asset,

are capitalized.

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

net book value of the disposed asset.

Fixed assets are recorded at

cost and depreciated using the straight-line method over the estimated useful lives, currently seven (7) years.

Maintenance and repair

costs are charged to expense as incurred.

Major improvements, which extend the useful life of the related asset, are capitalized.

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

disposed asset.

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

intangible assets include website and software development costs.

The costs incurred in the preliminary stages of website and software

development are expensed as incurred.

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

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

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

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

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

Amortization expense related to

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

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

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

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

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

Intangible Assets

Our intangible assets include

website and software development costs.

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

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

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

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

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

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

Amortization expense related to capitalized website

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

Capitalized development activities

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

The estimated

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

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

We remove fully amortized website

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

Construction-in-progress

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

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

a straight-line basis over the lease term.

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

straight-line basis over the lease term.

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

Value Measurements

Fair Value Measurements

The Company follows ASC 820,

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fair value hierarchy are described below:

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Level 1 applies to assets or

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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;

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

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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.

liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value

of the assets or liabilities.

The carrying amounts shown on

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Derivative liabilities are valued at Level 3.

The following table provides a summary of changes

in fair value of the Company’s Level 3 financial liabilities as of September 30, 2024 and 2023:

Schedule of fair value of financial assets and liabilities

Fair Value Measurements at September

30, 2023 using:

Fair Value Measurements at September 30, 2024 using:

September 30, 2024

Quoted Prices in Active Markets for

Identical Assets (Level 1)

Significant Other Observable Inputs

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

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Derivative Liabilities

Fair Value Measurements at September

30, 2022 using:

Fair Value Measurements at September 30, 2023 using:

September 30, 2023

Quoted Prices in Active Markets for

Identical Assets (Level 1)

Significant Other Observable Inputs

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

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Derivative Liabilities

The following table provides a summary of changes

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

Financial Instruments

Derivative Financial Instruments

The Company accounts for their

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event that caused the reclassification.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The Black-Scholes option valuation

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that can materially affect the fair value estimates.

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

with Customers, for all periods presented.

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

in the automotive rental industry.

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

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

Through its platform the Company will track vehicle

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

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

the listed purchase price.

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

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

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

When the customer books

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

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

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

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

In instances when a customer

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

Additionally, contracts

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

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

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

(“dealerships”).

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

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

For vehicles made available through dealerships

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

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

The vehicle rental arrangements

are over a fixed contracted period;

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.

The Company, through

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

The Company assists subprime

and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under

a Pay-As You-Go program.

Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage

payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure

financing if the Company determined they wanted to sell the vehicle at the listed purchase price.

During the years ended September 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

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

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.

The Company analyzes the start dates of all contracts

and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

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.

Initial non-refundable fees are recognized when payment

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

Miscellaneous charges for extra mileage, late

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

card charge goes through.

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

their account for fees incurred.

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

date and relate to usages after that date.

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

and deferred revenue was $ 7,233

and $ 2,101 ,

respectively.

In addition to the costs associated

with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from

the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments

through its credit card processors.

The Company 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 and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each

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

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

fees incurred.

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

to usages after that date.

As of September 30, 2024 and 2023 refundable deposits were $ 1,339 and $ 2,234 and deferred revenue was $ 3,306

and $ 7,233 , respectively.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

In addition to the costs associated with rental revenue

and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections

and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit

card processors.

Stock-Based Compensation

The Company recognizes compensation

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The determination of fair value using the BlackScholes pricing model is affected by our

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

the risk-free interest rate.

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

risk-free interest rate.

and Marketing Costs

2 unchanged sentences

The Company incurred advertising and marketing costs for the years ended September 30, 2024 and 2023 of $ 6,819

and $ 33,883 ,

respectively.

and $ 38,972 , respectively.

The provision for income taxes

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

Loss per Share of Common Stock

Net Loss per Share of Common Stock

The Company calculates net loss

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

Schedule of computation

of diluted net loss per share

Schedule of computation of diluted net loss per share

September 30,

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Reclassification

Certain accounts from prior periods

have been reclassified to conform to the current period presentation.

Accounting Pronouncements

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

impact on the Company.

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

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

3 – Related Party Transactions

Certain accounts from prior periods have been reclassified to conform to

the current period presentation.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Recent Accounting Pronouncements

the period from October 2024 through January 2025 the FASB issued Accounting Standards Update 2023-09-Income Taxes (Topic 740):

to Income Tax Disclosures.

This amendment is effective for annual periods beginning after December 15, 2024.

Management has evaluated

other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact

on our consolidated financial statements and related disclosures.

Note 3 – Related Party Transactions

Related Party Notes Payable

On September 13, 2019, the Company

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

with a maturity date of September 13, 2022.

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

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

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

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

Note to Adam Potash, for $ 15,000 ,

which matures on December

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

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

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

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

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

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

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

At the closing of the Share Exchange

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

and interest of $ 9,565

due under the notes into 52,284

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

shares of Series A Preferred (see Note 6).

On March 1, 2023, the Company entered

into three promissory note agreements with three related parties for a total of $ 50,000

with interest bearing at 15 %

per annum, maturity date of 120 days from issuance (June 30, 2023) and issuance of 100,000

warrants with exercise price of $0.05 that expire on March

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

were assigned a value of $ 3,068

On September 13, 2019, the Company issued a Convertible

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

of September 13, 2022.

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

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

On December 24, 2020, the Company

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

Each of the notes bear interest

at a rate of 6 % per annum.

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

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

In the event DIA enters

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

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

In the event DIA

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

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

At the closing of the Share Exchange on February 24,

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

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

(see Note 5).

On March 1, 2023, the Company entered into three promissory

note agreements with three related parties for a total of $ 50,000 with interest bearing at 15 % per annum, maturity date of 120 days from

issuance (June 30, 2023) and issuance of 100,000 warrants with exercise price of $0.05 that expire on March 1, 2028 ( 5 year).

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

$ 3,068 which was recorded as a derivative liability and debt discount (see Note 5).

During the years ended September

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

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

respectively.

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

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

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

During the years ended

September 30, 2024 and 2023, the Company recorded related party interest expense of $ 8,595

and $ 4,918 ,

respectively and amortization of debt discount of $ 0 and $ 3,068 , respectively.

As of September 30, 2024, the promissory note payable

– related party balance was $ 42,500 .

As of September 30, 2024, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 42,500

and owed unpaid interest of $ 12,752 .

As of September 30, 2023, the Company had defaulted on the promissory notes

payable with aggregate outstanding principal of $ 50,000 and owed unpaid interest of $ 4,918 .

Advances and Repayments

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During the year ended September 30, 2024 and 2023, related parties made payments on the Company’s

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

and $ 3,435 ,

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

and $ 3,355 ,

respectively.

behalf or provided short-term advances to the Company totaling $ 0 and $ 26,460 , respectively, and the Company made repayments to related

parties of $ 0 and $ 1,460 , respectively.

As of September 30, 2024 and

2022, the Company owed related parties $ 25,080

respectively, for this activity.

4 – Note Receivable

A note receivable of $ 150,000

was issued to DriveItAway Holdings, Inc.

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

(see Note 6).

The note receivable was unsecured, due on April

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

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

shares of the Company’s common stock for cancellation.

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

due under the note in full by returning 500,000

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

During the year ended September 30, 2022 the Company

offset the remaining $ 50,000

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

5 – Fixed and Intangible Assets

2023, the Company owed related parties $ 25,080 for this activity.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Note 4 – Fixed and Intangible

The following table

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Vehicles, net

During the years ended September

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

and $ 157,864 ,

respectively, and recorded depreciation of $ 32,239

and $ 8,436 ,

During the years ended

September 30, 2024 and 2023, the Company purchased passenger vehicles for $ 642,647 and $ 67,039 ,

respectively, and recorded depreciation of $ 51,880 and $ 32,239 ,

respectively.

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Website development costs

Accumulated depreciation

During the year ended September 30,

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

which was recorded as a prepaid asset.

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

and reclassed the $ 10,498

incurred in the prior year to the intangible asset account.

Accumulated amortization

During the years ended September 30, 2024 and 2023 the Company recorded

amortization of $ 4,544

respectively.

amortization of $ 5,444 and $ 4,544 , respectively.

Note 5 – Equity

The Company has authorized one

billion ( 1,000,000,000 )

shares of common stock having a par value of $ 0.0001

per share, and ten million ( 10,000,000 )

shares of preferred stock having a par value of $0 .0001

All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration

and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless

the Board of Directors deems it advisable to obtain the advice of the stockholders.

billion ( 1,000,000,000 ) shares of common stock having a par value of $ 0.0001 per share, and ten million ( 10,000,000 ) shares of preferred

stock having a par value of $ 0.0001 per share.

All or any part of the capital stock may be issued by the Corporation from time to time

and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders,

as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.

Series A Preferred Stock

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

The Board has authorized the issuance of 5,000,000

shares of Series A Preferred.

The Series A Preferred Stock has the following rights and preferences:

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

share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the

record date of the dividend declared on the Common Stock.

Li q uidation

Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01

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

The Series A Preferred Stock has the following rights

and preferences:

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

have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date

of the dividend declared on the Common Stock.

Li q uidation Preference :

The Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01

per share as a liquidation preference before any distribution may be made to the holders of any junior security, including the Common

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

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

Votin g Ri g hts :

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

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

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

Each holder of Series A Preferred Stock shall

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

Conversion Ri g hts :

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

Conversion Ri g ht :

Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock at any time that there are

less than 200,000 shares of Series A Preferred Stock outstanding.

During the year ended September

30, 2021, the Company issued 300,000

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

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

The shares were issued to a consulting

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

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

and $ 288,461 ,

respectively, and was included in general and administrative expense.

During the year ended September

30, 2022, the Company issued 294,593

shares of DIA common stock which were automatically converted into 294,593

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

The preferred stock is reflected retroactively

for all periods presented and included the following:

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

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

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

to related parties of $ 84,375 .

On April 20, 2022, holders of

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

shares of common stock.

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

mandatorily convert the remaining 129,809

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

shares of common stock.

During the year ended

September 30, 2023 there were no

Each holder of Series A Preferred Stock shall also

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Voluntar y Conversion Ri g hts :

Each share of Series

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

Mandator y Conversion

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

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

During the years ended

September 30, 2024 and 2023 there were no

issuances of the Series A Preferred shares.

As of September 30, 2023

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

Reor g anization

On February 24, 2022, the Company

recognized the equity of Driveitaway Holdings, Inc.

as part of the reorganization which resulted in the Company recognizing the issuance

of 13,716,041

shares of common stock and 15,100

shares of treasury stock, at a value of $130,381.

The following table summarizes

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

Schedule of assets acquired and liabilities assumed

Notes receivable (Note 4)

Accounts payable and accrued liabilities

Net assets acquired and liabilities assumed

On February 24, 2022, the Company

issued 4,000,000

shares of common stock valued at $ 65,274

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

(see Note 8).

On April 20, 2022, the Company

issued 88,085,681

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

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

In May 2022, 500,000

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

(see Note 4).

On October 17, 2022, 250,000 shares

of common stock, valued at $ 15,000

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

On October 31, 2022, the Company

issued 1,000,000

shares of common stock valued at $ 60,000

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

(see Note 8).

As of September 30, 2024 and

the Company had 106,551,722

and 105,301,722

common shares issued, respectively.

2023, the Company had no shares of Series A Preferred stock outstanding, respectively.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

On October 17, 2022, 250,000 shares

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

On October 31, 2022, the Company issued 1,000,000

shares of common stock valued at $ 60,000 for commitment fees in conjunction with the amendment of a promissory note of $ 750,000 (see Note

On February 23, 2024, the

Company issued 5,000,000 shares of common stock valued at $ 50,000 for commitment fees in conjunction with the issuance of a promissory

note of $ 140,000 .

In May 2024, the Company issued 750,000 shares of

its common stock to an accredited investor for $ 15,000 in gross proceeds.

In May 2024, the Company issued 1,000,000

shares of common stock valued at $ 70,000 for commitment fees in conjunction with the issuance of a promissory note in

the amount of $ 63,000 .

In July 2024, the Company issued 400,000 shares of

its common stock to four accredited investors for $ 8,000 in gross proceeds.

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

113,701,722 and 106,551,722 common shares issued, respectively.

Treasury Stock

3 unchanged sentences

As of September

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

shares of treasury stock valued at $ 18,126 .

Stock Options

On June 12, 2020, DIA’s

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

The Equity Plan permits

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

Pursuant to the Equity Plan, 400,000

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

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

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

other equity-based awards.

As of September 30, 2021, DIA

stock options outstanding under the Equity Plan to Messrs.

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

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

of the stock options had vested and Messrs.

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

vested stock options issued to them.

The options were converted into 112,500

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

shares of Series A Preferred.

The balance of the stock options issued to Messrs.

Possumato and Potash were cancelled.

options had an exercise price of $ 0.75

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

owed to each of Messrs.

Possumato and Potash.

Also, at the closing of the

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

As of September 30, 2021, DIAH

had 2,177,571

options outstanding, of which 1,882,793

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

were exercised in a cashless exchange for 155,103

common shares.

Accordingly, as of September

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

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

On February 24, 2022, in conjunction

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

the Company issued 1,000,000

warrants for $ 0.30

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

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

a value of $ 107,283

which was recorded as a derivative liability and debt discount.

with the issuance of a promissory note of $ 750,000 , the Company issued 1,000,000 warrants for $0.30 per share.

The transaction led to

no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (see Note 8), therefore the

equity environment became tainted and the warrants qualified for derivative accounting and were assigned a value of $ 107,283 which was

recorded as a derivative liability and debt discount.

The warrants expire on February 24, 2027 .

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

In June 2022, in conjunction

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

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

warrants for $ 0.30

with a private offering and the issuance of secured promissory notes of $ 250,000 (see Note 8), the Company issued 125,000 warrants for

$0.30 per share.

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

and were assigned a value of $ 8,136

which was recorded as a derivative liability and debt discount.

and were assigned a value of $ 8,136 which was recorded as a derivative liability and debt discount.

The warrants expire in June 2027.

In November 2022, in conjunction

with a private offering and the issuance of secured promissory notes of $ 200,000 ,

the Company issued 100,000

warrants for $ 0.30

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

and were assigned a value of $ 4,074

which was recorded as a derivative liability and debt discount.

with a private offering and the issuance of secured promissory notes of $ 200,000 , the Company issued 100,000 warrants for $0.30 per share.

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

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

The warrants expire in November 2027.

In February 2023, in conjunction

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

warrants with exercise price of $ 0.05

were issued that expire on February

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

warrants issued with an exercise price of $ 0.30

previously issued with the original promissory note.

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

qualified for derivative accounting and were assigned a value of $ 21,469

which was recorded as a derivative liability and debt discount.

In March 2023, 125,000

warrants with exercise price of $ 0.05

were issued that expire on March

with a promissory note amendment which was recognized as debt extinguishment, 2,000,000 warrants with exercise price of $ 0.05 were issued

that expire on February 24, 2027 ( 4 year), which replaced the original 1,000,000 warrants issued with an exercise price of $0.30 previously

issued with the original promissory note.

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

derivative accounting and were assigned a value of $21,469 which was recorded as a derivative liability and debt discount.

In March 2023, 125,000 warrants

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

As a result of the Company’s equity environment

being tainted the warrants qualified for derivative accounting and were assigned a value of $3,837 which was recorded as a derivative

liability and debt discount.

In December 2023, in conjunction with the issuance

of a promissory note of $ 195,000 , the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for

nominal exercise price of $ 0.00001 per share.

The warrant is exercisable at any time on or after December 15, 2023 and until the

warrant is exercised in full.

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes

a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

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

were assigned a value of $ 3,837

which was recorded as a derivative liability and debt discount.

were assigned a value of $ 248,952 which was recorded as a derivative liability.

The note was discounted to a principal balance of $ 0 and

a debt discount of $ 195,000 was recorded at inception.

The difference between the fair value of the warrants and the net proceeds received

was recognized as interest expense.

In May 2024, in conjunction with the issuance of a

promissory note of $ 63,000 , the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for nominal exercise

price of $ 0.00001 per share.

The warrant is exercisable at any time on or after May 28, 2024 and until the warrant is exercised in full.

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation

on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

As a result of

the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 348,500

which was recorded as a derivative liability.

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

recorded at inception.

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

In May 2024, in conjunction with the issuance of a

line of credit of $ 2,000,000 , the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for

nominal exercise price of $ 0.00001 per share.

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

is exercised in full.

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a

beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

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

were assigned a value of $ 180,000 which was recorded as a derivative liability.

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

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

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

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

In June 2024, in conjunction with the issuance of

a line of credit of $ 250,000 , the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for

nominal exercise price of $ 0.00001 per share.

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

is exercised in full.

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a

beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

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

were assigned a value of $ 337,500 which was recorded as a derivative liability.

As the assigned value of the warrants plus a $ 25,000 original

issue discount and $12,500 of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred

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

Discounts will be amortized

over the repayment term of the draw.

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

as interest expense.

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

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

The warrant has no expiration

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

The second tranche of $ 50,000 is due

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

On August 19, 2024, the Company received the funding

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

of $ 0.08 per share.

The warrant has no expiration date.

At any time 90 days after the second tranche funding

date the investor may invest an additional $ 50,000 and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000

shares of Common Stock in the and a cash warrant to purchase up to 333,333 shares of Common Stock at an exercise price of $ 0.08 per share.

The warrant does not have an expiration date.

All derivative liabilities recognized

13 unchanged sentences

Expired/Cancelled

( 1,000,000 )

Balance as of September 30, 2023

Expired/Cancelled

( 1,000,000 )

Balance as of September 30, 2024

The intrinsic value of the warrants

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

* 25,666,666 warrants issued during the year ending September 30, 2024

do not have an expiration date.

The intrinsic value of the warrants as of September 30, 2024 and 2023 is

$ 200 and $ 0 .

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

7 – Notes Payable

On April 28, 2020, the Company

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

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

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

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

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

In order to qualify

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

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

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

and accrued interest of $ 398

were forgiven and recognized as other income.

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

expense of $ 0

respectively.

On June 3, 2020, the Company

entered into a SBA Loan for $ 78,500

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Note 6 – Notes Payable

On June 3, 2020, the

Company entered into a SBA Loan for $ 78,500

at a rate of 3.75 %.

14 unchanged sentences

Promissory Notes Payable, in Default

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

worth of Units to U.S.

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

promissory notes with an aggregate principal amount of $250,000 for cash proceeds of $230,000 (net of an original issuance discount of

$20,000), and the issuance of 125,000 warrants (see Note 6).

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

in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative

liability of $50,491.

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

and were assigned a value of $8,136 which was recorded as a derivative liability (see Note 9) and debt discount.

The total debt discount

of $78,627 is being amortized to interest expense over the term of the Note.

The debt discount was $0 on September 30, 2024.

matured in June 2024 and are still outstanding.

On March 1, 2023, the Company

entered into a promissory note agreement with an investor for amount of $ 12,500

with interest bearing at 15 %

per annum, maturity date of 120 days from issuance and issuance of 25,000

warrants with exercise price of $ 0.05

that expire on

1, 2028 (5 year).

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

derivative accounting and were assigned a value of $ 767

entered into a promissory note agreement with an investor for amount of $ 12,500 with interest bearing at 15 % per annum, maturity date

of 120 days from issuance and issuance of 25,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028 (5 year).

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

$ 767 which was recorded as a derivative liability and debt discount (see Note 6).

During the year ended September 30,2023, the Company

recorded interest expense of $ 1,109

and amortization of debt discount of $ 767 .

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

resulting in a note payable balance of $ 12,500

and accrued interest of $ 1,109 .

During the years ended September 30,2024, the Company

recorded interest expense of $ 2,500 and $ 1,109 and amortization of debt discount of $ 0 and $ 767 , respectively.

As of September 30, 2024,

the debt discount recorded on the note was $0, resulting in a note payable balance of $ 12,500 and accrued interest of $ 3,609 .

As of September

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

During the year ended September

30, 2024 , the Company reclassified a promissory note entered on March 1, 2023 with a value of $ 7,500 , with interest bearing 15%

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

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

director, no longer being considered a related party.

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

qualified for derivative accounting and were assigned a value of $460 which was recorded as a derivative liability and debt discount (see

During the year ended September 30, 2024 and 2023 , the Company recorded interest

expense of $ 1,500 and $ 1,791 , respectively.

As of September 30, 2024 and 2023, the accrued interest on the promissory note was $ 2,166

and $ 666 , respectively.

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

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Credit Agreement

On March 1, 2024, DIA Leasing,

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

(“DIA”), closed a $2,000,000

line of credit facility (the “Credit Facility”) with an investor (the “Lender”).

In connection with the Credit

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

Pursuant to the Credit Agreement

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

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

The Lender committed to provide up

to $250,000 for each draw and up to $2,000,000 of letters of credit.

The Borrower must use the letters of credit and the proceeds of the

draws only for the purchase of motor vehicles to be used in the course of the Borrower’s business.

As of the date hereof, there

are no Loans or letters of credit outstanding under the Credit Agreement.

The Borrower will pay a commitment fee to the Lender’s

broker equal to 2.0% of the available commitments.

DIA is a guarantor on the draws.

Promissory Note

Pursuant to the Promissory Note

(the “Note”) dated May 1, 2024, Borrower promises to pay Lender the principal sum of Two Million Dollars and 00/100 ($2,000,000.00),

or so much thereof as may be disbursed to, or for the benefit of the Borrower, for the sole purpose of purchasing new motor vehicles for

use in Borrower’s business.

Disbursements shall be at the sole discretion of the Lender.

The unpaid principal of this line of credit

shall bear simple interest at the rate of fifteen percent (15%) per annum.

Interest shall be calculated based on the principal balance

as may be adjusted from time to time to reflect additional advances.

Each advance of principal shall

be called a “Draw”.

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

The eight Draws may be taken at any time over the 180 days following execution of the Note.

Each Draw will be paid over a period of eighteen

(18) months from the date that the funds for each Draw are disbursed to Borrower.

During the first three (3) months after disbursement,

Borrower shall make payments of interest only on the funds disbursed.

From month four (4) through month seventeen (17), Borrower shall

make payments of principal and interest based on an amortization of forty-eight (48) months.

On month eighteen (18) all outstanding principal

and unpaid interest shall be paid in full.

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

The Borrower shall be in default

of this Note on the occurrence of any of the following events:

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

principal or interest payments hereunder or any term contained in the Loan Documents.

(ii) the Borrower shall be dissolved or liquidated;

(iii) the Borrower shall make an assignment for the benefit of creditors or shall be unable to, or shall admit in writing their inability

to pay their debts as they become due;

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

law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, or any such action shall be commenced

against the undersigned;

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

garnishment, attachment, levy or execution.

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

be immediately due and payable.

As of September 30, 2024,

the Company has drawn $ 526,978 on

the Promissory Note and $ 47,500 in

broker and legal fees.

The Company recorded deferred offering costs of $ 199,999 related to the warrant issued in conjunction with

the Promissory Note.

The Company amortized $ 55,328 of

deferred offering costs during the year ended September 30, 2024.

The amount of interest accrued and paid on the Promissory note was

$ 12,752 17,253 as

of September 30, 2024.

The promissory notes payable balance was $ 540,129 as

of September 30, 2024.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Security Agreement

Pursuant to a Security Agreement

dated May 1, 2024, all vehicles purchased shall be titled in the name of Borrower, and Borrower consents to a lien in favor of Lender

on the title to each vehicle purchased.

Lender shall only be required to release the lien on each vehicle once Lender has received payment

in full of all principal, interest, and any other sums due on the Draw through which the vehicle was purchased.

The net book value of

the vehicles that serve as collateral on this obligation is $ 620,185 .

The gross value of the pledged vehicles is less than the gross borrowings

on the Promissory Note.

As further consideration for the

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

common stock.

The fair market value of the Warrant was $ 180,000 the date of grant, which was recorded as a derivative liability.

value of the warrants along with $ 7,500 of loan fees and a 2% (or $ 40,000 ) required broker fee was initially recorded as deferred financing

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

Promissory Notes Payable

1 unchanged sentence

a note payable with a face amount of $ 35,982 .

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

payment processing services until the Company has repaid the $ 35,982

(including fixed fees of $ 3,682

or approximately 10% of the note amount).

The Company received net proceeds of $ 32,300

and the $ 3,685

of fixed fees were recorded as debt discount.

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

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

and rolled $ 8,230

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

Under the terms of the agreement, the lender will withhold 20% of the Company’s daily

funds arising from sales through the lender’s payment processing services until the Company has repaid the $ 35,982 (including fixed

fees of $ 3,682 or approximately 10% of the note amount).

The Company received net proceeds of $ 32,300 and the $ 3,685 of fixed fees were

recorded as debt discount.

As of September 30, 2023, the Company had amortized the full $ 3,682 of debt discount, had made repayments of

$ 27,752 , and rolled $ 8,230 of the note’s principal still due into a second note (see below), therefore the loan was considered paid

On August 15, 2023 the Company

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

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

payment processing services until the Company has repaid the $ 64,206

(including fixed fees of $ 6,206

or approximately 10% of the note amount).

The Company received net proceeds of $ 49,770

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

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

of fixed fees as a debt discount.

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

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

resulting in a debt discount balance of $ 5,861

and a principal balance of $ 49,947 ,

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

The following represents the future

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

Under the terms of the agreement,

the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services

until the Company has repaid the $ 64,206 (including fixed fees of $ 6,206 or approximately 10% of the note amount).

The Company received

net proceeds of $ 49,770 after paying off the May 1, 2023 note and rolling $8,230 of its balance into the August 15, 2023 note and recording

the $ 6,206 of fixed fees as a debt discount.

As of September 30, 2024, the Company had amortized the full $ 6,206 of the debt discount

and made repayments of $ 57,820 and rolled $ 6,386 of the note’s principal still due into a third note (see below), therefore the

loan was considered paid in full.

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

Under the terms of the

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

services until the Company has repaid the $ 57,474 (including fixed fees of $ 5,974 or approximately 10% of the note amount).

received net proceeds of $ 44,644 after paying off the August 15, 2023 note and rolling $ 6,856 of its balance into the February 22, 2024

note and recording the $ 5,974 of fixed fees as a debt discount.

As of September 30, 2024, the Company had amortized the full $ 5,974 of

the debt discount and made repayments of $ 38,211 and rolled $ 19,263 of the note’s principal still due into a fourth note (see below),

therefore the loan was considered paid in full.

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

Under the terms of the agreement,

the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services

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

The Company received

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

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

As of September 30, 2024, the Company had amortized $ 2,939 of the debt discount

and made repayments of $ 49,496 , resulting in a debt discount balance of $ 5,861 and a loan balance of $ 39,304 , for a net note balance of

$ 38,159 at September 30, 2024.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The following represents the future aggregate maturities

as of September 30, 2024 of the Company’s Promissory Notes Payable:

Schedule of future aggregate maturities

Fiscal year ending September 30,

8 – Convertible Notes Payable

Knightsgate Ventures II, LP Note

On April 1, 2021, DIA borrowed

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

The loan matures on December

The Convertible Note automatically

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

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

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

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

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

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

In the event DIA

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

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

Effective February 24, 2022,

principal of $ 250,000

and accrued interest of $ 10,816

was converted into 72,368

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

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

owed to the lender as of September 30, 2022.

During the years ended September

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

and $ 4,833 ,

respectively.

Individual Investor Notes

During the year ended September

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

The notes bear interest at a rate of 8 %

per annum, mature on December

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

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

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

Company recorded interest expense of $ 0

on the notes, respectively

In March 2022, the holders of all

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

and accrued interest of $ 2,641

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

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

owed to the investors as of September 30, 2022.

Note 7 – Convertible Notes Payable

AJB Capital Investments, LLC Note

1 unchanged sentence

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

and issued a Promissory Note in the principal amount of $ 750,000

(the “AJB Note”) to AJB in a private transaction for a purchase price of $ 675,000

(after giving effect to a 10% original issue discount).

In connection with the sale of the AJB Note, the Company also paid $ 33,750

in certain fees and due diligence costs of AJB and brokerage fees to J.H.

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

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

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

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

Darbie & Co., a registered broker dealer.

payment of the fees and costs, the net proceeds to the Company were $ 641,250 ,

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

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

corporate purposes.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The maturity date of the AJB

Note was extended to February 25, 2025 .

The AJB Note bears interest at 10 %

per annum for the original note’s period and 12% per annum for extension period which was started from August 24, 2022, and it

is payable on the first of each month beginning April 1, 2022.

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

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

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

7 unchanged sentences

The conversion is subject to reduction in the following situations:

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

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

(iii) a 15% discount will apply if

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

(iv) a 15% discount will apply if the

note cannot be converted into free trading shares 181 days after its issue date;

(v) in the event any other party has the right to convert

debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in

determining the conversion price;

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

on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion

price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares,

except for any issuance that is an exempt issuance.

Also pursuant to the SPA, the Company

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

payable in the form of 4,000,000

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

If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell

the Commitment Fee Shares for $ 800,000 ,

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

However, if the Company pays

the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000

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

On issuance of the note, the Company determined that the guarantee on the commitment fee was a make-whole provision and an embedded derivative

within the host instrument.

The guarantee was bifurcated from the host instrument and recorded as a derivative liability valued at $ 384,287

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

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

(ii) a 15% discount

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

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

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

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

into free trading shares 181 days after its issue date;

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

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

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

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

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

is an exempt issuance.

Also pursuant to the SPA, the Company was to pay AJB

a commitment fee of $ 800,000 , payable in the form of 4,000,000 unregistered shares of the Company’s common stock (the “Commitment

Fee Shares”) which were issued at note inception.

If, after the sixth month anniversary of closing and before the thirty-sixth month

anniversary of closing, AJB has been unable to sell the Commitment Fee Shares for $ 800,000 , then the Company may be required to issue

additional shares or pay cash in the amount of the shortfall.

However, if the Company pays the AJB Note off on or before its maturity

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

to $ 400,000 .

On issuance of the note, the Company determined that the guarantee on the commitment fee was a make-whole provision and an

embedded derivative within the host instrument.

The guarantee was bifurcated from the host instrument and recorded as a derivative liability

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

Pursuant to the SPA, the Company

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

stock for $ 0.30

per share, which was assigned a value of $107,283 that was recorded as derivative liability (see Notes 6 and 9).

stock for $ 0.30 per share, which was assigned a value of $107,283 that was recorded as derivative liability (see Notes 6 and 9).

expire on February 24, 2027 .

The warrants also include various covenants of the Company for the benefit of the warrant holder and

includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right

to exercise the warrants.

After recording the derivative

liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000

common shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned

a value of $ 65,274

(see Note 6).

The allocation of the financing costs of $ 108,750 ,

the derivative for the guarantee of $ 384,287 ,

the derivative for the warrant of $ 107,283 ,

and issuance of the 4,000,000

Commitment Fee shares of $ 65,274 ,

to the debt component resulted in a $ 665,594

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

On October 31, 2022, the Company

amended the AJB Note to issue 1,000,000

additional Commitment Fee Shares, recognizing the value of the shares and a debt discount of $ 60,000

(see Note 6).

On February 10, 2023, the Company

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

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

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

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

therefore the Company

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

statement of operation.

On September 27, 2023, the Company

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

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

During the year ended September

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

amortization of debt discount of $ 665,594 ,

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

for the guarantee and warrants and repaid $ 45,203

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

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

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

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

During the year ended September

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

increased debt discount by $ 63,500

(of which $ 65,259

was amortized and $ 7,241

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

recorded an additional $ 29,072

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes

a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

After recording the derivative liabilities associated

with the SPA, the Company allocated the net proceeds to the 4,000,000 common shares issued and the note itself based on their relative

fair market values, resulting in the common shares being assigned a value of $ 65,274 (see Note 6).

The allocation of the financing costs

of $ 108,750 , the derivative for the guarantee of $ 384,287 , the derivative for the warrant of $ 107,283 , and issuance of the 4,000,000 Commitment

Fee shares of $ 65,274 , to the debt component resulted in a $ 665,594 debt discount that is being amortized to interest expense over the

term of the AJB Note.

On October 31, 2022, the Company amended the AJB Note

to issue 1,000,000 additional Commitment Fee Shares, recognizing the value of the shares and a debt discount of $ 60,000 (see Note 6).

On February 10, 2023, the Company entered into second

amendment with AJB by increasing the original principal of the note by $85,000, which increased the restricted cash balance to be used

for payments for professional services, replacing the original 1,000,000 warrants with an exercise price of $0.30 with 2,000,000 warrants

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

The Company determined the

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

therefore the Company recorded a loss on

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

On September 27, 2023, the Company entered into second

amendment with AJB by increasing the original principal of the note by $ 25,000 which increased the restricted cash balance to be used

for payments for professional services.

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

On November 28, 2023, the Company entered into a third

amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $ 22,222 in which the Company received

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

Effective December 15, 2023, the Company entered into

a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory

Note in the principal amount of $ 195,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $ 165,750

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

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

and due diligence costs of AJB and brokerage fees.

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

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

The maturity date of the AJB Note is February

25, 2025 Company may prepay the AJB Note at any time without penalty.

The note is convertible into

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

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

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

The conversion

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

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

The conversion is subject to reduction in the following situations:

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

(ii) a 15% discount

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

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

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

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

into free trading shares 181 days after its issue date;

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

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

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

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

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

is an exempt issuance.

In December 2023, in conjunction

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

stock for nominal exercise price of $ 0.00001 per share.

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

warrant is exercised in full.

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes

a beneficial ownership limitation on The holder that, in certain circumstances, may serve to restrict the holder’s right to exercise

the warrants.

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

were assigned a value of $ 248,952 which was recorded as a derivative liability.

The note was discounted to a principal balance of $ 0 and

a debt discount of $ 195,000 was recorded at inception.

The difference between the fair value of the warrants and the net proceeds received

was recognized as interest expense.

Effective February 23, 2024,

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

and issued a Promissory Note in the principal amount of $ 140,000 (the “AJB Note”) to AJB in a private transaction for a purchase

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

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

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

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

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

The maturity date of the AJB Note is February

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

may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company was to pay AJB a commitment fee of

$ 50,000 , payable in the form of 5,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”)

which were issued at note inception.

On May 28, 2024, the Company entered into another

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

for a purchase price of $ 56,700 (after giving effect to a 10% original issue discount).

In connection with the sale of the AJB Note, the

Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $ 6,700 .

After payment of the fees and costs,

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The maturity date of the AJB Note is February

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

may prepay the AJB Note at any time without penalty.

Also pursuant to the SPA, the Company paid to AJB

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

which were issued at note inception.

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

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

The May 2024 warrants

may be exercised at any time on or after May 28, 2024 and until the warrant is exercised in full.

The warrants also include various covenants

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

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

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

the warrants qualified for derivative accounting and were assigned a value of $ 348,499 which was recorded as a derivative liability.

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

The difference between the

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

On June 14, 2024, the Company entered into another

SPA with AJB, and issued a promissory note with a face amount of $ 250,000 (the “June 2024 AJB Note”) to AJB in a private transaction

for a purchase price of $ 225,000 (after giving effect to a 10% original issue discount).

In connection with the sale of the AJB Note,

the Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $ 12,500 .

The Company may draw on the June

2024 AJB Note as automobiles for the rental fleet are purchased, up to a maximum amount of $ 212,500 .

As a result, the Company accounted

for this note as a line of credit.

The maturity date of the AJB Note is February

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

may prepay the AJB Note at any time without penalty.

The note is convertible into Common Stock of the Company

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

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

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

The conversion price shall equal $0.01

per share, subject to adjustments.

The conversion is subject to reduction in the following situations:

(i) a 15% discount will apply anytime

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

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

are “chilled” for deposit into the DTC system;

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

to be registered under Section 12 of the Exchange Act;

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

shares 181 days after its issue date;

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

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

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

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

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

Also pursuant to the SPA, the Company paid to AJB

a commitment fee in the form of a warrant to purchase 5,000,000 unregistered shares of the Company’s common stock for nominal exercise

price of $ 0.00001 per share.

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

The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation

on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

As a result of

the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $ 337,499

which was recorded as a derivative liability.

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

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

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

Discounts will be amortized over the repayment term

The difference between the fair value of the warrants and the face value of the note was recorded as interest expense.

DriveItAway Holdings, Inc.

Consolidated Financial Statements

September 30, 2024

During the year ended September 30, 2023, the Company

recorded interest expense of $ 97,849 , increased debt discount by $ 63,500 (of which $ 65,259 was amortized and $ 7,241 was recorded as part

of the loss on debt extinguishment), recorded a loss on change in fair value of derivative liability of $ 126,338 , recorded an additional

$ 29,072 for a loss on debt extinguishment, and repaid $ 31,042 of interest.

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

the debt discount recorded on the note was $ 0 ,

the note payable principal was $ 860,000 ,

the debt discount recorded on the note was $ 0 , the note payable principal was $ 860,000 , and the Company owed accrued interest of $ 68,562 .

During the year ended September 30, 2024, the Company

recorded interest expense of $ 105,443 and recorded a loss on change in fair value of derivative liability of $ 293,574 .

As of September

30, 2024, the derivative liability was $ 245,442 , the debt discount recorded on the note was $ 0 , the note payable principal was $ 860,000 ,

and the Company owed accrued interest of $ 174,005 .

Effective February 14, 2023 the

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

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

Effective February 14, 2023 the Company went into

default on the AJB Note, however the lender waived all default provisions through February 25, 2025 therefore no default interest or penalties

were incurred during the year ended September 30, 2024 and 2023 and the AJB note was not convertible as of September 30, 2024 and 2023.

Secured Convertible Notes

In June 2022, the Company’s

board of directors approved an offering of up to 10

Units at $ 50,000

per Unit in a private offering.

Each Unit consists of a Secured Convertible Note with an original principal balance of $ 50,000

and one warrant to purchase Common Stock for every $2 invested in the offering.

The warrants have an exercise price of $ 0.30

per share and expire five ( 5 )

years from the date of issuance.

Each Secured Convertible Note bears interest at 15 %

per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20

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

executed by the Company and the investors, the Secured Convertible Notes are secured by liens on four existing electric vehicles that

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

with the proceeds of the offering, assuming all 10 Units are sold in the offering.

The Company also granted subscribers in the Unit offering

piggyback registration rights with respect to any shares of common stock issuable upon conversion of the Secured Convertible Notes or

upon exercise of the warrants issued in the Unit offering.

During June 2022, the Company sold

a total of $ 250,000

worth of Units to U.S.

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

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

for cash proceeds of $ 230,000

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

and the issuance of 125,000

warrants (see Note 6).

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

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

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

a value of $ 8,136

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

The total debt discount of $ 78,627

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

During November 2022, the Company

sold a total of $ 200,000

In June 2022, the Company’s board of directors

approved an offering of up to 10 Units at $ 50,000 per Unit in a private offering.

Each Unit consists of a Secured Convertible Note with

an original principal balance of $ 50,000 and one warrant to purchase Common Stock for every $2 invested in the offering.

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

Each Secured Convertible Note bears interest

at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20

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

by the Company and the investors, the Secured Convertible Notes are secured by liens on four existing electric vehicles that were owned

by the Company at the time of the commencement of the offering, and eight additional electric vehicles that will be purchased with the

proceeds of the offering, assuming all 10 Units are sold in the offering.

The Company also granted subscribers in the Unit offering piggyback

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

of the warrants issued in the Unit offering.

During November 2022, the Company sold a total of

$ 200,000 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted

in the issuance of two secured promissory notes with an aggregate principal amount of $ 200,000

for cash proceeds of $ 180,000

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

and the issuance of 100,000

warrants (see Note 6).

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

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

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

a value of $ 7,254

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

The total debt discount of $ 43,124

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

in the issuance of two secured promissory notes with an aggregate principal amount of $ 200,000 for cash proceeds of $ 180,000 (net of an

original issuance discount of $ 20,000 ), and the issuance of 100,000 warrants (see Note 6).

The $ 20,000 was recorded as a debt discount

and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording

a debt discount and derivative liability of $ 19,330 .

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

qualified for derivative accounting and were assigned a value of $ 7,254 which was recorded as a derivative liability (see Note 9) and

debt discount).

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

During the year ended September

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

and amortization of debt discount of $ 11,967 .

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

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

30, 2023, the Company recorded interest expense of $ 64,605 , paid interest of $ 13,125 , and recorded amortization of debt discount of $ 58,158 .

As of September 30, 2023, the debt discount recorded on the notes was $ 51,626 and the principal balance was $ 450,000 , resulting in a net

note payable balance of $ 398,374 .

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

During the year ended September

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

paid interest of $ 13,125 ,

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

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

and the principal balance was $ 450,000 ,

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

30, 2024, the Company recorded interest expense of $ 30,000 , paid interest of $ 0 , and recorded amortization of debt discount of $ 21,640 .

As of September 30, 2024, the debt discount recorded on the notes was $ 2,640 and the principal balance was $ 200,000 , resulting in a net

note payable balance of $ 197,360 .

As of September 30, 2024, the Company owed accrued interest of $ 56,584 .

4 unchanged sentences

Fiscal year ending September 30,

9 – Derivative Liabilities

Note 8 – Derivative Liabilities

As discussed in Note 7, certain

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

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

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

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

the Company’s equity environment is tainted.

ASC 815 requires we record the

fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change in the

fair market value as other income or expense item.

fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change in the fair

market value as other income or expense item.

The Company determined our derivative

liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair values at inception

and as of September 30, 2023.

and as of September 30, 2024 and 2023.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to expiration,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

the exercise or strike price, time

to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the

dividend rate.

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

The following assumptions were used in

the Black-Scholes model during the year ended September 30, 2023:

The following assumptions

were used in the Black-Scholes model during the year ended September 30, 2024:

Schedule of defined benefit plan, assumptions

Expected term

0.68 - 5.00 years

Expected average volatility

111 % - 499 %

Expected dividend yield

Risk-free interest rate

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

3.93 % - 4.93 %

At September 30, 2024, the estimated fair values of the liabilities measured

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

Schedule of estimated fair value of liabilities

9 unchanged sentences

Warrants issued on March 1, 2023

Warrants issued on December 15, 2023

Warrants issued on May 1, 2024

Warrants issued on May 28, 2024

Warrants issued on June 16, 2024

Derivative liability balance - September 30, 2024

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

The following table summarizes the changes in the derivative liabilities

during the years ended September 30, 2024 and 2023:

Schedule of derivative liabilities

Derivative balance - September 30, 2021

Derivative liability balance - September 30, 2022

Addition of new derivatives recognized as debt discounts

Loss on debt extinguishment

Gain on change in fair value of the derivative

1 unchanged sentence

Addition of new derivatives recognized as debt discounts

Loss on debt extinguishment

Gain on change in fair value of the derivative

Derivative liability balance

- September 30, 2023

10 – Income Taxes

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

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

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

A valuation allowance is provided for certai n deferred

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

The components of the Company’s

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

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

Derivative liability balance - September 30, 2024

Note 9 – Income Taxes

The Company provides for income taxes under ASC 740,

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

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

are expected to reverse.

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

will not realize tax assets through future operations.

The components of the Company’s deferred tax

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

30, 2024 and 2023 are as follows:

Schedule of Components of Deferred Taxes

5 unchanged sentences

Net deferred tax asset

The income tax provision differs

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

federal income tax rate to pretax income from continuing operations for

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

DriveItAway Holdings, Inc.

Notes to the Consolidated Financial Statements

September 30, 2024

The income tax provision differs from the amount of

income tax determined by applying the U.S.

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

30, 2024 and 2023, due to the following:

Schedule of effective income tax rate reconciliation

1 unchanged sentence

Expected Federal Tax

$ ( 619,800 )

$ ( 195,300 )

State income taxes (net of federal benefit)

3 unchanged sentences

Total income tax provision

The net operating losses (“NOLs”)

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

The net operating losses (“NOLs”) carry

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

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

Due to change of control, the Company estimates

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

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

As of September 30, 2023, the Company

had approximately $ 2,677,000 of

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

No tax benefit has been reported in the September

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

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

11 – Subsequent Events

Due to change of control, the Company estimates not

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

As of September 30, 2024, the Company had approximately

$ 3,450,000 of net operating loss carryforwards that may be offset against future taxable income.

No tax benefit has been reported

in the September 30, 2024 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the

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

Note 10 – Subsequent Events

Management has evaluated subsequent

1 unchanged sentence

Please note the following matters deemed to be subsequent

October 24, 2024, the Company entered into an agreement with Free2Move North America, Inc.

(Free2Move) to become an operator of Free2Moves

vehicle network.

Free2Move, owned by the vehicle manufacturer Stellantis, has a fleet lease program designed for companies like DriveItAway,

that operate subscription rental vehicle services, with preferred fleet lease terms, for both interest carrying costs and residual value,

for all Stellantis (Jeep, Dodge, Ram, Chrysler, Alfa Romeo) vehicles.

the Company has two vehicles on the Free2Move program on a pilot, and anticipates having many more Free2Move lease vehicles in the future.

On November 7 th , the

Company entered into an agreement with Crum & Forster, represented by the broker Marsh, for contingent liability insurance for our

fleet of owned vehicles.

On November 19, 2024, the Company

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

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

Effective December 15, 2023, the

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

issued a Promissory Note in the principal amount of $ 195,000

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

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

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

fees and due diligence costs of AJB and brokerage fees.

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

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

The maturity date of the AJB Note

The AJB Note bears interest at 10 %

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

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

The note is convertible into

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

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

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

The conversion

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

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

The conversion is subject to reduction in the following situations:

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

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

(iii) a 15% discount will apply if

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

(iv) a 15% discount will apply if the

note cannot be converted into free trading shares 181 days after its issue date;

(v) in the event any other party has the right to convert

debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in

determining the conversion price;

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

on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion

price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares,

except for any issuance that is an exempt issuance.

In December 2023, in conjunction

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

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

The warrant is exercised at any time

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

The warrants also include various covenants of the Company

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

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

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

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

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

The difference between

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

Effective February 23, 2024,

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

and issued a Promissory Note in the principal amount of $ 140,000 (the “AJB Note”) to AJB in a private transaction for a purchase

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

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

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

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

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

The maturity date of the AJB Note is November

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

may prepay the AJB Note at any time without penalty.

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

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

and Disagreements with Accountants on Accounting and Financial Disclosure

entered into a loan agreement with an existing note holder for a promissory note with a face value of $ 77,700 and an original issue discount

The loan is due on May 20, 2026 .

On November 25, 2024, the Company issued 250,000 shares

of its common stock to an accredited investor for $ 5,000 in gross proceeds.

Subsequent to year end and up to the date of this filing, the Company purchased six vehicles

for $ 137,289 .

The purchases were financed from draws on existing credit lines.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure

On September 30, 2024, the Board

of Directors of DriveItAway Holdings, Inc.

(the “Registrant” or the ‘Company”) dismissed Mac Accounting Group

& CPAs, LLP (MAC) as its independent registered public accounting firm.

During the period of MAC’s

engagement as the Company’s independent registered public accounting firm through September 30, 2024 (the “Engagement Period”),

there were no disagreements as defined in Item 304 of Regulation S-K with MAC on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MAC, would have caused

it to make reference in connection with any opinion to the subject matter of the disagreement.

Further, during the Engagement Period,

there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

On October 7, 2024, the Board of

Directors appointed Victor Mokoulu, CPA PLLC (“Mokoulu”), an independent registered public accounting firm which is registered

with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm.

During our two most recent fiscal years through September 30, 2024, neither us nor anyone on our behalf consulted Mokoulu regarding either

(1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit

opinion that might be rendered on our financial statements;

or (2) any matter regarding us that was either the subject of a disagreement

(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as

defined in Item 304(a)(1)(v) of Regulation S-K).

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data