What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-13 compared with 2025-02-24 · 491 added, 450 removed, 1139 unchanged (45% of the section changed)

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SEPTEMBER 30, 2025

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

Board of Directors and Shareholders

DriveItAway Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DriveItAway

Holdings, Inc.

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

The accompanying financial statements have been prepared assuming that

the entity will continue as a going concern.

As discussed in Note 1 to the financial statements, the entity has suffered recurring losses

from operations, has a net capital deficiency, and has not established sufficient revenue to cover its operating costs, therefore will

require additional capital to continue operations.

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

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 entity’s

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

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 DriveItAway Holdings, Inc.

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.

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 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 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 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

(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 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

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

Report of Independent Registered Public Accounting

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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

sheets of DriveItAway Holdings, Inc.

and Subsidiary (the “Company”) as of September 30, 2025 and 2024, and the related consolidated

statements of operations, changes in stockholders’ 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 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.

position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended September

30, 2025 and 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, 2025, the Company had a net loss of $4,902,480, an accumulated

deficit of $10,461,619 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, 2026.

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

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

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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.

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

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/s/ Victor Mokuolu, CPA PLLC

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

We have served as the Company’s

auditor since 2024.

Houston, Texas

February 24, 2025

DriveItAway Holdings, Inc.

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Cash and cash equivalents

Restricted cash

Accounts receivable

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Total Current Assets

Property, net

Vehicles, net

Intangible assets, net

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Current portion of SBA Loan

Promissory notes payable, net of debt discount

Promissory notes payable

Promissory notes payable, in default

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SBA Loan - noncurrent

Convertible note payable - noncurrent, net

Promissory notes payable - noncurrent

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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

Common stock , $ 0.0001

par value, 1,000,000,000

shares authorized, 120,025,082

shares issued, 120,009,982

outstanding as of September 30, 2025 and 113,701,722

shares issued, 113,686,622

outstanding as of September 30, 2024

Additional paid in capital

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Software development

Stock compensation

Advertising and marketing

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Other Income (expense)

Change in FV of derivative

Change in fair value of derivative

Amortization debt discount

Amortization of deferred financing costs

Loss on extinguishment of debt

Interest expense

Interest expense - related parties

Financing cost

Gain or (loss) on asset dispositions

Total other income (expense)

( 1,680,088 )

Net Income (loss) before taxes

( 2,248,243 )

Income tax benefit

Net Income (Loss)

$ ( 2,248,243 )

$ ( 930,137 )

Net loss per common share - basic and diluted

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Balance, September 30, 2023

$ ( 2,380,759 )

$ ( 1,099,222 )

Common stock issued for cash

Common stock issued in connection with promissory note

Stock based compensation

Net Income (Loss)

Warrants issued for cash

Balance, September 30, 2024

$ ( 3,310,896 )

$ ( 1,954,359 )

Treasury Stock

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$ ( 5,559,139 )

Common stock issued for cash

Common stock issued in connection with promissory note

$ ( 3,959,602 )

Warrants issued for cash

Warrant issued

Warrants exercised

Common stock issued for cash

Stock based compensation

Net Income (Loss)

( 4,902,480 )

Balance - September 30, 2025

$ ( 10,461,619 )

$ ( 8,502,124 )

The accompanying

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)

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

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Loss on change in fair value of derivative liability

Loss on debt extinguishment

Loss on sale of vehicles

Amortization and depreciation

Amortization of debt discount

Financing fee

Discount on lines of credit

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CASH FLOWS FROM INVESTING ACTIVITIES:

Website development

Proceeds from sale of vehicles

Purchase of vehicles

Net Cash Used in Investing Activities

Net Cash Provide By (Used) in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related party advances

Repayment of related party advances

Proceeds from sale of common stock for cash

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Proceeds from lines of credit

Proceeds from promissory notes payable

Proceeds from promissory notes - related party

Repayment of notes payable

Debt issuance costs

Net Cash Provided By Financing Activities

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Common stock issued in connection with promissory note

Recognition of derivative liability as debt discount

Financing cost

Debt discount in connection with original issue discount

Prepaid expenses reclassified to website development

Deferred financing costs

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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.

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 .

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, 2025, the Company had a net loss of $ 4,902,480 , cash used in operating activities of $ 477,743 and a working

capital deficit of $ 8,988,114 .

As of September 30, 2025, the Company had an accumulated deficit of $ 10,461,619 .

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.

The Company has not established

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

The ability of the

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

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

These factors raise substantial doubt about

its ability to continue as a going concern.

DriveItAway Holdings, Inc.

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is recognized in accordance with ASC 830.

The Company’s functional currency is USD, therefore all amounts of revenues received

from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and

losses are recognized upon receipt.

The Company’s functional currency is USD, therefore all amounts of revenues received from

foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and losses

are recognized upon receipt.

Cash and Cash Equivalents

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As of September 30, 2025, and

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, 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.

2024, the Company had cash of $ 39,930 and $ 33,588 , respectively and did no t have any cash equivalents.

DriveItAway Holdings, Inc.

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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.

The Company’s revenue is recognized in accordance

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

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

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

basis under a Pay-As You-Go program.

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

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

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

During the years ended September 30, 2025 and 2024,

the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships

and individual car rental customers (“customers”).

Customers book a vehicle through the Company’s

platform, starting first with a rental contract with the vehicle.

When the customer books the vehicle, per the terms of the individual

rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some

cases, a refundable deposit.

At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than

the prorated, included amount, they pay extra usage/mileage fees.

In instances when a customer pays late, they pay a late fee and in cases

of incurring charges for tolls they pay for the toll costs incurred.

Additionally, contracts may be extended (a new contract is signed)

at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate

and insurance amount for the new extension period.

Vehicles available in the platform can be owned or

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This is a cost of goods sold.

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

The Company also allows 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

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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

are treated as revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these

transactions.

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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.

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, 2025 and 2024 refundable deposits were $ 0 and $ 1,339 and deferred revenue

was $ 15,740 and $ 3,306 , respectively.

DriveItAway Holdings, Inc.

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

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

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

requisite service period.

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

over the vesting period of the entire option.

The determination of fair value using the 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.

and Marketing Costs

During the year ended September 30, 2025, the Company recorded stock

compensation expense of $ 258,459 .

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

model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period.

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

entire option.

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

regarding several complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

Advertising and Marketing Costs

Advertising and marketing costs

are expensed as incurred.

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

and $ 38,972 , respectively.

The Company incurred advertising and marketing costs for the years ended September 30, 2025 and 2024 of $ 0 and

$ 6,819 , respectively.

The provision for income taxes

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

For the years ended September 30, 2024, and 2023, the common stock equivalents were excluded from the computation of diluted net loss

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

For the years ended September 30, 2025 and 2024, the common stock equivalents were excluded from the computation of diluted net loss per

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

Schedule of computation of diluted net loss per share

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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.

In the period from October 2025

through December 2025 the FASB issued Accounting Standards Update 2023-09-Income Taxes (Topic 740):

Improvement 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.

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

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

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 .

During the years ended September

30, 2025 and 2024, the Company recorded related party interest expense of $ 8,500 and $ 8,595 , respectively and amortization of debt discount

of $ 0 and $ 0 , respectively.

As of September 30, 2025, the promissory note payable – related party balance was $ 42,500 .

As of September

30, 2025, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 42,500 and owed unpaid interest

of $ 21,252 .

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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As of September 30, 2025 and

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

2024, the Company owed related parties $ 26,380 and $ 25,080 , respectively, for this activity.

DriveItAway Holdings, Inc.

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Vehicles, net

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.

During the years ended September

30, 2025 and 2024, the Company purchased passenger vehicles for $ 137,289 and $ 642,647 , respectively, and recorded depreciation of $ 139,518

and $ 51,880 , respectively.

During the year ended September 30, 2025, the Company sold nine vehicles with a cost of $ 218,218 and accumulated

depreciation of $ 30,571 for gross proceeds of $ 171,484 , resulting in a loss on the sale of vehicles of $ 16,212 .

The proceeds were used

to pay down the vehicle line of credit.

The following table summarizes

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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.

During the years ended September

30, 2025 and 2024 there were no issuances of the Series A Preferred shares.

As of September 30, 2025 and

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September 30, 2025

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 .

20, 2024, the Company issued 250,000 shares of its common stock to a private investor for gross proceeds of $ 5,000 .

In July 2025, the Company issued 325,000 shares of

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

its common stock to accredited investors for $ 6,500 in gross proceeds.

In August 2025, the Company issued 750,000 shares

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

In September 2025, an investor exercised a warrant

for 4,998,360

shares of the Company’s common stock.

At the investor’s request, the Company only delivered 300,000 shares to the investor.

The remaining 4,698,360 shares are included in shares outstanding as of September 30, 2025, but have not yet been issued.

As of September 30, 2025 and 2024, the Company had

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as interest expense.

In September 2025, the warrant was exercised on a cashless basis and the Company issued the holder 4,998,360 shares

of the Company’s stock.

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

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

In May 2025, the Company issued an additional warrant to the investor to

purchase up to 500,000 shares of the Company’s common stock at an exercise price of $ 0.08 per share, per the terms of the transaction.

The warrant does not expire and had a value of $ 24,999 on the date of issuance.

On August 19, 2024, the Company received the funding

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The warrant does not have an expiration date.

On November 1, 2024, the Investor Warrant agreement

was amended to allow the purchase warrants to purchase up to 2,500,000 shares in a third tranche.

During the three months ended March

31, 2025, the Company issued warrants to purchase up to 625,000 shares of common stock for gross proceeds of $ 50,000 .

On June 11, 2025, the Company issued a warrant to

purchase up to 375,000 shares of its common stock to the chief financial officer of the Company.

The warrant has a term of 5 years and

an exercise price of $ 0.00001 .

The warrant is fully vested on the date of grant.

The fair market value of the warrant on the date of grant

was $ 29,587 .

In July 2025, in conjunction with the issuance of

a promissory note of $ 60,000 , the Company issued warrants to purchase 18,000,000 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 July 18, 2025 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 $ 1,565,999

which was recorded as a derivative liability.

The note was discounted to a principal balance of $ 0 and a debt discount of $ 60,000 was

recorded at inception.

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

In September 2025, in conjunction with the issuance

of a promissory note of $ 65,000 , the Company issued warrants to purchase 18,000,000 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 September 2, 2025 and until the warrant is exercised

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

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

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

of $ 1,200,000 which was recorded as a derivative liability.

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

$ 65,000 was recorded at inception.

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

as interest expense.

On September 18, 2025, the Company entered into an

advisory agreement with a consultant in exchange for a warrant to purchase 5,000,000 shares of the Company’s common stock at an

exercise price of $ 0.00001 per share.

The warrant vests as follows:

25% on the six-month anniversary of the effective date, and the remaining

75% shall vest in equal monthly installments over the following 18 months.

The vesting is dependent upon the consultant,s continuing service

to the Company.

The fair market value of the warrant at inception was $ 285,000 , which will be recognized as stock compensation expense

In conjunction with the advisory agreement, the consultant was also issued a warrant to purchase up to 5,000,000 shares of

the Company’s common stock at a price of $0.02 per share.

This warrant expires on December 17, 2025.

The fair market value of the

warrant at inception was $ 228,872 , which was recorded as compensation expense.

All derivative liabilities recognized

13 unchanged sentences

Expired/Cancelled

( 1,000,000 )

Balance as of September 30, 2024

1 unchanged sentence

Balance as of September 30, 2025

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

do not have an expiration date.

* 25,666,666 warrants issued during the year ending September 30, 2024 do not have an

expiration date and 500,000 warrants issued during the year ending September 30, 2025 do not have an expiration date.

The intrinsic value of the warrants as of September 30, 2025 and 2024 is

5 unchanged sentences

Note 6 – Notes Payable

On June 3, 2020, the

Company entered into a SBA Loan for $ 78,500

at a rate of 3.75 %.

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

and the Company obtained $ 36,200

on October 8, 2021.

The SBA Loan requires payments starting 30 months from the initial funding date and matures on June 7, 2050.

During the years ended September 30, 2024 and 2023, the Company recorded interest expense of $ 5,094

and $ 4,243 ,

respectively, on the SBA Loan and as of September 30, 2024 and 2023, the accrued interest on the SBA Loan was $ 5,989

and $ 6,722 ,

respectively.

As of September 30, 2024 and 2023, the outstanding principal of SBA Loan was $ 116,838 .

On June 3, 2020, the Company entered into a SBA Loan for $ 78,500 at a rate

On August 12, 2021 the loan increased to $ 114,700 and the Company obtained $ 36,200 on October 8, 2021.

The SBA Loan requires

payments starting 30 months from the initial funding date and matures on June 7, 2050.

During the years ended September 30, 2025 and 2024,

the Company recorded interest expense of $ 4,338 and $ 5,094 , respectively, on the SBA Loan and as of September 30, 2025 and 2024, the accrued

interest on the SBA Loan was $ 5,989 and $ 5,989 , respectively.

As of September 30, 2025 and 2024, the outstanding principal of SBA Loan

was $ 114,386 and $ 116,838 , respectively.

The following represents the

17 unchanged sentences

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 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 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.

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 March 1, 2028 (5 year).

As a result of the Company’s equity environment being

tainted the warrants qualified for derivative accounting and were assigned a value of $ 767 which was recorded as a derivative liability

and debt discount (see Note 6).

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, 2025, the debt discount recorded on the note was $0, resulting

in a note payable balance of $ 12,500 and accrued interest of $ 6,109 .

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

note payable.

During the year ended September 30, 2024 ,

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.

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

date 120 days from issuance (June 30, 2023) and issuance of 15,000 warrants with exercise price of $0.05 that expire on March 1, 2028

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

being considered a related party.

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

accounting and were assigned a value of $460 which was recorded as a derivative liability and debt discount (see Note 8).

During the year

ended September 30, 2025 and 2024 , the Company recorded interest expense of $ 1,500 and $ 1,500 ,

respectively.

As of September 30, 2025 and 2024, the accrued interest on the promissory note was $ 3,666 and $ 2,166 , respectively.

September 30, 2025 and 2024, the total outstanding principal of the promissory note payable was $ 7,500 .

of September 30, 2025, the Company had defaulted on the promissory note payable .

DriveItAway Holdings, Inc.

2 unchanged sentences

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.

On March 1, 2024, DIA Leasing, LLC.

(the “Borrower”),

a direct wholly owned subsidiary of DriveitAway Holdings, Inc.

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

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

In connection with the Credit Facility, a credit agreement, promissory note,

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

Pursuant to the Credit Agreement dated May 1, 2024

(the “Credit Agreement”), among the Borrower and the Lender, the Lender agreed to make advances of principal (the “draws”)

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

The Lender committed to provide up to $ 250,000 for each draw

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

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

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

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

outstanding under the Credit Agreement.

The Borrower will pay a commitment fee to the Lender’s broker equal to 2.0% of the available

DIA is a guarantor on the draws.

Promissory Note

Pursuant to the Promissory Note

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

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

use in Borrower’s business.

Pursuant to the Promissory Note (the “Note”)

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

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

Disbursements shall be at the sole discretion of the Lender.

The unpaid principal of this line of credit

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

Interest shall be calculated based on the principal balance

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

Each advance of principal shall

be called a “Draw”.

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.

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.

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.

(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, 2025, the Company has drawn $ 684,509 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 $ 132,860 of deferred offering costs during the year ended September 30, 2025.

of interest accrued and paid on the Promissory note was $ 208,209 as of September 30, 2025.

During the year ended September 30, 2025, the

Company made principal payments totaling $ 171,435 on the promissory note.

The promissory notes payable balance was $ 513,074 as of September

DriveItAway Holdings, Inc.

2 unchanged sentences

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.

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 $ 458,408 .

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

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

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.

Promissory Notes Payable

On May 1, 2023 the Company executed

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

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

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

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

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

recorded as debt discount.

As of 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 .

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

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

payment processing services until the Company has repaid the $ 35,982 (including fixed fees of $ 3,682 or approximately 10% of the note

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

As of September 30,

2025, 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 in full.

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

As of September 30, 2025, 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).

The Company received net proceeds of $ 44,644 after

paying off the August 15, 2023 note and rolling $ 6,856 of its balance into the February 22, 2024 note and recording the $5,974 of fixed

fees as a debt discount.

As of September 30, 2025, 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,

2 unchanged sentences

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

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, 2025, 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.

November 19, 2024, the Company executed a fifth note payable with a lender with a face amount of $ 85,314 .

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 $ 85,314 (including fixed fees of $ 7,614 or approximately 10% of the note amount).

The Company received

net proceeds of $ 57,816 after paying off the July 2024 note and rolling $ 19,764 of its balance into the November 19, 2024 note and recording

the $ 7,614 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 .

As of March 31, 2025, the Company had amortized $ 7,614 of the debt discount and made repayments

of 85,314 , resulting in a debt discount balance of $ 0 and a loan balance of $ 0 at March 31, 2025.

March 17, 2025, the Company executed a sixth note payable with a lender with a face amount of $ 113,600 .

Under the terms of the agreement,

2 unchanged sentences

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.

net proceeds of $ 88,695 after paying off the November 2024 note and rolling $ 24,905 of its balance into the March 17, 2025 note and recording

the $ 11,132 of fixed fees as a debt discount.

As of September 30, 2025, the Company had amortized $ 11,132 of the debt discount and made

repayments of $ 113,600 , resulting in a debt discount balance of $ 0 and a loan balance of $ 0 at September 30, 2025.

On August 25, 2025, the Company

executed a seventh note payable with a lender with a face amount of $ 188,300 .

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 $ 188,300 (including fixed fees of $ 19,771 or approximately 10% of the note amount).

received net proceeds of $ 148,333 after paying off the March 2025 note and rolling $ 39,967 of its balance into the August 25, 2025 note

and recording the $ 19,771 of fixed fees as a debt discount.

As of September 30, 2025, the Company had amortized $ 2,145 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.

and made repayments of $ 20,421 , resulting in a debt discount balance of $ 17,626 and a loan balance of $ 167,879 at September 30, 2025.

DriveItAway Holdings, Inc.

6 unchanged sentences

Note 7 – Convertible Notes Payable

AJB Capital Investments, LLC Note

AJB Capital Investments, LLC Notes

Effective February 24, 2022,

11 unchanged sentences

The maturity date of the AJB

Note was extended to February 25, 2025 .

Note was extended to January 31, 2026 .

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

76 unchanged sentences

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

The maturity date of the AJB Note is February

The maturity date of the AJB Note is January

31, 2026 Company may prepay the AJB Note at any time without penalty.

42 unchanged sentences

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

The maturity date of the AJB Note is February

The maturity date of the AJB Note is January 31, 2026 .

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

13 unchanged sentences

September 30, 2025

The maturity date of the AJB Note is February

The maturity date of the AJB Note is January 31, 2026 .

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

24 unchanged sentences

for this note as a line of credit.

The maturity date of the AJB Note is February

The maturity date of the AJB Note is January

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

35 unchanged sentences

DriveItAway Holdings, Inc.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

September 30, 2025

On May 8, 2025, the Company executed a note agreement

with AJB Capital with a principal balance of $ 80,000 and an original issue discount of $ 8,000 .

The notes is due on November 8, 2025 and

bears interest at 12 %.

Legal and due diligence fees totaling $ 10,000 were deducted from the gross proceeds of the note, resulting in net

proceeds of $ 62,000 to the Company.

The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued

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

The term of the warrant extends

until such time as the warrant is exercised in full.

The warrant is exercisable at any time on or after May 8, 2025 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 $ 249,970 which was recorded as a derivative liability.

As the assigned value of the warrants plus a $ 8,000 original

issue discount and $ 10,000 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.

On June 16, 2025, the Company executed a note agreement

with AJB Capital with a principal balance of $ 45,000 and an original issue discount of $ 4,500 .

The notes is due on December 16, 2025 and

bears interest at 12 %.

Legal and due diligence fees totaling $ 7,000 were deducted from the gross proceeds of the note, resulting in net

proceeds of $ 33,500 to the Company.

The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued

a warrant to purchase 15,000,000 shares of the Company’s common stock at a price of $ 0.00001 per share.

The term of the warrant

extends until such time as the warrant is exercised in full.

The warrant is exercisable at any time on or after June 16, 2025 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 $ 1,183,388 which was recorded as a derivative liability.

As the assigned value of the warrants plus a $ 4,500

original issue discount and $ 7,000 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.

On July 18, 2025, the Company executed a note agreement

with AJB Capital with a principal balance of $ 60,000 and an original issue discount of $ 6,000 .

The notes is due on January 31, 2026 and

bears interest at 12 %.

Legal and due diligence fees totaling $ 8,000 were deducted from the gross proceeds of the note, resulting in net

proceeds of $ 46,000 to the Company.

The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued

a warrant to purchase 18,000,000 shares of the Company’s common stock at a price of $ 0.00001 per share.

The term of the warrant

extends until such time as the warrant is exercised in full.

The warrant is exercisable at any time on or after July 18, 2025 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 $ 1,565,999 which was recorded as a derivative liability.

As the assigned value of the warrants plus a $ 6,000

original issue discount and $ 8,000 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.

On September 2, 2025, the Company executed a note

agreement with AJB Capital with a principal balance of $ 41,000 and an original issue discount of $ 6,500 .

The notes is due on January 31,

2026 and bears interest at 12 %.

Legal and due diligence fees totaling $ 8,500 were deducted from the gross proceeds of the note, resulting

in net proceeds of $ 26,000 to the Company.

The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued

a warrant to purchase 25,000,000 shares of the Company’s common stock at a price of $ 0.00001 per share.

The term of the warrant

extends until such time as the warrant is exercised in full.

The warrant is exercisable at any time on or after September 2, 2025 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 $ 1,200,000 which was recorded as a derivative liability.

As the assigned value of the warrants

plus a $ 6,500 original issue discount and $ 8,500 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.

During the year ended September 30, 2025, 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 , and the Company owed accrued interest of $ 68,562 .

recorded interest expense of $ 330,743 and recorded a loss on change in fair value of derivative liability of $ 994,461 .

As of September

30, 2025, the derivative liability was $ 4,127,242 , the notes payable principal was $ 1,818,722 , and the Company owed accrued interest of

During the year ended September 30, 2024, the Company

4 unchanged sentences

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

default on the AJB Notes, however the lender waived all default provisions through January 31, 2026 therefore no default interest or penalties

were incurred during the year ended September 30, 2025 and 2024 and the AJB note was not convertible as of September 30, 2025 and 2024.

30 unchanged sentences

30, 2025, the Company recorded interest expense of $ 98,174 , paid interest of $ 0 , and recorded amortization of debt discount of $ 0 .

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, 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 .

of September 30, 2025, the debt discount recorded on the notes was $ 0 and the principal balance was $ 450,000 , resulting in a net note

payable balance of $ 450,000 .

As of September 30, 2025, the Company owed accrued interest of $ 264,762 .

During the year ended September 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 $ 0 and the principal balance was $ 450,000 , resulting in a net note payable balance of $ 450,000 .

As of September 30, 2024,

the Company owed accrued interest of $ 79,780 .

The following represents the

15 unchanged sentences

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, 2024:

The following assumptions were used in the

Black-Scholes model during the year ended September 30, 2025:

Schedule of defined benefit plan, assumptions

19 unchanged sentences

Embedded conversion feature in Note issued November 15, 2022

Warrants issued November 15, 2022

Warrants issued on February 10, 2023

4 unchanged sentences

Warrants issued on June 16, 2024

Warrants issued on May 8, 2025

Warrants issued on June 16, 2025

Warrants issued on July 18, 2025

Warrants issued on September 2, 2025

Derivative liability balance - September 30, 2025

4 unchanged sentences

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

Day one loss on change in value of derivative liability

Gain on change in fair value of the derivative

27 unchanged sentences

Expected Federal Tax

$ ( 619,800 )

$ ( 195,300 )

State income taxes (net of federal benefit)

14 unchanged sentences

Note 10 – Subsequent Events

Management has evaluated subsequent

events through the date these financial statements were available to be issued.

Please note the following matters deemed to be subsequent

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 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

Management has evaluated subsequent events through the date these financial

statements were available to be issued.

Please note the following matters deemed to be subsequent events.

October 2025, the Company issued warrants to purchase 10,750,000 shares of its common stock at an exercise price of $0.02 in exchange

for $215,000.

The purchases were financed from draws on existing credit lines.

The warrants do not expire.

On October 31, 2025, the Company exchanged $25,000 in debt owed to the

chief executive officer for 1,250,000 shares of the Company’s common stock.

On October 31, 2025, the Company exchanged a note payable in the amount

of $5,000 for 250,000 shares of the Company’s common stock.

In December 2025, the Company issued warrants

to two advisory panel members to purchase 2,500,000 shares of its common stock at an exercise price of $0.00001.

The warrants do not

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