10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 10-Q

☒ QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended March 31, 2024

or

☐ TRANSITION

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transitional period from _____________ to ______________

Commission

File Number: 000-52883

DRIVEITAWAY HOLDINGS, INC.
(Exact name<br> of registrant as specified in its charter)
Delaware	20-4456503
(State or other jurisdiction<br> of<br><br> incorporation or organization)	(I.R.S. Employer<br><br> Identification No.)

---

3401 Market Street, Suite 200/201, Philadelphia, PA 19104

(Address of principal executive offices) (Zip Code)

(856) 577-2763

(Registrant’s telephone number, including area code)

n/a

(Former name or former address if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act:

Title<br>of each class:	Trading<br>Symbol(s):	Name<br>of each exchange on which registered:
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Small Reporting Company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As

of May 20, 2024, there were 111,551,722 shares of common stock outstanding.

TABLE

OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION	F-1
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	8
	PART II – OTHER INFORMATION	10
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11

PART

I – FINANCIAL INFORMATION

ITEM

1. FINANCIAL STATEMENTS

DRIVEITAWAY

HOLDINGS, INC.

INDEX

TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH

31, 2024

	Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and September 30, 2023	F-2
Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2024 and March 31, 2023 (Unaudited)	F-3
Condensed<br>Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended March 31, 2024 and March 31,<br>2023 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2024 and March 31, 2023 (Unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements (Unaudited)	F-6

F-1

---

DriveItAway

Holdings, Inc.

Condensed

Consolidated Balance Sheets

			September<br> 30,
			2023
Assets
Current<br> assets
Cash	9,215		$	4,632
Restricted<br> cash	29,622			18,559
Accounts<br> receivable, net	10,347			11,584
Prepaid<br> expenses	2,802			—
Total<br> current assets	51,986			34,775
Fixed<br> assets, net	168,163			184,228
Intangible<br> assets, net	9,073			11,787
Total<br> Assets	229,222		$	230,790
Liabilities<br> and Stockholders’ Deficit
Current<br> Liabilities
Accounts<br> payable and accrued liabilities	820,292		$	664,707
Accrued<br> interest – related parties	8,636			4,918
Deferred<br> revenue	4,967			7,233
Customer<br> deposits	1,339			2,234
Due<br> to related parties	25,080			25,080
Promissory<br> notes payable, net of debt discount	27,922			27,437
Promissory<br> notes payable, in default	20,000			12,500
Promissory<br> notes payable - related parties, in default	42,500			50,000
Convertible<br> notes payable, net of debt discount	1,509,309			1,082,654
Derivative<br> liability	759,687			1,317
Total<br> Current Liabilities	3,219,732			1,878,080
SBA<br> Loan - noncurrent	114,700			114,700
Convertible<br> note payable - noncurrent, net of debt discount	—			175,720
Promissory<br> notes payable - noncurrent	13,951			16,649
Total<br> Liabilities	3,348,383			2,185,149
Commitments<br> and Contingencies	—			—
Stockholders’<br> Deficit
Preferred<br> stock, .0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—			—
Common<br> stock, 0.0001 par value; 1,000,000,000 shares authorized; 111,551,722 shares issued and 106,551,722 outstanding at March 31, 2024<br> and September 30, 2023, respectively	11,156			10,656
Additional<br> paid in capital	1,390,349			1,364,007
Treasury<br> stock, at cost - 15,100 shares at March 31, 2024 and September 30, 2023	(18,126	)		(18,126	)
Accumulated<br> deficit	(4,502,540	)		(3,310,896	)
Total<br> Stockholders’ Deficit	(3,119,161	)		(1,954,359	)
Total<br> Liabilities and Stockholders’ Deficit	229,222		$	230,790

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

DriveItAway

Holdings, Inc.

Condensed

Consolidated Statements of Operations

(Unaudited)

	Three<br>Months Ended						Six MonthsEnded
	March<br>31,						March31,
	2024			2023			2024			2023
Revenues	$	89,307		$	67,000		$	185,810		$	115,083
Cost<br>of Goods Sold		77,076			46,678			162,755			86,550
Gross<br>Profit (Loss)		12,231			20,322			23,055			28,533
Operating<br>Expenses
Salaries<br>and payroll taxes		67,750			75,625			134,375			157,500
Professional<br>fees		17,746			78,753			124,761			179,183
General<br>and administrative		29,086			20,206			49,400			39,636
Software<br>development		14,250			15,526			26,130			28,884
Advertising<br>and marketing		1,893			29,900			2,069			38,451
Total<br>Operating Expenses		130,725			220,010			336,735			443,654
Operating<br>Loss		(118,494	)		(199,688	)		(313,680	)		(415,121	)
Other<br>Income (Expenses)
Gain<br>(loss) on change in fair value of derivative liability		(174,141	)		451,459			(509,418	)		(3,196	)
Amortization<br>debt discount		(126,644	)		(28,555	)		(162,051	)		(41,975	)
Interest<br>expense		(55,112	)		(41,969	)		(202,017	)		(79,469	)
Interest<br>expense - related parties		(1,824	)		(626	)		(4,478	)		(626	)
Total<br>Other Income (Expense)		(357,721	)		380,309			(877,964	)		(125,266	)
Loss<br>Before Income Tax		(476,215	)		180,621			(1,191,644	)		(540,387	)
Provision<br>for income taxes		—			—			—			—
Net<br>Loss	$	(476,215	)	$	180,621		$	(1,191,644	)	$	(540,387	)
Net<br>Loss Per Common Share
Basic<br>and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic<br>and diluted weighted average number of common shares outstanding		108,584,689			106,536,622			107,562,651			106,349,809

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

DriveItAway

Holdings, Inc.

Condensed

Consolidated Statement of Changes in Stockholders’ Deficit

(Unaudited)

Forthe Three and Six Months Ended March 31, 2024

					Additional											Total
	Common<br>Stock				Paid<br>in		Treasury<br>Stock						Accumulated			Stockholders’
	Shares		Amount		Capital		Shares			Amount			Deficit			Deficit
Balance<br>- September 30, 2023		106,551,722	$	10,656	$	1,364,007		(15,100	)	$	(18,126	)	$	(3,310,896	)	$	(1,954,359	)
Net<br>loss		—		—		—		—			—			(715,429	)		(715,429	)
Balance<br>- December 31, 2023		106,551,722		10,656		1,364,007		(15,100	)		(18,126	)		(4,026,325	)		(2,669,788	)
Common<br>stock issued in connection with promissory note		5,000,000		500		26,342		—			—			—			26,842
Net<br>loss		—		—		—		—			—			(476,215	)		(476,215	)
Balance<br>– March 31, 2024		111,551,722	$	11,156	$	1,390,349		(15,100	)	$	(18,126	)	$	(4,502,540	)	$	(3,119,161	)

Forthe Three and Six Months Ended March 31, 2023

---

					Additional											Total
	Common<br>Stock				Paid<br>in		Treasury<br>Stock						Accumulated			Stockholders’
	Shares		Amount		Capital		Shares			Amount			Deficit			Deficit
Balance<br>- September 30, 2022		105,301,722	$	10,531	$	1,289,132		(15,100	)	$	(18,126	)	$	(2,380,759	)	$	(1,099,222	)
Common<br>stock issued in connection with promissory note		1,000,000		100		1,409		—			—			—			1,509
Stock<br>based compensation		250,000		25		14,975		—			—			—			15,000
Net<br>loss		—		—		—		—			—			(721,008	)		(721,008	)
Balance<br>- December 31, 2022		106,551,722		10,656		1,305,516		(15,100	)		(18,126	)		(3,101,767	)		(1,803,721	)
Net<br>income		—		—		—		—			—			180,621			180,621
Balance<br>- March 31, 2023		106,551,722	$	10,656	$	1,305,516		(15,100	)	$	(18,126	)	$	(2,921,146	)	$	(1,623,100	)

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

---

F-4

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DriveItAway

Holdings, Inc.

Condensed

Consolidated Statements of Cash Flows

(Unaudited)

	For<br>the Six Months Ended
	March<br>31,
	2024			2023
CASH<br>FLOWS FROM OPERATING ACTIVITIES:
Net<br>loss	$	(1,191,644	)	$	(540,387	)
Adjustments<br>to reconcile net loss to net cash used in operating activities:
Stock-based<br>compensation		—			15,000
Loss<br>on change in fair value of derivative liability		509,418			3,196
Amortization<br>and depreciation		18,779			17,835
Financing<br>fee		98,202			—
Amortization<br>of debt discount		162,051			41,975
Changes<br>in operating assets and liabilities:
Prepaid<br>expenses		(2,802	)		(14,470	)
Due<br>to related party		—			25,000
Accounts<br>receivable		1,237			(7,257	)
Customer<br>deposits		(895	)		—
Deferred<br>revenue		(2,266	)		4,268
Accounts<br>payable and accrued liabilities		155,585			119,536
Accrued<br>liabilities- related party		3,718			626
Net<br>Cash used in Operating Activities		(248,617	)		(334,678	)
CASH<br>FLOWS FROM INVESTING ACTIVITIES:
Purchase<br>of intangible assets		—			(5,833	)
Purchase<br>of fixed assets		—			(67,039	)
Net<br>Cash used in Investing Activities		—			(72,872	)
CASH<br>FLOWS FROM FINANCING ACTIVITIES:
Proceeds<br>from convertible notes payable		357,222			285,000
Proceeds<br>from promissory notes payable – related parties		—			50,000
Proceeds<br>from promissory notes payable		57,474			—
Discount<br>on notes payable		—			12,500
Repayment<br>of promissory notes payable		(59,988	)		(1,648	)
Debt<br>issuance costs		(90,445	)		(23,500	)
Net<br>Cash provided by Financing Activities		264,263			322,352
Net<br>change in cash and restricted cash		15,646			(85,198	)
Cash<br>and restricted cash, beginning of period		23,191			127,109
Cash<br>and restricted cash, end of period	$	38,837		$	41,911
Supplemental<br>cash flow information
Cash<br>paid for interest	$	3,414		$	45,385
Cash<br>paid for taxes	$	—		$	—
Non-cash<br>Investing and Financing transactions:
Common<br>stock in connection with promissory note	$	26,842		$	1,509
Recognition<br>of derivative liability as debt discount	$	150,750		$	48,428
Prepaid<br>expenses reclassified to website development	$	—		$	10,498
Reclassification<br>of Promissory notes payable - related parties to Promissory notes payable	$	7,500		$	—

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-5

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Note1 – Organization, Description of Business and Going Concern

Natureof Organization

DriveItAway Holdings, Inc. (“DIA”, “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.

DIA is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see www.driveitaway.com.

GoingConcern

The

Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the period ended March 31, 2024, the Company had a net loss of $1,191,644 and cash used in operating activities of $248,617. As of March 31, 2024, the Company had an accumulated deficit of $4,502,540. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.

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. 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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

DriveItAway

Holdings, Inc. Notes to the Condensed Consolidated Financial Statements March 31, 2024 Unaudited

Note2 - Summary of Significant Accounting Policies

Basisof Presentation

The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2024, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2023, contained in the Company’s Form 10K, as filed on March 8, 2024.

Basisof Consolidation

The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.

Useof Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, allowance for deferred tax assets, and fair value of equity instruments. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

ForeignCurrency Translation

Foreign currency translation is recognized in accordance with ASC 830. The Company’s functional currency is USD, therefore all amounts of revenues received from foreign accounts are translated to the Company’s functional currency (USD) upon receipt and thereby, translation gains and losses are recognized upon receipt.

Cashand Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. As of March 31, 2024, and September 30, 2023, the Company had cash of $9,215 and $4,632, and restricted cash of $29,622 and $18,559, respectively and did not have any cash equivalents.

RestrictedCash

As

of March 31, 2024, the Company had $29,622 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment to third party payees. As of September 30, 2023, the Company had $18,559 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional fees.

F-7

DriveItAway

Holdings, Inc. Notes to the Condensed Consolidated Financial Statements March 31, 2024

Unaudited

AccountsReceivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowances for doubtful accounts as of March 31, 2024 and September 30, 2023 are adequate, but actual write-offs could exceed the recorded allowance. As of March 31, 2024, and September 30, 2023 the balances in the allowance for doubtful accounts was $0.

FixedAssets

---

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

IntangibleAssets

---

Our 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 lives. 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.

Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at three (3) years. The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. We remove fully amortized website and software development costs from the cost and accumulated amortization amounts disclosed.

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

Leases

---

The Company’s operating lease portfolio for the period ended March 31, 2024 and September 30, 2023, includes the vehicle leases from third parties and the Company’s owned vehicles that are leased to the customers under operating leases. The contracts for these operating leases are short-term in nature with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. As of March 31, 2024, the Company did not have leases that qualified as ROU assets.

F-8

DriveItAway

Holdings, Inc. Notes to the Condensed Consolidated Financial Statements March 31, 2024

Unaudited

FairValue Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

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

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

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.

The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities approximate fair value due to their short-term nature.

All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3.

Schedule of fair value of financial assets and liabilities
			Fair Value Measurements at March 31, 2024 using:
	March 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—	$	—	$	—	$	—
Derivative Liabilities	$	759,687	$	—	$	—	$	759,687
			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 (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—	$	—	$	—	$	—
Derivative Liabilities	$	1,317	$	—	$	—	$	1,317

F-9

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

DerivativeFinancial Instruments

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates.

RevenueRecognition

The Company’s revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.

During the periods ended March 31, 2024 and 2023, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”).

Customers book a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period.

Vehicles available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized.

The Pay-As-You-Go program manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term.

F-10

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

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 March 31, 2024 and September 30, 2023 refundable deposits were $1,339 and $2,234 and deferred revenue was $4,967 and $7,233, respectively.

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-BasedCompensation

The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

Advertisingand Marketing Costs

Advertising and marketing costs are expensed as incurred. The Company incurred advertising and marketing costs for the six months ended March 31, 2024 and 2023 of $2,069

and $38,451

, respectively.

IncomeTaxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

NetLoss per Share of Common Stock

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option. For the periods ended March 31, 2024 and 2023, the common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Schedule of anti-dilutive shares
	March 31,		March 31,
	2024		2023
Convertible notes		1,750,000		25,687,500
Warrants		7,350,000		1,225,000
		9,100,000		26,912,500

F-11

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DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

RecentAccounting Pronouncements

In the period from October 2023 through April 2024 the FASB has not issued any additional accounting standards updates that have a significant impact on the Company. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

Note3 – Related Party Transactions

Advancesand Repayments

---

In the normal course of business, the Company’s management team or their affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to cover operating expenses.

As of March 31, 2024 and September 30, 2023, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand, in the amount of $

25,080

.

On March 1, 2023, the Company entered into three promissory note agreements with three related parties for a total of $50,000 with interest bearing at 15% per annum, maturity date of 120 days from issuance (June 30, 2023) and issuance of 100,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 years). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $3,068 which was recorded as a derivative liability and debt discount (see Note 8). During the six months ended March 31, 2024 the Company reclassified one of these promissory notes with a value of $7,500 from Promissory notes payable – related party to Promissory notes payable due the note holder, a former director, no longer being considered a related party. As of March 31, 2024 and September 30, 2023, the amount due to related parties for Promissory notes payable was $42,500 and $50,000, respectively.

During the six months ended March 31, 2024 and 2023, the Company recorded related party interest expense of $4,478 and $626 respectively.

As of March 31, 2024 and September 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $42,500 and $50,000 respectively, and owed unpaid interest of $8,636 and $4,918, respectively.

F-12

---

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Note4 – Fixed and Intangible Assets

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

Schedule of fixed assets
	March 31,			September 30,
	2024			2023
Vehicle costs	$	224,903		$	224,903
Accumulated depreciation		(56,740	)		(40,675	)
Vehicles, net	$	168,163		$	184,228

Depreciation

expense for the six months ended March 31, 2024 and 2023, was $16,064 and $16,065, respectively.

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

Schedule of intangible assets
	March 31,			September 30,
	2024			2023
Website development costs	$	16,331		$	16,331
Accumulated depreciation		(7,258	)		(4,544	)
Website, net	$	9,073		$	11,787

Amortization

expense for the six months ended March 31, 2024 and 2023, was $2,714 and $1,815, respectively.

Note5 – Equity

Authorized

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 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.

SeriesA Preferred Stock

The

Company has authorized one series of preferred stock, which is known as the Series A Convertible Preferred Stock (the “Series A Preferred”). The Board has authorized the issuance of 5,000,000 shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences:

Dividends: 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.

F-13

---

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Liquidation 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 Stock.

Voting Rights: 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.

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

Mandatory Conversion Right: 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 six months ended March 31, 2024 and 2023 there were no issuances of the Series A Preferred shares.

As of March 31, 2024 and September 30, 2023, the Company had no shares of Series A Preferred stock outstanding.

CommonStock

During

the six months ended March 31, 2024, the Company issued 5,000,000 shares of common stock valued at $26,842 for commitment fees in conjunction with the issuance of a promissory note of $140,000.

During the six months ended March 31, 2023, the Company had the following common stock activity:

●	1,000,000 shares of common stock valued at $1,509 for commitment fees in conjunction with the issuance of promissory note of $750,000.
●	250,000 shares of common stock valued at $15,000, for consulting services, based on the fair market value of the shares on the grant date.

As

of March 31, 2024, and September 30, 2023, the Company had 111,551,722 and 106,551,722 common shares issued, respectively.

Treasurystock

The

Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market. As of March 31, 2024, and September 30, 2023 the Company had 15,100 shares of treasury stock valued at $18,126.

Warrants

On February 24, 2022, in conjunction with the issuance of a promissory note of $750,000, the Company issued 1,000,000 warrants for $0.30 per share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (see Note 8), therefore the equity environment became tainted and the warrants qualified for derivative accounting and were assigned a value of $107,283 which was recorded as a derivative liability and debt discount. The warrants expire on February 24, 2027.

F-14

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

In June 2022, in conjunction with a private offering and the issuance of secured promissory notes of $250,000 (see Note 8), the Company issued 125,000 warrants for $0.30 per share. 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. 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 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 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 an exercise price of $0.05 were issued that expire on March 1, 2028 (5 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $3,837 which was recorded as a derivative liability and debt discount.

In December 2023, in conjunction with the issuance of a promissory note of $195,000, the Company issued warrants to purchase 5,000,000 shares of Company’s common stock for nominal exercise price of $0.00001 per share. The warrant is exercisable at any time on or after December 15, 2023 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $248,952 which was recorded as a derivative liability. The note was discounted to a principal balance of $0 and a debt discount of $195,000 was recorded at inception. The difference between the fair value of the warrants and the net proceeds received was recognized as interest expense.

All derivative liabilities recognized for the warrants issued were valued using the Black-Scholes pricing model. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement (see Note 8).

A summary of warrant activity during the six months ended March 31, 2024, is as follows:

Schedule of warrant activity
	Warrants		Weighted-<br><br>Average		Weighted-<br><br>Average
	Outstanding		Exercise Price		Life (years)
Balance as of September 30, 2023		2,350,000	$	0.07		3.51
Issuance		5,000,000		0.00001		*
Exercised		—	$	—
Expired		—	$	—
Balance as of March 31, 2024		7,350,000	$	0.02

*5,000,000 warrants issued on December 15, 2023 do not have an expiration date.

The

intrinsic value of the warrants as of March 31, 2024, is $173,799. All of the outstanding warrants are exercisable as of March 31, 2024.

F-15

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Note6 – Notes Payable

SBALoan

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 six months ended March 31, 2024 and 2023, the Company recorded interest expense of $2,157 and $2,134, respectively, on the SBA Loan and as of March 31, 2024 and September 30, 2023, the accrued interest on the SBA Loan was $5,523 and $6,780, respectively. As of March 31, 2024 and September 30, 2023 the outstanding principal of SBA Loan was $

114,700

.

The following represents the future aggregate maturities of the Company’s SBA Loan as of March 31, 2024, for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate<br>maturities
Fiscal year ending September 30,	Amount
2024 (remaining)	$	—
2025		—
2026		571
2027		2,431
2028		2,431
Thereafter		109,267
Total	$	114,700

PromissoryNotes Payable, in Default

---

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 8). During the six months ended March 31, 2024 and 2023, the Company recorded interest expense of $1,271 and $156, respectively. As of March 31, 2024 and September 30, 2023, the accrued interest on the promissory note was $2,540 and $1,269, respectively. As of March 31, 2024 and September 30, 2023 the outstanding principal of Promissory Notes Payable was $

12,500

. As of March 31, 2024, the Company had defaulted on the promissory note payable.

During the six months ended March 31, 2024, the Company reclassified a promissory note entered on March 1, 2023 with a value of $7,500, with interest bearing 15% per annum, maturity date 120 days from issuance (June 30, 2023) and issuance of 15,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year), from Promissory notes payable – related party to Promissory notes payable due the note holder, a former director, no longer being considered a related party. 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 six months ended March 31, 2024 and 2023, the Company recorded interest expense of $763 and $94, respectively. As of March 31, 2024 and September 30, 2023, the accrued interest on the promissory note was $1,525 and $761, respectively. As of March 31, 2024 and September 30, 2023, the total outstanding principal of the promissory note payable was $

7,500

. As of March 31, 2024, the Company had defaulted on the promissory note payable.

PromissoryNotes Payable

On

May 1, 2023 the Company executed a note payable with a face amount of $35,982 from a lender. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the May 2023 Lender’s payment processing services until the Company has repaid the $35,982 (including fixed fees of $3,682 or approximately 10% of the note amount). The Company received net proceeds of $32,300 and the $3,685 of fixed fees were recorded as debt discount. As of March 31, 2024, the Company had amortized the full $3,682 of debt discount, had made repayments of $27,752, and rolled $8,230 of the notes principal still due into a second note (see below), therefore the loan was considered paid in full.

F-16

DriveItAway

Holdings, Inc. Notes to the Condensed Consolidated Financial Statements March 31, 2024 Unaudited

On August 15, 2023 the Company executed a second note payable with the same lender with a face amount of $64,206. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $64,206 (including fixed fees of $6,206 or approximately 10% of the note amount). The Company received net proceeds of $49,770 after paying off the May 1, 2023 note and rolling $8,230 of its balance into the August 15, 2023 note and recording the $6,206 of fixed fees as a debt discount. During the six months ended March 31, 2024, the Company amortized the full $6,206 of the debt discount and made repayments of

$53,132, and rolled $6,856 of

the notes principal still due into a third note (see below), therefore the loan was considered paid in full as of March 31, 2024 .

On

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. During the six months ended March 31, 2024, the Company amortized $414 of the debt discount and made repayments of $10,041. This resulted in a debt discount balance of $5,560 and a principal balance of $47,433, for a net notes payable balance of $41,873 as of March 31, 2024.

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

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2024 (remaining)		16,741
2025		30,692
Total	$	47,433

Note7 – Convertible Notes Payable

AJBCapital Investments, LLC Note

Effective February

24, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $750,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $675,000 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid $33,750 in certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker dealer. After payment of the fees and costs, the net proceeds to the Company were $641,250, which will be used for working capital and other general corporate purposes.

---

The maturity date of the AJB Note was extended to February 24, 2023. The AJB Note bears interest at 10% per annum for the original note’s period and 12% per annum for extension period which was started from August 24, 2022, and it is payable on the first of each month beginning April 1, 2022. 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 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 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.

F-17

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

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 5 and 9). The warrants expire on February 24, 2027. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

After recording the

derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 common shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned a value of $65,274 (see Note 5). The allocation of the financing costs of $108,750, the derivative for the guarantee of $384,287, the derivative for the warrant of $107,283, and issuance of the 4,000,000 Commitment Fee shares of $65,274, to the debt component resulted in a $665,594 debt discount that is being amortized to interest expense over the term of the AJB Note.

On October 31, 2022,

the Company amended the AJB Note to issue 1,000,000 additional Commitment Fee Shares, recognizing the value of the shares and a debt discount of $60,000.

On February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $85,000, which increased the restricted cash balance to be used for payments for professional services, replacing the original 1,000,000 warrants with an exercise price of $0.30 with 2,000,000 warrants with an exercise price of $0.05 and extending the maturity date of the note to May 24, 2023. The Company determined the extension of cash and modification to other terms met the conditions of a debt extinguishment; therefore, the Company recorded a loss on extinguishment of debt for the total amount of $36,313 included in other income (expenses) within the accompanying statement of operation.

On September 27, 2023,

the Company entered into second amendment with AJB by increasing the original principal of the note by $25,000 which increased the restricted cash balance to be used for payments for professional services.

On November 28, 2023,

the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $22,222 in which the Company received $20,000 in cash (after giving effect to a 10% original issue discount) for payment to vendors.

Effective December

15, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $195,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $165,750 (after giving effect to a 15% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees. After payment of the fees and costs, the net proceeds to the Company were $150,750, which will be used for working capital and other general corporate purposes.

The maturity date of the AJB Note is June 14, 2024. The AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.

F-18

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DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

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; (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; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

On December 15, 2023, in

conjunction with the issuance of this promissory note of $195,000, the Company also issued to AJB common stock purchase warrants (the “December 2023 warrants”) to purchase 5,000,000 shares of the Company’s common stock for a nominal exercise price of $0.00001 per share. The December 2023 warrants may be 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, with corresponding amounts of $150,750 was allocated to debt discount and the difference between the fair value of the December 2023 warrants and the net proceeds received of $98,202 was recognized as interest expense.

Effective

February 23, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $140,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $112,000 (after giving effect to a 20% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $10,000. After payment of the fees and costs, the net proceeds to the Company were $102,000, which will be used for working capital and other general corporate purposes.

The maturity date of the AJB Note is November 23, 2024. The AJB Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.

Also

pursuant to the SPA, the Company paid to AJB a commitment fee of $50,000, payable in the form of 5,000,000 unregistered shares of the Company’s common stock (the “Commitment Fee Shares”) which were issued at note inception.

During the six months ended March 31, 2023, the Company recorded interest

expense of $46,888, additional debt discount of $26,478, amortization of debt discount of $13,387, a loss on change in fair value of derivative liability of $2,791 for the guarantee and warrants and repaid $31,042 of interest.

During

the six months ended March 31, 2024, the Company recorded interest expense of $60,832, additional debt discount of $262,064, amortization of debt discount of $125,326, and a loss on change in fair value of derivative liability of $414,351 for the guarantee and warrants. As of March 31, 2024 and September 30, 2023, the derivative liability was $664,240 and $663 for the guarantee and warrants, the debt discount recorded on the note was $136,738 and $0, the note payable principal was $1,217,222 and $860,000, and the Company owed accrued interest of $129,394 and $68,562.

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 six months ended March 31, 2024 and the AJB note was not convertible as of March 31, 2024.

SecuredConvertible Notes

In June

2022, the Company’s board of directors approved an offering of up to 10 Units at $50,000 per Unit in a private offering. Each Unit consists of a Secured Convertible Note with an original principal balance of $50,000 and one warrant to purchase Common Stock for every $2 invested in the offering. The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance. Each Secured Convertible Note bears interest at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $0.20 per share. Pursuant to a security agreement between the Company and investors in the Unit offering, and the subscription agreements executed by the Company and the investors, the Secured Convertible Notes are secured by liens on four existing electric vehicles that were owned by the Company at the time of the commencement of the offering, and eight additional electric vehicles that will be purchased with the proceeds of the offering, assuming all 10 Units are sold in the offering. The Company also granted subscribers in the Unit offering piggyback registration rights with respect to any shares of common stock issuable upon conversion of the Secured Convertible Notes or upon exercise of the warrants issued in the Unit offering.

F-19

DriveItAway

Holdings, Inc. Notes to the Condensed Consolidated Financial Statements March 31, 2024 Unaudited

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 5). 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 8) 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 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $200,000 for cash proceeds of $180,000 (net of an original issuance discount of $20,000), and the issuance of 100,000 warrants (see Note 6). The $20,000 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative liability of $19,330. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $7,254 which was recorded as a derivative liability (see Note 9) and debt discount). The total debt discount of $43,124 is being amortized to interest expense over the term of the Note.

During the six months ended March 31, 2023

,

the Company recorded interest expense of $30,291

,

paid interest of $13,125 and amortization of debt discount of $27,637 .

During the six months ended March 31, 2024

,

the Company recorded interest expense of $34,313, paid interest of $0 and amortization of debt discount of $30,451. As of March 31, 2024

and September 30, 2023, the debt discount recorded on the notes was $21,175 and $51,626,

respectively, resulting in a net note payable balance of $428,825 and $398,374, respectively. As of March 31, 2024

and

September 30, 2023, the Company owed accrued interest of $97,375 and $63,063, respectively.

The following represents the future aggregate maturities of the Company’s Convertible Notes Payable as of March 31, 2024 for each of the five (5) succeeding years and thereafter as follows:

Schedule of future aggregate maturities
Fiscal year ending September 30,	Amount
2024 (remaining)	$	1,327,222
2025		340,000
Total	$	1,667,222

Note8 – Derivative Liabilities

Certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore the Company’s equity environment is tainted.

ASC 815 requires that we record the fair market value of the derivative liabilities at inception and at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

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 March 31, 2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in the Black-Scholes model during the six months ended March 31, 2024, and year ended September 30, 2023:

F-20

DriveItAway

Holdings, Inc.

Notes

to the Condensed Consolidated Financial Statements

March

31, 2024

Unaudited

Schedule of assumptions used
	Six months ended			Year Ended
	March 31,			September 30,
	2024			2023
Expected term		0.21- 3.92 years	*		0.68 - 5.01 years
Expected average volatility		188% - 413	%		111% - 372	%
Expected dividend yield		—			—
Risk-free interest rate		3.60% - 4.60%			3.93% - 5.03	%
*	5,000,000 warrants<br> issued on December 15, 2023 do not have an expiration date.
---	---

As of March 31, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):

Schedule of estimated fair values of the liabilities
Commitment fee guarantee issued February 24, 2022	$	262,307
Warrants issued February 24, 2022		56,978
Embedded conversion feature in Note issued June 3, 2022		10,315
Warrants issued June 3, 2022		2,851
Embedded conversion feature in Note issued June 16, 2022		18,306
Warrants issued June 16, 2022		4,281
Embedded conversion feature in Note issued November 15, 2022		46,852
Warrants issued November 15, 2022		5,708
Warrants issued on February 10, 2023		56,978
Warrants issued on March 1, 2023		7,134
Warrants issued on December 15, 2023		287,977
Derivative liability balance - March 31, 2024	$	759,687

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities during the six months ended March 31, 2024:

Schedule of changes<br>in fair value of derivative liability
Derivative liability balance - September 30, 2023	$	1,317
Addition of new derivatives recognized as debt discounts		248,952
Loss on change in fair value of the derivative		509,418
Derivative liability balance - March 31, 2024	$	759,687

---

Note9 – Subsequent Events

On March 1, 2024, DIA Leasing, LLC. (the “Borrower”),

a direct wholly owned subsidiary of DriveitAway Holdings, Inc. (“DWAY”), closed a $2,000,000 line of credit facility (the “Credit Facility”) with an investor (the “Lender”). In connection with the Credit Facility, a credit agreement, promissory note, security agreement and several related ancillary agreements were entered into by the parties.

Credit Agreement

Pursuant to the Credit Agreement dated May 1, 2024

(the “Credit Agreement”), among the Borrower and the Lender, the Lender agreed to make revolving loans (the “Loans”) to the Borrower and to issue letters of credit on behalf of the Borrower. The Lender committed to provide up to $250,000 of Loans and up to $2,000,000 of letters of credit. The Borrower must use the letters of credit and the proceeds of Loans only for the purchase of motor vehicles to be used in the course of the Borrower’s business. As of the date hereof, there are no Loans or letters of credit outstanding under the Credit Agreement. The Borrower will pay a commitment fee to the Lender equal to 2.0% of the available commitments. DWAY is a guarantor on the Loans.

Promissory Note

---

Pursuant to the Promissory Note (the “Note”) dated May 1, 2024, Borrower promises to pay Lender the principal sum of Two Million Dollars and 00/100 ($2,000,000.00), or so much thereof as may be disbursed to, or for the benefit of the Borrower, for the sole purpose of purchasing new motor vehicles for use in Borrower’s 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.

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.

Warrant

---

As further consideration for the credit facility, DWAY

issued Lender a prefunded warrant (the “Warrant”) for the purchase of up to 5,000,000 shares of DWAY’s common stock.

On May 21, 2024, AJB advanced

$27,440 to a vendor on behalf of the Company.

F-21

ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

SpecialNote Regarding Forward-Looking Information

Thefollowing discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its whollyowned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company. and the notes to thosefinancial statements that are included elsewhere in this Form 10-Q. References in this Management’s Discussion and Analysis ofFinancial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to theCompany. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The eventsdescribed in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to businessplans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefitsfrom acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results.The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,”“plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions,are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance orevents and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influencethe accuracy of the statements and the projections upon which the statements are based.

Ouractual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements,whether from new information, future events or otherwise.

U.S. Dollarsare denoted herein by “USD,” “$” and “dollars”.

Overview

DIA is the first national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon to expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new electric vehicles.

RESULTS

OF OPERATIONS

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

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

	Three months ended
	March 31,
	2024			2023			Change			%
Revenues	$	89,307		$	67,000		$	22,307			33	%
Cost of revenue		77,076			46,678			30,398			65	%
Gross Profit		12,231			20,322			(8,091	)		(40	)%
Gross Profit Percentage		14	%		30	%
Operating expense		130,725			220,010			(89,285	)		(41	)%
Operating loss		(118,494	)		(199,688	)		(81,194	)		(41	)%
Other (income) / expense		357,721			(380,309	)		(738,030	)		(194	)%
Net loss	$	(476,215	)	$	180,621		$	(656,836	)		(364	)%

Revenues for the three months ended March 31, 2024, increased $22,307 from $67,000 for the period ending March 31, 2023, to $89,307 for the period ending March 31, 2024. This was due to a $28,155 increase in rental revenue and $15,272 increase in insurance revenue, offset by an increase of $21,120 in insurance lender payback costs.

1

We anticipate that, in 2024 automotive supply and demand will see a continuing return to more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the three months ended March 31, 2024, increased $30,398, from $46,678 for the period ending March 31, 2023, to $77,076 for the period ending March 31, 2024. This was primarily due to DIA fleet payments which increased alongside an increase in revenue.

Operating expenses for the three months ended March 31, 2024, decreased $89,285 as compared to the three months ended March 31, 2023. The decrease was primarily attributable to decreases in salaries and payroll taxes of $7,875, professional fees of $61,007, software development of $1,276 and advertising and marketing expenses of $28,007, offset by an increase in general and administrative of $8,880.

Loss from operations was $118,494 for the three months ended March 31, 2024, as compared to $199,688 for the three months ended March 31, 2023. The decrease of $81,194 was largely attributable to the change in operating expenses of $89,285 and an decrease in gross profit of $8,091.

Other expenses for the three months ended March 31, 2024, were $357,721, as compared to net other income of $380,309 for the three months ended March 31, 2023. The decrease of $738,030 is primarily attributable to increases in interest expense of $14,341, a change in fair value of derivative liabilities of $625,600, and in amortization of debt discount of $98,089.

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

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

	Six months ended
	March 31,
	2024			2023			Change			%
Revenues	$	185,810		$	115,083		$	70,727			61	%
Cost of revenue		162,755			86,550			76,205			88	%
Gross Profit		23,055			28,533			(5,478	)		(19	)%
Gross Profit Percentage		12	%		25	%
Operating expense		336,735			443,654			106,919			24	%
Operating loss		(313,680	)		(415,121	)		(101,441	)		(24	)%
Other expense		877,964			125,266			752,698			601	%
Net loss	$	(1,191,644	)	$	(540,387	)	$	651,257			121	%

Revenues for the six months ended March 31, 2024, increased $70,727 from $115,083 for the period ending March 31, 2023, to $185,810 for the period ending March 31, 2024. This was due to a $97,985 increase in rental revenue and $24,486 increase in insurance revenue, offset by an increase of $51,743 in insurance lender payback costs.

We anticipate that, in 2024 automotive supply and demand will see a continuing return to more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.

Cost of revenue for the six months ended March 31, 2024, increased $76,205, from $86,550 for the period ending March 31, 2023, to $162,755 for the period ending March 31, 2024. This was primarily due to DIA fleet payments which increased alongside an increase in revenue.

Operating expenses for the six months ended March 31, 2024, decreased $106,919 as compared to the six months ended March 31, 2023. The decrease was primarily attributable to a decrease in salaries and payroll taxes of $23,125, professional fees of $54,422, software development costs of $2,754 and advertising and marketing expenses of $36,382, offset by an increase in general and administrative expenses of $9,764.

2

Loss from operations was $313,680 for the six months ended March 31, 2024, as compared to $415,121 for the six months ended March 31, 2023. The decrease of $101,441 was largely attributable to the decrease in professional fees of $54,422.

Other expenses for the six months ended March 31, 2024, were $877,964, as compared to $125,266 for the six months ended March 31, 2023. The increase of $752,698 is primarily attributable to increases in loss on change in fair value of derivative liabilities of $506,222, interest expense of $126,400, and in amortization of debt discount of $120,076.

Liquidityand Capital Resources:

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

WorkingCapital

---

	March 31,			September 30,
	2024			2023			Change			%
Cash	$	9,215		$	4,632		$	4,583			99	%
Current assets, net of restricted cash	$	22,364		$	16,216		$	6,148			38	%
Current liabilities		3,219,732			1,878,080			1,341,652			71	%
Working capital (deficiency)	$	(3,197,368	)	$	(1,861,864	)	$	(1,335,504	)		72	%

---

As of March 31, 2024, our working capital deficiency increased $1,335,504 as compared to September 30, 2023. This was primarily attributable to a $785,370 increase in derivative liabilities, a $426,655 increase in convertible notes payable, and a $155,585 increase in accounts payable and accrued liabilities.

CashFlow Data:

	Six months ended
	March 31,
	2024			2023			Change
Cash provided by (used in) operating activities	$	(248,617	)	$	(334,678	)	$	86,061
Cash provided by (used in) investing activities	$	—		$	(72,872	)	$	72,872
Cash provided by (used in) financing activities	$	264,263		$	322,352		$	(58,089	)
Net Change in Cash and Restricted Cash	$	15,646		$	(85,198	)	$	100,844

CashFlows from Operating Activities

During the six months ended March 31, 2024, we did not generate positive cash flows from operating activities. For the six months ended March 31, 2024, net cash flows used in operating activities was $248,617, consisting of a net loss of $1,191,644, reduced by a loss on change in fair value of derivative liability of $509,418, amortization debt discount of $162,051, depreciation and amortization of $18,779, a financing fee of $98,202, and a change in operating assets and liabilities of $154,577.

3

During the six months ended March 31, 2023, we did not generate positive cash flows from operating activities. For the six months ended March 31, 2023, net cash flows used in operating activities was $334,678, consisting of a net loss of $540,387, reduced by a loss on change in derivative liability of $3,196, stock-based compensation expenses of $15,000, amortization debt discount of $41,975, depreciation and amortization of $17,836, a change in operating assets and liabilities of $127,703.

CashFlows from Investing Activities

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

During the six months ended March 31, 2023, the Company used cash for the purchased two vehicles for $67,039 and website development costs of $5,833.

CashFlows from Financing Activities

During the six months ended March 31, 2024, the Company generated $357,222 from the issuance of convertible notes and $57,474 from the issuance of promissory notes which was partially offset by $59,988 for repayment of promissory notes and payment for debt issuance costs of $90,445.

During the six months ended March 31, 2023, the Company generated $285,000 from the issuance of convertible notes, $50,000 from the issuance of promissory notes - related parties, $12,500 from issuance of promissory notes which was partially offset by $1,648 for repayment of promissory notes and payment of debt issuance coasts of $23,500.

GoingConcern

As of March 31, 2024, the Company had a net loss of $1,191,644, accumulated deficit of $4,502,540 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the ensuing twelve months.

The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these requirements, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CriticalAccounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:

●	Revenue Recognition
●	Stock-Based Compensation
●	Income Taxes
●	Financial Instruments
●	Derivative Financial Instruments

While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to the Consolidated Financial Statements.

4

RevenueRecognition

The Company’s revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.

During the periods ended March 31, 2024 and 2023, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual car rental customers (“customers”).

Customers book a vehicle through the Company’s platform, starting first with a rental contract with the vehicle. When the customer books the vehicle, per the terms of the individual rental agreements, the customer shall pay a stated rental rate, a stated insurance amount, an initial non-refundable fee, and, in some cases, a refundable deposit. At the end of the usage cycle, the system calculates miles driven and if the customer has driven more than the prorated, included amount, they pay extra usage/mileage fees. In instances when a customer pays late, they pay a late fee and in cases of incurring charges for tolls they pay for the toll costs incurred. Additionally, contracts may be extended (a new contract is signed) at which time the credit card on file for the customer will be charged at the beginning of the contract extension period for rental rate and insurance amount for the new extension period.

Vehicles available in the platform can be owned or leased by the Company or made available through arrangements with independent car dealerships (“dealerships”). For vehicles owned or leased by the Company, the Company’s performance obligation for rental revenue is to provide customers with a vehicle and an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company’s performance obligation for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those amounts to dealerships net of the Company’s revenue share. The vehicle rental arrangements are over a fixed contracted period; therefore, the Company recognizes rental revenue ratably over the contract term. Costs related to rental revenue include depreciation for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company’s revenue share being recognized.

The Pay-As-You-Go program manages or includes insurance. Fleet insurance is sometimes provided where the Company has a fleet policy and the driver is added to it when needed. In this case, the driver pays the cost of insurance as a separate payment in the system. This payment is a type of revenue. The Company pays the insurance company providing the coverage. This is a cost of goods sold. The Company also allows for drivers to bring their own insurance. The Company works with associated insurance brokers to write a policy for the customer for that vehicle and a separate finance company that pays for the policy in full. The Company acts as trustee in collecting installments and transferring them to the finance company. Collected payments are treated as a revenue and transfers to the finance company are treated as contra-revenue because the Company acts as an agent in these transactions. Lastly, in markets where the Company cannot support this program, drivers are allowed to bring their own insurance and pay it directly themselves with no involvement of the Company. No revenue is collected or recognized in this instance. Because any insurance revenue is collected at contract inception and covers the fixed contract period the Company recognizes insurance revenue ratably over the contract term.

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 March 31, 2024 and September 30, 2023 refundable deposits were $1,339 and $2,234 and deferred revenue was $4,967 and $7,233, respectively.

5

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-BasedCompensation

The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.

IncomeTaxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

FairValue Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

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

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

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.

6

The carrying amounts shown of the Company’s financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities are approximate fair value due to their short-term nature.

All financial assets and liabilities are approximate to their fair value. Derivative liabilities are valued at Level 3.

			Fair Value Measurements as of March 31, 2024 using:
	March 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—	$	—	$	—	$	—
Derivative Liabilities	$	759,687	$	—	$	—	$	759,687
			Fair Value Measurements as of September 30, 2023 using:
---	---	---	---	---	---	---	---	---
	September 30, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities	$	—	$	—	$	—	$	—
Derivative Liabilities	$	1,317	$	—	$	—	$	1,317

DerivativeFinancial Instruments

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time of our common stock, equal to the weighted average life of the options.

Off-BalanceSheet Arrangements

We have no off-balance sheet arrangements.

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

7

ITEM

4. CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of March 31, 2024. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.

(b)	Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of March 31, 2024, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were not effective as of March 31, 2024, due to the following identified material weaknesses:

●

Our control environment is inadequate. We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place. Additionally, we lack policies that require formal written approval for related party transactions.

●

We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements. We do not have controls in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, and there are no controls over the financial reporting close process. Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate.

8

Management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended March 31, 2024 are fairly stated, in all material respects, in accordance with GAAP.

(c)	Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

InherentLimitations Over Internal Controls

Management, including our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

9

PART

II – OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM

1A. RISK FACTORS

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

ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5. OTHER INFORMATION

During the quarter ended March 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

10

ITEM

6. EXHIBITS

		Incorporated by Reference		Filed or Furnished
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
31.1	Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				x
31.2	Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				x
32.1*	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				x
32.2*	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				x
101	Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.				x
104	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.				x

* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

11

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DRIVEITAWAY HOLDINGS, INC.
Date: May 21, 2024	By:	/s/ John Possumato
		John Possumato, Chief Executive Officer
		(Principal Executive Officer)
Date: May 21, 2024	By:	/s/ Steven M. Plumb
		Steven M. Plumb, CPA, Chief Financial Officer
		(Principal Financial and Accounting Officer)

12

EXHIBIT 31.1

CERTIFICATIONOF **** PRINCIPAL **** EXECUTIVEOFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

I, John Possumato, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of DriveItAway Holdings, Inc.;
2.	Based on my<br> knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make<br> the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this quarterly report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present<br> in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this quarterly report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under<br> our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made<br> known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
---	---
b)	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
---	---
d)	disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting;
---	---
5.	The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting board<br> of directors (or persons performing the equivalent function):
---	---
a)	all significant deficiencies<br> and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal controls over<br> financial reporting.
---	---
Date: May<br> 21, 2024	By:	/s/ John Possumato
---	---	---
		John Possumato, Chief Executive
		Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONOF PRINCIPAL **** FINANCIAL **** AND **** ACCOUNTINGOFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

I, Steven M. Plumb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of DriveItAway Holdings, Inc.;
2.	Based on my<br> knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make<br> the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this quarterly report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present<br> in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods<br> presented in this quarterly report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under<br> our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made<br> known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
---	---
b)	designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
---	---
d)	disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting;
---	---
5.	The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent function):
---	---
a)	all significant deficiencies<br> and material weaknesses in the design or operation of internal controls over financial reporting which are required to process, summarize<br> and report financial information; and
---	---
b)	any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal controls
---	---
Date: May<br> 21, 2024	By:	/s/ Steven M. Plumb
---	---	---
		Steven M. Plumb, CPA, Chief Financial
		Officer (Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATIONOF **** PRINCIPAL **** EXECUTIVEOFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DriveItAway Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Possumato, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of<br> operations of the Company.
---	---
Date: May<br> 21, 2024	By:	/s/ John Possumato
---	---	---
		John Possumato, Chief Executive Officer
		(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATIONOF **** PRINCIPAL **** FINANCIAL **** OFFICER PURSUANTTO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DriveItAway Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I, Steven M. Plumb, certify, pursuant to 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of<br> operations of the Company.
---	---
Date: May<br> 21, 2024	By:	/s/ Steven M. Plumb
---	---	---
		Steven M. Plumb, CPA, Chief Financial Officer
		(Principal Financial and Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.