Driveitaway Holdings, Inc 10-Q for FY2025 Q1
Driveitaway Holdings, Inc. (DWAY)
About this 10-Q
Driveitaway Holdings, Inc filed this 10-Q on March 28, 2025, covering the quarter ended December 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $241.95K
- up 150.7% from $96.5K a year earlier
- Net income
- $456.46K
- compared with a net loss of $715.43K a year earlier
- Diluted EPS
- $0.00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transitional period from _____________ to ______________
Commission File Number:
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) (Zip Code)
(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 of each class: | Trading Symbol(s): | Name 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.
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).
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 | ☐ | ||
| ☒ | 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 ☐
As of March 28, 2025, there were 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 | 6 |
| Item 4. | Controls and Procedures | 7 |
| PART II – OTHER INFORMATION | 9 | |
| Item 1. | Legal Proceedings | 9 |
| Item 1A. | Risk Factors | 9 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
| Item 3. | Defaults Upon Senior Securities | 9 |
| Item 4. | Mine Safety Disclosures | 9 |
| Item 5. | Other Information | 9 |
| Item 6. | Exhibits | 10 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DRIVEITAWAY HOLDINGS, INC.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
F-1
DriveItAway Holdings, Inc.
Condensed Consolidated Balance Sheets
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Deferred financing costs, net | ||||||||
| Fixed assets, net | ||||||||
| Intangible assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued interest – related parties | ||||||||
| Deferred revenue | ||||||||
| Customer deposits | ||||||||
| Due to related parties | ||||||||
| Short term notes payable | ||||||||
| Current portion of SBA Loan | ||||||||
| Promissory notes payable, current portion | ||||||||
| Promissory notes payable, in default | ||||||||
| Promissory notes payable - related parties, in default | ||||||||
| Convertible notes payable, net, in default | ||||||||
| Convertible notes payable, net of debt discount | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| SBA Loan - noncurrent | ||||||||
| Promissory notes payable - noncurrent | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Treasury stock, at cost - shares at December 31, 2024 and September 30, 2024 | ( |
) | ( |
) | ||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
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 Months Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Salaries and payroll taxes | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Software development | ||||||||
| Advertising and marketing | ||||||||
| Total Operating Expenses | ||||||||
| Operating Loss | ( |
) | ( |
) | ||||
| Other Income (Expenses) | ||||||||
| Gain (loss) on change in fair value of derivative liability | ( |
) | ||||||
| Amortization debt discount | ( |
) | ( |
) | ||||
| Amortization of deferred financing costs | ( |
) | ||||||
| Interest expense | ( |
) | ( |
) | ||||
| Interest expense - related parties | ( |
) | ( |
) | ||||
| Total Other Income (Expense) | ( |
) | ||||||
| Income / (Loss) Before Income Tax | ( |
) | ||||||
| Provision for income taxes – Note 2 | ||||||||
| Net Income (Loss) | $ | $ | ( |
) | ||||
| Net Income (Loss) Per Common Share | ||||||||
| Basic and diluted net income (loss) per common share | $ | $ | ( |
) | ||||
| Diluted net income (loss) per common share | $ | $ | ||||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||
| Diluted weighted average number of common shares outstanding | |
|||||||
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)
For the Three Months Ended December 31, 2024
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Paid in | Treasury Stock | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Common stock sold for cash | — | |||||||||||||||||||||||||||
| Warrants sold for cash | — | |||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||
For the Three Months Ended December 31, 2023
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Paid in | Treasury Stock | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
DriveItAway Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| (Gain) loss on change in fair value of derivative liability | ( |
) | ||||||
| Amortization of deferred financing costs | ||||||||
| Amortization and depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Financing Fee | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( |
) | ||||||
| Accounts receivable | ( |
) | ||||||
| Customer deposits | ( |
) | ( |
) | ||||
| Deferred revenue | ( |
) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued liabilities- related party | ||||||||
| Net Cash used in Operating Activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of intangible assets | ||||||||
| Purchase of vehicles | ( |
) | ||||||
| Net Cash used in Investing Activities | ( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Related party advances | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from the sale of common stock for cash | ||||||||
| Proceeds from sale of warrants | ||||||||
| Proceeds from notes payable | ||||||||
| Repayment of promissory notes payable | ( |
) | ( |
) | ||||
| Debt issuance costs | ( |
) | ||||||
| Net Cash provided by Financing Activities | ||||||||
| Net change in cash and restricted cash | ||||||||
| Cash and restricted cash, beginning of period | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash Investing and Financing transactions: | ||||||||
| Recognition of derivative liability as debt discount | $ | $ | ||||||
| Reclassification of Promissory notes payable - related parties to Promissory notes payable | $ | $ | ||||||
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
December 31, 2024
Unaudited
Note 1 – Organization, Description of Business and Going Concern
Nature of 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. On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida limited liability company, which is a wholly owned subsidiary.
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.
Going Concern
The Company’s
financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States,
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
During the period ended December 31, 2024, the Company had net income of $
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
December 31, 2024
Unaudited
Note 2 - Summary of Significant Accounting Policies
Basis of 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 three months ended December 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, 2024, contained in the Company’s Form 10K, as filed on February 24, 2025.
Basis of Consolidation
The consolidated financial statements include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., and its wholly owned subsidiary DIA Leasing, LLC collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.
Use of 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.
Foreign Currency 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.
Cash and 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 December
31, 2024 and September 30, 2024, the Company had cash of $
F-7
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Accounts Receivable
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 December 31, 2024 and September 30, 2024 are adequate, but actual
write-offs could exceed the recorded allowance. As of December 31, 2024 and September 30, 2024
the balances in the allowance for doubtful accounts was $
Fixed Assets
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.
Intangible Assets
Our intangible assets include website and software development costs. The costs incurred in the preliminary stages of website and software development are expensed 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 (
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 December 31, 2024 and September 30, 2024, 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 December 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
December 31, 2024
Unaudited
Fair Value 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 December 31, 2024 using: | ||||||||||||||||
| December 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 | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurements at September 30, 2024 using: | ||||||||||||||||
| September 30, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Liabilities | $ | $ | $ | $ | ||||||||||||
| Derivative Liabilities | $ | $ | $ | $ | ||||||||||||
F-9
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Derivative Financial Instruments
The Company accounts for its 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.
Revenue Recognition
The Company’s revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.
During the periods ended December 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
December 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 December 31, 2024 and September 30, 2024 refundable deposits were
$
In addition to the costs associated with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors.
The Company 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.
Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred.
The Company incurred advertising and marketing costs for the three months ended December 31, 2024
and 2023 of $
Income Taxes
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.
Reconciliation of expected federal income tax to the income tax provision is as follows:
| Schedule of Reconciliation of expected federal income tax to the income tax provision | ||||||||
| 2024 | ||||||||
| Expected Federal Tax | $ | % | ||||||
| State income taxes (net of federal benefit) | % | |||||||
| Permanent adjustments | % | |||||||
| State tax rate change | % | |||||||
| Other | % | |||||||
| Change in valuation allowance | ) | % | ||||||
| Total income tax provision | $ | |||||||
The Company calculates net income/(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. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt and warrants.
| Schedule of computation of diluted net loss per share | ||||||||
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Convertible notes | ||||||||
| Warrants | ||||||||
F-11
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
Recent Accounting Pronouncements
In the period from October 2024 through February 2025 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 condensed consolidated financial statements and related disclosures.
Note 3 – Related Party Transactions
Advances and 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 December
31, 2024 and September 30, 2024, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand,
in the amount of $
On March 1, 2023, the Company entered into three promissory
note agreements with three related parties for a total of $
During the three months ended December 31,
2024 and 2023, the Company recorded related party interest expense of $
F-12
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Note 4 – Fixed and Intangible Assets
The following table summarizes the components of our fixed assets as of the dates presented:
| Schedule of fixed assets | ||||||||
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Vehicle costs | $ | $ | ||||||
| Accumulated depreciation | ( |
) | ( |
) | ||||
| Vehicles, net | $ | $ | ||||||
Vehicles with a net book value of
$
Depreciation
expense for the three months ended December 31, 2024 and 2023, was $
The following table summarizes the components of our intangible assets as of the dates presented:
| Schedule of intangible assets | ||||||||
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Website development costs | $ | $ | ||||||
| Accumulated depreciation | ( |
) | ( |
) | ||||
| Website, net | $ | $ | ||||||
Amortization
expense for the three months ended December 31, 2024 and 2023, was $
Note 5 – Equity
Authorized
The Company has authorized one billion () shares of common stock having a par value of $ per share, and ten million () shares of preferred stock having a par value of $ per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.
Series A Preferred Stock
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 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
December 31, 2024
Unaudited
Liquidation
Preference:
Voting Rights:
Voluntary
Conversion Rights:
Mandatory
Conversion Right:
During the three months ended December 31, 2024 and 2023 there were issuances of the Series A Preferred shares.
As of December 31, 2024 and September 30, 2024, the Company had shares of Series A Preferred stock outstanding.
Common Stock
During the three
months ended December 31, 2024, the Company issued shares of common stock to a private investor for gross proceeds of $
During the three months ended December 31, 2023, no common stock was issued.
As of December 31, 2024 and September 30, 2024, the Company had and 113,701,722 common shares issued, respectively.
Treasury stock
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 December 31, 2024 and September 30, 2024 the Company had shares of treasury stock valued at $18,126.
Warrants
On February 24, 2022, in conjunction with the issuance
of a promissory note of $, the Company issued 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 $
F-14
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
In June 2022, in conjunction with a private offering
and the issuance of secured promissory notes of $ (see Note 8), the Company issued 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
$
In November
2022, in conjunction with a private offering and the issuance of secured promissory notes of $, the Company issued 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 $
In February
2023, in conjunction with a promissory note amendment which was recognized as debt extinguishment, warrants with exercise price
of $
In March 2023,
warrants with an exercise price of $
In December 2023, in conjunction with the issuance
of a promissory note of $, the Company issued warrants to purchase shares of Company’s common stock for
nominal exercise price of $
In May 2024, in conjunction with the issuance of a
promissory note of $, the Company issued warrants to purchase shares of Company’s common stock for nominal exercise
price of $
F-15
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
In May 2024, in conjunction with the issuance of a
line of credit of $
In June 2024, in conjunction with the issuance of
a line of credit of $
On July 12, 2024, the Company sold a warrant to purchase
On August 19, 2024, the Company received the funding
for the second tranche and issued to the investor a cash warrant to purchase up to
At any time 90 days after the second tranche funding date the investor may invest an additional $50,000 and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000 shares of Common Stock in the and a cash warrant to purchase up to 333,333 shares of Common Stock at an exercise price of $0.08 per share. The warrant does not have an expiration date.
On November 1, 2024, the Investor Warrant agreement
was amended to allow the purchase warrants to purchase up to 2,500,000 shares in a third tranche. During the three months ended December
31, 2024, the Company issued warrants to purchase up to
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 three months ended December 31, 2024, is as follows:
| Schedule of common stock warrants activity | |||||||||||||
| Warrants | Weighted- Average |
Weighted- Average | |||||||||||
| Outstanding | Exercise Price | Life (years) | |||||||||||
| Balance as of September 30, 2024 | $ | * | |||||||||||
| Issuance | # | ||||||||||||
| Exercised | $ | ||||||||||||
| Expired | $ | ||||||||||||
| Balance as of December 31, 2024 | $ | * | |||||||||||
*25,666,666 warrants issued during the year ended September 30, 2024 do not have an expiration date.
# 625,000 warrants issued during the three months ended December 31, 2024 do not have an expiration date.
The intrinsic value of the warrants as of December 31, 2024, is $. All of the outstanding warrants are exercisable as of December 31, 2024.
F-16
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Note 6 – Notes Payable
SBA Loan
On June 3, 2020,
the Company entered into a SBA Loan for $
The following represents the future aggregate maturities of the Company’s SBA Loan as of December 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 | ||||
| 2025 (remaining) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Promissory Notes Payable, in Default
As of December
31, 2024 and September 30, 2024, the Company had defaulted on the following promissory notes payable with aggregate outstanding
principal of $
On
March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $
On
March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $
Credit Agreement
On March 1, 2024, DIA Leasing, LLC. (the “Borrower”),
a direct wholly owned subsidiary of DriveitAway Holdings, Inc. (“DIA”), closed a $
Pursuant to the Credit Agreement dated May 1, 2024 (the “Credit Agreement”), among the Borrower and the Lender, the Lender agreed to make advances of principal (the “draws”) to the Borrower and to issue letters of credit on behalf of the Borrower. The Lender committed to provide up to $250,000 for each draw and up to $2,000,000 of letters of credit. The Borrower must use the letters of credit and the proceeds of the draws only for the purchase of motor vehicles to be used in the course of the Borrower’s business. As of the date hereof, there are no Loans or letters of credit outstanding under the Credit Agreement. The Borrower will pay a commitment fee to the Lender’s broker equal to 2.0% of the available commitments. DIA is a guarantor on the draws.
Promissory Note
Pursuant to the Promissory Note (the “Note”) dated May 1, 2024, Borrower promises to pay Lender the principal sum of Two Million Dollars and 00/100 ($2,000,000.00), or so much thereof as may be disbursed to, or for the benefit of the Borrower, for the sole purpose of purchasing new motor vehicles for use in Borrower’s business. Disbursements shall be at the sole discretion of the Lender. The unpaid principal of this line of credit shall bear simple interest at the rate of fifteen percent (15%) per annum. Interest shall be calculated based on the principal balance as may be adjusted from time to time to reflect additional advances.
F-17
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Each advance of principal shall be called a “Draw”. Each Draw shall be in an amount no greater than Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00). The eight Draws may be taken at any time over the 180 days following execution of the Note. Each Draw will be paid over a period of eighteen (18) months from the date that the funds for each Draw are disbursed to Borrower. During the first three (3) months after disbursement, Borrower shall make payments of interest only on the funds disbursed. From month four (4) through month seventeen (17), Borrower shall make payments of principal and interest based on an amortization of forty-eight (48) months. On month eighteen (18) all outstanding principal and unpaid interest shall be paid in full. All payments are due on first day of the month following disbursement.
The Borrower shall be in default of this Note on the occurrence of any of the following events: (i) the Borrower shall fail to meet its obligation to make the required principal or interest payments hereunder or any term contained in the Loan Documents. (ii) the Borrower shall be dissolved or liquidated; (iii) the Borrower shall make an assignment for the benefit of creditors or shall be unable to, or shall admit in writing their inability to pay their debts as they become due; (iv) the Borrower shall commence any case, proceeding, or other action under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, or any such action shall be commenced against the undersigned; (v) the Borrower shall suffer a receiver to be appointed for it or for any of its property or shall suffer a garnishment, attachment, levy or execution. Upon default of this Note, Lender may declare the entire amount due and owing hereunder to be immediately due and payable.
As of December 31, 2024, the Company has drawn $
Security Agreement
Pursuant to a Security Agreement dated May 1, 2024,
all vehicles purchased shall be titled in the name of Borrower, and Borrower consents to a lien in favor of Lender on the title to each
vehicle purchased. Lender shall only be required to release the lien on each vehicle once Lender has received payment in full of all principal,
interest, and any other sums due on the Draw through which the vehicle was purchased. The net book value of the vehicles that serve as
collateral on this obligation is $
Warrant
As further consideration for the credit facility,
DIA issued Lender a prefunded warrant (the “Warrant”) for the purchase of up to
Promissory Notes Payable
On
May 1, 2023 the Company executed a note payable with a face amount of $
F-18
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
On
August 15, 2023 the Company executed a second note payable with the same lender with a face amount of $
On
February 22, 2024, the Company executed a third note payable with the same lender with a face amount of $
On
July 3, 2024, the Company executed a fourth note payable with a lender with a face amount of $
On
November 19, 2024, the Company executed a fifth note payable with a lender with a face amount of $
The following represents the future aggregate maturities as of December 31, 2024 of the Company’s Promissory Notes Payable:
| Schedule of future aggregate maturities | |||||
| Fiscal year ending September 30, | Amount | ||||
| 2025 | $ | ||||
| Total | $ | ||||
Note 7 – Convertible Notes Payable
AJB Capital Investments, LLC Notes
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 $
The maturity date of the
AJB Note was extended to
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-19
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $, payable in the form of 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 $, 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 of the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced to $. 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 8).
Pursuant to the SPA, the
Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase shares of the Company’s
common stock for $ per share, which was assigned a value of $
After recording the derivative
liabilities associated with the SPA, the Company allocated the net proceeds to the common shares issued and the note itself
based on their relative fair market values, resulting in the common shares being assigned a value of $
On October 31, 2022, the
Company amended the AJB Note to issue additional Commitment Fee Shares, recognizing the value of the shares and a debt discount
of $
On February 10, 2023, the
Company entered into second amendment with AJB by increasing the original principal of the note by $
On September 27, 2023, the
Company entered into second amendment with AJB by increasing the original principal of the note by $
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 $
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 $
The maturity date of the
AJB Note was
F-20
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 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. The maturity date of the note has been extended to March 31, 2025.
On December 15, 2023, in
conjunction with the issuance of this promissory note of $, the Company also issued to AJB common stock purchase warrants (the
“December 2023 warrants”) to purchase shares of the Company’s common stock for a nominal exercise price of
$ 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 $
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 $
The maturity date of the AJB Note is March 31,
2025. The AJB Note bears interest at
Also pursuant to the SPA, the Company paid to AJB
a commitment fee of $
On May 28, 2024, the Company entered into another
SPA with AJB, and issued a promissory note in the amount of $ (the “May 2024 AJB Note”) to AJB in a private transaction
for a purchase price of $
F-21
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
The maturity date of the AJB Note is
Also pursuant to the SPA, the Company paid to AJB
a commitment fee in the form of
On June 14, 2024, the Company entered into another
SPA with AJB, and issued a promissory note with a face amount of $ (the “June 2024 AJB Note”) to AJB in a private transaction
for a purchase price of $
The maturity date of the AJB Note is
The note is convertible into Common Stock of the Company at any time that the note is in default provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 9.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price shall equal $0.01 per share, subject to adjustments. The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; 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-22
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
Also pursuant to the SPA, the Company paid to AJB
a commitment fee in the form of a warrant to purchase
During the three months ended
December 31, 2024, the Company recorded interest expense of $
During the three months ended December 31, 2023, the
Company recorded interest expense of $
Effective February 14, 2023, the Company went into default on the AJB Note, however the lender waived all default provisions through March 31, 2025 therefore no default interest or penalties were incurred during the three months ended December 31, 2024 and the AJB note was not convertible as of December 31, 2024.
F-23
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
The following represents the future aggregate maturities of the Company’s Convertible Notes Payable as of December 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 | ||||
| 2025 (remaining) | $ | ||||
| Total | $ | ||||
Convertible Promissory Notes Payable, in Default
During June 2022,
In June 2022,
the Company’s board of directors approved an offering of up to 10 Units at $
F-24
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
During June
2022,
During November
2022,
During
the three months ended December 31, 2024 and 2023, the Company recorded interest expense of $
Note 8 – 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 December 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 three months ended December 31, 2024, and year ended September 30, 2024:
F-25
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
Unaudited
| Schedule of defined benefit plan, assumptions | ||||||||
| Three months ended | Year Ended | |||||||
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| Expected term | - years | * | - years | |||||
| Expected average volatility | % | % - | % | |||||
| Expected dividend yield | — | |||||||
| Risk-free interest rate | % - | % | % - | % | ||||
| * |
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities during the three months ended December 31, 2024:
| Schedule of derivative liabilities | ||||
| Derivative liability balance - September 30, 2024 | $ | |||
| Addition of new derivatives recognized as debt discounts | ||||
| Gain on change in fair value of the derivative | ||||
| Derivative liability balance – December 31, 2024 | $ |
Note 9 – Subsequent Events
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.
F-26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS
Special Note Regarding Forward-Looking Information
The following discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its wholly owned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company. and the notes to those financial statements that are included elsewhere in this Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.
Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
U.S. Dollars are 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
For the three months ended December 31, 2024, compared to the three months ended December 31, 2023
Our operating results for the three months ended December 31, 2024 and 2023 are summarized as follows:
| Three months ended | ||||||||||||||||
| December 31, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Revenues | $ | 241,946 | $ | 96,503 | $ | 145,443 | 151 | % | ||||||||
| Cost of revenue | 143,255 | 85,679 | 57,576 | 67 | % | |||||||||||
| Gross Profit | 98,691 | 10,824 | 87,867 | 812 | % | |||||||||||
| Gross Profit Percentage | 41 | % | 11 | % | ||||||||||||
| Operating expense | 224,303 | 206,010 | 18,293 | 9 | % | |||||||||||
| Operating loss | (125,612 | ) | (195,186 | ) | 69,574 | (36 | )% | |||||||||
| Other (income) / expense | 582,075 | (520,243 | ) | 1,102,318 | 212 | % | ||||||||||
| Net income (loss) before income taxes | 456,463 | $ | (715,429 | ) | $ | 1,171,892 | 164 | % | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net income (loss) | $ | 456,463 | $ | (715,429 | ) | $ | 1,171,892 | 164 | % | |||||||
Revenues for the three months ended December 31, 2024, increased $145,443 from $96,503 for the period ending December 31, 2023, to $241,946 for the period ending December 31, 2024. This was due to a $143,543 increase in rental revenue and insurance revenue as a result of more vehicles available to rent.
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 December 31, 2024, increased $57,576, from $85,679 for the period ending December 31, 2023, to $144,227 for the period ending December 31, 2024.
Operating expenses for the three months ended December 31, 2024, increased $18,293 as compared to the three months ended December 31, 2023. The increase was primarily attributable to increases in salaries and payroll taxes of $29,125, , general and administrative of $66,367, software development of $9,735, and, offset by an decrease in advertising and marketing expenses of $176 and professional fees of $86,758.
Loss from operations was $125,612 for the three months ended December 31, 2024, as compared to $195,186 for the three months ended December 31, 2023. The decrease of $69,574 was due to higher gross profit and lower operating expenses.
Other income for the three months ended December 31, 2024, was $582,075, as compared to net other expense of $520,243 for the three months ended December 31, 2023. The change of $1,102,318 is primarily attributable to the change in fair value of derivative liabilities of $1,248,839.
Liquidity and Capital Resources:
The following table provides selected financial data about our Company as of December 31, 2024, and September 30, 2024.
Working Capital
| December 31, | September 30, | |||||||||||||||
| 2024 | 2024 | Change | % | |||||||||||||
| Cash | $ | 69,358 | $ | 33,588 | $ | 35,770 | 106 | % | ||||||||
| Current assets, net of restricted cash | $ | 75,605 | $ | 37,996 | $ | 37,609 | 99 | % | ||||||||
| Current liabilities | 4,402,242 | 4,373,184 | 29,058 | 1 | % | |||||||||||
| Working capital (deficiency) | $ | (4,326,637 | ) | $ | (4,335,188 | ) | $ | 8,551 | 0 | % | ||||||
As of December 31, 2024, our working capital deficiency decreased $8,551 as compared to September 30, 2024. This was primarily attributable to a $35,770 increase in current assets offset by the increase in current liabilities of $29,058.
Cash Flow Data:
| Three months ended | ||||||||||||
| December 31, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Cash provided by (used in) operating activities | $ | (55,686 | ) | $ | (104,496 | ) | $ | 48,810 | ||||
| Cash provided by (used in) investing activities | $ | (137,289 | ) | $ | — | $ | (137,289 | ) | ||||
| Cash provided by (used in) financing activities | $ | 228,745 | $ | 142,472 | $ | 86,273 | ||||||
| Net Change in Cash and Restricted Cash | $ | 35,770 | $ | 37,976 | $ | (2,206 | ) | |||||
Cash Flows from Operating Activities
During the three months ended December 31, 2024, we did not generate positive cash flows from operating activities. For the three months ended December 31, 2024, net cash flows used in operating activities was $55,686, consisting of a net income of $456,463, a gain on change in fair value of derivative liability of $913,562, and increased by amortization debt discount of $59,378, amortization of deferred financing costs of $137,580, depreciation and amortization of $37,554, and a change in operating assets and liabilities of $166,901.
2
During the three months ended December 31, 2023, we did not generate positive cash flows from operating activities. For the three months ended December 31, 2023, net cash flows used in operating activities was $104,496, consisting of a net loss of $715,429, reduced by a loss on change in fair value of derivative liability of $335,277, amortization debt discount of $35,407, depreciation and amortization of $9,471, a financing fee of $98,202, and a change in operating assets and liabilities of 132,576.
Cash Flows from Investing Activities
During the three months ended December 31, 2024, the Company used $137,289 cash from investing activities to purchase vehicles for its rental fleet.
During the three months ended December 31, 2023, the Company did not use or generate any cash from investing activities.
Cash Flows from Financing Activities
During the three months ended December 31, 2024, the Company generated $228,745 from financing activities including proceeds of $450 from related party advances, $180,117 from the issuance of promissory notes, $57,458 from the issuance of convertible promissory notes, proceeds from the sale of warrants of $50,000, and proceeds from the sale of common stock of $5,000 which was partially offset by $64,280 for repayment of promissory notes.
During the three months ended December 31, 2023, the Company generated $22,222 from the issuance of convertible notes, and $195,000 from the issuance of promissory notes, this was partially offset by $28,278 for repayment of promissory notes payable and payment for debt issuance costs of $46,472.
Going Concern
As of December 31, 2024, the Company had a net income of $456,463, accumulated deficit of $5,102,676 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the ensuing twelve months.
The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these requirements, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies and 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 condensed 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 Condensed Consolidated Financial Statements.
3
Revenue Recognition
The Company’s revenue is recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, for all periods presented. The Company, through its DriveItAway online/app-based platform (“platform”), operates in the automotive rental industry. The Company assists subprime and deep subprime candidates to rent/lease vehicles on a short-term basis, generally on a weekly or, in some cases monthly, basis under a Pay-As You-Go program. Through its platform the Company will track vehicle values and reduce vehicle pricing through the customers usage payments to show drivers a vehicle purchase price should they be interested in buying the vehicle, at which time the customer would procure financing if the Company determined they wanted to sell the vehicle at the listed purchase price.
During the periods ended December 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 December 31, 2024 and September 30, 2024 refundable deposits were $1,339 and $2,234 and deferred revenue was $759 and $7,233, respectively.
4
In addition to the costs associated with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments through its credit card processors.
Stock-Based Compensation
The Company recognizes compensation 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.
Income Taxes
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.
Fair Value 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.
5
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 December 31, 2024 using: | ||||||||||||||||
| December 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 | $ | 472,452 | $ | — | $ | — | $ | 472,452 | ||||||||
| Fair Value Measurements as of September 30, 2024 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 | $ | 1,386,014 | $ | — | $ | — | $ | 1,386,014 | ||||||||
Derivative Financial 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-Balance Sheet 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.
6
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 December 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 December 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 December 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. |
7
Management believes that despite our material weaknesses, our condensed consolidated financial statements for the quarter ended December 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 December 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.
Inherent Limitations 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.
8
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
On November 20, 2024, the Company sold 250,000 shares of its common stock to an accredited investor for gross proceeds of $5,000. The issuance to the investor relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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. These two convertible notes payable matured on June 30, 2024 and have not been repaid.
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. These convertible notes payable matured on November 15, 2024 and have not been repaid.
On March 1, 2023, the Company entered into a promissory note agreement with an investor for the 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). The promissory note matured on June 30, 2023 and has not been repaid.
On March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $7,500 with interest bearing at 15% per annum, maturity date of 120 days from issuance and issuance of 15,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). The promissory note matured on June 30, 2023 and has not been repaid.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended December 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
9
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.
10
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: March 28, 2025 | By: | /s/ John Possumato |
| John Possumato, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: March 28, 2025 | By: | /s/ Steven M. Plumb |
| Steven M. Plumb, CPA, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
11
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, John Possumato, certify that:
| 1. | I have reviewed this annual report on Form 10-Q of DriveItAway, Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness 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 any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: March 28, 2025 | By: | /s/ John Possumato |
| John Possumato | ||
| Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Steven M. Plumb, certify that:
| 1. | I have reviewed this annual report on Form 10-Q of DriveItAway Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness 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 any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: March 28, 2025 | By: | /s/ Steven M. Plumb |
| Steven M. Plumb | ||
| Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 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
In connection with the Annual Report of DriveItAway Holdings, Inc., (the “Company”) on Form 10-Q for the quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John Possumato, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (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 operations of the Company. |
| Date: March 28, 2025 | By: | /s/ John Possumato |
| Chief Executive Officer | ||
| (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement 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
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
In connection with the Annual Report of DriveItAway Holdings, Inc., (the “Company”) on Form 10-Q for the quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Steven M. Plumb, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
| (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 operations of the Company. |
| Date: March 28, 2025 | By: | /s/ Steven M. Plumb |
| Steven M. Plumb | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement 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.