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 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 WASHINGTON, DC 20549

 FORM 10-K

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

 For the fiscal
year ended September
30, 2023

 OR

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

 Commission file
number: 000-52883

 DRIVEITAWAY HOLDINGS, INC.

 Delaware

 20-4456503

 (State
or other jurisdiction of Identification Number)

 (I.R.S. Employer incorporation
or organization)

 3201 Market Street, Suite 200/201

 Philadelphia,
 PA 10104 (856) 577-2763

 (Address, including
zip code, and telephone number, including area code, of registrant's principal executive offices)

 Securities registered
pursuant to Section 12(b) of the Act: None

 Securities registered
pursuant to Section 12(g) of the Act: Common
Stock, par value $0.0001 per share

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No
.

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No
.

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

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes
 No.

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See definition of "large accelerated filer," "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller 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.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
 No.

 The aggregate market value of
the voting and non-voting common stock held by non-affiliates of the registrant as of March 31, 2023 was $ 706,337
 based on the closing price of $0.038 of the Company's common stock as quoted on the OTCQB Marketplace on that date.

 As of March 8, 2024,
there are 106,551,722
 shares of common stock of the registrant outstanding.

 Documents Incorporated
by Reference:

 None

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market For Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures
About Market Risk

 Item 8.

 Financial Statements and Supplementary
Data

 Item 9.

 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions
that Prevents Inspection

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions,
and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K
(the "Report") includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts,"
"continue," or "should," or, in each case, their negative or other variations or comparable terminology. There
can be no assurance that actual results will not materially differ from expectations. You should read statements that contain these words
carefully because they:

 discuss future expectations;

 contain projections of future results
 of operations or financial condition; or

 state other "forward-looking"
 information.

 We believe it is important to
communicate our expectations to our stockholders. However, there may be events in the future that we are not able to accurately predict
or over which we have no control. The cautionary language discussed in this Form 10-K provide examples of risks, uncertainties and events
that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including
among other things:

 the operating and financial results of
 the Company;

 our failure to successfully implement
 our growth strategy;

 changing economic conditions;

 our need for additional financing;

 litigation and regulatory issues;

 our failure to comply with current or
 future laws or regulations; and

 You should not place undue reliance
on these forward-looking statements, which speak only as of the date of this Form 10-K. Forward looking statements involve known and
unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in
the forward-looking statements.

 All forward-looking statements
included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to above. Except to the extent required by applicable laws and regulations, we undertake no obligation to update
these forward-looking statements to reflect events or circumstances after the date of this Form 10K or to reflect the occurrence of unanticipated
events.

 Item 1. Business

 General

 As used in this Annual Report,
references to the "Company," "DriveItAway," "we," "our," and "us" refer to
DriveItAway Holdings, Inc. and its consolidated subsidiary, unless otherwise indicated. In addition, references to our "financial
statements" are to our consolidated financial statements included elsewhere in this Annual Report except as the context otherwise
requires.

 We prepare our consolidated
financial statements in United States dollars and in accordance with generally accepted accounting principles as applied in the United
States, ("U.S. GAAP"). In this Annual Report, references to "$" and "dollars" are to United States
dollars.

 Overview

 DriveItAway Holdings, Inc. was
formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC ("BFK"),
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.

 The Company 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. We provide 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 has expanded its easy and transparent consumer app 'subscription to ownership' platform
to enable entry level consumers to drive and acquire new Electric Vehicles.

 Agreement and Plan of Share Exchange

 On December 7, 2021, the Company
(f/k/a Creative Learning Corporation), DriveItAway, Inc., a Delaware corporation (" DIA "),
and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange, under which the Company would acquire all of the
issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the " Series
A Preferred ") of the Company for each outstanding share of DIA common stock (the " Share
Exchan g e "). As a result of the Share Exchange, DIA will become a wholly-owned
subsidiary of the Company.

 Each share of Series A Preferred
will be convertible into that number of shares of common stock of the Company which would entitle the Series A Preferred holders to 85%
of the Company's common stock, determined on a fully-diluted basis. The exact conversion rate of the Series A Preferred will be
determined at closing of the Share Exchange. In addition, each share of Series A Preferred will be entitled to dividends and voting rights
on an "as converted" basis with the common stockholders.

 Closing on Share Exchange

 On February 24, 2022, closing
of the Share Exchange occurred. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company,
which entitles the holders thereof to 85% of the Company's common stock upon a conversion of all shares of Series A Preferred,
determined on a fully-diluted basis. In addition, each share of Series A Preferred is entitled to dividends and voting rights on an "as
converted" basis with the common stockholders.

 Upon closing of the Share Exchange,
all of the existing members of the board of directors (the " Board ") of the
Company resigned, except that Rod Whiton's resignation will not be effective until ten days after an information statement pursuant
to Rule 14f-1 is mailed to shareholders. John Possumato, and Adam Potash were appointed to the Company's Board, provided that the
appointments of Messrs. Potash and Patrizio will not be effective until ten days after an information statement pursuant to Rule 14f-1
is mailed to shareholders. Upon closing of the Share Exchange, Christopher Rego and Rod Whiton resigned as officers, and John Possumato
was appointed chief executive officer and Adam Potash was appointed chief operating officer. Mike Elkin agreed to remain as chief financial
officer of the Company.

 Sale Agreement with StroomX, LLC

 On December 7, 2021, the Company
entered into a Sale Agreement with StroomX, LLC (the " Purchaser "), under
which the Company agreed to sell all of the Company's subsidiaries (the " Learnin g
 Subsidiaries ") involved in its learning business (the " Learnin g
 Business "), as well as any assets of the Learning Business that are not owned by
the Learning Subsidiaries, to the Purchaser. In connection with the sale, the Purchaser agreed to assume all liabilities of the Learning
Business, and to indemnify and hold the Company harmless from any such liabilities. The Purchaser is controlled by Christopher Rego,
the Company's current chief executive officer. Closing of the sale will occur after the closing of the Share Exchange.

 The sale of the Learning Business
closed on March 18, 2022. As consideration for the purchase of the Learning Business, the parties agreed to offset $50,000 in severance
due to Christopher Rego as part payment of the purchase price. The remainder of the purchase price was paid by a joint note executed
by the Purchaser and Mr. Rego in the principal amount of $100,000, which is payable in full on April 20, 2022 without interest. Alternatively,
the parties agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note
of all shares of common stock owned by Mr. Rego and his spouse in the Company, provided that the number of shares is not less than 500,000.
In the event the note is not paid in full by its maturity date, either in cash or shares, the note shall bear interest at 15% per annum
until it is paid in full. 500,000 shares were returned to the transfer agent and cancelled as of May 12, 2022.

 Series A Preferred Stock

 February 24, 2022, the Company's
Board approved an amendment to its certificate of incorporation to designate a new series of preferred stock, which is known as the Series
A Convertible Preferred Stock. Each share of Series A Preferred is convertible into 33.94971 shares of common stock of the Company, which
entitles the holders thereof to 85% of the Company's common stock upon a conversion of all shares of Series A Preferred, determined
on a fully-diluted basis, but prior to any shares issued or issuable as a result of the Financing (as defined below). In addition, each
share of Series A Preferred is entitled to dividends and voting rights on an "as converted" basis with the common stockholders.

 On April 20, 2022, holders of
2,464,784 shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of
83,678,702 shares of common stock. On the same date, the board of directors approved a resolution to exercise the Company's right
to mandatorily convert the remaining 129,809 shares of Series A Preferred into common stock, which resulted in the issuance of an additional
4,406,979 shares of common stock.

 Names Change and Capital Structure

 On April 18, 2022, the Company
filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from Creative Learning
Corporation to DriveItAway Holdings, Inc. and to increase the number of authorized shares of common stock from 50,000,000 to 1,000,000,000.

 Our Business

 We have developed a consumer-facing
app and Web-based platform that allows any automotive retailer the ability to provide a subscription to ownership "micro-lease"
model for any consumer, regardless of credit history – easy, transparent, and risk-free for both the consumer and the retailer.

 Under our "Drive Now,
Decide Later" mantra, any consumer, regardless of credit, can go on our app, select a vehicle, sign for and pick up a vehicle,
and have the subscription deal consummated in a matter of minutes. Unlike a vehicle sale or lease, a candidate that passes our detailed
screening can be driving without making any long-term financial commitment, for as long as he/she wants, in the vehicle of choice. While
there is really no such thing as "digital retailing" for the sale or lease of a vehicle in the U.S. today, as all states
require actual "wet ink" signatures for documents either sent to the buyer or signed at a dealership, documents for a rental
or subscription can all be legally signed digitally, so this process is quick, easy and can all be consummated in our app – with
the vehicle delivered to the candidate. We are true digital retailing for the automotive industry.

 Unlike rental car companies,
or even subscription companies available to US and Canadian consumers today, a DriveItAway vehicle subscription program is differentiated
with one vital element, all of our drivers have the ability to buy the vehicle they are subscribing to, with the portion of the money
they are paying in as rental fees accruing towards the purchase price, should they choose to buy. All drivers have the right, but not
the obligation, to buy at any time, and get the benefit of his or her specific vehicle's reduced purchase price created by the
payments they have made for vehicle usage.

 Just as Divvy Homes has revolutionized
the rent-to-own market for houses during these cash-strained times, DriveItAway seeks to revolutionize how both new and used vehicles
are sold, where a purchase transaction starts in a commitment-free rental or subscription.

 While we think this easy, transparent,
and turnkey type of "Drive Now, Decide Later" subscription appeals to all potential vehicle buyers and will grow dramatically
as the entire car market makes the transition to EV vehicles and we gain more visibility as an alternative in the marketplace, right
now the "low hanging fruit" is indeed the subprime and deep subprime consumer, whose alternatives are limited to the bad
choices outlined above.

 We use a technology partner
to extensively screen our applicants through a digital process for background and identity, driving history and insurance risk, income
verification, etc., but we do not require any threshold credit score. As long as an applicant has a clean driving record and adequate
income, etc., he/she can qualify for one of our vehicles. In the current environment, the average new vehicle is selling for approximately
$47,000 dollars while the average used vehicle is selling for approximately $28,000 with an average six-year payment of over $716. Our
average vehicle usage/rental fees are priced a little higher (between $150-225 a week, not counting insurance) on a subscription, but
our driver is building equity in the vehicle they are driving, and most all are working towards a buyout – when the amount written
down is low enough that he/she can successfully finance the purchase. As our mission is defined, we get our credit-challenged customers
off of the "gerbil wheel" of never-ending payments, and out of vehicles that break down before the payments are finished.

 In general, as banks and
finance organizations are tightening up credit policies, particularly for subprime and deep subprime buyers, and auto loan delinquencies
are now at a seventeen year high, while vehicles have become higher in price relative to income, we see vehicle subscriptions at the
same trajectory of growth today as consumer vehicle leasing was 25-30 years ago: a small percentage of "sales" now, but high
growth in the years to come. We see our unique subscription to ownership model as the best subscription program for all consumers, as
it offers the best of both the "walk away" ability of a turnkey monthly rental, but with the advantage of benefiting from
the monthly usage payment reduction, should the driver choose to buy.

 DriveItAway works with franchise
and larger independent dealers (not with Buy Here/Pay Here stores), and is primarily a turnkey subscription dealer platform, although
we do act as principal in many cases owning vehicles, particularly EV vehicles, always serviced and delivered by our car dealership partners.
We also acquired inventory in the past year from a large under a fleet lease agreement with a large national fleet owner. This allows
the company to scale rapidly in many locations, without the burden of fixed overhead or personnel expenses.

 How We Work

 Without the technology available
in recent years, it would not be possible for DriveItAway to exist. Many years ago, when the Buy Here/Pay Here market first developed
it was necessary for those dealers to maintain 30/40% net profit margins, as typically a third of their vehicles ended up being repossessed,
and, by the time the dealer actually received the vehicle back, it was in such bad repair it was worth next to nothing.

 Today, with embedded app
based technology, we can greatly reduce most of the risks, identify those problems that do occur quickly, and mitigate losses, so that
we can maintain a high per-unit profit margin and still price very competitively as compared to other choices our retail customers might
have, allowing for a good profit margin for ourselves and dealers that use us as a subscription/micro-lease platform. Note: most franchise
dealers would like the extra profit and business deep subprime candidates represent (they have been, typically the most loyal and highest
profit margin sector of vehicle buyers), particularly now when many "near prime" buyers are rapidly being reclassified as
subprime, but do not want to deal with the typical problems a "Buy Here/Pay Here" operation represents, nor do they want
to operate that type of "victimizing" enterprise.

 First, our all in-app subscription
process is not only quicker and much more transparent to our end user drivers, but it is also much easier to administer and maintain
from an operational perspective. DriveItAway uses a third-party screening service to review an applicant's identity and background,
his/her driving history and insurance risk, income verification and employment, and credit tier. While we do not require any particular
credit score, we do require a ratio of income to payment coverage for all renters, a clean driving history, and other criteria to mitigate
risk. This automated screening process runs in the app with an API and is completed within minutes.

 Once a candidate qualifies for
the vehicle selected, we collect a security deposit commensurate with the payment and value of the vehicle, and all drivers pay in advance
by credit card or ACH inside the app. We are also gearing up to collect through voluntary payroll deduction for our subscribers as well.
Before such technologies existed, in the old days of "Buy Here/Pay Here" the payment process was (and still is in many of
these small stores), literally done in person on a weekly basis – obviously, there is a lot of collection friction in a manual
process.

 One major key to what we do
is the placement of advanced telematics on every vehicle we offer for subscription. All drivers in our subscription contract are informed
and agree to have a live-time telematics device in each vehicle along with an ignition starter cut-off switch, which is tied back into
our payment platform. With this, DriveItAway can monitor vehicle location, and driving pattern (speed versus speed limit, hard braking,
etc.) and can set up a "red flag" monitor to identify unsafe driving. Unsafe driving is not tolerated and will result in
a warning and possible vehicle return. In addition, the ignition starter cut-off switch automatically kills the start-up of the vehicle,
if an advance payment is overdue (note: it does not in any way stop the vehicle while driving, but once the vehicle is shut off, it simply
cannot be restarted, unless we "turn it back on"). This is not seen so much as a penalty, but a very explicit reminder that
our driver must pay for the vehicle. Through our AI chat and automated system, a person can simply say when and what amount of payment
they are prepared to make, and the vehicle will turn on, even if the payment commitment is in the future (we do not want to strand anyone
or cause undue hardship). However, repeated late payments can result in a vehicle requiring a return.

 One note, our entire program
is focused on keeping our subscribers who want to buy "on the rails" and that is made clear at inception. We work with our
subscribers to help each achieve their goal of vehicle ownership, which includes free credit counseling/credit remediation if desired
by the applicate. Finally, we counsel all of our subscribers that, indeed, one of the benefits of being in a weekly/monthly subscription
is the fact that no long-term commitment is made, so if his/her financial situation changes and the vehicle is no longer affordable,
simply turn it in (each is paying in advance), and preserve the ability to come back for a new vehicle in the future.

 Finally, we are writing down
the vehicle each month, below depreciated "book" value, so if a vehicle is returned, we are never "upside down"
on market value versus book value. When a vehicle is returned, either our own vehicle or a dealer vehicle for dealers using us as a platform,
we simply put it back out to another candidate, until one of our drivers purchases the vehicle.

 Very clearly, without technology
and integrations available in the last few years, a subscription to an ownership platform such as DriveItAway could not exist. The fact
that it does now, and we are introducing it into the market, enables us to achieve our mission to rationalize the one area of the automotive
industry that has yet to become efficient and is filled with high-margin friction, the subprime and deep subprime Buy Here/Pay Here marketplace.

 EV Program

 During the last year, DriveItAway,
acting as principal, did market pilots, and added a variety of EV and Hybrid Plug-In vehicles into its fleet, integrating different telematics,
marketing models and user surveys to engineer and gain experience in scaling as a mainstream EV subscription to ownership platform.

 The DriveItAway program is uniquely
designed to help alleviate the two biggest impediments to a mainstream or subprime EV sale, the higher cost (spread out over as long
a period of time as required for our subscriber), and the "suitability" or anxiety of plunging into an EV sale.

 Add to this the recognition and focus
on the need for more "mainstream" EV buyers to achieve EV growth goals in the US, by both private and public entities, and
the problem now becoming more apparent in the slower growth in EV sales as new EV inventory builds on dealer lots (now at a 120 days
supply and increasing), we clearly are on the right side of a long-term trend. Indeed, all our EV subscribers have to do is run a new
or used EV for the required period of time in a subscription so that it is two model years old when the selling price is written down
to $25k or less, and he/she will receive a $4,000 or 30% of the sale price tax credit (in 2024 which can be signed over as cash to the
selling dealer, no waiting for a tax credit to come) on his or her purchase, courtesy of Inflation Reduction Act (note: the buyer must
make less than $75k a year, or $150k for couples).

 This used EV incentive, of 30% of the purchase
price or $4,000 (whichever is less), can easily be seen as perfect synergistic fit with the DriveItAway program, particularly working
in coordination with franchise car dealers. With our program, a dealer can, by putting vehicles in a subscription service with our platform,
manufacture their own used car, qualifying for the substantial federal used car consumer tax incentive. Also, as retailers have slimmer
sales profit margins on mainstream EVs, and will have up to 40-50% less service work on EVs (great for the consumer, not so good for
dealers), selling a mainstream EV vehicle twice – once in their subscription service using the DriveItAway platform and then as
a used car, with incentives, to the driver or another consumer – helps solve franchise dealer "margin compression"
issues as well.

 During the past year used EV values plunged over
30% and continue to drop at a record pace, setting the stage for the DriveItAway platform to provide a turnkey profitable "safety
valve" for a dealer's used EV inventory creating income and sales. It is expected that in the coming quarters DriveItAway
will also be able to leverage this dramatic drop in EV resale value by acting as principal in financing its own fleet of used EV vehicles
and offering them at very affordable rates to its end user customers.

 Getting EVs in mainstream consumer
hands in a beneficial, profitable way for all constituencies, "EVs for Everyone," is another problem that we solve.

 Key Industry Tailwinds

 We believe the convergence of
key trends, including the increased supply of new and used vehicles, the pendulum swinging back to normal on new and used vehicle depreciation
curves (a radical shift from the last 24 months), rising interest rates, and a challenging economy (we are a counter cycle company),
the major private and public push for EV sales goals, and the entry-level worker shortage, all will contribute to the robust demand for
DriveItAway's dealer administered consumer-focused subscription to ownership platform.

 New
 and Used Vehicle Supply is Increasing and Vehicles are Decreasing in Value. All of
 the primary forecasters and OEMs have stated, clearly that the chip and parts supply shortage
 has ended, and it is a fact that for the first time in two years new vehicle inventories
 are climbing, currently at a 20 month high and building rapidly.. Commensurately, used vehicle
 wholesale prices have plunged over the last few quarters, and now retail used car values
 are continuing to fall. Many dealers now have used inventory that is "underwater"
 (not worth the cost value in the wholesale market), and so our platform now adds value to
 win both incremental new market share and sell used vehicles without a wholesale loss.

 Vehicle
 Affordability is at an All Time Low, Interest Rates are Up, auto loan delinquency rates are
 at a 17 year high and Repossessions are Up for all Financial Credit Ratings, but Most Dramatically
 for Prime Vehicle Loans. The average new car now sells for over $47,000 with
 the average car payment above $700 a month with an average six-year term loan.. In addition
 to increasing retail prices and interest rates pushing more folks out of the market, banks
 for the first time in a long time are tightening up credit policies to reject higher credit
 scores for vehicle financing. Subprime loan delinquency rates are now the highest seen since
 2006, and repossessions are on the rise, particularly in the prime lending segment As our
 business is counter cycle, in that it both helps those consumers who need to spread out the
 cost of a new or used vehicle, and particularly helps those who are cash or credit-challenged
 to drive and then buy a vehicle, all of these macroeconomic indicators are now swinging back
 to portend a greater need for our solution.

 The
 Focus for both Vehicle Manufacturers and Government is to Promote Widespread Mainstream EV
 Adoption. It is clear that federal EV adoption objectives are impossible to achieve
 without the high volume, rapid adoption of EVs among mainstream, non-affluent vehicle buyers.
 Also, vehicle manufacturers cannot hope to have an adequate return on the billions of dollars
 invested in the development and manufacture of EV vehicles, without mainstream EV sales,
 in addition to the current market 98% composed of luxury and premium luxury buyers. Both
 public and private institutions recognize this, which is why the recent focus has been on
 creating stimulus programs to subsidize the price of EVs and appeal to all buyers. The DriveItAway
 program fits perfectly to facilitate this much larger trend, the first company of its kind
 to do so in this way.

 Dealers
 are Coming Under Financial Pressure to Move EV Units and EVs Have Lower Profit Margins and
 Dramatically Fewer Service Requirements. As manufacturers introduce and hinge sales
 growth on EV vehicles, and consumer demand for e-commerce continues to accelerate, new car
 dealers are in a particularly difficult position, as profit margins will decrease rapidly,
 in both sales and fixed operations. Most all vehicle manufacturers, both in the US and abroad,
 with the advent of new EV models, are putting a new sales model in place for franchise dealers,
 the "agency model," where the vehicle price and sales transaction is dictated
 by the manufacturer online, and the dealer receives a fixed fee for customer delivery. This
 eliminates the dealer's ability to set retail prices or negotiate a purchase. Combine
 this with the McKinsey & Co. estimate that repair service income will drop 40-50% with
 EVs, as compared to ICE units (EVs have approximately 200 moving parts, as compared to 2,000
 for a gas unit), and profit marge compression for dealers is imminent and a growing concern.
 Our program allows dealers who use our platform "two bites" at the sales apple,
 once when a vehicle is put into a dealer's rental/subscription company (the first sale),
 and the second when that vehicle is sold used, either to the driver or another party, all
 the while guaranteeing service work on the vehicle for an extended period of time. By the
 nature of the subscription to ownership program, our dealer partners increase market share
 and profit margins on EVs.

 Large
 Companies in the US are in the Process of Major EV Usage and Sustainability Adoption.
 Larger companies in the US are under increased pressure to document sustainability objectives,
 particularly in the replacement of ICE units to EVs, in both their fleet and employee car
 park. Bank of America, for instance, is giving all employees who make less than $100k a year
 the incentive of an extra $4,000 for buying an EV. In addition, many are subject to broader
 ESG audits which have a very real impact on institutional investment, etc. and are increasingly
 emphasizing sustainability in their purchasing decisions to positively impact their communities
 and the environment. As the DriveItAway program gains more visibility in transparently and
 efficiently accomplishing these larger companywide aligned goals, we see a much larger scalable
 growth in working with large corporate constituencies.

 The
 Adoption of EVs Portends an Increased Focus on Vehicle Subscriptions. Consumers are
 shifting their lifestyles to include more subscription-based services, especially where battery-driven
 technology obsolescence could be a major factor. For example, most cell phones today are
 under a subscription, rather than a purchase or lease contract, and cable television is quickly
 being replaced in consumer households by subscription streaming. Some major forecasters are
 predicting the same for EVs as they grow in consumer adoption, that subscriptions will represent
 even as much as one-third of all EV "sales." Our subscription with optional ownership
 technology and platform gives the consumer the best of both a subscription and the ability
 to convert ownership when and if desired.

 Long-Term Growth Strategy

 We have made decisions and investments
with long-term objectives to scale rapidly. We believe maintaining a long-term growth orientation is key to maximizing DriveItAway's
impact and generating value for all stakeholders, looking towards larger market value potential with the massive changes afoot in the
automotive retail industry. We plan to achieve this by continuing to lay down a firm foundation in technology, platform and partners,
and continue growth with positive unit economics.

 Key levers of our growth strategy
include:

 Renew
 and Continue to Redevelop our Platform as a SaaS For Larger Car Dealers and Large Fleet Providers. We
 plan to continue to refine and improve our platform to best accommodate dealers for use with
 their own new and used vehicles, and as an entry-level point to grow market share both for
 subprime customers and potential mainstream EV buyers.

 Develop
 Continued EV-Focused Pilots Acting as Principal to Service Customers Directly with Dealer
 Partners. We think that as the current market for all vehicles becomes more challenging,
 selling entry-level EVs in the volumes projected by the manufacturers will become particularly
 difficult, and that programs like DriveItAway will become vital to stimulate mainstream EV
 adoption. We plan to continue to gain experience and reputation in accommodating mainstream
 EV adopters directly with our own inventory, anticipating likely support from manufacturers
 and manufacturer-owned captive finance companies, as we make our presence known as a unique
 fleet buyer.

 Continue
 Partnerships with Vehicle Fleet Providers for Consignment Vehicles as we Build Dealer Clients.
 DriveItAway currently has relationships with two subscription/rental organizations, for
 the consignment of lease vehicles to go into the DriveItAway program. Given
 the specialization and uniqueness of the DriveItAway technology and platform, there is a
 synergy in these fleet suppliers leasing vehicles to us for our target market, and gain from
 our wholesale lease payments, then their alternative to go to the significant expense of
 capturing our market directly. In turn, this supplies us with wholesale inventory to expand
 our direct market share, facilitating our growth and market presence.

 Pilot
 and Expand Partnerships with Large Contract Labor Organizations and Corporates to Fulfill
 Both Their ESG and Employee Retention and Recruitment Goals.
 As we roll out our second successful pilot with a contract
 labor organization, we, together, intend to scale our solution with many other large corporates
 in strategically located regions throughout 2024. Again, with larger reach and visibility,
 this application and target market is large and vast, and alone presents scale to many thousands
 of vehicles.

 Continue
 to Expand Synergistic Partnerships with Industry Providers in Insurance, Lead Generation
 and Telematics Infrastructure. Over the last 24 months, we have dramatically increased
 our partnerships with major insurance providers (with refined risk screening and launched
 a "bring your own insurance" model in the second quarter of 2023), potential
 lead generation partners (such as EV subscription services that only focus on subprime, absorbing
 rejected leads into our sales funnel) and telematics providers (integration with innovative
 new technologies for vehicle monitoring and control). These relationships will allow us to
 continue to refine, grow and scale our business, and provide our own innovations while improving
 customer experience, with a minimum of infrastructure investment. We will continue to grow
 these partnerships and add additional partners, to leverage and refine our model.

 Expand
 Into More Regions of the US and Gain More Consumer Visibility. One of the biggest
 impediments to our growth, indeed, is the lack of DriveItAway as a visible alternative to
 our target audiences - those subprime consumers whose alternatives for transportation ownership
 our far worse, and, in addition to the new group of mainstream consumers who are interested
 in EVs but do not want to take the risk of getting into a long-term financial commitment
 before extensive use. As we increase our inventory and presence in more contiguous regions
 throughout the US, our visibility will increase. In addition, we continue to present at auto
 industry trade shows to gain more visibility among potential dealer and technology partners,
 and our CEO regularly has articles published in trade industry journals.

 Unlock
 New Business Models. Our capabilities as a scalable direct-to-customer digital mobility
 subscription to ownership platform, with proprietary integrated technology, position us to
 drive the adoption of future business models. This includes our expertise in managing what
 we believe will become the largest centrally managed fleet of EV mainstream/credit challenged
 consumer vehicles, with our subscription to ownership model, which in the future will allow
 us to unlock future service offerings, including retail insurance, credit and funding products
 to our consumer customer base.

 Employees

 As of September 30, 2023, we
have 0 employees and 7 independent contractors. Some of our executive officers and directors are engaged in outside business activities
that we do not believe conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors
to execute various projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors,
if and when appropriate.

 Corporate Information

 Our principal executive office
is located at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104. Our telephone number is (856) 577-2763. Our website is www.driveitaway.com.
Our website's information is not, and will not be deemed, a part of this Annual Report or incorporated into any other filings we
make with the SEC.

 Available Information

 Copies of our Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the
SEC will be available free of charge by sending a written request to our corporate headquarters. Additionally, the documents we file
with the SEC are or will be available free of charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Other information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC
maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically
with the SEC. The SEC's website is www.sec.gov.

 We maintain a corporate website
at www.driveitaway.com. You will be able to access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports, proxy statements and other information to be filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material will be electronically
filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this
Annual Report.

 Item 1A. Risk Factors

 We are not required to provide
this information as we are a smaller reporting company.

 Item 1B. Unresolved Staff Comments

 Not applicable.

 Item 2. Properties

 On April 1, 2022, the Company
leased virtual office space at 3201 Market Street, Suite 200/201, Philadelphia, PA 19104 for its corporate office. The lease has a term
of one year. The Company is not obligated to pay rent.

 Item 3. Legal Proceedings

 We are not currently 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, or proceeding 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 our subsidiary, threatened against or affecting our Company, our common stock,
our subsidiary or of our companies or our subsidiary's officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.

 Item 4. Mine Safety
Disclosures

 Not applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Market Price for Equity Securities

 Our common stock is quoted on
the OTC Pink under the symbol "DWAY". The following table sets forth the quarterly high and low daily close for our common
stock for the two years ended September 30, 2023 and 2022. There is a very limited market for the Company's common stock

 Price Range

 High

 Low

 Year ended September 30, 2023

 First Quarter

 $
 0.13

 $
 0.03

 Second Quarter

 $
 0.13

 $
 0.02

 Third Quarter

 $
 0.04

 $
 0.02

 Fourth Quarter

 $
 0.04

 $
 0.00

 Year ended September 30, 2022

 First Quarter

 $
 0.20

 $
 0.15

 Second Quarter

 $
 0.17

 $
 0.08

 Third Quarter

 $
 0.13

 $
 0.08

 Fourth Quarter

 $
 0.09

 $
 0.01

 Holders

 At
March 8, 2024, the Company had 106,551,722 outstanding shares of common stock and 144 shareholders of record.

 Dividends

 Holders
of common stock are entitled to receive dividends as may be declared by the Company's Board. The Company's Board is not restricted
from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared, and it is not anticipated
that dividends will be paid in the foreseeable future. Any indebtedness the Company incurs in the future may also limit its ability to
pay dividends. Investors should not purchase the Company's common stock with the expectation of receiving cash dividends.

 Recent
Sales of Unregistered Securities

 There
were no sales of unregistered securities during the fourth quarter of the fiscal year ended September 30, 2023.

 Purchase
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not repurchase any securities during the fourth quarter of the fiscal year ended September 30, 2023.

 Item
6. Selected Financial Data

 As
a smaller reporting company, we are not required to provide the information required by this Item.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included
elsewhere in this Form 10-K. All information presented herein is based on the Company's fiscal year, which ends September 30. Unless
otherwise stated, references to particular years, quarters, months or periods refer to the Company's fiscal years ended in September
and the associated quarters, months and periods of those fiscal years.

 Overview

 The
Company 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.

 The
Company 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.

 RESULTS
OF OPERATIONS

 For
the year ended September 30, 2023, compared to year ended September 30, 2022

 Our
operating results for the years ended September 30, 2023 and 2022 are summarized as follows:

 Years
 Ended

 September
 30,

 2023

 2022

 Change
 $

 Change
 %

 Revenues

 $
 307,284

 $
 55,509

 $
 251,775

 %

 Cost
 of revenue

 238,763

 38,898

 199,865

 %

 Gross
 Profit

 68,521

 16,611

 51,910

 %

 Operating
 expense

 830,976

 1,201,767

 (370,791
)

 (31
 %)

 Operating
 loss

 (762,455
)

 (1,185,156
)

 422,701

 (36
 %)

 Other
 Income (expense)

 (167,682
)

 (290,209
)

 122,527

 (42
 %)

 Net
 loss

 $
 (930,137
)

 $
 (1,475,365
)

 $
 545,228

 (37
 %)

 Revenues for the year
ended September 30, 2023 was $307,284, as compared to $55,509 for the year ended September 30, 2022, an increase of $251,775 primarily
due to a $151,464 increase in rental revenue.

 Operating expenses for the year
ended September 30, 2023 were $830,976 as compared to $1,201,767 for the year ended September 30, 2022. The decrease of $370,791 was
primarily attributable to a $299,088 decrease in professional fees and a $90,475 reduction in salaries and payroll taxes.

 Operating loss was $762,455
for the year ended September 30, 2023, as compared to $1,185,156 for the year ended September 30, 2022. The decrease of $422,701 was
largely attributable to a decrease in professional fees, salaries, and payroll taxes and a large increase in rental revenue.

 Other income (expenses) for
year ended September 30, 2023 were ($167,682), as compared to ($290,209) for the year ended September 30, 2022. The increase of $122,527
was attributable to an increase in amortization debt discount of $555,282, partially offset by decreases in gain (loss) on change in
fair value of derivative liability, gain on PPP loan forgiveness, and interest expense of $265,465, $24,148, and $103,549, respectively.

 Liquidity and Capital
Resources:

 The following table provides
selected financial data about our Company as of September 30, 2023 and 2022.

 Working Capital

 2023

 2022

 Change $

 Cash

 $
 4,632

 $
 127,109

 $
 (122,477
)

 Current assets, net of restricted cash

 $
 16,216

 $
 143,689

 $
 (127,473
)

 Current liabilities

 1,878,080

 1,094,299

 783,781

 Working capital (deficiency)

 $
 (1,861,864
)

 $
 (950,610
)

 $
 (911,254
)

 As of September 30, 2023, and September
30, 2022, our total current assets net of restricted cash were $16,216 and $143,689 which were comprised of $4,632 and $127,109 in cash,
$11,584 and $6,082 in accounts receivable and $0 and $10,498 in prepaid expenses, respectively.

 As of September 30, 2023, our
current liabilities were $1,861,080 which were comprised of $664,707 in accounts payable and accrued liabilities, $4,918 in accrued interest
– related party, $7,233 in deferred revenue, $2,234 in customer deposits, $25,080 in due to related party, $27,437 in promissory
notes payable, $12,500 in promissory notes payable in default, $50,000 in promissory notes payable – related parties, $1,082,654
in convertible notes payable, and $1,317 in derivative liability. As of September 30, 2022, our current liabilities were $1,094,299 which
were comprised of $227,109 in accounts payable and accrued liabilities, $2,101 in deferred revenue, $750,000 in convertible notes payable,
$115,009 in derivative liability and $80 in due to related party.

 As of September 30, 2023, and
September 30, 2022, our working capital deficiency was $1,861,864 and $950,610, respectively.

 Cash Flow Data:

 Years ended

 2023

 2022

 Change $

 Cash used in operating activities

 $
 (445,105
)

 $
 (827,611
)

 $
 382,506

 Cash provided by (used in) investing activities

 $
 (72,872
)

 $
 (87,504
)

 $
 14,632

 Cash provided by financing activities

 $
 414,059

 $
 1,032,450

 $
 (618,391
)

 Net Change in Cash and Restricted Cash

 $
 (103,918
)

 $
 117,335

 $
 (221,253
)

 Cash Flows from Operating Activities

30, 2023, the company did not generate positive cash flows from operating activities. For the year ended September 30, 2023, net cash
flows used in operating activities was $445,105 consisting of a net loss of $930,137, reduced by stock-based compensation expenses of
$15,000, amortization debt discount of $122,279, depreciation of $36,783, a loss on debt extinguishment of $36,313, a change in operating
assets and liabilities of $444,380, and gain on change in fair value of derivative liability of $169,723.

30, 2022, we did not generate positive cash flows from operating activities. For the year ended September 30, 2022, net cash flows used
in operating activities was $827,611, consisting of a net loss of $1,475,365, reduced by stock-based compensation expenses of $288,461,
amortization debt discount of $677,561, depreciation of $8,436, a change in operating assets and liabilities of $132,632 and increased
by a gain on PPP loan forgiveness of $24,148 and a gain on change in fair value of derivative liability of $435,188.

 Cash Flows from Investing Activities

30, 2023, purchased two vehicles for $67,039 and developed a website for a total of $5,833.

30, 2022, the Company generated cash of $70,360 from the acquisition of a subsidiary and purchased three vehicles for $157,864.

 Cash Flows from Financing Activities

30, 2023, the Company generated $310,000 from the issuance of convertible notes, $104,458 from the promissory notes, $50,000 from related
party notes payable, and $26,460 from related party advances. These proceeds were partially offset by repayments on related party advances,
promissory notes payable, and payments for debt issuance costs of $1,460, $42,011, and $33,388, respectively.

30, 2022, the Company generated $1,125,000 from the issuance of convertible notes and $36,200 from an SBA loan, offset by $128,750 of
debt issuance costs.

 Going Concern

 As of September 30, 2023, the
Company had a net loss of $930,137 accumulated deficit of $3,310,896 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
year ending September 30, 2024.

 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 consolidated financial statements and accompanying
notes. We believe our most critical accounting policies and estimates relate to the following:

 Revenue Recognition

 Stock-Based Compensation

 Income Taxes

 Financial Instruments

 Derivative Financial Instruments

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

 Revenue Recognition

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

 During the years ended September
30, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies,
or car dealerships and individual car rental customers ("customers").

 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 September 30, 2023 and 2022 refundable deposits were $2,234 and
$0 and deferred revenue was $7,233 and $2,101, respectively.

 In addition to the costs associated
with rental revenue and insurance revenue, within the Cost of Goods Sold account the Company also records credit card fees incurred from
the cash collections and cash remittance process, as a significant portion of its performance obligation is to collect and remit payments
through its credit card processors.

 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.

 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

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

 Level

 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

 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
are approximate fair value due to their short-term nature.

 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 7A. Quantitative
and Qualitative Disclosures about Market Risk

 As a smaller reporting company,
we are not required to provide the information required by this Item.

 Item 8. Financial Statements and
Supplementary Data

 The following audited consolidated
financial statements are included in this Annual Report:

 DRIVEITAWAY HOLDINGS,
INC.

 INDEX TO AUDITED
CONSOLIDATED FINANCIAL STATEMENTS

 SEPTEMBER 30,
2023 and 2022

 Page

 Report of Independent Registered Public
 Accounting Firm (PCAOB ID NO: 6258)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes
 in Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public Accounting
Firm

 Board of Directors and Shareholders

 DriveItAway Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of DriveItAway
Holdings, Inc. as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in stockholder's
deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of DriveItAway Holdings, Inc.
as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses
from operations, has a net capital deficiency, and has not established sufficient revenue to cover its operating costs, therefore will
require additional capital to continue operations. These factors raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the entity's
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to DriveItAway Holdings, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. DriveItAway Holdings, Inc. is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating
the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.

 F- 1

 Complex Debt Transaction

 During the year under audit the Company entered into multiple
amendments to their convertible note with AJB Capital Investments, LLC (see Note 8) that changed the terms of the original agreement,
including changes to the note principal, the commitment fee shares, and the warrants that were issued in conjunction with the borrowing.
Due to the number of modifications to the financing arrangement the accounting for the transaction was challenging and required complex
auditor judgment, including a detailed analysis and interpretation of accounting literature, and took a significant amount of audit effort.

 In order to audit the accounting for the debt agreement, we
reviewed managements analysis of the transaction and had to perform a significant amount of research and analysis to gain comfort in
the accounting of the transaction. The detailed analysis performed resulted in material audit adjustments to the recorded debt discount,
amortization of debt discount, loss on extinguishment of debt, and change in derivative liability, as one of the modifications required
extinguishment accounting.

 /s/ Mac
Accounting Group & CPAs, LLP

 We have served as DriveItAway
Holdings Inc.'s auditor since 2019.

 Midvale,
Utah

 March 8, 2024

 F- 2

 DriveItAway Holdings,
Inc.

 Consolidated Balance
Sheets

 2023

 2022

 Assets

 Current assets

 Cash

 $
 4,632

 $
 127,109

 Restricted cash

 18,559

 —

 Accounts receivable, net

 11,584

 6,082

 Prepaid expenses

 —

 10,498

 Total current assets

 34,775

 143,689

 Fixed assets, net

 184,228

 149,428

 Intangible assets, net

 11,787

 —

 Total Assets

 $
 230,790

 $
 293,117

 Liabilities and Stockholders' Deficit

 Current Liabilities

 Accounts payable and accrued liabilities

 $
 664,707

 $
 227,109

 Accrued interest-related parties

 4,918

 —

 Deferred revenue

 7,233

 2,101

 Customer deposits

 2,234

 —

 Due to related parties

 25,080

 Promissory notes payable, net of debt discount

 27,437

 —

 Promissory notes payable, in default

 12,500

 —

 Promissory notes payable- related parties, in default

 50,000

 —

 Convertible notes payable, net of debt discount

 1,082,654

 750,000

 Derivative liability

 1,317

 115,009

 Total Current Liabilities

 1,878,080

 1,094,299

 SBA Loan - noncurrent

 114,700

 114,700

 Convertible notes payable - noncurrent, net of debt discount

 175,720

 183,340

 Promissory notes payable - noncurrent

 16,649

 —

 Total Liabilities

 2,185,149

 1,392,339

 Commitments and Contingencies

 —

 —

 Stockholders' Deficit

 Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding

 —

 —

 Common stock, $ 0.0001
 par value; 1,000,000,000
 shares authorized; 106,551,722
 shares issued and 106,536,622
 outstanding at September 30, 2023 and 105,301,722
 shares issued and 105,286,622
 outstanding as of September 30, 2022, respectively

 10,656

 10,531

 Additional paid in capital

 1,364,007

 1,289,132

 Treasury stock, at cost - 15,100
 shares at September 30, 2023 and September 30, 2022

)

)

 Accumulated deficit

 ( 3,310,896
)

 ( 2,380,759
)

 Total Stockholders' Deficit

 ( 1,954,359
)

 ( 1,099,222
)

 Total Liabilities and Stockholders' Deficit

 $
 230,790

 $
 293,117

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

 F- 3

 DriveItAway Holdings,
Inc.

 Consolidated Statements
of Operations

 Year Ended

 2023

 2022

 Revenues

 $
 307,284

 $
 55,509

 Cost of Goods Sold

 238,763

 38,898

 Gross Profit

 68,521

 16,611

 Operating Expenses

 Salaries and payroll taxes

 297,625

 388,100

 Professional fees

 345,101

 644,189

 General and administrative

 92,749

 74,053

 Software development

 56,529

 61,542

 Advertising and marketing

 38,972

 33,883

 Total Operating Expenses

 830,976

 1,201,767

 Operating Loss

 ( 762,455
)

 ( 1,185,156
)

 Other Income (Expenses)

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

 169,723

 435,188

 Gain on PPP loan forgiveness

 —

 24,148

 Loss on extinguishment of debt

 ( 36,313
)

 —

 Amortization debt discount

 ( 122,279
)

 ( 677,561
)

 Interest expense

 ( 173,895
)

 ( 70,346
)

 Interest expense - related parties

 ( 4,918
)

 ( 2,296
)

 Interest income

 —

 Other income (expenses)

 —

 Total Other Income (Expense)

 ( 167,682
)

 ( 290,209
)

 Loss Before Income Tax

)

)

 Provision for income taxes

 —

 —

 Net Income (Loss)

 $
)

 $
)

 Net Loss Per Common Share

 Basic and diluted net loss per common share

 $
 ( 0.01
)

 $
 ( 0.03
)

 Basic and diluted weighted average number of common shares outstanding

 106,458,571

 50,013,328

 F- 4

 DriveItAway Holdings,
Inc.

 Consolidated Statement
of Changes in Stockholders' Deficit Years Ended September 30, 2023, and 2022

 Series A

 Additional

 Total Stockholders'

 Preferred Stock

 Common Stock

 Paid in

 Treasury Stock

 Accumulated

 Equity

 Capital

 Deficit

 (Deficit)

 Balance - September 30, 2021

 2,300,000

 $

 —

 $
 —

 $
 419,793

 —

 $
 —

 $
 ( 905,394
)

 $
 ( 485,371
)

 Stock based compensation

 —

 —

 —

 —

 288,461

 —

 —

 —

 288,461

 Preferred stock issued for conversion of debt- related party

 52,284

 104,560

 104,565

 Preferred stock issued for conversion of debt

 129,809

 288,446

 288,459

 Preferred stock issued for exercise of stock option - related party

 112,500

 84,363

 84,374

 Recapitalization

 —

 —

 13,716,041

 1,372

 147,135

 ( 15,100
)

)

 130,381

 Common stock and warrant issued in connection with promissory note

 —

 —

 4,000,000

 64,874

 —

 —

 —

 65,274

 Conversion of preferred stock to common stock

 ( 2,594,593
)

 ( 259
)

 88,085,681

 8,809

 ( 8,550
)

 —

 —

 —

 —

 Cancellation of common shares against note receivable

 —

 —

 ( 500,000
)

 ( 50
)

 ( 99,950
)

 —

 —

 —

 ( 100,000
)

 Net loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance - September 30, 2022

 —

 $
 —

 105,301,722

 $
 10,531

 $
 1,289,132

 ( 15,100
)

 $
)

 $
 ( 2,380,759
)

 $
 ( 1,099,222
)

 Series A

 Additional

 Total Stockholders'

 Preferred Stock

 Common Stock

 Paid in

 Treasury Stock

 Accumulated

 Equity

 Capital

 Deficit

 (Deficit)

 Balance - September 30,
 2022

 —

 $
 —

 105,301,722

 $
 10,531

 $
 1,289,132

 ( 15,100
)

 $
)

 $
 ( 2,380,759
)

 $
 ( 1,099,222
)

 Common stock issued in connection with promissory note

 —

 —

 1,000,000

 59,900

 —

 —

 —

 60,000

 Stock based compensation

 —

 —

 250,000

 14,975

 —

 —

 —

 15,000

 Net Income (Loss)

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance - September 30, 2023

 —

 $
 —

 106,551,722

 $
 10,656

 $
 1,364,007

 ( 15,100
)

 $
)

 $
 ( 3,310,896
)

 $
 ( 1,954,359
)

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

 F- 5

 DriveItAway Holdings,
Inc.

 Consolidated Statements
of Cash Flows

 Years Ended

 Sept 30,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

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

 Gain on PPP Loan Forgiveness

 —

 ( 24,148
)

 Loss on debt extinguishment

 36,313

 —

 Stock-based compensation

 15,000

 288,461

 Loss on change in fair value of derivative liability

 ( 169,723
)

 ( 435,188
)

 Amortization and depreciation

 36,783

 8,436

 Amortization of debt discount

 122,279

 677,561

 Changes in operating assets and liabilities:

 Prepaid website development

 —

 ( 10,498
)

 Accounts receivable

 ( 5,502
)

 15,373

 Deferred revenue

 5,132

 2,101

 Customer deposits

 2,234

 —

 Accounts payable and accrued liabilities

 437,598

 123,279

 Accrued liabilities- related party

 4,918

 2,377

 Net Cash used in Operating Activities

 ( 445,105
)

 ( 827,611
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Acquisition of subsidiary

 —

 70,360

 Purchase of intangible assets

 ( 5,833
)

 —

 Purchase of fixed assets

 ( 67,039
)

 ( 157,864
)

 Net Cash used in Investing Activities

 ( 72,872
)

 ( 87,504
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from related party advances

 26,460

 —

 Repayments of related party advances

 ( 1,460
)

 —

 Proceeds from convertible notes payable

 310,000

 1,125,000

 Proceeds from promissory notes payable - related parties

 50,000

 —

 Proceeds from promissory notes payable

 104,458

 36,200

 Repayment of promissory notes payable

 ( 42,011
)

 —

 Debt issuance costs

 ( 33,388
)

 ( 128,750
)

 Net Cash provided by Financing Activities

 414,059

 1,032,450

 Net change in cash and restricted cash

 ( 103,918
)

 117,335

 Cash and restricted cash, beginning of period

 127,109

 9,774

 Cash and restricted cash, end of period

 $
 23,191

 $
 127,109

 Supplemental cash flow information

 Cash paid for interest

 $
 49,863

 $
 45,203

 Cash paid for taxes

 $
 —

 $
 —

 Non-cash Investing and Financing transactions:

 Preferred stock issued for conversion of debt -related party

 $
 —

 $
 104,564

 Preferred stock issued for conversion of debt

 $
 —

 $
 288,458

 Common stock and warrant issued in connection with promissory note

 $
 —

 $
 65,274

 Common stock in connection with promissory note

 $
 60,000

 $
 —

 Preferred stock issued for exercise of stock option - related party

 $
 —

 $
 84,375

 Conversion of preferred stock to common stock

 $
 —

 $
 8,809

 Cancellation of common shares against note receivable

 $
 —

 $
 100,000

 Recognition of derivative liability as debt discount

 $
 26,959

 $
 550,197

 Prepaid expenses reclassified to intangible assets

 $
 10,498

 $
 —

 Note receivable exchanged for settlement of accrued wages

 $
 —

 $
 50,000

 F- 6

 DriveItAway Holdings, Inc.

 Notes to Consolidated
Financial Statements September 30, 2023 and 2022

 Note
 1 – Organization, Description of Business and Going
 Concern

 Nature of Organization

 DriveItAway Holdings, Inc. ("DIA
Holdings", "the Company", "we" or "us") was formed in Delaware on March 8, 2006 as B2 Health,
Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC ("BFK"), a Nevada limited liability company, and concurrently
changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022,
disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway
Holdings, Inc.

 DIA Holdings 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.

 Share Exchange and Reorganization

 On February 24, 2022 (the "Effective
Date"), the Company, DriveItAway, Inc., and the existing shareholders of DriveItAway, Inc. ("DIA") executed an Agreement
and Plan of Share Exchange, under which the Company acquired all of the issued and outstanding common stock of DIA by issuing one share
of Series A Convertible Preferred Stock (the "Series A Preferred") of the Company for each outstanding share of DIA common
stock (the "Share Exchange"). At the closing, the Company agreed to issue one share of Series A Preferred for each share
of DIA common stock that was subsequently issued in conversion of certain outstanding convertible notes of DIA, provided that the holders
converted their notes prior to December 31, 2022. All of the holders of the convertible notes of DIA agreed to convert their notes in
March 2022 and were issued one share of Series A Preferred in exchange for the DIA common stock they acquired as a result of the conversion.
A total of 2,594,593
 shares of Series A Preferred were issued in exchange for all of the outstanding shares of DIA, including DIA shares issued at
closing or shortly thereafter as a result of the exercise or conversion of all outstanding options or convertible notes issued by DIA.

 Recapitalization

 For financial accounting purposes,
this transaction was treated as a reverse acquisition by DIA and resulted in a recapitalization with DIA being the accounting acquirer
and DIA, Inc. as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the
historical financial statements prior to the acquisition are those of the accounting acquirer, DIA and have been prepared to give retroactive
effect to the reverse acquisition completed on February 24, 2022, and represent the operations of DIA. The consolidated financial statements
after the acquisition date, February 24, 2022, include the balance sheets of both companies at fair value, the historical results of
DIA and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial
statements and footnotes has been retroactively restated to reflect the recapitalization.

 Going Concern

 The Company's financial
statements are prepared in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States, applicable
to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During
the year ended September 30, 2023, the Company had a net loss of $ 930,137
 and cash used in operating activities of $ 445,105.
As of September 30, 2023, the Company had an accumulated deficit of $ 3,310,896.
The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating
plan. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors
raise substantial doubt about its ability to continue as a going concern.

 F- 7

 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
to sufficiently 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.

 Note
 2 – Summary of Significant Accounting Policies

 Basis
 of Presentation

 The accompanying audited consolidated
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for
the interim periods presented have been reflected herein.

 Basis
 of Consolidation

 The consolidated financial statements
include the accounts of DriveItAway Holdings Inc. and its wholly owned subsidiary DriveItAway, Inc., collectively referred to as the
"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 September 30, 2023, and
2022, the Company had cash of $ 4,632
 and $ 127,109,
which included restricted cash of $ 18,559
 and $ 0,
respectively and did not have cash equivalents.

 Restricted
 Cash

 As of September 30, 2023 and
September 30, 2022, the Company had $ 18,559
 and $ 0
 in restricted cash that is held by AJB Capital LLC, for funds advanced by them, but are to be used for future payment for professional
fees.

 F- 8

 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 September 30, 2023, and 2022, are adequate, but actual write-offs could exceed the recorded
allowance. As of September 30, 2023, and 2022, the balances in the allowance for doubtful accounts was $ 0.

 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
( 3)
years. The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate
to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. We
remove fully amortized website and software development costs from the cost and accumulated amortization amounts disclosed.

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

 Leases

 The Company's
operating lease portfolio for the years ended September 30, 2023 and 2022, 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 September 30, 2023, the Company did not have leases that qualified as ROU assets.

 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:

 F- 9

 Level

 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 on
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 September
 30, 2023 using:

 September 30, 2023

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

 Significant Other Observable Inputs
 (Level 2)

 Significant Unobservable Inputs (Level
 3)

 Liabilities

 $
 —

 —

 —

 $
 —

 Derivative Liabilities

 $
 1,317

 —

 —

 $
 1,317

 Fair Value Measurements at September
 30, 2022 using:

 September 30, 2022

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

 Significant Other Observable Inputs
 (Level 2)

 Significant Unobservable Inputs (Level
 3)

 Liabilities

 $
 —

 —

 —

 $
 —

 Derivative Liabilities

 $
 115,009

 —

 —

 $
 115,009

 The following table provides a summary of changes
in fair value of the Company's Level 3 financial liabilities as of September 30, 2023, and 2022:

 F- 10

 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.

 Revenue
 Recognition

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

 During
the years ended September 30, 2023, and 2022, the Company derived its revenue from signed contracts for vehicle rentals between the Company,
other leasing companies, or car dealerships and individual car rental customers ("customers").

 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- 11

 Initial non-refundable fees are recognized when payment
is received as the Company has no obligation to provide additional services at that point. Miscellaneous charges for extra mileage, late
fees, or toll charges calculated and charged to the customer credit card at the end of the usage cycle are recognized when the credit
card charge goes through. Refundable deposits are recorded on the balance sheet until deposits are returned to customers or applied to
their account for fees incurred. Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting
date and relate to usages after that date. As of September 30, 2023 and 2022 refundable deposits were $ 2,234
 and $ 0
 and deferred revenue was $ 7,233
 and $ 2,101,

 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 BlackScholes pricing model is affected by our
stock value as well as assumptions regarding several complex and subjective variables, including expected stock price volatility and
the risk-free interest rate.

 Advertising
 and marketing Costs

 Advertising and marketing costs
are expensed as incurred. The Company incurred advertising and marketing costs for the years ended September 30, 2023 and 2022 of $ 38,972
 and $ 33,883,

 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.

 Net
 Loss per Share of Common Stock

 The Company calculates net loss
per share in accordance with ASC Topic 260, "Earnings per Share." Basic loss per share is computed by dividing the net loss
by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed
by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares
of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option.
For the years ended September 30, 2023, and 2022, the common stock equivalents were excluded from the computation of diluted net loss
per share as the result of the computation was anti-dilutive.

 Schedule of computation
 of diluted net loss per share

 2023

 2022

 Convertible notes

 1,750,000

 59,389,535

 Warrants

 2,350,000

 1,125,000

 4,100,000

 60,514,535

 Reclassification

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

 F- 12

 Recent
 Accounting Pronouncements

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

 Note
 3 – Related Party Transactions

 Related Party Notes Payable

 On September 13, 2019, the Company
issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the Company's CEO, for $ 30,000,
with a maturity date of September 13, 2022. On October 13 and October 14, 2020, the Company issued Convertible Promissory Notes to Driveitaway,
LLC and Adam Potash, the Company's COO, for $ 25,000
 each, which mature on October 13 and 14, 2022, respectively. On December 24, 2020, the Company issued a Convertible Promissory
Note to Adam Potash, for $ 15,000,
which matures on December
24, 2022. Each of the notes bear interest at a rate of 6 %
per annum. The notes automatically convert into preferred stock of DIA in the event DIA raises at least $ 1,000,000
 by the issuance of preferred stock prior to the maturity dates of the notes (a "Qualified Financing"). In the event
DIA enters into a financing that is not a Qualified Financing prior to the maturity dates of the notes, the holders have the right to
convert their notes into the class and series of equity securities offered in the non-Qualified Financing at the offer price thereof.
In the event DIA effects a change of control, the holders have the option of converting their notes into common stock in order to participate
in the change of control or accelerating the maturity date and receiving cash at the time of the change of control.

 At the closing of the Share Exchange
on February 24, 2022, the holders of the related party Convertible Promissory Notes agreed to convert all of the principal of $ 95,000
 and interest of $ 9,565
 due under the notes into 52,284
 shares of DIA common stock, which was automatically converted into 52,284
 shares of Series A Preferred (see Note 6).

 On March 1, 2023, the Company entered
into three promissory note agreements with three related parties for a total of $ 50,000
 with interest bearing at 15 %
per annum, maturity date of 120 days from issuance (June 30, 2023) and issuance of 100,000
 warrants with exercise price of $0.05 that expire on March
1, 2028 ( 5
 year). As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting and
were assigned a value of $ 3,068
 which was recorded as a derivative liability and debt discount (see Note 6).

 During the years ended September
30, 2023 and 2022, the Company recorded related party interest expense of $ 4,918
 and $ 2,296
 respectively, and amortization of debt discount of $ 3,068
 and $ 0
 respectively. As of September 30, 2023 and 2022, the debt discount recorded on all related party notes was $ 0,
the promissory note payable – related party balance was $ 50,000,
and the convertible note payable – related party balance was $ 0.
As of September 30, 2023, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 50,000
 and owed unpaid interest of $ 4,918.

 Advances and Repayments

 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. During the year ended September 30, 2023 and 2022, related parties made payments on the Company's
behalf or provided short-term advances to the Company totaling $ 26,460
 and $ 3,435,
respectively, and the Company made repayments to related parties of $ 1,460
 and $ 3,355,

 As of September 30, 2023 and
2022, the Company owed related parties $ 25,080
 and $ 80,
respectively, for this activity.

 Note
 4 – Note Receivable

 A note receivable of $ 150,000
 was issued to DriveItAway Holdings, Inc. in consideration for the sale of certain subsidiaries as a part of its recapitalization
(see Note 6). The note receivable was unsecured, due on April
20, 2022, and was to incur interest at 15 %
per annum, provided that the payor has the right to satisfy the note in full by the return of 500,000
 shares of the Company's common stock for cancellation. In May 2022, the payor under the note receivable satisfied $100,000
due under the note in full by returning 500,000
 shares of the Company's common stock for cancellation (see Note 6). During the year ended September 30, 2022 the Company
offset the remaining $ 50,000
 due under the note against accrued wages, therefore as of September 30, 2023 and September 30, 2022 the Note Receivable balance
was $ 0.

 F- 13

 Note
 5 – Fixed and Intangible Assets

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

 Schedule of fixed assets

 2023

 2022

 Vehicle costs

 $
 224,903

 $
 157,864

 Accumulated depreciation

 ( 40,675
)

 ( 8,436
)

 Vehicles, net

 $
 184,228

 $
 149,428

 During the years ended September
30, 2023 and 2022, the Company purchased passenger vehicles for $ 67,039
 and $ 157,864,
respectively, and recorded depreciation of $ 32,239
 and $ 8,436,

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

 Schedule of intangible assets

 2023

 2022

 Website development costs

 $
 16,331

 $
 —

 Accumulated depreciation

 ( 4,544
)

 —

 Website, net

 $
 11,787

 $
 —

 During the year ended September 30,
2022, the Company incurred website development costs of $ 10,498,
which was recorded as a prepaid asset. During the year ended September 30, 2023 the Company incurred website development costs of $ 5,833
 and reclassed the $ 10,498
 incurred in the prior year to the intangible asset account. During the years ended September 30, 2023 and 2022 the Company recorded
amortization of $ 4,544
 and $ 0,

 Note
 6 – Equity

 Authorized

 The Company has authorized one
billion ( 1,000,000,000)
shares of common stock having a par value of $ 0.0001
 per share, and ten million ( 10,000,000)
shares of preferred stock having a par value of $0.0001
per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration
and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless
the Board of Directors deems it advisable to obtain the advice of the stockholders.

 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 5,000,000
 shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences:

 Dividends:
The Series A Preferred Stock is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such
share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the
record date of the dividend declared on the Common Stock.

 Li q uidation
Preference: The
Series A Preferred Stock is entitled to receive, prior to any distribution to any junior class of securities, an amount equal to $0.01
per share as a liquidation preference before any distribution may be made to the holders of any junior security, including the Common
Stock.

 Votin g
 Ri g hts: Each
holder of Series A Preferred Stock shall vote with holders of the Common Stock upon any matter submitted to a vote of shareholders, in
which event it shall have the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred
Stock would be convertible on the record date for the vote or consent of shareholders. Each holder of Series A Preferred Stock shall
also be entitled to one vote per share on each submitted to a class vote of the holders of Series A Preferred Stock.

 F- 14

 Voluntar y
 Conversion Ri g hts: Each
share of Series A Preferred Stock is convertible into 33.94971 shares of Common Stock at the option of the holder thereof.

 Mandator y
 Conversion Ri g ht: The
Company has the right to convert each share of Series A Preferred Stock into 33.94971 shares of Common Stock at any time that there are
less than 200,000 shares of Series A Preferred Stock outstanding.

30, 2021, the Company issued 300,000
 shares of DIA common stock which was automatically converted into 300,000
 shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022. The shares were issued to a consulting
firm pursuant to one year consulting agreement and valued at $ 692,308.
Stock-based compensation expense related to this issuance for the years ended September 30, 2023 and 2022 was $ 0
 and $ 288,461,
respectively, and was included in general and administrative expense.

30, 2022, the Company issued 294,593
 shares of DIA common stock which were automatically converted into 294,593
 shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022. The preferred stock is reflected retroactively
for all periods presented and included the following:

 52,284
 shares issued for conversion of debt – related party and accrued interest of
 $ 104,565.

 129,809
 shares issued for conversion of debt and accrued interest of $ 288,458.

 112,500
 shares issued for exercise of stock option - related party as stock-based compensation
 to related parties of $ 84,375.

 On April 20, 2022, holders of
 2,464,784
 shares of Series A Preferred agreed to convert their Series A Preferred into common stock, which resulted in the issuance of 83,678,702
 shares of common stock. On the same date, the board of directors approved a resolution to exercise the Company's right to
mandatorily convert the remaining 129,809
 shares of Series A Preferred into common stock, which resulted in the issuance of an additional 4,406,979
 shares of common stock.

 During the year ended
September 30, 2023 there were no
 0 issuances of the Series A Preferred shares.

 As of September 30, 2023
and 2022, the Company had no shares of Series A Preferred stock outstanding, respectively.

 Common Stock

 Reor g anization

 On February 24, 2022, the Company
recognized the equity of Driveitaway Holdings, Inc. as part of the reorganization which resulted in the Company recognizing the issuance
of 13,716,041
 shares of common stock and 15,100
 shares of treasury stock, at a value of $130,381.

 The following table summarizes
the assets acquired, and liabilities assumed at the acquisition date of February 24, 2022:

 Schedule of assets acquired and liabilities assumed

 Cash

 $
 70,360

 Notes receivable (Note 4)

 150,000

 Accounts payable and accrued liabilities

 ( 89,979
)

 Net assets acquired and liabilities assumed

 $
 130,381

 On February 24, 2022, the Company
issued 4,000,000
 shares of common stock valued at $ 65,274
 for commitment fees in conjunction with the issuance of a promissory note of $ 750,000
 (see Note 8).

 On April 20, 2022, the Company
issued 88,085,681
 shares of common stock as a result of the conversion of 2,594,593
 shares of Series A Preferred Stock, as discussed in more detail above.

 In May 2022, 500,000
 shares were returned for cancellation to satisfy a note receivable in the amount of $ 100,000
 (see Note 4).

 F- 15

 On October 17, 2022, 250,000 shares
of common stock, valued at $ 15,000
 based on the fair market value of the shares on the grant date, were issued for consulting services.

 On October 31, 2022, the Company
issued 1,000,000
 shares of common stock valued at $ 60,000
 for commitment fees in conjunction with the amendment of a promissory note of $ 750,000
 (see Note 8).

 As of September 30, 2023, and 2022,
the Company had 106,551,722
 and 105,301,722
 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 September
30, 2023, and 2022, the Company had 15,100
 shares of treasury stock valued at $ 18,126.

 Stock Options

 On June 12, 2020, DIA's
Board of Directors and its shareholders approved its 2020 Equity Compensation Plan ("Equity Plan"). The Equity Plan permits
DIA to issue awards or options to the employees, directors, consultants and advisors who provide services to the Company or a subsidiary.
Pursuant to the Equity Plan, 400,000
 shares of DIA's common stock were reserved for issuance. The Equity Plan allows DIA's board or a committee of the
board to issue grants of incentive stock options, nonqualified stock options, stock awards, stock units, stock appreciation rights and
other equity-based awards.

 As of September 30, 2021, DIA
had 300,000
 stock options outstanding under the Equity Plan to Messrs. Possumato, CEO, and Potash, COO in equal amounts, of which 93,750
 had vested. At the closing of the Share Exchange on February 24, 2022, 112,500
 of the stock options had vested and Messrs. Possumato and Potash each agreed to each exercise their 56,250
 vested stock options issued to them. The options were converted into 112,500
 shares of DIA common stock, which was automatically converted into 112,500
 shares of Series A Preferred. The balance of the stock options issued to Messrs. Possumato and Potash were cancelled. The stock
options had an exercise price of $ 0.75
 per share. In lieu of paying the exercise price in cash, the exercise price was offset against accrued wages of $ 42,188
 owed to each of Messrs. Possumato and Potash.

 Also, at the closing of the
Share Exchange, DIA's board cancelled the Equity Plan and all outstanding options were cancelled.

 As of September 30, 2021, DIAH
had 2,177,571
 options outstanding, of which 1,882,793
 expired during the year ended September 30, 2022 and 294,778
 were exercised in a cashless exchange for 155,103
 common shares.

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

 Warrants

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

 In June 2022, in conjunction
with a private offering and the issuance of secured promissory notes of $ 250,000
 (see Note 8), the Company issued 125,000
 warrants for $ 0.30
 per share. As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting
and were assigned a value of $ 8,136
 which was recorded as a derivative liability and debt discount. The warrants expire in June 2027.

 In November 2022, in conjunction
with a private offering and the issuance of secured promissory notes of $ 200,000,
the Company issued 100,000
 warrants for $ 0.30
 per share. As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting
and were assigned a value of $ 4,074
 which was recorded as a derivative liability and debt discount. The warrants expire in November 2027.

 F- 16

 In February 2023, in conjunction
with a promissory note amendment which was recognized as debt extinguishment, 2,000,000
 warrants with exercise price of $ 0.05
 were issued that expire on February
24, 2027 ( 4
 year), which replaced the original 1,000,000
 warrants issued with an exercise price of $ 0.30
 previously issued with the original promissory note. As a result of the Company's equity environment being tainted the warrants
qualified for derivative accounting and were assigned a value of $ 21,469
 which was recorded as a derivative liability and debt discount.

 In March 2023, 125,000
 warrants with exercise price of $ 0.05
 were issued that expire on March
1, 2028 ( 5
 year). As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting and
were assigned a value of $ 3,837
 which was recorded as a derivative liability and debt discount.

 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 9).

 A summary of warrant activity
during the years ended September 30, 2023 and 2022 is as follows:

 Schedule of common stock warrants activity

 Warrants

 Weighted-Average

 Weighted-Average

 Outstanding

 Exercise Price

 Life (years)

 Balance as of September 30, 2021

 —

 $
 —

 —

 Issuance

 1,125,000

 $
 0.30

 —

 Exercised

 —

 $
 —

 —

 Expired/Cancelled

 —

 $
 —

 —

 Balance as of September 30, 2022

 1,125,000

 $
 0.30

 4.44

 Issuance

 2,225,000

 $
 0.06

 Exercised

 —

 $
 —

 Expired/Cancelled

 ( 1,000,000
)

 $
 0.30

 Balance as of September 30, 2023

 2,350,000

 $
 0.07

 3.51

 The intrinsic value of the warrants
as of September 30, 2023 and 2022 is $ 0.
All of the outstanding warrants are exercisable as of September 30, 2022.

 Note
 7 – Notes Payable

 PPP Loan

 On April 28, 2020, the Company
was granted a loan (the "Loan") from First Bank of the Lake in aggregate amount of $ 23,750,
pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March
27, 2020. The Loan, which was in the form of a Note dated May 9, 2020 was to mature on May 8, 2022 and bear interest at a rate of 1 %
per annum, payable monthly commencing seven months from the date of the note, unless forgiven in whole or part in accordance with the
CARES Act. The Note may have been prepaid by the Borrower at any time prior to maturity with no prepayment penalties. In order to qualify
for forgiveness under the CARES Act, funds from the Loan could only be used for payroll costs, cost used to continue group health care
benefits, mortgage payments, rent, utilities and interest on other debt obligations incurred before February 15, 2020 ("qualifying
expenses"). The Company used the entire Loan amount for qualifying expenses, therefore, in December 2021, the PPP Loan of $ 23,750
 and accrued interest of $ 398
 were forgiven and recognized as other income. During the year ended September 30, 2023 and 2022, the Company recorded interest
expense of $ 0
 and $ 59,

 F- 17

 SBA Loan

 On June 3, 2020, the Company
entered into a SBA Loan for $ 78,500
 at a rate of 3.75 %.
On August 12, 2021 the loan increased to $ 114,700
 and the Company obtained $ 36,200
 on October 8, 2021. The SBA Loan requires payments starting 30 months from the initial funding date and matures on June
7, 2050. During the years ended September 30, 2023 and 2022, the Company recorded interest expense of $ 4,243
 and $ 4,272,
respectively, on the SBA Loan and as of September 30, 2023 and 2022, the accrued interest on the SBA Loan was $ 6,722
 and $ 8,175,
respectively. As of September, 2023 and 2022, the outstanding principal of SBA Loan was $ 114,700.

 The following represents the
future aggregate maturities of the Company's SBA Loan as of September 30, 2023 for each of the five (5) succeeding years and thereafter
as follows:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2024

 $
 —

 2025

 —

 2026

 2027

 2,431

 2028

 2,431

 Thereafter

 109,267

 Total

 $
 114,700

 Promissory Notes Payable, in Default

 On March 1, 2023, the Company
entered into a promissory note agreement with an investor for amount of $ 12,500
 with interest bearing at 15 %
per annum, maturity date of 120 days from issuance and issuance of 25,000
 warrants with exercise price of $ 0.05
 that expire on

 March
1, 2028 (5 year). As a result of the Company's equity environment being tainted the warrants qualified for
derivative accounting and were assigned a value of $ 767
 which was recorded as a derivative liability and debt discount (see Note 6). During the year ended September 30,2023, the Company
recorded interest expense of $ 1,109
 and amortization of debt discount of $ 767.
As of September 30, 2023, the debt discount recorded on the note was $ 0,
resulting in a note payable balance of $ 12,500
 and accrued interest of $ 1,109.
As of September 30, 2023, the Company had defaulted on the promissory note payable.

 Promissory Notes Payable

 On May 1, 2023 the Company executed
a note payable with a face amount of $ 35,982.
Under the terms of the agreement, the lender will withhold 20% of the Company's daily funds arising from sales through the lender's
payment processing services until the Company has repaid the $ 35,982
 (including fixed fees of $ 3,682
 or approximately 10% of the note amount). The Company received net proceeds of $ 32,300
 and the $ 3,685
 of fixed fees were recorded as debt discount. As of September 30, 2023, the Company had amortized the full $ 3,682
 of debt discount, had made repayments of $ 27,752,
and rolled $ 8,230
 of the notes principal still due into a second note (see below), therefore the loan was considered paid in full.

 On August 15, 2023 the Company
executed a second note payable with the same lender from the May 1, 2023 note, with a face amount of $ 64,206.
Under the terms of the agreement, the lender will withhold 20% of the Company's daily funds arising from sales through the lender's
payment processing services until the Company has repaid the $ 64,206
 (including fixed fees of $ 6,206
 or approximately 10% of the note amount). The Company received net proceeds of $ 49,770
 after paying off the May 1, 2023 note and rolling $ 8,230
 of its balance into the August 15, 2023 note and recording the $ 6,206
 of fixed fees as a debt discount. As of September 30, 2023, the Company had amortized $ 345
 of the debt discount and made repayments of $ 42,011,
resulting in a debt discount balance of $ 5,861
 and a principal balance of $ 49,947,
for a net notes payable balance of $ 44,086.

 F- 18

 The following represents the future
aggregate maturities as of September 30, 2023 of the Company's Promissory Notes Payable:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2024

 $
 33,297

 2025

 16,650

 Total

 $
 49,947

 Note
 8 – Convertible Notes Payable

 Knightsgate Ventures II, LP Note

 On April 1, 2021, DIA borrowed
$ 150,000
 in Convertible Notes from Knightsgate Ventures II, LP, a third-party lender at a rate of 8 %.
The loan matures on December
31, 2022.

 The Convertible Note automatically
converts into preferred stock of DIA in the event DIA raised at least $ 2,000,000
 by the issuance of preferred stock prior to the maturity date of the Convertible Note (a "Qualified Financing"), in
which case the conversion price is equal to the lesser of (i) 90% of the price paid by investors in the Qualified Financing or (ii) the
price obtained by dividing $6,000,000 by the Company's fully diluted shares outstanding immediately prior to conversion (the "Cap
Price"). In the event DIA had not entered into a Qualified Financing prior to the maturity date, the Convertible Note is convertible
at the option of the holder into DIA common stock on the Maturity Date at a price per share equal to the Cap Price. In the event DIA
effects a change of control, the holder has the option of converting the Convertible Note into DIA's common stock at a price per
share equal to the Cap Price or accelerating the maturity date and receiving cash at the time of the change of control.

 Effective February 24, 2022,
principal of $ 250,000
 and accrued interest of $ 10,816
 was converted into 72,368
 shares of DIA's common stock, which was automatically converted into 72,368
 shares of the Company's Series A Preferred stock in accordance with the Share Exchange Agreement (see Note 6), resulting
in $ 0
 owed to the lender as of September 30, 2022.

 During the years ended September
30, 2023 and 2022, the Company recorded interest expense for the note of $ 0
 and $ 4,833,

 Individual Investor Notes

30, 2022, DIA issued an aggregate of five convertible notes to five investors, each for $ 25,000.
The notes bear interest at a rate of 8 %
per annum, mature on December
31, 2022, and are convertible into DIA's common stock on the same basis that is described for the Convertible
Note issued to Knightsgate Ventures II, LP on April 1, 2021, as described above. During the year ended September 30, 2023 and 2022, the
Company recorded interest expense of $ 0
 and $ 2,641
 on the notes, respectively

 In March 2022, the holders of all
of the convertible notes issued to unrelated investors agreed to convert their notes of $ 125,000
 and accrued interest of $ 2,641
 into 57,441
 shares of DIA's common stock, each of which was automatically converted into one share of Series A Preferred stock in accordance
with the Share Exchange Agreement (see Note 6), resulting in $ 0
 owed to the investors as of September 30, 2022.

 AJB Capital Investments, LLC Note

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

 F- 19

 The maturity date of the AJB
Note was extended to February
24, 2023. The AJB Note bears interest at 10 %
per annum for the original note's period and 12% per annum for extension period which was started from August 24, 2022, and it
is payable on the first of each month beginning April 1, 2022. The Company may prepay the AJB Note at any time without penalty.

 The note is convertible into
Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount
of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock,
as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). The conversion
price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior
to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations:
(i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15%
discount will apply whenever the shares are "chilled" for deposit into the DTC system; (iii) a 15% discount will apply if
the Company's common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the
note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert
debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in
determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect
on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion
price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares,
except for any issuance that is an exempt issuance.

 Also pursuant to the SPA, the Company
was to pay AJB a commitment fee of $ 800,000,
payable in the form of 4,000,000
 unregistered shares of the Company's common stock (the "Commitment Fee Shares") which were issued at note inception.
If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell
the Commitment Fee Shares for $ 800,000,
then the Company may be required to issue additional shares or pay cash in the amount of the shortfall. However, if the Company pays
the AJB Note off on or before its maturity date, then the Company may redeem 2,000,000
 of the Commitment Fee Shares for one dollar and the amount of the commitment fee will be reduced to $ 400,000.
On issuance of the note, the Company determined that the guarantee on the commitment fee was a make-whole provision and an embedded derivative
within the host instrument. The guarantee was bifurcated from the host instrument and recorded as a derivative liability valued at $ 384,287
 using a Black-Scholes option pricing model (see Note 9).

 Pursuant to the SPA, the Company
also issued to AJB common stock purchase warrants (the "warrants") to purchase 1,000,000 shares of the Company's common
stock for $ 0.30
 per share, which was assigned a value of $107,283 that was recorded as derivative liability (see Notes 6 and 9). The warrants
expire on February
24, 2027. The warrants also include various covenants of the Company for the benefit of the warrant holder and
includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder's right
to exercise the warrants.

 After recording the derivative
liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000
 common shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned
a value of $ 65,274
 (see Note 6). The allocation of the financing costs of $ 108,750,
the derivative for the guarantee of $ 384,287,
the derivative for the warrant of $ 107,283,
and issuance of the 4,000,000
 Commitment Fee shares of $ 65,274,
to the debt component resulted in a $ 665,594
 debt discount that is being amortized to interest expense over the term of the AJB Note.

 On October 31, 2022, the Company
amended the AJB Note to issue 1,000,000
 additional Commitment Fee Shares, recognizing the value of the shares and a debt discount of $ 60,000
 (see Note 6).

 On February 10, 2023, the Company
entered into second amendment with AJB by increasing the original principal of the note by $85,000, which increased the restricted cash
balance to be used for payments for professional services, replacing the original 1,000,000 warrants with an exercise price of $0.30
with 2,000,000 warrants with an exercise price of $0.05 (see Note 6), and extending the maturity date of the note to May 24, 2023. The
Company determined the extension of cash and modification to other terms met the conditions of a debt extinguishment; therefore the Company
recorded a loss on extinguishment of debt for the total amount of $36,313 included in other income (expenses) within the accompanying
statement of operation.

 F- 20

 On September 27, 2023, the Company
entered into second amendment with AJB by increasing the original principal of the note by $ 25,000
 which increased the restricted cash balance to be used for payments for professional services.

30, 2022, the Company recorded interest expense of $ 46,958,
amortization of debt discount of $ 665,594,
a gain on change in fair value of derivative liability of $ 393,641
 for the guarantee and warrants and repaid $ 45,203
 of interest. As of September 30, 2022, the derivative liability was $ 97,927
 and the debt discount recorded on the note was $ 0,
resulting in a note payable balance of $ 750,000.
As of September 30, 2022, the Company owes unpaid interest of $ 1,755.

30, 2023, the Company recorded interest expense of $ 97,849,
increased debt discount by $ 63,500
 (of which $ 65,259
 was amortized and $ 7,241
 was recorded as part of the loss on debt extinguishment), recorded a loss on change in fair value of derivative liability of $ 126,338,
recorded an additional $ 29,072
 for a loss on debt extinguishment, and repaid $31,042 of interest. As of September 30, 2023, the derivative liability was $ 663,
the debt discount recorded on the note was $ 0,
the note payable principal was $ 860,000,
and the Company owed accrued interest of $ 68,562.

 Effective February 14, 2023 the
Company went into default on the AJB Note, however the lender waived all default provisions through January 24, 2024 therefore no default
interest or penalties were incurred during the year ended September 30, 2023 and the AJB note was not convertible as of September 30,
2023.

 Secured Convertible Notes

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

 During June 2022, the Company sold
a total of $ 250,000
 worth of Units to U.S. Escrow Services Corporation and Kevin Leach, two accredited investors, which resulted in the issuance of
two secured promissory notes with an aggregate principal amount of $ 250,000
 for cash proceeds of $ 230,000
 (net of an original issuance discount of $ 20,000),
and the issuance of 125,000
 warrants (see Note 6). The $ 20,000
 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative
liability resulting in the Company recording a debt discount and derivative liability of $ 50,491.
As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting and were assigned
a value of $ 8,136
 which was recorded as a derivative liability (see Note 9) and debt discount. The total debt discount of $ 78,627
 is being amortized to interest expense over the term of the Note.

 During November 2022, the Company
sold a total of $ 200,000
 worth of Units to Cestone Family Foundation and Michele and Agnese Cestone Foundation, two accredited investors, which resulted
in the issuance of two secured promissory notes with an aggregate principal amount of $ 200,000
 for cash proceeds of $ 180,000
 (net of an original issuance discount of $ 20,000),
and the issuance of 100,000
 warrants (see Note 6). The $ 20,000
 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative
liability resulting in the Company recording a debt discount and derivative liability of $ 19,330.
As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting and were assigned
a value of $ 7,254
 which was recorded as a derivative liability (see Note 9) and debt discount). The total debt discount of $ 43,124
 is being amortized to interest expense over the term of the Note.

30, 2022, the Company recorded interest expense of $ 11,583
 and amortization of debt discount of $ 11,967.
As of September 30, 2022, the debt discount recorded on the note was $ 66,660,
resulting in a note payable balance of $ 183,340.
As of September 30, 2022, the Company owed accrued interest of $ 11,583.

 F- 21

30, 2023, the Company recorded interest expense of $ 64,605,
paid interest of $ 13,125,
and recorded amortization of debt discount of $ 58,158.
As of September 30, 2023, the debt discount recorded on the notes was $ 51,626
 and the principal balance was $ 450,000,
resulting in a net note payable balance of $ 398,374.
As of September 30, 2023, the Company owed accrued interest of $ 63,063.

 The following represents the
future aggregate maturities of the Company's Secured Convertible Notes as of September 30, 2023 for each of the five (5) succeeding
years and thereafter as follows:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2024

 $
 250,000

 2025

 200,000

 Total

 $
 450,000

 Note
 9 – Derivative Liabilities

 As discussed in Note 8, 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 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 September 30, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration,
the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used in
the Black-Scholes model during the year ended September 30, 2023:

 Schedule of defined benefit plan, assumptions

 Expected term

 0.68
 - 5.01
 years

 Expected average volatility

 111 %
 - 372 %

 Expected dividend yield

 Risk-free interest rate

 3.93 %
 - 5.03 %

 At
September 30, 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows (level 3):

 Schedule of estimated fair value of liabilities

 Commitment fee guarantee issued February
 24, 2022

 $

 Warrants issued February 24, 2022

 Embedded conversion feature in Note issued June 3, 2022

 Warrants issued June 3, 2022

 Embedded conversion feature in Note issued June 16, 2022

 Warrants issued June 16, 2022

 Embedded conversion feature in Note issued November 15,
 2022

 Warrants issued November 15, 2022

 Warrants issued on February 10, 2023

 Warrants issued on March 1, 2023

 Derivative liability balance - September 30, 2023

 $
 1,317

 The
following table summarizes the changes in the derivative liabilities during the year ended September 30, 2023:

 F- 22

 Schedule of derivative liabilities

 Derivative balance - September 30, 2021

 $
 —

 Addition of new derivatives recognized as debt discounts

 550,197

 Gain on change in fair value of the derivative

 ( 435,188
)

 Derivative liability balance - September 30, 2022

 115,009

 Addition of new derivatives recognized as debt discounts

 26,959

 Loss on debt extinguishment

 29,072

 Gain on change in fair value of the derivative

 ( 169,723
)

 Derivative liability balance
 - September 30, 2023

 $
 1,317

 Note
 10 – Income Taxes

 The
Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred
tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities
and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certai n deferred
tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 The components of the Company's
deferred tax asset and reconciliation of income taxes computed at the statutory rate of 31 %
to the income tax amount recorded as of September 30, 2023 and 2022 are as follows:

 Schedule of Components of Deferred Taxes

 Years Ended

 2023

 2022

 Deferred tax assets:

 Net operating loss carryover

 $
 773,800

 $
 570,300

 Accruals

 17,800

 1,200

 Development

 14,700

 —

 Depreciation & amortization

 ( 12,200
)

 ( 7,200
)

 Valuation allowance

 ( 794,100
)

 ( 564,300
)

 Net deferred tax asset

 $
 —

 $
 —

 The income tax provision differs
from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for
the years ended September 30, 2023 and 2022, due to the following:

 Schedule of effective income tax rate reconciliation

 Years Ended

 2023

 2022

 Expected Federal Tax

 $

 ( 195,300

)

 21.0

 %

 $

 ( 309,800

)

 21.0

 %

 State income taxes (net of federal benefit)

 ( 73,500

)

 7.9

 %

 ( 227,500

)

 15.4

 %

 Permanent adjustments

 ( 0.1

)%

 106,700

 ( 7.2

)%

 State tax rate change

 38,200

 ( 4.1

)%

 —

 0.0

 %

 Other

 —

 0.0

 %

 14,900

 ( 1.0

)%

 Change in valuation allowance

 229,800

 ( 24.7

)%

 415,700

 ( 28.2

)%

 Total income tax provision

 $

 —

 $

 —

 The net operating losses ("NOLs")
carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section
382. The Company experienced a change in control for tax purposes in February 24, 2022. Due to change of control, the Company estimates
not being able to carryover approximately $ 1,700,000 of
NOL generated before February 24, 2022 to offset future income.

 As of September 30, 2023, the Company
had approximately $ 2,677,000 of
net operating loss carryforwards that may be offset against future taxable income. No tax benefit has been reported in the September
30, 2023 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Tax
returns for the years ended 2020 and forward are subject to review by the tax authorities.

 F- 23

 Note
 11 – Subsequent Events

 Management has evaluated subsequent
events through the date these financial statements were available to be issued. Please note the following matters deemed to be subsequent
events.

 On November 28, 2023, the Company
entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $22,222
in which the Company received $20,000 in cash (after giving effect to a 10% original issue discount) for payment to vendors.

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

 The maturity date of the AJB Note
is June
15, 2024. The AJB Note bears interest at 10 %
per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty.

 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.

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

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

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

 Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 50,000, payable in the form of 5,000,000
unregistered shares of the Company's common stock (the "Commitment Fee Shares") which were issued at note inception.

 F- 24

 Item 9. Changes in
and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A. 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 September 30, 2023. 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 September 30, 2023, 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 September 30, 2023 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 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.

 We lack the necessary accounting resources
 with sufficient SEC reporting experience, US GAAP knowledge and accounting experience. We
 also lack the resources to properly account for complex debt and equity transactions and
 are unable to analyze such transactions timely or in sufficient detail.

 Management believes that despite
our material weaknesses, our consolidated financial statements for the year ended September 30, 2023 are fairly stated, in all material
respects, in accordance with GAAP.

 (c) Changes in Internal Control
Over Financial Reporting

 During the fourth quarter of
2023, 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 errors or mistakes. 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.

 Attestation Report of the Independent
Registered Public Accounting Firm

 This Annual Report does not
include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank
Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

 Item 9B. Other Information

 None.

 Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable

 Item 10. Directors,
Executive Officers and Corporate Governance Directors and Executive Officers

 Our directors and executive
officers and their ages at the date of this filing are listed in the following table:

 Name

 Age

 Title

 Chief Executive Officer and Director

 Adam Potash

 Chief Operating Officer and Director

 Mike Elkin

 Chief Financial Officer

 John Possumato is a noted
consultant, author, and speaker in the automotive industry, and is the Founder and CEO of DIA since 2018. A serial entrepreneur and a
franchise car dealership owner veteran, Possumato has over 35 years of leadership experience fostering and growing start-up companies.
Also known by vehicle manufacturers, Possumato helped create the dealer focused commercial fleet programs for Ford, General Motors, and
Jaguar. Possumato conceived of DriveItAway in 2017, while at Automotive Mobile Solutions LLC, a technology company he founded and led
as CEO in 2012, to adapt new mobile marketing innovations to automotive retailers.

 He is also an attorney, a graduate
of the Law School at the University of Pennsylvania (J.D.) and the Wharton School of Business (B.S.), is a member of the Bar of the State
of Pennsylvania, was a Wharton School Entrepreneur in Residence, University City Science Center OnRamp Founder in Residence, a founding
Board member of the International Automotive Remarketers Alliance, and past Counsel to the Board of Directors of the Automotive Fleet
and Leasing Association. He most recently helped create the Drive For

 Freedom Foundation, a 501(c)(3)
nonprofit created to alleviate the "Poverty of the Carless."

 Adam Potash began his career
in a start-up engaging in passenger transportation and has been involved in mobility-based start-ups ever since. In 2011, he founded
and became CEO of Minds' Eye Innovations, which provided ride sharing software to taxi companies to compete against Uber and Lyft.
He helped to grow the company to service over 70 taxi companies processing 10,000+ orders per day. Mr. Potash later joined a ride share
start-up called Leap that was assembled by former management members of Gett Taxi (3 rd largest ride share company in NYC)
and became the CTO helping the team bring to market a new ride share concept. In 2019, Potash became COO of DIA, helping DIA launch its
"Pay As You Go" car ownership program, where he continues to lead product development and operations. He is a graduate of
Villanova University.

 Mike Elkin became the
Company's Chief Financial Officer on October 1, 2020. Mr. Elkin has over 20 years of experience as a controller and financial manager.
His experience includes providing financial and accounting advice to REIT's, non-profits and turnaround situations in the manufacturing,
distribution and service company sectors. Since 2017, Mr. Elkin has served as the controller for a private Real Estate Investment Trust
("REIT"). From 2005 to 2006, Mr. Elkin operated a consulting business in which he served as part-time controller or chief
financial officer for various private businesses. Mr. Elkin has a B.S. Degree in Accounting from the University of Florida, a Masters
Degree in Accounting from Nova Southeastern University, and a Masters Degree in Finance from Florida International University. Mr. Elkin
has been recognized by the Jacksonville Business Journal as CFO of the year. He was also honored by the Jacksonville Jewish Journal for
Social Action Work in the community.

 None of the directors and executive
officers has been involved in any legal proceedings as listed in Regulation S-K, Item 401(f).

 Term of Office

 Our directors are appointed
for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance
with our Bylaws and the provisions of the Delaware General Corporation Law. Our directors hold office after the expiration of his or
her term until his or her successor is elected and qualified, or until his or her resignation, death, or removal in accordance with our
Bylaws or the Delaware General Corporation Law.

 Our officers are appointed by
our board of directors and hold office until removed by our board of directors at any time for any reason.

 Family Relationships

 There are no family relationships
between or among any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

 Director Independence

 Our board of directors has reviewed
the independence of our directors and has determined that no director qualifies as an independent director pursuant to Rule 5605(a)(2)
of Nasdaq and applicable SEC rules and regulations. In making this determination, our board of directors considered the relationships
that each of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their
independence.

 Board Committees

 Our board of directors has no
separately designated committees and our board members carry out the functions of both an audit committee and a compensation committee.
We do not have an audit committee financial expert serving on our board of directors. Due to our limited financial resources, we are
not in a position to retain an independent director with the qualifications to serve as an audit committee financial expert at this time.

 Audit Committee Financial
Expert

 The Board has determined that
it does not have an "audit committee financial expert" within the meaning of SEC rules.

 Code of Ethics

 The Company has adopted a Code
of Ethics applicable to its principal executive, financial and accounting officers and persons performing similar functions, as well
as all directors and employees of the Company.

 Communication with the Board

 Our stockholders and other interested
parties may send written communications directly to the Board or to specified individual directors, including the Chairman or any other
non-management directors, by sending such communications to the Chief Executive Officer of the Company, P.O. Box 4502, Boise, Idaho 83711.
Such communications will be reviewed by our outside legal counsel and, depending on the content, will be:

 forwarded
 to the addressees or distributed at the next scheduled board meeting;

 if
 they relate to financial or accounting matters, forwarded to the audit committee or distributed
 at the next scheduled audit committee meeting;

 if
 they relate to executive officer compensation matters, forwarded to the compensation committee
 or discussed at the next scheduled compensation committee meeting;

 if
 they relate to the recommendation of the nomination of an individual, forwarded to the full
 Board or discussed at the next scheduled Board meeting; or

 if
 they relate to our operations, forwarded to the appropriate officers of our company, and
 the response or other handling of such communications reported to the Board at the next scheduled
 board meeting.

 If multiple communications are
received on a similar topic, the Secretary may, in his discretion, forward only representative correspondence. Any communications that
are abusive, in bad taste or present safety or security concerns may be handled differently.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Exchange
Act requires directors, executive officer and persons who beneficially own more than 10% of a registered class of our equity securities
to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities. Such persons are also
required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of the copies of the forms furnished
to us and written representations from certain reporting persons, we believe that, during the year ended September 30, 2022, none of
our executive officers, directors or beneficial owners of more than 10% of any class of registered equity security failed to file on
a timely basis any such report.

 Item 11. Executive Compensation

 The following identifies the
elements of compensation for the fiscal years 2022 and 2021 with respect to our "named executive officers," which term is
defined by Item 402 of the SEC's Regulation S-K to include (i) all individuals serving as our principal executive officer at any
time during fiscal year 2021, (ii) our two most highly compensated executive officers other than the principal executive officer who
were serving as executive officers at September 30, 2022 and whose total compensation (excluding nonqualified deferred compensation earnings)
exceeded $100,000, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing
item (ii) but for the fact that the individual was not serving as an executive officer of the Company at September 30, 2021.

 Summar y
 Compensation Table

 Fiscal

 Stock

 All Other

 Name
 and Principal Position

 Year

 Salary

 Compensation

 Compensation

 Total

 2023

 $
 104,000

 $
 —

 $
 —

 $
 104,000

 Chief Executive Officer (1)

 2022

 $
 61,000

 $

 $

 $
 61,000

 Adam Potash

 2023

 $
 104,000

 $
 —

 $
 —

 $
 104,000

 Chief Operating Officer (2)

 2022

 $
 61,000

 $

 $

 $
 61,000

 Mike Elkin

 2023

 $
 48,000

 $
 —

 $
 —

 $
 48,000

 Chief Financial Officer

 2022

 $
 48,000

 $

 $

 $
 48,000

 Rod K. Whiton

 2023

 $
 N/A

 $
 —

 $
 —

 $
 N/A

 President (3)

 2022

 $
 41,666

 $
 —

 $
 —

 $
 41,666

 Christopher Rego

 2023

 $
 N/A

 $
 —

 $
 —

 $
 N/A

 CEO (4)

 2022

 $
 60,000

 $
 —

 $
 —

 $
 60,000

 1)
 On
 February 24, 2022, John Possumato was appointed Chief Executive Officer of the Company

 2)
 On
 February 24, 2022, Adam Potash was appointed Chief Operating Officer of the Company

 3)
 On
 February 24, 2022, Rod Whiton resigned as President of the Company

 4)
 On
 February 24, 2022, Christopher Rego resigned as Chief Executive Officer of the Company.

 Narrative
Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

 We
believe that our compensation policies and practices for all employees and other individual service providers, including executive officers,
do not create risks that are reasonably likely to have a material adverse effect on us.

 Outstanding
Equity Awards At Fiscal Year-End

 None
of the named executive officers have any unvested equity awards or unexercised options in the Company as of September 30, 2023.

 Employee
Benefit Plans and Pension Benefits

 The
Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans. The Company
does not have a defined benefit, pension or profit-sharing plan.

 Director
Compensation

 Our
Board does not have a current compensation policy for its directors. However, we reimburse our directors for reasonable travel and other
related expenses. None of our directors received any director compensation during the year ended September 30, 2023.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth, as of January 9, 2024, certain information concerning the beneficial ownership of our common stock by (i)
each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors
and named executive officers, and (iii) all of our executive officers and directors as a group.

 The
number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the Securities
& Exchange Commission, or SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment
power and also any shares that the individual or entity has the right to acquire within 60 days through the exercise of any stock option,
warrant or other right, or the conversion of any security. Unless otherwise indicated, each person or entity has sole voting and investment
power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion in the
table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

 Number of

 Commons Shares

 Percent of

 of Beneficial

 Class

 Name
 and Address of Beneficial Owner (1)

 Ownership

 (2)

 5% Beneficial
 Owners:

 —

 —

 None

 Named
 Executive Officers and Directors:

 (3)

 34,590,190
 (3)

 32.46
 %

 Adam Potash (4)

 35,528,599
 (4)

 33.34
 %

 Paul Patrizio (5) (6)

 9,284,913
 (5)(6)

 8.71
 %

 All
 Officers and Directors as a Group

 79,403,702

 74.52
 %

 (1)
 Unless
 otherwise noted, the address of each beneficial owner is c/o DriveItAway Holdings, Inc. 3201
 Market Street, Suite 200/201, Philadelphia, PA 10104.

 (2)
 Applicable
 percentages are based on 106,551,722 shares of our common stock outstanding as of January
 9, 2023.

 (3)
 Includes
 32,680,519 common shares owned by Driveitaway, LLC. John Possumato, has investing and dispositive
 power of shares beneficially owned by Driveitaway, LLC.

 (4)
 Includes
 32,887,210 common shares owned by Minds Eye Innovation, Inc. Adam Potash has investing and
 dispositive power of shares beneficially owned by Minds Eye Innovation, Inc.

 (5)
 All
 9,284,913 common shares are owned by AEP Holdings, LLC. Paul Patrizio has investing and dispositive
 power of shares beneficially owned by AEP Holdings, LLC.

 (6)
 Paul
 Patrizio resigned from the Board of Directors, effective May 31, 2023. The resignation was
 not a result of any disagreement with the company on any matter relating to the operations,
 policies, or practices.

 Equity
Compensation Plan

 The
Company does not have an equity compensation plan.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Related
Party Convertible Notes Payable

 On
September 13, 2019, the Company issued a Convertible Promissory Note to Driveitaway, LLC, a company controlled by John Possumato, the
Company's CEO, for $30,000, with a maturity date of September 13, 2022. On October 13 and October 14, 2020, the Company issued
Convertible Promissory Notes to Driveitaway, LLC and Adam Potash, the Company's COO, for $25,000 each, which mature on October
13 and 14, 2022, respectively. On December 24, 2020, the Company issued a Convertible Promissory Note to Adam Potash, for $15,000, which
matures on December 24, 2022. Each of the notes bear interest at a rate of 6% per annum. The notes automatically convert into preferred
stock of DIA in the event DIA raises at least $1,000,000 by the issuance of preferred stock prior to the maturity dates of the notes
(a "Qualified Financing"). In the event DIA enters into a financing that is not a Qualified Financing prior to the maturity
dates of the notes, the holders have the right to convert their notes into the class and series of equity securities offered in the non-Qualified
Financing at the offer price thereof. In the event DIA effects a change of control, the holders have the option of converting their notes
into common stock in order to participate in the change of control or accelerating the maturity date and receiving cash at the time of
the change of control.

 At
the closing of the Share Exchange on February 24, 2022, the holders of the related party Convertible Promissory Notes agreed to convert
all of the principal and interest of $104,564 due under the notes into 52,284 shares of DIA common stock, which was automatically converted
into 52,284 shares of Series A Preferred.

 During
the years ended September 30, 2023, and 2022, the Company recorded interest expense for related parties of $4,918 and $2,296, respectively.
As of September 30, 2023 and 2022, the Company had accrued interest owed to related parties of $4,918 and $0, respectively.

 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. During the year ended September 30, 2023, related parties
made payments on the Company's behalf or provided short-term advances to the Company totaling $26,460 and the Company made repayments
to related parties of $1,460. As of September 30, 2023 and 2022, the Company owed related parties $25,080 and $80, respectively, for
this activity.

 Director
Independence

 Our
current Board consists of John Possumato, and Adam Potash. Our common stock is currently quoted on the over-the-counter market. Since
the over-the-counter market does not have its own rules for director independence, we use the definition of independence established
by the NASDAQ Stock Market. Under applicable NASDAQ Stock Market rules, a director will only qualify as an "independent director"
if none of the following conditions existed throughout the year (a) was employed by us, (b) received more than $120,000 in compensation
from us, other than for board services, (c) had a family member who was employed as an executive officer of us, (d) was, or had a family
member that was, a partner, controlling shareholder or executive officer of any organization that received payments for property or services
that exceeded the greater of 5% of the recipient's gross revenues or $200,000, (e) was, or had a family member that was, employed
as an executive officer of another entity during the past three years where any of the executive officers of us serve on the compensation
committee, or (f) was, or had a family member that was, a partner in our auditor at any time in the past three years. At this time, we
have determined that we have no independent directors.

 The
Board does not currently have any committees. The Board has approved the formation of an Audit Committee, and an Audit Committee charter,
but no members currently serve on the Audit Committee. The independent directors perform the functions of the Audit Committee.

 Item
14. Principal Accountant Fees and Services.

 The
following table presents fees for professional services provided by Mac Accounting Group & CPAs, LLP for the years September 30,
2023 and 2022, respectively:

 The
following table shows the fees billed aggregate to the Company for the periods shown:

 Fiscal Year

 Fiscal Year

 2023

 2022

 Audit Fees
 (1)

 $
 82,000

 $
 81,250

 Audit-Related Fees (2)

 —

 —

 Tax Fees (3)

 —

 —

 All Other Fees (4)

 —

 —

 Total Fees

 $
 82,000

 $
 81,250

 (1)
 Audit
 Fees. Audit services include work performed for the audit of our financial statements
 and the review of financial statements included in our quarterly reports, as well as work
 that is normally provided by the independent registered public accounting firm in connection
 with statutory and regulatory filings.

 (2)
 Audit-related
 services. Audit-related services are for assurance and related services that are reasonably
 related to the performance of the audit or review of our financial statements and are not
 covered above under "audit services."

 (3)
 Tax
 services. Tax services include all services performed by the independent registered public
 accounting firm's tax personnel for tax compliance, tax advice and tax planning.

 (4)
 All
 other Fees. All other fees are those services and/or travel expenses not described in
 the other categories. The SEC requires that before our independent registered public accounting
 firm is engaged by us to render any auditing or permitted non-audit related service, the
 engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to
 pre-approval policies and procedures established by the audit committee, provided that the
 policies and procedures are detailed as to the particular service, the audit committee is
 informed of each service, and such policies and procedures do not include delegation of the
 audit committee's responsibilities to management.

 Pre-Approval
Policies and Procedures

 We
do not have an audit committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All
of the above services and fees during the fiscal years ended September 30, 2023 and 2022 were reviewed and approved by our Board before
the respective services were rendered.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)
Exhibits

TO EXHIBITS

 Exhibits

 Description

 3.1

 Certificate
 of Incorporation, dated March 8,
 2006 (incorporated
 by
 reference to Exhibit 3.1 to the Company's
 Registration
 Statement on Form SB-2,
 File No. 333-1459990)

 3.2

 Amendment
 to Certificate of Incorporation,
 by
 reference to Exhibit 3.1.2 to the Company's
 Annual Report
 on Form 10-K for the
 fiscal year
 ended September
 30,
 2010)

 3.3

 Bylaws
 by
 reference to Exhibit 3.1 to the Company's
 Registration
 Statement on Form SB-2,
 File No. 333-145999)

 3.3.1

 Amended
 and Restated Bylaws,
 dated December 6,
 2019 (incorporated
 by
 reference to Exhibit 3.2 to the Company's
 filed on December 6,
 2019)

 3.4

 Certificate
 of Designation,
 Rights
 and Preferences of Series A Convertible Stock,
 dated February
 24,
 by reference to Exhibit 3.1 to the
 Company's
 filed on March 2,
 2022)

 3.5

 Amendment
 to Certificate of Incorporation,
 dated April
 18,
 by
 reference to Exhibit 3.1 to
 the Company's
 filed on April
 29,
 2022)

 4.1

 Promissory
 Note issued by
 the Company
 to ABJ Capital
 Investments,
 LLC,
 dated February
 24,
 by reference to Exhibit 4.1 to the
 Company's
 filed on November 4,
 2022)

 4.2

 Common
 Stock Purchase Warrant,
 issued by
 the Company
 to ABJ Capital
 Investments,
 LLC,
 dated February
 24,
 by
 reference to Exhibit 4.2 to the Company's
 filed on November 4,
 2022)

 4.3

 Form
 of Secured Convertible Note,
 2022 (2022
 by
 reference to Exhibit 4.1 to the Company's
 7,
 2022)

 4.4

 Form
 of Common Stock Purchase Warrant,
 2022 (2022
 by
 reference to Exhibit 4.2 to the Company's
 7,
 2022)

 4.5

 Form
 of Secured Convertible Note,
 by
 reference to Exhibit 4.1 to the Company's
 2022)

 4.6

 Form
 of Common Stock Purchase Warrant,
 by
 reference to Exhibit 4.2 to the Company's
 2022)

 10.1*

 Virtual
 Membership Agreement (Lease) by and between the Company and The Innovation Center, dated March 22, 2022

 10.2

 Agreement
 and Plan of Share Exchange,
 dated December 7,
 2021 by
 and among
 the Company,
 Driveitaway,
 Inc. and the shareholders of Driveitaway,
 Inc. (incorporated
 by
 reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed on December 7,
 2021)

 10.3

 Sale
 dated December 7,
 2021 by
 and between the Company
 and StroomX,
 LLC (incorporated
 by
 reference to Exhibit 10.2 to the
 on Form 8-K dated December 7,
 2021)

 10.4

 Securities
 Purchase Agreement,
 by
 and between the Company
 and AJB Capital
 Investments LLC,
 dated February
 24, 2022
 by
 reference to Exhibit 10.1 to the Company's
 filed on November 4, 2022)

 10.5

 First
 Amendment to the Securities Purchase Agreement,
 by
 and between the Company
 and AJB Capital
 Investments LLV, dated
 February
 24,
 by
 reference to Exhibit 10.2 to the Company's
 filed on November 4,
 2022)

 10.5

 Form
 of Subscription
 by
 reference to Exhibit 10.1 to the Company's
 7,
 2022)

 10.6

 Form
 of Security
 by
 reference to Exhibit 10.2 to the Company's
 7,
 2022)

 10.7

 Form
 of Piggyback
 Registration
 Rights
 by
 reference to Exhibit 10.3 to the Company's
 7,
 2022)

 10.8

 Form
 of Subscription
 by
 reference to Exhibit 10.1 to the Company's
 2022)

 10.9

 Form
 of Security
 by
 reference to Exhibit 10.2 to the Company's
 2022)

 10.10

 Form
 of Piggy
 Rights
 Registration
 by
 reference to Exhibit 10.3 to the Company's
 2022)

 Code
 of Ethics (incorporated
 by
 reference to Exhibit 14 to the Company's
 Annual Report
 on Form 10-K for the fiscal year ended September
 30,
 2015)

 21*

 Subsidiaries
 of the Company.

 31.1*

 Certification
 of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification
 of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 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.

 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

 Cover

 101.INS*

 Instance Document

 101.SCH*

 Taxonomy Extension Schema Document

 101.CAL*

 Taxonomy Extension Calculation Linkbase Document

 101.DEF*

 Taxonomy Extension Definition Linkbase Document

 101.LAB*

 Taxonomy Extension Label Linkbase Document

 101.PRE*

 Taxonomy Extension Presentation Linkbase Document

 * Filed
herewith.

 ** Furnished
herewith.

 Item 16. 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Dated: March 8, 2024

 By:

 /s/ John
 Possumato

 John Possumato, Chief Executive Officer

 (Principal Executive Officer)

 Dated: March 8, 2024

 By:

 /s/ Mike
 Elkin

 Mike Elkin, Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act, this report has been signed below on the 8 th
 day of March 2024 by the following persons on behalf of the registrant and in the capacities indicated.

 Name

 Title

 /s/

 Director, Chief Executive
 Officer

 /s/
 Mike Elkin

 Director, Chief Financial
 Officer

 Mike Elkin

 /s/ Adam
 Potash

 Director, Chief of Operating
 Officer

 Adam Potash