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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, 2024

 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

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

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.

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

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

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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.

by check mark whether 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.

by check mark whether 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, 2024 was $ 1,547,437 based on the closing price
of $0.057 of the Company's common stock as quoted on the OTCQB Marketplace on that date.

 As of February 24,
2025, there are 113,951,722 shares of common stock of the registrant outstanding.

 Documents Incorporated
by Reference:

 None

 PART
 I

 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

was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC ("BFK"),
a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company
acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April
18, 2022, the name was changed to DriveItAway Holdings, Inc. On April 12, 2024, the Company formed
DIA Leasing, LLC, a Florida limited liability company, which is a wholly owned subsidiary.

 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 "flexible-lease" model for any consumer, regardless
of down payment or credit history, or for those who just do not want to make an immediate long term financial commitment, in an easy,
transparent, and risk-free way 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 it up, once approved, 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
are given the option to buy the vehicle they are subscribing to, with the portion of the money they are paying in as rental fees "writing
down" 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 writing down the ultimate purchase
price with his/her usage payments while 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 and increasing down payment requirements, particularly for subprime and deep subprime buyers as auto loan delinquencies increase,
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 flexible lease 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
our own vehicles, always serviced and delivered by our car dealership partners. This both creates revenue for DriveItAway, and demonstrates,
in an "open book" environment, how dealers can best use our technology as software as a service, to run their own program,
as DriveItAway was created to offer. During 2024, we secured a 2 million dollar line of credit to expand operating our own company owned
vehicles. 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. 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. 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.

 Very clearly, without technology and integrations available in the last
few years, a flexible lease to 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.

 The EV Landscape

 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.

 While the future of federal EV new and used incentives is uncertain, what
is clear is that the transition from internal combustion to electric vehicles will continue, but at a slower pace, and stimulated by new
ways of ownership, one of which, we believe, will be the DriveItAway flexible lease program.

 Also, during the past year used EV values 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 and Foundation for Future Growth

 The year 2024 marked a dramatic shift in the automotive retail market,
back to more "normal" conditions. Car dealers once again found themselves with an oversupply of vehicles, just as interest
rates moved up to the highest level in decades, driving "floor plan" carrying costs much higher. At the same time, the average
new and used vehicle sales prices did not come down significantly from historic highs of prior years, and finance institutions tightened
credit and required higher down payment amounts, as delinquencies rose substantially. This has squeezed more and more "subprime"
and "deep subprime" credit buyers out of the traditional market, leaving, again, few good personal vehicle purchase alternatives.

 During this time, your Company has continued to lay the foundation for
rapid future growth. As for the last one hundred and twenty or so years vehicles have been for sale, there has almost always been more
"supply" than "demand," we worked past the current market anomaly and we prepared for the future by continuing
to develop the processes, technology, and relationships that we feel will make DriveItAway the high growth leader in its emerging market.

 Highlights of the accomplishments of DriveItAway 2024 –

 March 2024 – After a successful pilot test, DriveItAway
announced its partnership with Partners Personnel, the 12th largest national staffing organization in the nation, to offer its micro-lease
program to employees to help people get to work, as one of the largest employment problems for entry level employees is getting to and
from the job, according to Kristy Gebhart, Regional Vice President and Chair for the Associate Resource Committee of Partners Personnel

 April 2024 – DriveItAway announced that automotive retailers
can use the DriveItAway technology, with fleet credit line options provided by Westlake Fleet, part of Westlake Financial, providing a
comprehensive package for a turnkey dealership-based flexible lease program

 May 2024 – DriveItAway secured a credit line of 2 million
dollars, from a respected rental industry veteran, to fund its own fleet of vehicles for the DriveItAway platform, expanding its direct
services and also serving as an introduction and demonstration to partner dealers on how the program works, to entice dealers to run their
own fleet using DriveItAway technology

 July 2024 – DriveItAway announced a partnership with Corporate
Claims Management, one of the oldest and largest independent comprehensive fleet service and accident management companies in the US,
for national vehicle maintenance, mechanical service and accident management for driver-focused quality fleet care

 July 2024 – DriveItAway announced a partnership with Chapman
Automotive Group, an eight location, multi-franchise dealership group in Pennsylvania and New Jersey, to supply new vehicles and to provide
DriveItAway's micro-lease to ownership program to Chapman store customers

 September 2024 – DriveItAway announced a partnership with
AllShifts, one of the highest rated national healthcare staffing firms in the US, to help on-demand nurses get to the job

 Long-Term Growth Strategy

 As macro developments of oversupply and affordability
continue to create the automotive retail environment problems that the DriveItAway technology and platform was created to solve, and after
creating the foundational relationships and technologies to scale, we look forward to further rapid growth and achievements in 2025.

 Your Company has a number of goals to further growth and be ready to leverage
what we see will be a massive waive towards alternative ways to drive and then buy new and used vehicles, particularly by younger buyers
in the 18-34 age range, who need transportation but lack the cash, credit, or even desire to immediately make a long term financial commitment
to own one.

 First, we want to substantially increase our credit line to operate our
own fleet of vehicles, to both increase revenues, continue to improve our technology, and act as an "open book" example to
car dealers that are interested in using our platform as software-as-a-service to operate a fleet and expand sales and market share. We
see this as a unique competitive advantage of DriveItAway, in partnering with dealers to supply our own fleet, to show completely how
our program works – we don't just offer SaaS, we put our "money where our mouth is" in demonstrating the returns
and advantages. At root, we are designed for and remain an SaaS tool for dealers, but as any new innovation, the best sales process is
live demonstration.

 Second, we want to continue to make strong and deep industry alliances,
not just with partner companies but with the best individuals in our sector of the market. In 2025, our goal is to have some of the best
on a newly created Board of Advisors for your Company, and on our Board of Directors. Now that we have laid a firm foundation, we are
looking for the best people to guide longer term strategy and growth, to fully leverage the massive opportunity we see before us.

 Third, we want to open up the vast new market of small commercial (non-gig)
customers. Up until now your company has focused demand for individuals, particularly those who need a vehicle to get to and from work,
in 2025 our goal is to expand this market to those who use their SUV, truck or van to work, not in a gig or rideshare capacity, but as
a small fleet vehicle.

 There are over 3,275,000 vehicles used in small businesses in the US (Automotive
News, March 2024), representing a market size of over $300B with anticipated growth CAGR of 5.59 during the next year (Precedence Research,
Oct 2024). DriveItAway is now creating a strategic plan to address this large and fast-growing market with one of the leading experts
in the fleet business, on how to address small commercial account needs with a flexible, pay as you go lease, with DriveItAway. As with
subprime individuals, the credit criteria for conventional financing is very limited for these businesses, so DriveItAway sees a scalable,
large opportunity to satisfy this need, in the same way it does for individuals, by de-risking the process for both the vehicle owner
and the customer, that ultimately leads to more opportunity and sales.

 Employees

 As of September 30, 2024, 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 had a term
of one year and was renewed on a month-to-month basis until August 2024, when the office was closed. 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, 2024 and 2023. There is a very limited market for the Company's common stock

 Price Range

 High

 Low

 Year ended September 30, 2024

 First Quarter

 $
 0.10

 $
 0.0004

 Second Quarter

 $
 0.11

 $
 0.0025

 Third Quarter

 $
 0.09

 $
 0.02

 Fourth Quarter

 $
 0.11

 $
 0.04

 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

 Holders

 At
February 24, 2025, the Company had 113,951,722 outstanding
shares of common stock and 143 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

 In May 2024, the Company issued 750,000 shares of
its common stock to an accredited investor for $15,000 in gross proceeds. The issuance to the investor relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted

 In May 2024, the Company issued 1,000,000 shares of its common stock to a
lender as a commitment fee. The fair market value of the common stock on the date of grant was $70,000. The issuance to the investor relied
on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation
D promulgated thereunder concerning the issuance of restricted

 In July 2024, the Company issued 400,000 shares of
its common stock to four accredited investors for $8,000 in gross proceeds. The issuance to the investor relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted

 On July 12, 2024, the Company sold a warrant to purchase
5,000,000 shares of the Company's common stock at an exercise price of $0.00001 to an investor for $50,000. The warrant has no expiration
date. The investor has the option of funding the Company with two additional tranches of $50,000. The second tranche of $50,000 is due
within 60 days of the first funding date of July 12, 2024.

 On August 19, 2024, the Company received the funding
for the second tranche and issued to the investor a cash warrant to purchase up to 666,666 shares of Common Stock at an exercise price
of $0.08 per share. The warrant has no expiration date.

 In November 2024, the Company issued 250,000 shares
of its common stock to an accredited investor for $5,000 in gross proceeds. The issuance to the investor relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted

 At any time 90 days after the second tranche funding
date the investor may invest an additional $50,000 and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000
shares of Common Stock in the and a cash warrant to purchase up to 333,333 shares of Common Stock at an exercise price of $0.08 per share.
The warrant does not have an expiration date.

 The issuance to the investor relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder concerning the issuance of restricted

 Purchase of Equity Securities by the Issuer
and Affiliated Purchasers

 We did not repurchase any securities
during the fiscal year ended September 30, 2024.

 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. On April 12, 2024, the Company formed DIA Leasing,
LLC, a Florida limited liability company, which is a wholly owned subsidiary.

 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, 2024, compared
to year ended September 30, 2023

 Our operating results for the
years ended September 30, 2024 and 2023 are summarized as follows:

 Years
Ended

 September
30,

 2024

 2023

 Change
$

 Change
%

 Revenues

 $

 460,661

 $

 307,284

 $

 153,707

 %

 Cost
of revenue

 322,730

 238,763

 83,967

 %

 Gross
Profit

 138,261

 68,521

 69,740

 %

 Operating
expense

 706,416

 830,976

 (124,560

)

 (15

 %)

 Operating
loss

 (568,155

)

 (762,455

)

 194,300

 (25

 %)

 Other
Income (expense)

 (1,680,088

)

 (167,682

)

 (1,512,406

)

 (902

 %)

 Net
loss

 $

 (2,248,243

)

 $

 (930,137

)

 $

 (1,318,106

)

 (142

 %)

 Revenues
for the year ended September 30, 2024 was $460,991, as compared to $307,284 for the year ended September 30, 2023, an increase of $153,707
primarily due to a $149,248 increase in rental revenue.

 Operating expenses for the year
ended September 30, 2024 were $706,416 as compared to $830,976 for the year ended September 30, 2023. The decrease of $124,560 was primarily
attributable to a $29,730 decrease in salaries and payroll taxes, and a $94,664 decrease in professional fees.

 Operating loss was $568,155 for
the year ended September 30, 2024, as compared to $762,455 for the year ended September 30, 2023. The increase of $194,300 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, 2024 were ($1,680,088),
as compared to ($167,682) for the year ended September 30, 2023. The increase of $1,512,406 was attributable to increases in amortization
debt discount of $271,667, change in fair value of derivative liability of $512,474, amortization of deferred financing costs of $201,236,
and interest expense of $563,342.

 Liquidity and Capital Resources:

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

 Working Capital

 2024

 2023

 Change $

 Cash

 $

 33,588

 $

 4,632

 $

 28,956

 Current assets, net of restricted cash

 $

 37,996

 $

 16,216

 $

 21,780

 Current liabilities

 4,373,184

 1,878,080

 2,495,104

 Working capital (deficiency)

 $

 (4,335,188

)

 $

 (1,861,864

)

 $

 (2,473,324

)

 As of September 30, 2024 and September 30, 2023, our total current assets
net of restricted cash were $37,996 and $16,216 which were comprised of $33,588 and $4,632 in cash, $1,438 and $11,584 in accounts receivable
and $2,970 and $0 in prepaid expenses, respectively.

 As
 of September 30, 2024, our current liabilities were $4,373,184 which were comprised of $994,270
 in accounts payable and accrued liabilities, $12,752 in accrued interest – related
 party, $3,306 in deferred revenue, $1,339 in customer deposits, $25,080 in due to related
 party, $270,000 in promissory notes payable in default, $42,500 in promissory notes payable
 – related parties, $1,597,312 in convertible notes payable, and $1,386,014 in derivative
 liability. As of September 30, 2023 our current liabilities were $1,878,080 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, 2024 and September 30, 2023, our working capital deficiency
was $4,335,188 and $1,861,864, respectively.

 Cash Flow Data:

 Years ended

 2024

 2023

 Change $

 Cash used in operating activities

 $
 (424,379
)

 $
 (445,105
)

 $
 20,726

 Cash provided by (used in) investing activities

 $
 (642,647
)

 $
 (72,872
)

 $
 (569,775
)

 Cash provided by financing activities

 $
 1,077,423

 $
 414,059

 $
 663,364

 Net Change in Cash and Restricted Cash

 $
 10,397

 $
 (103,918
)

 $
 114,315

 Cash Flows from Operating Activities

 During the year ended September 30, 2024 the company did not generate positive
cash flows from operating activities. For the year ended September 30, 2024 net cash flows used in operating activities was $424,379 consisting
of a net loss of $2,248,243, reduced by amortization debt discount of $393,964, amortization and depreciation of $57,324, gain on change
in fair value of derivative liability of $342,751, amortization of deferred financing costs of $201,236, discount on lines of credit of
$(85,000), addition to derivative liability of $686,102, discount on notes payable of $(112,246), and a change in operating assets and
liabilities of $339,751.

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.

 Cash Flows from Investing Activities

30, 2024 the Company purchased 26 vehicles for $642,647.

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

 Cash Flows from Financing Activities

 During the year ended September 30, 2024, the Company generated $23,000 from the
sale of common stock, $100,000 from the sale of warrants, $454,250 from the issuance of notes payable, and $655,882 from lines of credit.
These proceeds were partially offset by repayments on notes payable of $155,709.

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.

 Going Concern

 As of September 30, 2024, the Company had a net loss of $2,248,243 accumulated
deficit of $5,559,139 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, 2025.

 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, 2024 and 2023,
the Company derived its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships
and individual car rental customers ("customers").

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

 Vehicles available in the platform can be owned or
leased by the Company or made available through arrangements with independent car dealerships ("dealerships"). For vehicles
owned or leased by the Company, the Company's performance obligation for rental revenue is to provide customers with a vehicle and
an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company's performance obligation
for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those
amounts to dealerships net of the Company's revenue share.

 The vehicle rental arrangements are over a fixed contracted
period; therefore, the Company recognizes rental revenue ratably over the contract term. The Company analyzes the start dates of all contracts
and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

 Costs related to rental revenue include depreciation
for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred
to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company's
revenue share being recognized.

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

 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, 2024 and 2023 refundable deposits
were $1,339 and $2,234 and deferred revenue was $3,306 and $7,233, respectively.

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

 Stock-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 1

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

 Level 2

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

 Level 3

 Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.

 The carrying amounts shown of
the Company's financial instruments including cash, accounts receivable, prepaid expense, accounts payable, and accrued liabilities
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, 2024
and 2023

 Page

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

 Report
of Independent Registered Public Accounting Firm (PCAOB ID NO: 6771)

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations

 Consolidated
 Statements of Changes in Stockholders' Deficit

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 Board of Directors and Shareholders

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheet of DriveItAway
Holdings, Inc. as of September 30, 2023, and the related consolidated statements of operations, changes in stockholder's deficit,
and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). 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 the results of its operations and its cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

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

 Basis for Opinion

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

 We conducted our audit in accordance with the standards of the PCAOB. 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 audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control over financial reporting. Accordingly, we express no such opinion.

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

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
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- 2

 Complex Debt Transaction

 During the year under audit the Company entered into multiple amendments
to their convertible note with AJB Capital Investments, LLC (see Note 7) that changed the terms of the original agreement, including changes
to the note principal, the commitment fee shares, and the warrants that were issued in conjunction with the borrowing. Due to the number
of modifications to the financing arrangement the accounting for the transaction was challenging and required complex auditor judgment,
including a detailed analysis and interpretation of accounting literature, and took a significant amount of audit effort.

 In order to audit the accounting for the debt agreement, we reviewed managements
analysis of the transaction and had to perform a significant amount of research and analysis to gain comfort in the accounting of the
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 served as DriveItAway Holdings
Inc.'s auditor since 2019.

 Midvale, Utah

 March 8, 2024

 F- 3

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and

 Board of Directors of DriveItAway Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of DriveItAway Holdings, Inc. and Subsidiary (the "Company") as of September 30, 2024, and the related consolidated
statements of operations, changes in stockholders' deficit, and cash flows, for the year then ended, and the related notes (collectively
referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year ended September 30,
2024, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company's ability to
continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As of September 30, 2024, the Company had a net loss of
$2,248,243, an accumulated deficit of $5,559,139 and the Company has not established sufficient revenue to cover its operating costs
for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations
through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash
requirements for the year ending September 30, 2025. These factors raise substantial doubt about its ability to continue as a going
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 Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

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

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

 Critical audit matter

 The critical audit matter communicated below is a
matter arising from the current audits of the financial statements that was communicated or required to be communicated to the Board of
Directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved challenging,
subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit
matter or on the accounts or disclosures to which it relates.

 An audit of these elements is especially challenging
and requires auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of
specialized skill or knowledge needed.

 Accounting for Warrants
issued in connection with Notes Payable

 As described in Notes 8, Derivative Liabilities, the Company issued prefunded
warrants for the purchase of the Company's common stock. The fair market value of the Warrants were recorded as a derivative liability.
The assigned value of the warrants along with loan fees and broker fees was recorded as deferred financing costs and will be recorded
as a discount to the note, amortized straight line over the life of the Promissory Note.

 The Company determined that this is an asset in accordance
with the guidance exception in ASC 470-20-25-2 (the "ASC") which indicates the ASC does not apply when warrants
are issued to obtain a line of credit rather than in connection with the issuance of a debt instrument. Issuing warrants to obtain a line
of credit is equivalent to paying a loan commitment or access fee (equivalent to the fair value of the warrant). As such, these costs
meet the definition of an asset. This exception applies, even if the line is fully drawn down at inception. The Company recorded deferred
financing costs, net of discount of, $248,763, derivative liability of $1,386,014 and loss from change in fair value of derivative liability
of $342,751, as of and for the year ended September 30, 2024.

 Our audit procedures included, but were not limited
to (1) a review of the assumptions by management and the guidance from the ASC (2) the derivative calculations, underlying assumptions
to arrive at fair value, initial recognition and subsequent measurement at the balance sheet date (3) the fair value model employed in
the derivative calculations (4) evaluation of whether the note exception from the ASC is applicable in the Company's case (5) the
ability of the Company to realize the asset value and (6) the method of amortization.

 /s/ Victor Mokuolu, CPA PLLC

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

 Houston, Texas

 February 24, 2025

 F- 4

 Consolidated Balance Sheets

 2024

 2023

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $

 33,588

 $

 4,632

 Restricted cash

 $

 —

 18,559

 Accounts receivable

 $

 1,438

 11,584

 Prepaid expenses

 $

 2,970

 —

 Total Current Assets

 37,996

 34,775

 Property, net

 $

 774,995

 184,228

 Intangible assets, net

 $

 6,343

 11,787

 Deferred financing costs, net

 $

 248,763

 —

 TOTAL ASSETS

 $

 1,068,097

 $

 230,790

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable

 $

 994,270

 $

 664,707

 Accrued interest - related party

 $

 12,752

 4,918

 Deferred revenue

 $

 3,306

 7,233

 Customer deposits

 $

 1,339

 2,234

 Due to related parties

 $

 25,080

 25,080

 Short term notes payable

 $

 38,159

 —

 Current portion of SBA Loan

 $

 2,452

 —

 Promissory notes payable, net of debt discount

 —

 27,437

 Promissory notes payable, in default

 $

 20,000

 12,500

 Promissory notes, payable - related parties, in default

 $

 42,500

 50,000

 Convertible notes payable, net, in default

 $

 250,000

 —

 Convertible notes payable, net

 $

 1,597,312

 1,082,654

 Derivative liability

 $

 1,317

 Total Current Liabilities

 $

 4,373,184

 1,878,080

 SBA Loan - noncurrent

 $

 114,386

 114,700

 Convertible note payable - noncurrent, net

 $

 —

 175,720

 Promissory notes payable - noncurrent

 $

 540,129

 16,649

 TOTAL LIABILITIES

 5,027,699

 2,185,149

 Commitments and Contingencies

 —

 —

 Stockholders' Deficit

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

 $

 —

 —

 Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized 113,701,722 shares issued, 113,686,622 outstanding as of September 30, 2024. 106,551,722 shares issued, and 106,536,622 outstanding as of September 30, 2023

 $

 11,371

 10,656

 Additional paid in capital

 $

 1,606,292

 1,364,007

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

 $

)

)

 Accumulated deficit

 $

 ( 5,559,139

)

 ( 3,310,896

)

 Total Stockholders' Deficit

 ( 3,959,602

)

 ( 1,954,359

)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 1,068,097

 $

 230,790

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

 F- 5

 DriveItAway Holdings,
Inc.

 Consolidated Statements
of Operations

 Years ended

 2024

 2023

 Revenues

 $
 460,991

 $
 307,284

 Cost of goods sold

 322,730

 238,763

 Gross profit

 138,261

 68,521

 Operating Expenses

 Salaries and payroll taxes

 267,895

 297,625

 Professional fees

 250,437

 345,101

 General and administrative

 142,021

 92,749

 Software development

 39,244

 56,529

 Advertising and marketing

 6,819

 38,972

 Total operating expenses

 706,416

 830,976

 Operating Loss

 ( 568,155
)

 ( 762,455
)

 Other Income (expense)

 Change in FV of derivative

 ( 342,751
)

 169,723

 Amortization debt discount

 ( 393,946
)

 ( 122,279
)

 Amortization of deferred financing costs

 ( 201,236
)

 —

 Loss on extinguishment of debt

 —

 ( 36,313
)

 Interest expense

 ( 733,560
)

 ( 173,895
)

 Interest expense - related parties

 ( 8,595
)

 ( 4,918
)

 Total other income (expense)

 ( 1,680,088
)

 ( 167,682
)

 Net Income (loss) before taxes

 ( 2,248,243
)

)

 Income tax benefit

 —

 —

 Net Income (Loss)

 $
 ( 2,248,243
)

 $
)

 Net loss per common share - basic and diluted

 $
 ( 0.02
)

 $
 ( 0.01
)

 Weighted average of common shares - basic and diluted

 110,277,132

 106,458,571

 F- 6

 DriveItAway Holdings,
Inc.

 Consolidated Statement
of Changes in Stockholders' Deficit Years Ended September 30, 2024 and 2023

 Common Stock

 Paid in

 Treasury Stock

 Accumulated

 Equity

 Shares

 Capital

 Shares

 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
)

 Additional

 Common Stock

 Paid in

 Treasury Stock

 Accumulated

 Shares

 Capital

 Shares

 Deficit

 Total

 Balance, September 30, 2023

 106,551,722

 $

 10,656

 $

 1,364,007

 $

 ( 15,100

)

 $

)

 $

 ( 3,310,896

)

 ( 1,954,359)

 Common stock issued for cash

 1,150,000

 228,555

 —

 —

 —

 23,000

 Common stock issued in connection with promissory note

 6,000,000

 119,400

 —

 —

 —

 120,000

 Warrants issued for cash

 —

 —

 100,000

 —

 —

 —

 100,000

 Net loss

 —

 —

 -

 ( 2,248,243

)

 ( 2,248,243)

 Balance, September 30, 2024

 113,701,722

 11,371

 1,606,292

 ( 15,100

)

)

 ( 5,559,139

)

 ( 3,959,602)

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

 F- 7

 Consolidated Statements of Cash Flows

 Years Ended September 30,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (Loss)

 $

 ( 2,248,243

)

 $

)

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

 Amortization of deferred financing costs

 201,236

 —

 Stock compensation

 —

 15,000

 Loss on change in fair value of derivative liability

 342,751

 ( 169,723

)

 Loss on debt extinguishment

 —

 36,313

 Amortization and depreciation

 57,324

 36,783

 Amortization of debt discount

 393,946

 122,279

 Discount on lines of credit

 ( 85,000

)

 —

 Additions to derivative liability

 686,102

 —

 Discount on notes payable

 ( 112,246

)

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 2,970

)

 —

 Accounts receivable

 10,146

 ( 5,502

)

 Deferred revenue

 ( 3,927

)

 5,132

 Accounts payable and accrued liabilities

 329,563

 437,598

 Customer deposits

 ( 895

)

 2,234

 Accrued interest related party

 7,834

 4,918

 Net Cash Used in Operating Activities

 ( 424,379

)

 ( 445,105

)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Website development

 —

 ( 5,833

)

 Purchase of vehicles

 ( 642,647

)

 ( 67,039

)

 Net Cash Used in Investing Activities

 ( 642,647

)

 ( 72,872

)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from related party advances

 —

 26,460

 Repayment of related party advances

 —

 ( 1,460

)

 Proceeds from sale of common stock for cash

 23,000

 —

 Proceeds from convertible notes payable

 —

 310,000

 Proceeds from the sale of warrants

 100,000

 —

 Proceeds from notes payable

 454,250

 —

 Proceeds from lines of credit

 655,882

 —

 Proceeds from promissory notes payable

 —

 104,458

 Proceeds from promissory notes - related party

 —

 50,000

 Repayment of notes payable

 ( 155,709

)

 ( 42,011

)

 Debt issuance costs

 —

 ( 33,388

)

 Net Cash Provided By Financing Activities

 1,077,423

 414,059

 Net increase (decrease) in cash and cash equivalents

 10,397

 ( 103,918

)

 Cash and cash equivalents, beginning of period

 23,191

 127,109

 Cash and cash equivalents, end of period

 $

 33,588

 $

 23,191

 Supplemental cash flow information

 Cash paid for interest

 $

 —

 $

 49,863

 Cash paid for taxes

 $

 —

 $

 —

 Non-cash transactions:

 Common stock issued in connection with promissory note

 $

 120,000

 $

 60,000

 Recognition of derivative liability as debt discount

 $

 —

 $

 26,959

 Debt discount in connection with original issue discount

 $

 28,000

 $

 —

 Prepaid expenses reclassified to website development

 $

 —

 $

 10,498

 Deferred financing costs

 $

 449,999

 $

 —

 F- 8

 Notes to Consolidated
Financial Statements September 30, 2024 and 2023

 Note 1 – Organization, Description
of Business and Going Concern

 Nature of Organization

("DIA Holdings", "the Company", "we" or "us") was formed in Delaware on March 8, 2006
as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC ("BFK"), a Nevada limited liability company,
and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and
on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed
to DriveItAway Holdings, Inc. On April 12, 2024, the Company formed DIA Leasing, LLC, a Florida
limited liability company, which is a wholly owned subsidiary.

 DIA Holdings is a national dealer
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, 2024, the Company had a net loss of $ 2,248,243,
 cash used in operating activities of $ 424,379 and a working capital deficit of $ 4,335,188.
As of September 30, 2024, the Company had an accumulated deficit of $ 5,559,139.
The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its
operating 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- 9

 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").

 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, 2024, and
2023, the Company had cash of $ 33,588 and $ 4,632, which included restricted cash of $ 0 and $ 18,559, respectively and did no t have cash
equivalents.

 Restricted Cash

 As of September 30, 2024 and
September 30, 2023, the Company had $ 0 and $ 18,559 in restricted cash that is held by AJB Capital LLC, for funds advanced by them,
but are to be used for future payment for professional fees.

 F- 10

 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, 2024, and 2023, are adequate, but actual write-offs could exceed the recorded
allowance. As of September 30, 2024, and 2023, 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, 2024 and 2023, includes the vehicle leases from third parties and the Company's
owned vehicles that are leased to the customers under operating leases. The contracts for these operating leases are short-term in nature
with terms less than twelve (12) months. The Company has elected as an accounting policy not to apply the recognition requirements in
ASC 2016-02, Leases ("ASC 842") to short-term leases. The Company recognizes the lease payments for short-term leases on a
straight-line basis over the lease term. As of September 30, 2024, 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- 11

 Level 1

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

 Level 2

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

 Level 3

 Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.

 The carrying amounts shown 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.

 The following table provides a summary of changes
in fair value of the Company's Level 3 financial liabilities as of September 30, 2024 and 2023:

 Schedule of fair value of financial assets and liabilities

 Fair Value Measurements at September 30, 2024 using:

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

 Significant Other Observable Inputs (Level 2)

 Significant Unobservable Inputs (Level 3)

 Liabilities

 $
 —

 —

 —

 $
 —

 Derivative Liabilities

 $

 —

 —

 $

 Fair Value Measurements at September 30, 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

 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.

 F- 12

 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, 2024 and 2023, the Company derived
its revenue from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships and individual
car rental customers ("customers").

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

 Vehicles available in the platform can be owned or
leased by the Company or made available through arrangements with independent car dealerships ("dealerships"). For vehicles
owned or leased by the Company, the Company's performance obligation for rental revenue is to provide customers with a vehicle and
an application to track vehicle rental arrangements. For vehicles made available through dealerships the Company's performance obligation
for rental revenue is to provide an application to track vehicle rental arrangements and to collect cash from customers and remit those
amounts to dealerships net of the Company's revenue share.

 The vehicle rental arrangements are over a fixed contracted
period; therefore, the Company recognizes rental revenue ratably over the contract term. The Company analyzes the start dates of all contracts
and allocates charges to customer credit cards for this service between revenue and deferred revenue at the end of each month.

 Costs related to rental revenue include depreciation
for Company owned vehicles and monthly lease payments when the vehicles are leased from a leasing company. The amount of revenue transferred
to dealerships is treated as contra-revenue because the Company acts as an agent in these transactions resulting in only the Company's
revenue share being recognized.

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

 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, 2024 and 2023 refundable deposits were $ 1,339 and $ 2,234 and deferred revenue was $ 3,306
and $ 7,233, respectively.

 F- 13

 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, 2024 and 2023 of $ 6,819
and $ 38,972, respectively.

 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, 2024, and 2023, the common stock equivalents were excluded from the computation of diluted net loss
per share as the result of the computation was anti-dilutive.

 Schedule of computation of diluted net loss per share

 2024

 2023

 Convertible notes

 2,250,000

 1,750,000

 Commitment

 5,000,000

 —

 Warrants

 22,350,000

 2,350,000

 29,600,000

 4,100,000

 Reclassification

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

 F- 14

 Recent Accounting Pronouncements

 In
the period from October 2024 through January 2025 the FASB issued Accounting Standards Update 2023-09-Income Taxes (Topic 740): Improvement
to Income Tax Disclosures. This amendment is effective for annual periods beginning after December 15, 2024. Management has evaluated
other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact
on our consolidated financial statements and related disclosures.

 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 5).

 On March 1, 2023, the Company entered into three promissory
note agreements with three related parties for a total of $ 50,000 with interest bearing at 15 % per annum, maturity date of 120 days from
issuance (June 30, 2023) and issuance of 100,000 warrants with exercise price of $0.05 that expire on March 1, 2028 ( 5 year). 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 5).

 During the years ended
September 30, 2024 and 2023, the Company recorded related party interest expense of $ 8,595
and $ 4,918,
respectively and amortization of debt discount of $ 0 and $ 3,068, respectively. As of September 30, 2024, the promissory note payable
– related party balance was $ 42,500.
As of September 30, 2024, the Company had defaulted on the promissory notes payable with aggregate outstanding principal of $ 42,500
and owed unpaid interest of $ 12,752. As of September 30, 2023, the Company had defaulted on the promissory notes
payable with aggregate outstanding principal of $ 50,000 and owed unpaid interest of $ 4,918.

 Advances and Repayments

 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, 2024 and 2023, related parties made payments on the Company's
behalf or provided short-term advances to the Company totaling $ 0 and $ 26,460, respectively, and the Company made repayments to related
parties of $ 0 and $ 1,460, respectively.

 As of September 30, 2024 and
2023, the Company owed related parties $ 25,080 for this activity.

 F- 15

 Note 4 – Fixed and Intangible
Assets

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

 Schedule of fixed assets

 2024

 2023

 Vehicle costs

 $
 867,551

 $
 224,903

 Accumulated depreciation

 ( 92,556
)

 ( 40,675
)

 Vehicles, net

 $
 774,995

 $
 184,228

 During the years ended
September 30, 2024 and 2023, the Company purchased passenger vehicles for $ 642,647 and $ 67,039,
respectively, and recorded depreciation of $ 51,880 and $ 32,239,
respectively.

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

 Schedule of intangible assets

 2024

 2023

 Website development costs

 $
 16,331

 $
 16,331

 Accumulated amortization

 ( 9,988
)

 ( 4,544
)

 Website, net

 $
 6,343

 $
 11,787

 During the years ended September 30, 2024 and 2023 the Company recorded
amortization of $ 5,444 and $ 4,544, respectively.

 Note 5 – 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- 16

 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.

 During the years ended
September 30, 2024 and 2023 there were no
issuances of the Series A Preferred shares.

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

 F- 17

 Common Stock

 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).

 On February 23, 2024, the
Company issued 5,000,000 shares of common stock valued at $ 50,000 for commitment fees in conjunction with the issuance of a promissory
note of $ 140,000.

 In May 2024, the Company issued 750,000 shares of
its common stock to an accredited investor for $ 15,000 in gross proceeds.

 In May 2024, the Company issued 1,000,000
 shares of common stock valued at $ 70,000 for commitment fees in conjunction with the issuance of a promissory note in
the amount of $ 63,000.

 In July 2024, the Company issued 400,000 shares of
its common stock to four accredited investors for $ 8,000 in gross proceeds.

 As of September 30, 2024, and 2023, the Company had
113,701,722 and 106,551,722 common shares issued, respectively.

 Treasury Stock

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

 Warrants

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

 F- 18

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

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

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

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

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

 In May 2024, in conjunction with the issuance of a
promissory note of $ 63,000, the Company issued warrants to purchase 5,000,000 shares of Company's common stock for nominal exercise
price of $ 0.00001 per share. The warrant is exercisable at any time on or after May 28, 2024 and until the warrant is exercised in full.
The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation
on the holder that, in certain circumstances, may serve to restrict the holder's right to exercise the warrants. As a result of
the Company's equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 348,500
which was recorded as a derivative liability. The note was discounted to a principal balance of $ 0 and a debt discount of $ 63,000 was
recorded at inception. The difference between the fair value of the warrants and the net proceeds received was recognized as interest
expense.

 In May 2024, in conjunction with the issuance of a
line of credit of $ 2,000,000, the Company issued warrants to purchase 5,000,000 shares of Company's common stock for
nominal exercise price of $ 0.00001 per share. The warrant is exercisable at any time on or after May 1, 2024 and until the warrant
is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a
beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder's right to exercise
the warrants. As a result of the Company's equity environment being tainted, the warrants qualified for derivative accounting and
were assigned a value of $ 180,000 which was recorded as a derivative liability. The assigned value of the warrants along with $ 7,500 of
loan fees and a 2% (or $40,000) required broker fee was initially recorded as deferred financing costs and will be recorded as a discount
to the note pro rata to draws made on the Promissory Note. Discounts will be amortized over the repayment term of the draw.

 F- 19

 In June 2024, in conjunction with the issuance of
a line of credit of $ 250,000, the Company issued warrants to purchase 5,000,000 shares of Company's common stock for
nominal exercise price of $ 0.00001 per share. The warrant is exercisable at any time on or after June 14, 2024 and until the warrant
is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a
beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder's right to exercise
the warrants. As a result of the Company's equity environment being tainted, the warrants qualified for derivative accounting and
were assigned a value of $ 337,500 which was recorded as a derivative liability. As the assigned value of the warrants plus a $ 25,000 original
issue discount and $12,500 of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred
financing costs and will be recorded as a discount to the note pro rata to draws made on the Promissory Note. Discounts will be amortized
over the repayment term of the draw. The difference between the fair value of the warrants and the face value of the note was recorded
as interest expense.

 On July 12, 2024, the Company sold a warrant to purchase
 5,000,000 shares of the Company's common stock at an exercise price of $ 0.00001 to an investor for $ 50,000. The warrant has no expiration
date. The investor has the option of funding the Company with two additional tranches of $ 50,000. The second tranche of $ 50,000 is due
within 60 days of the first funding date of July 12, 2024.

 On August 19, 2024, the Company received the funding
for the second tranche and issued to the investor a cash warrant to purchase up to 666,666 shares of Common Stock at an exercise price
of $ 0.08 per share. The warrant has no expiration date.

 At any time 90 days after the second tranche funding
date the investor may invest an additional $ 50,000 and the Company will issue to the investor a pre-funded warrant to purchase up to 2,500,000
shares of Common Stock in the and a cash warrant to purchase up to 333,333 shares of Common Stock at an exercise price of $ 0.08 per share.
The warrant does not have an expiration date.

 All derivative liabilities recognized
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, 2024 and 2023 is as follows:

 Schedule of common stock warrants activity

 Warrants

 Weighted-Average

 Weighted-Average

 Outstanding

 Exercise Price

 Life (years)

 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

 Issuance

 25,666,666

 $
 0.00001

 *

 Exercised

 —

 $
 —

 Expired/Cancelled

 —

 $
 —

 Balance as of September 30, 2024

 28,016,666

 $
 0.01

 *

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

 The intrinsic value of the warrants as of September 30, 2024 and 2023 is
$ 200 and $ 0. All of the outstanding warrants are exercisable as of September 30, 2024.

 F- 20

 Note 6 – Notes Payable

 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, 2024 and 2023, the Company recorded interest expense of $ 5,094
and $ 4,243,
respectively, on the SBA Loan and as of September 30, 2024 and 2023, the accrued interest on the SBA Loan was $ 5,989
and $ 6,722,
respectively. As of September 30, 2024 and 2023, the outstanding principal of SBA Loan was $ 116,838.

 The following represents the
future aggregate maturities of the Company's SBA Loan as of September 30, 2024 for each of the five (5) succeeding years and thereafter
as follows:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2025

 $
 2,452

 2026

 2,431

 2027

 2,431

 2028

 2,431

 2029

 2,431

 Thereafter

 104,662

 Total

 $
 116,838

 Promissory Notes Payable, in Default

 During June 2022, the Company sold a total of $250,000
worth of Units to U.S. Escrow Services Corporation and Kevin Leach, two accredited investors, which resulted in the issuance of two secured
promissory notes with an aggregate principal amount of $250,000 for cash proceeds of $230,000 (net of an original issuance discount of
$20,000), and the issuance of 125,000 warrants (see Note 6). The $20,000 was recorded as a debt discount and the conversion option embedded
in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative
liability of $50,491. As a result of the Company's equity environment being tainted the warrants qualified for derivative accounting
and were assigned a value of $8,136 which was recorded as a derivative liability (see Note 9) and debt discount. The total debt discount
of $78,627 is being amortized to interest expense over the term of the Note. The debt discount was $0 on September 30, 2024. These notes
matured in June 2024 and are still outstanding.

 On March 1, 2023, the Company
entered into a promissory note agreement with an investor for amount of $ 12,500 with interest bearing at 15 % per annum, maturity date
of 120 days from issuance and issuance of 25,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028 (5 year). As a result
of the Company's equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of
$ 767 which was recorded as a derivative liability and debt discount (see Note 6). During the years ended September 30,2024, the Company
recorded interest expense of $ 2,500 and $ 1,109 and amortization of debt discount of $ 0 and $ 767, respectively. As of September 30, 2024,
the debt discount recorded on the note was $0, resulting in a note payable balance of $ 12,500 and accrued interest of $ 3,609. As of September
30, 2023, the Company had defaulted on the promissory note payable.

30, 2024, the Company reclassified a promissory note entered on March 1, 2023 with a value of $ 7,500, with interest bearing 15%
per annum, maturity date 120 days from issuance (June 30, 2023) and issuance of 15,000 warrants with exercise price of $0.05 that expire
on March 1, 2028 (5 year), from Promissory notes payable – related party to Promissory notes payable due the note holder, a former
director, no longer being considered a related party. As a result of the Company's equity environment being tainted, the warrants
qualified for derivative accounting and were assigned a value of $460 which was recorded as a derivative liability and debt discount (see
Note 8). During the year ended September 30, 2024 and 2023, the Company recorded interest
expense of $ 1,500 and $ 1,791, respectively. As of September 30, 2024 and 2023, the accrued interest on the promissory note was $ 2,166
and $ 666, respectively. As of September 30, 2024 and 2023, the total outstanding principal of the promissory note payable was $ 7,500.
 As of September 30, 2024, the Company had defaulted on the promissory note payable.

 F- 21

 Credit Agreement

 On March 1, 2024, DIA Leasing,
LLC. (the "Borrower"), a direct wholly owned subsidiary of DriveitAway Holdings, Inc. ("DIA"), closed a $2,000,000
line of credit facility (the "Credit Facility") with an investor (the "Lender"). In connection with the Credit
Facility, a credit agreement, promissory note, security agreement and several related ancillary agreements were entered into by the parties.

 Pursuant to the Credit Agreement
dated May 1, 2024 (the "Credit Agreement"), among the Borrower and the Lender, the Lender agreed to make advances of principal
(the "draws") to the Borrower and to issue letters of credit on behalf of the Borrower. The Lender committed to provide up
to $250,000 for each draw and up to $2,000,000 of letters of credit. The Borrower must use the letters of credit and the proceeds of the
draws only for the purchase of motor vehicles to be used in the course of the Borrower's business. As of the date hereof, there
are no Loans or letters of credit outstanding under the Credit Agreement. The Borrower will pay a commitment fee to the Lender's
broker equal to 2.0% of the available commitments. DIA is a guarantor on the draws.

 Promissory Note

 Pursuant to the Promissory Note
(the "Note") dated May 1, 2024, Borrower promises to pay Lender the principal sum of Two Million Dollars and 00/100 ($2,000,000.00),
or so much thereof as may be disbursed to, or for the benefit of the Borrower, for the sole purpose of purchasing new motor vehicles for
use in Borrower's business. Disbursements shall be at the sole discretion of the Lender. The unpaid principal of this line of credit
shall bear simple interest at the rate of fifteen percent (15%) per annum. Interest shall be calculated based on the principal balance
as may be adjusted from time to time to reflect additional advances.

 Each advance of principal shall
be called a "Draw". Each Draw shall be in an amount no greater than Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00).
The eight Draws may be taken at any time over the 180 days following execution of the Note. Each Draw will be paid over a period of eighteen
(18) months from the date that the funds for each Draw are disbursed to Borrower. During the first three (3) months after disbursement,
Borrower shall make payments of interest only on the funds disbursed. From month four (4) through month seventeen (17), Borrower shall
make payments of principal and interest based on an amortization of forty-eight (48) months. On month eighteen (18) all outstanding principal
and unpaid interest shall be paid in full. All payments are due on first day of the month following disbursement.

 The Borrower shall be in default
of this Note on the occurrence of any of the following events: (i) the Borrower shall fail to meet its obligation to make the required
principal or interest payments hereunder or any term contained in the Loan Documents. (ii) the Borrower shall be dissolved or liquidated;
(iii) the Borrower shall make an assignment for the benefit of creditors or shall be unable to, or shall admit in writing their inability
to pay their debts as they become due; (iv) the Borrower shall commence any case, proceeding, or other action under any existing or future
law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, or any such action shall be commenced
against the undersigned; (v) the Borrower shall suffer a receiver to be appointed for it or for any of its property or shall suffer a
garnishment, attachment, levy or execution. Upon default of this Note, Lender may declare the entire amount due and owing hereunder to
be immediately due and payable.

 As of September 30, 2024,
the Company has drawn $ 526,978 on
the Promissory Note and $ 47,500 in
broker and legal fees. The Company recorded deferred offering costs of $ 199,999 related to the warrant issued in conjunction with
the Promissory Note. The Company amortized $ 55,328 of
deferred offering costs during the year ended September 30, 2024. The amount of interest accrued and paid on the Promissory note was
$ 12,752 17,253 as
of September 30, 2024. The promissory notes payable balance was $ 540,129 as
of September 30, 2024.

 F- 22

 Security Agreement

 Pursuant to a Security Agreement
dated May 1, 2024, all vehicles purchased shall be titled in the name of Borrower, and Borrower consents to a lien in favor of Lender
on the title to each vehicle purchased. Lender shall only be required to release the lien on each vehicle once Lender has received payment
in full of all principal, interest, and any other sums due on the Draw through which the vehicle was purchased. The net book value of
the vehicles that serve as collateral on this obligation is $ 620,185. The gross value of the pledged vehicles is less than the gross borrowings
on the Promissory Note.

 Warrant

 As further consideration for the
credit facility, DIA issued Lender a prefunded warrant (the "Warrant") for the purchase of up to 5,000,000 shares of DIA's
common stock. The fair market value of the Warrant was $ 180,000 the date of grant, which was recorded as a derivative liability. The assigned
value of the warrants along with $ 7,500 of loan fees and a 2% (or $ 40,000) required broker fee was initially recorded as deferred financing
costs and will be recorded as a discount to the note pro rata to draws made on the Promissory Note.

 Promissory Notes Payable

 On May 1, 2023 the Company executed
a note payable with a face amount of $ 35,982. Under the terms of the agreement, the lender will withhold 20% of the Company's daily
funds arising from sales through the lender's payment processing services until the Company has repaid the $ 35,982 (including fixed
fees of $ 3,682 or approximately 10% of the note amount). The Company received net proceeds of $ 32,300 and the $ 3,685 of fixed fees were
recorded as debt discount. As of September 30, 2023, the Company had amortized the full $ 3,682 of debt discount, had made repayments of
$ 27,752, and rolled $ 8,230 of the note's principal still due into a second note (see below), therefore the loan was considered paid
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, 2024, the Company had amortized the full $ 6,206 of the debt discount
and made repayments of $ 57,820 and rolled $ 6,386 of the note's principal still due into a third note (see below), therefore the
loan was considered paid in full.

 On
February 22, 2024, the Company executed a third note payable with the same lender with a face amount of $ 57,474. Under the terms of the
agreement, the lender will withhold 20% of the Company's daily funds arising from sales through the lender's payment processing
services until the Company has repaid the $ 57,474 (including fixed fees of $ 5,974 or approximately 10% of the note amount). The Company
received net proceeds of $ 44,644 after paying off the August 15, 2023 note and rolling $ 6,856 of its balance into the February 22, 2024
note and recording the $ 5,974 of fixed fees as a debt discount. As of September 30, 2024, the Company had amortized the full $ 5,974 of
the debt discount and made repayments of $ 38,211 and rolled $ 19,263 of the note's principal still due into a fourth note (see below),
therefore the loan was considered paid in full.

 On
July 3, 2024, the Company executed a fourth note payable with a lender with a face amount of $ 88,800. Under the terms of the agreement,
the lender will withhold 20% of the Company's daily funds arising from sales through the lender's payment processing services
until the Company has repaid the $ 88,800 (including fixed fees of $ 8,800 or approximately 10% of the note amount). The Company received
net proceeds of $ 60,737 after paying off the February 22, 2024 note and rolling $ 19,263 of its balance into the July 3, 2024 note and
recording the $ 8,800 of fixed fees as a debt discount. As of September 30, 2024, the Company had amortized $ 2,939 of the debt discount
and made repayments of $ 49,496, resulting in a debt discount balance of $ 5,861 and a loan balance of $ 39,304, for a net note balance of
$ 38,159 at September 30, 2024.

 F- 23

 The following represents the future aggregate maturities
as of September 30, 2024 of the Company's Promissory Notes Payable:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2025

 $
 38,159

 2026

 —

 Total

 $
 38,159

 Note 7 – Convertible Notes Payable

 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- 24

 The maturity date of the AJB
Note was extended to February 25, 2025. The AJB Note bears interest at 10 % per annum for the original note's period and 12% per
annum for extension period which was started from August 24, 2022, and it is payable on the first of each month beginning April 1, 2022.
The 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.

 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.

 F- 25

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

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

 The maturity date of the AJB Note is February
25, 2025 Company may prepay the AJB Note at any time without penalty.

 The note is convertible into
Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount
of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock,
as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). The conversion
price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior
to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (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 was used for working capital and other general corporate purposes.

 The maturity date of the AJB Note is February
25, 2025. 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.

 On May 28, 2024, the Company entered into another
SPA with AJB, and issued a promissory note in the amount of $ 63,000 (the "May 2024 AJB Note") to AJB in a private transaction
for a purchase price of $ 56,700 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the
Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $ 6,700. After payment of the fees and costs,
the net proceeds to the Company were $ 50,000, which will be used for working capital and other general corporate purposes.

 F- 26

 The maturity date of the AJB Note is February
25, 2025. The AJB Note bears interest at 12 % per year, and principal and accrued interest is due on the maturity date. The Company
may prepay the AJB Note at any time without penalty.

 Also pursuant to the SPA, the Company paid to AJB
a commitment fee in the form of 1,000,000 unregistered shares of the Company's common stock (the "Commitment Fee Shares")
which were issued at note inception. The Company also issued to AJB common stock purchase warrants (the "May 2024 warrants")
to purchase 5,000,000 shares of the Company's common stock for a nominal exercise price of $0.00001 per share. The May 2024 warrants
may be exercised at any time on or after May 28, 2024 and until the warrant is exercised in full. The warrants also include various covenants
of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances,
may serve to restrict the holder's right to exercise the warrants. As a result of the Company's equity environment being tainted
the warrants qualified for derivative accounting and were assigned a value of $ 348,499 which was recorded as a derivative liability. The
note was discounted to a principal balance of $ 0 and a debt discount of $ 63,000 was recorded at inception. The difference between the
fair value of the warrants and the net proceeds received was recognized as interest expense.

 On June 14, 2024, the Company entered into another
SPA with AJB, and issued a promissory note with a face amount of $ 250,000 (the "June 2024 AJB Note") to AJB in a private transaction
for a purchase price of $ 225,000 (after giving effect to a 10% original issue discount). In connection with the sale of the AJB Note,
the Company also paid certain fees and due diligence costs of AJB and brokerage fees, totaling $ 12,500. The Company may draw on the June
2024 AJB Note as automobiles for the rental fleet are purchased, up to a maximum amount of $ 212,500. As a result, the Company accounted
for this note as a line of credit.

 The maturity date of the AJB Note is February
25, 2025. The AJB Note bears interest at 15 % 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 9.99% of the outstanding shares of common stock, as determined in accordance
with Section 13(d) under the Securities Exchange Act of 1934 (the "Exchange Act"). The conversion price shall equal $0.01
per share, subject to adjustments. The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime
a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares
are "chilled" for deposit into the DTC system; (iii) a 15% discount will apply if the Company's common stock ceases
to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading
shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount
to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if
the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options,
warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically
reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.

 Also pursuant to the SPA, the Company paid to AJB
a commitment fee in the form of a warrant to purchase 5,000,000 unregistered shares of the Company's common stock for nominal exercise
price of $ 0.00001 per share. The warrant is exercisable at any time on or after June 14, 2024 and until the warrant is exercised in full.
The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation
on the holder that, in certain circumstances, may serve to restrict the holder's right to exercise the warrants. As a result of
the Company's equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $ 337,499
which was recorded as a derivative liability. As the assigned value of the warrants plus a $ 25,000 original issue discount and $ 12,500
of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred financing costs and will
be recorded as a discount to the note pro rata to draws made on the Promissory Note. Discounts will be amortized over the repayment term
of the draw. The difference between the fair value of the warrants and the face value of the note was recorded as interest expense.

 F- 27

 Notes to the
 Consolidated Financial Statements

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

 During the year ended September 30, 2024, the Company
recorded interest expense of $ 105,443 and recorded a loss on change in fair value of derivative liability of $ 293,574. As of September
30, 2024, the derivative liability was $ 245,442, the debt discount recorded on the note was $ 0, the note payable principal was $ 860,000,
and the Company owed accrued interest of $ 174,005.

 Effective February 14, 2023 the Company went into
default on the AJB Note, however the lender waived all default provisions through February 25, 2025 therefore no default interest or penalties
were incurred during the year ended September 30, 2024 and 2023 and the AJB note was not convertible as of September 30, 2024 and 2023.

 Secured Convertible Notes

 In June 2022, the Company's board of directors
approved an offering of up to 10 Units at $ 50,000 per Unit in a private offering. Each Unit consists of a Secured Convertible Note with
an original principal balance of $ 50,000 and one warrant to purchase Common Stock for every $2 invested in the offering. The warrants
have an exercise price of $ 0.30 per share and expire five ( 5) years from the date of issuance. Each Secured Convertible Note bears interest
at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $ 0.20
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 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.

 F- 28

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.

30, 2024, the Company recorded interest expense of $ 30,000, paid interest of $ 0, and recorded amortization of debt discount of $ 21,640.
As of September 30, 2024, the debt discount recorded on the notes was $ 2,640 and the principal balance was $ 200,000, resulting in a net
note payable balance of $ 197,360. As of September 30, 2024, the Company owed accrued interest of $ 56,584.

 The following represents the
future aggregate maturities of the Company's Secured Convertible Notes as of September 30, 2024 for each of the five (5) succeeding
years and thereafter as follows:

 Schedule of future aggregate maturities

 Fiscal year ending September 30,

 2025

 $
 200,000

 Total

 $
 200,000

 Note 8 – Derivative Liabilities

 As discussed in Note 7, certain
features and instruments issued as part of the Company's debt financing arrangements qualified for derivative accounting under ASC
815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore
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, 2024 and 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time
to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the
dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions
were used in the Black-Scholes model during the year ended September 30, 2024:

 Schedule of defined benefit plan, assumptions

 Expected term

 0.68 - 5.00 years

 Expected average volatility

 111 % - 499 %

 Expected dividend yield

 Risk-free interest rate

 3.93 % - 4.93 %

 At September 30, 2024, the estimated fair values of the liabilities measured
on a recurring basis are as follows (level 3):

 F- 29

 Schedule of estimated fair value of liabilities

 Commitment fee guarantee issued February 24, 2022

 $
 213,033

 Warrants issued February 24, 2022

 48,799

 Embedded conversion feature in Note issued June 3, 2022

 2,444

 Warrants issued June 3, 2022

 24,400

 Embedded conversion feature in Note issued June 16, 2022

 3,666

 Warrants issued June 16, 2022

 36,500

 Embedded conversion feature in Note issued November 15, 2022

 4,890

 Warrants issued November 15, 2022

 20,596

 Warrants issued on February 10, 2023

 48,799

 Warrants issued on March 1, 2023

 6,837

 Warrants issued on December 15, 2023

 243,950

 Warrants issued on May 1, 2024

 244,000

 Warrants issued on May 28, 2024

 244,000

 Warrants issued on June 16, 2024

 244,000

 Derivative liability balance - September 30, 2024

 $

 The following table summarizes the changes in the derivative liabilities
during the years ended September 30, 2024 and 2023:

 Schedule of derivative liabilities

 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

 Addition of new derivatives recognized as debt discounts

 1,089,454

 Gain on change in fair value of the derivative

 342,751

 Derivative liability balance - September 30, 2024

 $

 Note 9 – Income Taxes

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

 The components of the Company's deferred tax
asset and reconciliation of income taxes computed at the statutory rate of 31 % to the income tax amount recorded as of September
30, 2024 and 2023 are as follows:

 Schedule of Components of Deferred Taxes

 Years Ended

 2024

 2023

 Deferred tax assets:

 Net operating loss carryover

 $
 914,000

 $
 773,800

 Accruals

 4,100

 17,800

 Development

 —

 14,700

 Depreciation & amortization

 ( 13,200
)

 ( 12,200
)

 Valuation allowance

 ( 904,900
)

 ( 794,100
)

 Net deferred tax asset

 $
 —

 $
 —

 F- 30

 The income tax provision differs from the amount of
income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended September
30, 2024 and 2023, due to the following:

 Schedule of effective income tax rate reconciliation

 Years Ended

 2024

 2023

 Expected Federal Tax

 $
 ( 619,800
)

 21.0
 %

 $
 ( 195,300
)

 21.0
 %

 State income taxes (net of federal benefit)

 ( 103,900
)

 3.5
 %

 ( 73,500
)

 7.9
 %

 Permanent adjustments

 340,200

 ( 11.5
)%

 ( 0.1
)%

 State tax rate change

 38,200

 ( 1.3
)%

 38,200

 ( 4.1
)%

 Change in valuation allowance

 345,300

 ( 11.5
)%

 229,800

 ( 24.7
)%

 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, 2024, the Company had approximately
$ 3,450,000 of net operating loss carryforwards that may be offset against future taxable income. No tax benefit has been reported
in the September 30, 2024 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the
same amount. Tax returns for the years ended 2020 and forward are subject to review by the tax authorities.

 Note 10 – Subsequent Events

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

 On
October 24, 2024, the Company entered into an agreement with Free2Move North America, Inc. (Free2Move) to become an operator of Free2Moves
vehicle network. Free2Move, owned by the vehicle manufacturer Stellantis, has a fleet lease program designed for companies like DriveItAway,
that operate subscription rental vehicle services, with preferred fleet lease terms, for both interest carrying costs and residual value,
for all Stellantis (Jeep, Dodge, Ram, Chrysler, Alfa Romeo) vehicles.

 To date,
the Company has two vehicles on the Free2Move program on a pilot, and anticipates having many more Free2Move lease vehicles in the future.

 On November 7 th, the
Company entered into an agreement with Crum & Forster, represented by the broker Marsh, for contingent liability insurance for our
fleet of owned vehicles.

 On November 19, 2024, the Company
entered into a loan agreement with an existing note holder for a promissory note with a face value of $ 77,700 and an original issue discount
of $ 7,614. The loan is due on May 20, 2026.

 On November 25, 2024, the Company issued 250,000 shares
of its common stock to an accredited investor for $ 5,000 in gross proceeds.

 Subsequent to year end and up to the date of this filing, the Company purchased six vehicles
for $ 137,289. The purchases were financed from draws on existing credit lines.

 F- 31

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

 On September 30, 2024, the Board
of Directors of DriveItAway Holdings, Inc. (the "Registrant" or the 'Company") dismissed Mac Accounting Group
& CPAs, LLP (MAC) as its independent registered public accounting firm.

 During the period of MAC's
engagement as the Company's independent registered public accounting firm through September 30, 2024 (the "Engagement Period"),
there were no disagreements as defined in Item 304 of Regulation S-K with MAC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MAC, would have caused
it to make reference in connection with any opinion to the subject matter of the disagreement. Further, during the Engagement Period,
there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 On October 7, 2024, the Board of
Directors appointed Victor Mokoulu, CPA PLLC ("Mokoulu"), an independent registered public accounting firm which is registered
with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm.
During our two most recent fiscal years through September 30, 2024, neither us nor anyone on our behalf consulted Mokoulu regarding either
(1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit
opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).

 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, 2024. See material weaknesses discussed below in Management's Annual Report
on Internal Control over Financial Reporting.

 (b)

 Management's Annual Report on Internal Control Over Financial Reporting

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

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

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

 As of September 30, 2024, we
conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management concluded that our internal
controls over financial reporting were not effective as of September 30, 2024 due to the following identified material weaknesses:

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

 We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to 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, 2024 are fairly stated, in all material
respects, in accordance with GAAP.

 (c) Changes in Internal Control Over Financial Reporting

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

 Inherent Limitations Over Internal Controls

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

 John Possumato

 Chief Executive Officer and Director

 Adam Potash

 Chief Operating Officer and Director

 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.

 Steven M. Plumb became
the Company's Chief Financial Officer on April 4, 2024. Mr. Plumb is a seasoned senior executive and financial manager experienced
in operations, finance and marketing. He has Big 4 CPA experience, a background in IT, biotech, oil and gas, real estate, medical and
utility companies. Since 2001, he has served as the owner and president of Clear Financial Solutions, Inc., a consulting firm that provides
interim CFO services to small public companies. In this capacity he has prepared SEC filings, managed investor relations, raised capital,
conducted mergers and acquisition activities, developed successful offering memorandum, registration statements and investor presentations.
Mr. Plumb is a former auditor with PriceWaterhouseCoopers and KPMG. Mr. Plumb has a Bachelor of Business Administration degree from the
University of Texas at Austin, Austin, Texas.

 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, 2024, 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 2024 and 2023 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 2024, (ii) our two most highly compensated executive officers other than the principal executive officer who were
serving as executive officers at September 30, 2024 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, 2023.

 Summar y Compensation Table

 Fiscal

 Stock

 All Other

 Name and Principal Position

 Year

 Salary

 Compensation

 Compensation

 Total

 John Possumato

 2024

 $
 80,500

 $
 —

 $
 —

 $
 80,500

 Chief Executive Officer (1)

 2023

 $
 104,000

 $
 —

 $
 —

 $
 104,000

 Adam Potash

 2024

 $
 80,500

 $
 —

 $
 —

 $
 80,500

 Chief Operating Officer (2)

 2023

 $
 104,000

 $
 —

 $
 —

 $
 104,000

 2024

 $
 18,750

 $
 —

 $
 —

 $
 18,750

 Chief Financial Officer (3)

 2023

 $
 —

 $
 —

 $
 —

 $
 —

 Mike Elkin

 2024

 $
 12,000

 $
 —

 $
 —

 $
 12,000

 Chief Financial Officer (4)

 2023

 $
 48,000

 $
 —

 $
 —

 $
 48,000

 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 April 4, 2024, Steven Plumb was appointed Chief Financial Officer of the Company

 4)

 In March 2024, Mike Elkin resigned as Chief Financial 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, 2024.

 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, 2024.

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

 The
following table sets forth, as of February 24, 2025, 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:

 —

 —

 AJB Capital Holdings, LLC

 7,000,000

 6.2
 %

 Named Executive Officers and Directors:

 John Possumato (3)

 34,590,190
 (3)

 30.4
 %

 Adam Potash (4)

 35,528,599
 (4)

 31.2
 %

 —

 0.0
 %

 All Officers and Directors as a Group

 77,118,789

 67.8
 %

 (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 113,701,722 shares of our common stock
outstanding as of September 30, 2024.

 (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.

 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, 2024, and 2023, the Company recorded interest expense for related parties of $8,595 and $4,918, respectively. As of September 30,
2024 and 2023, the Company had accrued interest owed to related parties of $12,752 and $4,918, 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, 2024, related parties made payments on the Company's
behalf or provided short-term advances to the Company totaling $0 and the Company made repayments to related parties of $0. As of September
30, 2024 and 2023, the Company owed related parties $25,080 and $25,080, 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 our independent registered public accounting firm for the years September 30, 2024 and 2023,
respectively:

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

 Fiscal Year

 Fiscal Year

 2024

 2023

 Audit Fees (1)

 $
 77,455

 $
 82,000

 Audit-Related Fees (2)

 —

 —

 Tax Fees (3)

 —

 —

 All Other Fees (4)

 —

 —

 Total Fees

 $
 77,455

 $
 82,000

 (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, 2024 and 2023 were reviewed and approved by our Board before the respective services were
rendered.

 Item 15. Exhibits, Financial Statement
Schedules.

 (a) Exhibits

 INDEX 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, (incorporated 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
 (incorporated 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 Current Report on Form
 8-K, filed on December 6, 2019)

 3.4

 Certificate
 of Designation, Rights and Preferences of Series A Convertible Stock, dated February 24, 2022 (incorporated by reference to Exhibit
 3.1 to the Company's Current Report on Form 8-K, filed on March 2, 2022)

 3.5

 Amendment
 to Certificate of Incorporation, dated April 18, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report
 on Form 8-K, filed on April 29, 2022)

 4.1

 Promissory
 Note issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.1 to
 the Company's Current Report on Form 8-K, filed on November 4, 2022)

 4.2

 Common
 Stock Purchase Warrant, issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated
 by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed on November 4, 2022)

 4.3

 Form
 of Secured Convertible Note, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.1 to the Company's Current Report
 on Form 8-K, filed on July 7, 2022)

 4.4

 Form
 of Common Stock Purchase Warrant, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.2 to the Company's Current
 Report on Form 8-K, filed on July 7, 2022)

 4.5

 Form
 of Secured Convertible Note, dated November 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company's Current Report
 on Form 8-K, filed on November 21, 2022)

 4.6

 Form
 of Common Stock Purchase Warrant, dated November 15, 2022 (incorporated by reference to Exhibit 4.2 to the Company's
 Current Report on Form 8-K, filed on November 21, 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
 Agreement, dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit
 10.2 to the Current Report 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
 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, 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, 2022
 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on November 4, 2022)

 10.5

 Form
 of Subscription Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
 Form 8-K, filed on July 7, 2022)

 10.6

 Form
 of Security Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form
 8-K, filed on July 7, 2022)

 10.7

 Form
 of Piggyback Registration Rights Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.3 to the Company's
 Current Report on Form 8-K, filed on July 7, 2022)

 10.8

 Form
 of Subscription Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report
 on Form 8-K, filed on November 21, 2022)

 10.9

 Form
 of Security Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on
 Form 8-K, filed on November 21, 2022)

 10.10

 Form
 of Piggy Rights Registration Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company's
 Current Report on Form 8-K, filed on November 21, 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: February 24, 2025

 By:

 /s/ John
 Possumato

 John Possumato, Chief Executive Officer

 (Principal Executive Officer)

 Dated: February 24, 2025

 By:

 /s/ Steven
 M. Plumb

 Steven M. Plumb, 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 24th day of February 2025 by the following persons on behalf
of the registrant and in the capacities indicated.

 Name

 Title

 /s/ John Possumato

 Director, Chief Executive Officer

 John Possumato

 /s/

 Director, Chief Financial Officer

 /s/ Adam Potash

 Director, Chief Operating Officer

 Adam Potash