DWAY 10-Q Quarter ended June 30, 2025

Note 1 – Organization, Description of Business and Going Concern

Nature of Organization

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

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

Going Concern

The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the nine months ended June 30, 2025, the Company had a net loss of $ 3 , 982,809 and cash used in operating activities of $ 260,973 . As of June 30, 2025, the Company had an accumulated deficit of $9, 541,948 . The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern depends on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

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

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 2 - Summary of Significant Accounting Policies

Note 3 – Related Party Transactions

Advances and Repayments

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

As of June 30, 2025 and September 30, 2024, the Company owed related parties for an unsecured, non-interest-bearing advance, payable on demand, in the amount of $ 26,380 and $ 25,080 , respectively.

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 (December 31, 2023) and issuance of 100,000 warrants with exercise price of $ 0.05 that expire on March 1, 2028 ( 5 years). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 3,068 which was recorded as a derivative liability and debt discount (see Note 8). During the nine months ended June 30, 2025 the Company reclassified one of these promissory notes with a value of $ 7,500 from Promissory notes payable – related party to Promissory notes payable due the note holder, a former director, no longer being considered a related party. As of June 30, 2025 and September 30, 2024, the amount due to related parties for Promissory notes payable was $ 42,500 .

During the nine months ended June 30 , 2025 and 2024, the Company recorded related party interest expense of $ 2,120 and $ 6,358 respectively.

Note 4 – Fixed and Intangible Assets

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

Vehicles with a net book value of $674,138 are pledged as collateral with an investor.

Depreciation expense for the nine months ended June 30, 2025 and 2024, was $ 107,367 and $ 24,430 , respectively. During the nine months ended June 30, 2025 and 2024, the Company purchased vehicles of $ 65,712 and $ 0 , respectively.

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

Amortization expense for the nine months ended June 30, 2025 and 2024, was $ 4,072 and $ 4,056 , respectively. During the nine months ended June 30, 2025 and 2024, the Company incurred no website development costs.

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.

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

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

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

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

During the nine months ended June 30, 2025 and 2024 there were no issuances of the Series A Preferred shares.

As of June 30, 2025 and September 30, 2024, the Company had no shares of Series A Preferred stock outstanding.

Common Stock

During the nine months ended June 30, 2025, the Company issued 250,000 shares of common stock to a private investor for gross proceeds of $ 5,000 .

During the nine months ended June 30, 2024, 6,750,000 shares of common stock were issued .

As of June 30, 2025 and September 30, 2024, the Company had 113,951,722 and 113,701,722 common shares issued, respectively.

Treasury stock

The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company in the secondary market. As of June 30, 2025 and September 30, 2024 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 .

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

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

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

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

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

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.

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 “Investor Warrant”). 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.

On November 1, 2024, the Investor Warrant agreement was amended to allow the purchase warrants to purchase up to 2,500,000 shares in a third tranche. During the three months ended March 31, 2025, the Company issued warrants to purchase up to 625,000 shares of common stock for gross proceeds of $ 50,000 .

On June 11, 2025, the Company issued a warrant to purchase up to 375,000 shares of its common stock to the chief financial officer of the Company. The warrant has a term of 5 years and an exercise price of $ 0.00001 . The warrant is fully vested on the date of grant. The fair market value of the warrant on the date of grant was $ 29,587 .

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

A summary of warrant activity during the nine months ended June 30, 2025, is as follows:

The intrinsic value of the warrants as of June 30, 2025, is $ 29,787 . All of the outstanding warrants are exercisable as of June 30, 2025.

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 nine months ended June 30, 2025 and 2023, the Company recorded interest expense of $ 2,180 and $ 2,157 , respectively, on the SBA Loan and as of June 30, 2025 and September 30, 2024, the accrued interest on the SBA Loan was $ 5,989 and $ 5,989 , respectively. As of June 30 , 2025 and September 30, 2024 the outstanding principal of SBA Loan was $ 115,007 and $ 116,838 , respectively.

The following represents the future aggregate maturities of the Company’s SBA Loan as of June 30, 2025 , for each of the five (5) succeeding years and thereafter as follows:

Promissory Notes Payable, in Default

As of June 30, 2025 and September 30, 2024, the Company had defaulted on the following promissory notes payable with aggregate outstanding principal of $ 20,000 and $ 20,000 respectively, and owed unpaid interest of $ 36,713 and $ 5,775 , respectively:

On March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $ 12,500 with interest bearing at 15 % per annum, maturity date of 120 days from issuance and issuance of 25,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 767 which was recorded as a derivative liability and debt discount (see Note 8). The note matured on June 30, 2023 and has not been repaid.

On March 1, 2023, the Company entered into a promissory note agreement with an investor for the amount of $ 7,500 with interest bearing at 15 % per annum, maturity date of 120 days from issuance and issuance of 15,000 warrants with exercise price of $0.05 that expire on March 1, 2028 (5 year). As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 668 which was recorded as a derivative liability and debt discount (see Note 8). The note matured on June 30, 2023 and has not been repaid.

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 June 30 , 2025, the Company has drawn $ 684,509 on the Promissory Note and $ 47,500 in broker and legal fees. The Company recorded deferred offering costs of $ 199,999 related to the warrant issued in conjunction with the Promissory Note. The Company amortized $ 66,248 of deferred offering costs during the nine months ended June 30 , 2025. The amount of interest accrued on the Promissory note was $ 98,808 during the nine months ended June 30 , 2025. The promissory notes payable balance was $ 684,509 and $ 574,478 as of June 30 , 2025 and September 30, 2024, respectively. The unamortized discount on the note payable was $ 10,729 and $ 34,349 at June 30 , 2025 and September 30, 2024, respectively.

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 $ 701,917 . 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 from a lender. Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the May 2023 Lender’s payment processing services until the Company has repaid the $ 35,982 (including fixed fees of $ 3,682 or approximately 10% of the note amount). The Company received net proceeds of $ 32,300 and the $ 3,685 of fixed fees were recorded as debt discount. As of June 30, 2025, the Company had amortized the full $ 3,682 of debt discount, had made repayments of $ 27,752 , and rolled $ 8,230 of the notes principal still due into a second note (see below), therefore the loan was considered paid in full.

On August 15, 2023 the Company executed a second note payable with the same lender with a face amount of $ 64,206 . Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $ 64,206 (including fixed fees of $ 6,206 or approximately 10% of the note amount). The Company received net proceeds of $ 49,770 after paying off the May 1, 2023 note and rolling $8,230 of its balance into the August 15, 2023 note and recording the $ 6,206 of fixed fees as a debt discount. During the nine months ended June 30, 2024, the Company amortized the full $ 6,206 of the debt discount and made repayments of $ 53,132 , and rolled $ 6,856 of the notes principal still due into a third note (see below), therefore the loan was considered paid in full as of September 30, 2024.

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

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. As of March 31, 2025, the note balance was rolled into the fifth note, therefore the loan was considered paid in full as of March 31, 2025.

On November 19, 2024, the Company executed a fifth note payable with a lender with a face amount of $ 85,314 . Under the terms of the agreement, the lender will withhold 20% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $ 85,314 (including fixed fees of $ 7,614 or approximately 10% of the note amount). The Company received net proceeds of $ 57,816 after paying off the July 2024 note and rolling $ 19,764 of its balance into the November 19, 2024 note and recording the $ 7,614 of fixed fees as a debt discount. As of June 30, 2025, the Company had amortized $ 7,614 of the debt discount and made repayments of $ 85,314 , resulting in a debt discount balance of $ 0 and a loan balance of $ 0 at June 30, 2025.

On March 17, 2025, the Company executed a sixth note payable with a lender with a face amount of $ 113,600 . Under the terms of the agreement, 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 $ 113,600 (including fixed fees of $ 11,132 or approximately 10% of the note amount). The Company received net proceeds of $ 88,695 after paying off the November 2024 note and rolling $ 24,905 of its balance into the March 17, 2025 note and recording the $ 11,132 of fixed fees as a debt discount. As of June 30, 2025, the Company had amortized $ 4,266 of the debt discount and made repayments of $ 43,529 , resulting in a debt discount balance of $ 6,478 and a loan balance of $ 66,109 at June 30, 2025.

The following represents the future aggregate maturities as of June 30, 2025 of the Company’s Promissory Notes Payable:

Note 7 – Convertible Notes Payable

AJB Capital Investments, LLC Notes

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

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

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

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 8).

Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 shares of the Company’s common stock for $ 0.30 per share, which was assigned a value of $ 107,283 that was recorded as derivative liability (see Notes 5 and 8). The warrants expire on February 24, 2027 . The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants.

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

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

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

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

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

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

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

The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance. The maturity date of the note has been extended to August 31, 2025.

On December 15, 2023, in conjunction with the issuance of this promissory note of $ 195,000 , the Company also issued to AJB common stock purchase warrants (the “December 2023 warrants”) to purchase 5,000,000 shares of the Company’s common stock for a nominal exercise price of $ 0.00001 per share. The December 2023 warrants may be exercised at any time on or after December 15, 2023 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $ 248,952 which was recorded as a derivative liability, with corresponding amounts of $ 150,750 was allocated to debt discount and the difference between the fair value of the December 2023 warrants and the net proceeds received of $ 98,202 was recognized as interest expense.

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

The maturity date of the AJB Note is August 31, 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 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 were used for working capital and other general corporate purposes.

The maturity date of the AJB Note is August 31, 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 $348,500 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.

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 August 31, 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 $ 337,500 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. The Company has drawn 100% of the available credit on the note as of June 30 , 2025.

On May 8, 2025, the Company executed a note agreement with AJB Capital with a principal balance of $ 80,000 and an original issue discount of $ 8,000 . The notes is due on November 8, 2025 and bears interest at 12 %. Legal and due diligence fees totaling $ 10,000 were deducted from the gross proceeds of the note, resulting in net proceeds of $ 62,000 to the Company. The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $ 0.00001 per share. The term of the warrant extends until such time as the warrant is exercised in full. The warrant is exercisable at any time on or after May 8, 2025 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $ 249,970 which was recorded as a derivative liability. As the assigned value of the warrants plus a $ 8,000 original issue discount and $ 10,000 of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred financing costs and will be recorded as a discount to the note.

On June 16, 2025, the Company executed a note agreement with AJB Capital with a principal balance of $ 45,000 and an original issue discount of $ 4,500 . The notes is due on December 16, 2025 and bears interest at 12 %. Legal and due diligence fees totaling $ 7,000 were deducted from the gross proceeds of the note, resulting in net proceeds of $ 33,500 to the Company. The note is convertible into common stock of the Company in the event of a default.

In conjunction with this note, the Company issued a warrant to purchase 15,000,000 shares of the Company’s common stock at a price of $ 0.00001 per share. The term of the warrant extends until such time as the warrant is exercised in full. The warrant is exercisable at any time on or after June 16, 2025 and until the warrant is exercised in full. The warrants also include various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrants. As a result of the Company’s equity environment being tainted, the warrants qualified for derivative accounting and were assigned a value of $ 1,183,388 which was recorded as a derivative liability. As the assigned value of the warrants plus a $ 4,500 original issue discount and $ 7,000 of loan fees exceeded the face value of the note, the face value of the note was initially recorded as deferred financing costs and will be recorded as a discount to the note.

During the nine months ended June 30, 2025, the Company recorded interest expense of $ 451,638 , amortization of debt discount of $ 125,172 , amortization of deferred financing costs of $ 203,464 and a loss on change in fair value of derivative liability of $ 2,504,840 for the guarantee and warrants. As of June 30, 2025 and September 30, 2024, the derivative liability was $ 3,986,354 and $ 1,386,014 for the guarantee and warrants, the debt discount recorded on the notes was $ 106,021 and $ 33,898 , the note payable principal was $ 1,717,722 and $ 1,480,222 , and the Company owed accrued interest of $ 507,096 and $ 316,300 .

During the nine months ended June 30, 2024, the Company recorded interest expense of $ 587,415 , additional debt discount of $ 362,564 , amortization of debt discount of $ 233,483 , and a loss on change in fair value of derivative liability of $ 97,829 for the guarantee and warrants. As of June 30, 2024, and September 30, 2023, the derivative liability was $ 1,136,697 and $ 1,278 for the guarantee and warrants, the debt discount recorded on the note was $ 114,579 and $ 51,487 , the note payable principal was $ 1,787 ,064 and $ 1,310 ,000 , and the Company owed accrued interest of $ 282,338 and $ 131,625 .

Effective February 14, 2023, the Company went into default on the AJB Note, however the lender waived all default provisions through August 31, 2025 therefore no default interest or penalties were incurred during the nine months ended June 30 , 2025 and the AJB note was not convertible as of June 30 , 2025.

The following represents the future aggregate maturities of the Company’s Convertible Notes Payable as of June 30 , 2025 for each of the five (5) succeeding years and thereafter as follows:

Convertible 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 8) 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, are in default, and are still outstanding .

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

During June 2022, the Company sold a total of $250,000 worth of Units to U.S. Escrow Services Corporation and Kevin Leach, two accredited investors, which resulted in the issuance of two secured promissory notes with an aggregate principal amount of $250,000 for cash proceeds of $230,000 (net of an original issuance discount of $20,000), and the issuance of 125,000 warrants (see Note 5). The $20,000 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative liability of $50,491. As a result of the Company’s equity environment being tainted the warrants qualified for derivative accounting and were assigned a value of $8,136 which was recorded as a derivative liability (see Note 8) and debt discount. The total debt discount of $78,627 is being amortized to interest expense over the term of the Note. Effective June 3, 2024 and June 16, 2024, these two secured promissory notes went into default, respectively .

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 5). The $20,000 was recorded as a debt discount and the conversion option embedded in the notes was bifurcated and accounted for as a derivative liability resulting in the Company recording a debt discount and derivative liability of $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 8) and debt discount). The total debt discount of $43,124 is being amortized to interest expense over the term of the Note .

During the nine months ended June 30 , 2024 , the Company recorded interest expense of $ 34,313 , paid interest of $ 0 and amortization of debt discount of $ 30,451 .

As of June 30, 2025 and September 30, 2024, the accrued interest on the promissory notes was $ 175,548 and $ 130,589 , respectively. As of June 30, 2025 and September 30, 2024 the outstanding principal of Promissory Notes Payable was $ 450,000 and $ 250,000 , respectively. As of June 30, 2025, the Company had defaulted on these promissory notes payable.

Note 8 – Derivative Liabilities

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

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

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair values at inception and as of June 30, 2025. 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 nine months ended June 30, 2025, and year ended September 30, 2024: