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Driveitaway Holdings Inc

For the period ended Sep 30, 2024. Filed Feb 24, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 24, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2023-09-30; filed 2024-03-08.

0001731122-24-000378

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

Current report: 10-K

Period ended 2024-09-30; filed 2025-02-24.

0001731122-25-000289

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 56 previous paragraphs and 58 current paragraphs.

40 unchanged; 14 reworded; 2 added; 2 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

During the year ended September 30, 2024 the Company purchased 26 vehicles for $642,647.

Current report

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.
Removed paragraphs (2)

Previous report

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

Previous report

During the year ended September 30, 2022, the Company generated $1,125,000 from the issuance of convertible notes and $36,200 from an SBA loan, offset by $128,750 of debt issuance costs.
Reworded paragraphs (14)

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

As of September 30, 2024 and September 30, 2023, our working capital deficiency was $4,335,188 and $1,861,864, respectively.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

As of September 30, 2023, the Company had a net loss of $930,137 accumulated deficit of $3,310,896 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2024.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.