UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transitional period from _____________ to ______________
Commission File Number:
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
_____________________n/a________________________
(Former name or former address if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ | ||
| ☒ | Small Reporting Company | ||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
As of June 19, 2023, there were shares of common stock outstanding.
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 7 |
| Item 4. | Controls and Procedures | 8 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 9 |
| Item 1A. | Risk Factors | 9 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
| Item 3. | Defaults Upon Senior Securities | 9 |
| Item 4. | Mine Safety Disclosures | 9 |
| Item 5. | Other Information | 9 |
| Item 6. | Exhibits | 10 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DRIVEITAWAY HOLDINGS, INC.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
F-1
DriveItAway Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Vehicles, net | ||||||||
| Website development, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued interest – related parties | ||||||||
| SBA loan | ||||||||
| Deferred revenue | ||||||||
| Due to related party | ||||||||
| Promissory notes payable | ||||||||
| Promissory notes payable - related parties | ||||||||
| Convertible notes payable | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| SBA Loan - noncurrent | ||||||||
| Convertible note payable - noncurrent, net | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding at March 31, 2023 and shares issued and outstanding as of September 30, 2022, respectively | ||||||||
| Additional paid in capital | ||||||||
| Treasury stock, at cost shares at March 31, 2023 and September 30, 2022 | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
DriveItAway Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues | ||||||||||||||||
| Insurance revenue | $ | $ | $ | $ | ||||||||||||
| Rental revenue | ||||||||||||||||
| Initial fee revenue | ||||||||||||||||
| Miscellaneous Revenue | ||||||||||||||||
| Vehicle owner share | ( | ) | ( | ) | ( | ) | ||||||||||
| Driver and dealer insurance cost | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Revenues | ||||||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Salaries and payroll taxes | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Software development | ||||||||||||||||
| Selling expense | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on contingency liability | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on change in fair value of derivative liability | ( | ) | ||||||||||||||
| Gain on PPP loan forgiveness | ||||||||||||||||
| Amortization debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense - related parties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (Loss) Before Income Tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net Loss Per Common Share | ||||||||||||||||
| Basic net income (loss) per common share | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Diluted net loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
DriveItAway Holdings, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Deficit
(Unaudited)
For the Six Months Ended March 31, 2023
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Paid in | Treasury Stock | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||
| Balance - September 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Common stock issued in connection with promissory note | — | |||||||||||||||||||||||||||
| Stock based compensation | — | |||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - December 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
For the Six Months Ended March 31, 2022
| Series A | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Treasury Stock | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance - September 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Stock based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance - December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Stock based compensation | — | — | — | |||||||||||||||||||||||||||||||||
| Preferred stock issued for conversion of debt- related party | — | — | ||||||||||||||||||||||||||||||||||
| Preferred stock issued for conversion of debt | — | — | ||||||||||||||||||||||||||||||||||
| Preferred stock issued for exercise of stock option - related party | — | — | ||||||||||||||||||||||||||||||||||
| Reorganization | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Common stock issued in connection with promissory note | — | — | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance - March 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
DriveItAway Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Gain on PPP Loan Forgiveness | ( | ) | ||||||
| Stock-based compensation | ||||||||
| Loss on change in fair value of derivative liability | ||||||||
| Amortization and depreciation | ||||||||
| Loss on contingency liability | ||||||||
| Amortization of debt discount | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Due to related party | ||||||||
| Accounts receivable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ||||||||
| Accrued interest- related party | ||||||||
| Net Cash used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Website development | ( | ) | ||||||
| Purchase of vehicles | ( | ) | ||||||
| Acquisition of subsidiary | ||||||||
| Net Cash provided by (used in) Investing Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from promissory notes payable - related parties | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Proceeds from promissory notes payable | ||||||||
| Proceeds from the SBA Loan | ||||||||
| Repayment of SBA Loan | ( | ) | ||||||
| Net Cash provided by Financing Activities | ||||||||
| Net change in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash, beginning of period | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash Investing and Financing transactions: | ||||||||
| Preferred stock issued for conversion of debt -related party | $ | $ | ||||||
| Preferred stock issued for conversion of debt | $ | $ | ||||||
| Common stock and warrant issued in connection with promissory note | $ | $ | ||||||
| Common stock in connection with promissory note | $ | |||||||
| Recognition of derivative liability as debt discount | $ | $ | ||||||
| Debt discount in connection with original issue discount | $ | $ | ||||||
| Prepaid expenses reclassified to website development | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
DriveItAway Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
March 31, 2023
(Unaudited)
Note 1 – Organization, Description of Business and Going Concern
Nature of Organization
DriveItAway Holdings, Inc. (“DIA Holdings”, “the Company”, “we” or “us”) was formed in Delaware on March 8, 2006 as B2 Health, Inc. On July 2, 2010, the Company acquired BFK Franchise Company, LLC (“BFK”), a Nevada limited liability company, and concurrently changed its name to Creative Learning Corporation. On February 24, 2022, the Company acquired DriveItAway, Inc., and on March 18, 2022, disposed of BFK and its other subsidiaries involved in the learning business. On April 18, 2022, the name was changed to DriveItAway Holdings, Inc.
DIA Holdings is a national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new Electric Vehicles. For further information, please see www.driveitaway.com.
Going Concern
The Company’s
financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States,
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
During the period ended March 31, 2023, the Company had a net loss of $
In order 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
Basis of Presentation
The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2023, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended September 30, 2022, contained in the Company’s Form 10K, as filed on January 13, 2023.
F-6
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, 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.
Cash and Cash Equivalents
The Company
considers all highly liquid securities with original maturities of six months or less when acquired, to be cash equivalents. As of March
31, 2023, and September 30, 2022, the Company had cash of $
Restricted Cash
As of March
31, 2023 and September 30, 2022, the Company had $
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 March 31, 2023 and September 30, 2022 are adequate, but actual write-offs
could exceed the recorded allowance. As of March 31, 2023 and September 30, 2022 the balances in the allowance for doubtful accounts was
$
Financial Instruments
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-7
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.
Vehicles
Vehicles are recorded at cost and depreciated using the straight-line method over the estimated useful lives of 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 vehicle, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed vehicle. We remove fully depreciated vehicles from the cost and accumulated depreciation amounts disclosed.
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.
Derivative Financial Instruments
The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.
F-8
The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and warrants 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.
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, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. The Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer.
The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term.
Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third-party insurance provider on a monthly basis. This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations.
DIA also generates miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis.
The Company’s Cost of Goods sold consists of direct expenses, such as roadside assistance or telematics service fees, and 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.
F-9
General Advertising Costs
General
advertising costs are expensed as incurred. The Company incurred general advertising costs for the six months ended March 31, 2023 and
2022 of $
The Company recognizes compensation expense for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.
Income Taxes
The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.
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.
Recent Accounting Pronouncements
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.
Note 3 – Vehicles
The following table summarizes the components of our vehicles as of the dates presented:
| March 31, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Vehicle costs | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Vehicles, net | $ | $ | ||||||
Depreciation
expense for the six months ended March 31, 2023 and 2022, was $
F-10
Note 4 – Website Development
The following table summarizes the components of our website development as of the dates presented:
| March 31, | September 30, | |||||||
| 2022 | 2022 | |||||||
| Website development costs | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ||||||
| Website, net | $ | $ | ||||||
Amortization
expense for the six months ended March 31, 2023, and 2022, was $
Note 5 – Equity
Authorized
The company has authorized one billion () shares of common stock having a par value of $ per share, and ten million () shares of preferred stock having a par value of $0 per share. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders.
Series A Preferred Stock
The Company has authorized one series of preferred stock, which is known as the Series A Convertible Preferred Stock (the “Series A Preferred”). The Board has authorized the issuance of shares of Series A Preferred. The Series A Preferred Stock has the following rights and preferences:
Dividends: The Series A Preferred Stock is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred Stock were converted into shares of Common Stock immediately prior to the record date of the dividend declared on the Common Stock.
Liquidation
Preference:
Voting Rights:
Voluntary
Conversion Rights:
Mandatory
Conversion Right:
As of March 31, 2023, and September 30, 2022, the Company had shares of Series A Preferred stock outstanding.
F-11
During the six months ended March 31, 2022, the Company issued shares of DIA common stock which was automatically converted into shares of Series A Preferred at the closing of the Share Exchange on February 24, 2022. The preferred stock is reflected retroactively for all periods presented.
Common Stock
During the six months ended March 31, 2023, the Company issued:
| ● | shares of common stock valued at $ |
| ● | shares of common stock valued at $ |
During the six months ended March 31, 2022, the Company had the following common stock activity:
| ● | On February 24, 2022, the Company recognized the equity of DIA Holdings
as part of the reorganization which resulted in the Company recognizing the issuance of shares of common stock and shares
of treasury stock, at a value of $ |
| ● | On February 24, 2022, the Company issued shares of common
stock valued at $ |
As of March 31, 2023, and September 30, 2022, the Company had and 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 March 31, 2023 and September 30, 2022 the Company had shares of treasury stock valued at $
Warrants
In November
2022, in conjunction with a private offering and the issuance of secured promissory notes of $, the Company issued warrants
for $ per share. The transaction led to no explicit limit to the number of shares to be delivered upon future settlement of the
conversion options, therefore the warrants qualified for derivative accounting and were assigned a value of $
In February
2023, warrants with exercise price of $
In March 2023,
warrants with exercise price of $
All 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 six months ended March 31, 2023, is as follows:
| Warrants | Weighted-Average | Weighted-Average | ||||||||||||
| Outstanding | Exercise Price | Life (years) | ||||||||||||
| Balance as of September 30, 2022 | $ | |||||||||||||
| Issuance | $ | |||||||||||||
| Exercised | $ | — | ||||||||||||
| Expired | $ | — | ||||||||||||
| Balance as of March 31, 2023 | $ | |||||||||||||
The intrinsic value of the warrants as of March 31, 2023, is $. All of the outstanding warrants are exercisable as of March 31, 2023.
Note 6 – Note Payable
SBA Loan
On June 3, 2020,
the Company entered into a SBA Loan for $
F-12
Note 7 – Convertible Notes Payable
AJB Capital Investments, LLC Note
Effective
February 24, 2022 and as amended October 31, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with
AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $
The
maturity date of the AJB Note was extended to
The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance.
Also
pursuant to the SPA, the Company was to pay AJB a commitment fee of $
Pursuant
to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase
After
recording the derivative liabilities associated with the SPA, the Company allocated the net proceeds to the common
shares issued and the note itself based on their relative fair market values, resulting in the common shares being assigned a value of
$
On
October 31, 2022, the Company amended the AJB Note to issue additional Commitment Fee Shares, recognizing the value of the shares
and a debt discount of $
On
February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of note with amount of $
During the six
months ended March 31, 2023, the Company recorded interest expense of $
Secured Convertible Notes
In June 2022,
the Company’s board of directors approved an offering of up to Units at $
F-13
During June
2022, the Company sold a total of $ worth of Units to two accredited investors, which resulted in the issuance of two secured
promissory notes with an aggregate principal amount of $
During November
2022, the Company sold a total of $ worth of Units to two accredited investors, which resulted in the issuance of two secured
promissory notes with an aggregate principal amount of $
During the six
months ended March 31, 2023, the Company recorded interest expense of $
Note 8 – Derivative Liabilities
Certain features and instruments issued as part of the Company’s debt financing arrangements qualified for derivative accounting under ASC 815, Derivatives and Hedging, as the number of common shares that are to be issued under the arrangements are indeterminate, therefore the Company’s equity environment is tainted.
ASC 815 requires 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 March 31, 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 six months ended March 31, 2023, and year ended September 30, 2022:
| Six Months Ended | Year Ended | |||||||
| March 31, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Expected term | - years | - years | ||||||
| Expected average volatility | % - % | % - % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | % - % | % - % |
The following table summarizes the changes in the derivative liabilities during the six months ended March 31, 2023:
| Derivative liability balance - September 30, 2022 | $ | |||
| Addition of new derivatives recognized as debt discounts | ||||
| Loss on change in fair value of the derivative | ||||
| Derivative liability balance – March 31, 2023 | $ |
F-14
Note 9 – Related Party Transactions
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
six months ended March 31,2023 and 2022, the Company’s related party advanced $
In March
2023, the Company entered into three promissory note agreements with three related parties for a total of $
Note 10 – Promissory Notes Payable
In March 2023,
the Company entered into a promissory note agreement with an investor for amount of $
Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of convertible notes that would have been antidilutive in the application of the if-converted method.
For the six months ended March 31, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
| Six Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| Shares | Shares | |||||||
| Series A Convertible Preferred Stock | ||||||||
| Convertible notes | ||||||||
| Warrants | ||||||||
F-15
For the three months ended March 31, 2023, the computation of diluted net loss per share as follows:
| Three Months Ended | ||||
| March 31, | ||||
| 2023 | ||||
| Numerator: | ||||
| Net income (loss) | $ | |||
| Gain on change in fair value of derivatives | ( | ) | ||
| Amortization debt discount | ||||
| Net loss - diluted | $ | ( | ) | |
| Denominator: | ||||
| Weighted average common shares outstanding | ||||
| Effect of dilutive shares | ||||
| Diluted | ||||
| Net income (loss) per common share: | ||||
| Basic | $ | |||
| Diluted | $ | ( | ) | |
Note 12 – Subsequent Events
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
F-16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS
Special Note Regarding Forward-Looking Information
The following discussion and analysis of the results of operations and financial condition of DriveItAway Holdings, Inc., and its wholly owned subsidiary, DriveItAway, Inc., should be read in conjunction with the financial statements of the Company. and the notes to those financial statements that are included elsewhere in this Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.
Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.
Overview
DIA is the first national dealer focused mobility platform that enables car dealers to sell more vehicles in a seamless way through eCommerce, with its exclusive “Pay as You Go” app-based subscription program. DIA provides a comprehensive turnkey, solutions driven program with proprietary mobile technology and driver app, insurance coverages and training to get dealerships up and running quickly and profitably in emerging online sales opportunities. The company is planning to soon to expand its easy and transparent consumer app ‘subscription to ownership’ platform to enable entry level consumers to drive and acquire new electric vehicles.
1
RESULTS OF OPERATIONS
For the six months ended March 31, 2023, compared to the six months ended March 31, 2022
Our operating results for the six months ended March 31, 2023, and 2022 are summarized as follows:
| Six Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2023 | 2022 | Change | % | |||||||||||||
| Revenues | $ | 115,083 | $ | 21,646 | $ | 93,437 | 432 | % | ||||||||
| Cost of revenue | 86,550 | 11,095 | 75,455 | 680 | % | |||||||||||
| Gross Profit | 28,533 | 10,551 | 17,982 | 170 | % | |||||||||||
| Gross Profit Percentage | 25 | % | 49 | % | ||||||||||||
| Operating expense | 443,654 | 620,592 | (176,938 | ) | (29 | %) | ||||||||||
| Other expense | 125,266 | 482,766 | (357,500 | ) | (74 | %) | ||||||||||
| Net loss | $ | (540,387 | ) | $ | (1,092,807 | ) | $ | 552,420 | (51 | %) | ||||||
Revenues for the six months ended March 31, 2023, increased $93,437, from $21,646 for the period ending March 31, 2022, to $115,083 for the period ending March 31, 2023. This was primarily due to the somewhat greater availability of the supply of vehicles on our platform through a sublease arrangement, a derivative of the lessoning effect of the nation-wide car shortage resulting from supply chain disruptions due in part to the COVID-19 pandemic, and the gradual increase in supply of, semiconductor chips, one of the main components that run vehicle electronics.
We anticipate that, in 2023 automotive supply and demand will return to a more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.
Cost of revenue for the six months ended March 31, 2023, increased $75,455, from $11,095 for the period ending March 31, 2022, to $86,550 for the period ending March 31, 2023. This was primarily due to one-time fees in preparing a sublease car for rental, including telematics product and installation fees, pick up and transport fees, etc. In general, each time a new vehicle is introduced on our platform, there are fees associated with the initial preparation.
Operating expenses for the six months ended March 31, 2023, decreased $176,938 as compared to the six months ended March 31, 2022. The decrease was primarily attributable to a decrease in professional fees of $187,214 and salaries and payroll taxes of $32,575, however, we had an increase in selling expenses of $33,562 and other operating expenses of $9,289.
Loss from operations was $415,121 for the six months ended March 31, 2023, as compared to $610,041 for the six months ended March 31, 2022. The decrease of $194,920 was largely attributable to the change in operating expenses of $176,938 and an increase in gross profit of $17,982.
Other expenses for the six months ended March 31, 2023, were $125,266, as compared to $482,766 for the six months ended March 31, 2022. For the six months ended March 31, 2023, we incurred a loss on change in fair value of derivative of $3,196, amortization of debt discounts on our convertible notes of $41,975, interest expense of $79,469 and interest expenses -related parties of $626. For six months ended March 31, 2022, we incurred a loss on contingency liability of $400,000, amortization debt discount on our convertible notes of $87,683, interest expenses of $16,940, interest expenses -related parties of $2,296 and a gain on forgiveness of the Paycheck Protection (PPP) loan of $24,148 and interest income of $5.
2
For the three months ended March 31, 2023, compared to the three months ended March 31, 2022
Our operating results for the three months ended March 31, 2023, and 2022 are summarized as follows:
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2023 | 2022 | Change | % | |||||||||||||
| Revenues | $ | 67,000 | $ | 11,029 | $ | 55,971 | 507 | % | ||||||||
| Cost of revenue | 46,678 | 5,409 | 41,269 | 763 | % | |||||||||||
| Gross Profit | 20,322 | 5,620 | 14,702 | 262 | % | |||||||||||
| Gross Profit Percentage | 30 | % | 51 | % | ||||||||||||
| Operating expense | 220,010 | 346,688 | (126,678 | ) | (37 | %) | ||||||||||
| Other (income) expense | (380,309 | ) | 500,018 | (880,327 | ) | (176 | %) | |||||||||
| Net income (loss) | $ | 180,621 | $ | (841,086 | ) | $ | 1,021,707 | (121 | %) | |||||||
Revenues for the three months ended March 31, 2023, increased $55,971, from $11,029, for the period ending March 31, 2022, to $67,000 for the period ending March 31, 2023. This was primarily due to the somewhat greater availability of the supply of vehicles on our platform through a sublease arrangement, a derivative of the lessoning effect of the nation-wide car shortage resulting from supply chain disruptions due in part to the COVID-19 pandemic, and the gradual increase in supply of, semiconductor chips, one of the main components that run vehicle electronics.
We anticipate that, in 2023 automotive supply and demand will return to a more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.
Cost of revenue for the three months ended March 31, 2023, increased $41,269, from $5,409 for the period ending March 31, 2022, to $46,678 for the period ending March 31, 2023. This was primarily due to one-time fees in preparing a sublease car for rental, including telematics product and installation fees, pick up and transport fees, etc. In general, each time a new vehicle is introduced on our platform, there are fees associated with the initial preparation.
Operating expenses for the three months ended March 31, 2023, decreased $126,678 as compared to the three months ended March 31, 2022. The decrease was primarily attributable to a decrease in professional fees of $114,567 and salaries and payroll taxes of $44.325, however, we had an increase in other operating expenses of $32,214.
Loss from operations was $199,688 for the three months ended March 31, 2023, as compared to $341,068 for the three months ended March 31, 2022. The decrease of $141,380 was largely attributable to the change in operating expenses of $126,678 and an increase in gross profit of $14,702.
Other income for the three months ended March 31, 2023, was $380,309, as compared to other expenses of $500,018 for the three months ended March 31, 2022. For the three months ended March 31, 2023, we incurred a gain on change in fair value of derivative of $451,459, amortization of debt discounts on our convertible notes of $28,555, interest expense of $41,969 and interest expenses - related parties of $626. For the three months ended March 31, 2022, we incurred a loss on contingency liability of $400,000, amortization debt discount on our convertible notes of $87,683, interest expenses of $11,481, interest expenses - related parties of $859 and interest income of $5.
3
Liquidity and Capital Resources:
The following table provides selected financial data about our Company as of March 31, 2023, and September 30, 2022.
Working Capital
| March 31, | September 30, | |||||||||||||||
| 2023 | 2022 | Change | % | |||||||||||||
| Cash and restricted cash | $ | 41,911 | $ | 127,109 | $ | (85,198 | ) | (67 | %) | |||||||
| Current assets | $ | 69,720 | $ | 143,689 | $ | (73,969 | ) | (51 | %) | |||||||
| Current liabilities | 1,430,832 | 1,100,139 | 330,693 | 30 | % | |||||||||||
| Working capital (deficiency) | $ | (1,361,112 | ) | $ | (956,450 | ) | $ | (404,662 | ) | 42 | % | |||||
As of March 31, 2023, our working capital decreased $404,662 as compared to September 30, 2022. This was primarily attributable to a reduction in cash of $85,198, reduction in current assets of $73,969, and an increase in current liabilities of $330,693 as of March 31, 2023, as compared to September 30, 2022. Our current liabilities increased as a result of derivative liabilities increasing $51,624, convertible notes payable increasing $71,909, promissory notes payable - related parties increasing $47,692, promissory notes payable increasing $11,923, due to related parties increasing $25,000, deferred revenue increasing $4,268, accounts payable and accrued liabilities increasing $119,536, and accrued interest – related parties increasing $626, all of which was offset by a decrease in the SBA loan of $1,885.
Cash Flow Data:
| Six Months Ended | ||||||||||||
| March 31, | ||||||||||||
| 2023 | 2022 | Change | ||||||||||
| Cash used in operating activities | $ | (334,678 | ) | $ | (289,526 | ) | $ | (45,152 | ) | |||
| Cash provided by (used in) investing activities | $ | (72,872 | ) | $ | 70,361 | $ | (143,233 | ) | ||||
| Cash provided by financing activities | $ | 322,352 | $ | 802,450 | $ | (480,098 | ) | |||||
| Net Change in Cash and Restricted Cash | $ | (85,198 | ) | $ | 583,285 | $ | (668,483 | ) | ||||
Cash Flows from Operating Activities
During the six months ended March 31, 2023, we did not generate positive cash flows from operating activities. For the six months ended March 31, 2023, net cash flows used in operating activities was $334,678, consisting of a net loss of $540,387, reduced by a loss on change in derivative liability of $3,196, stock-based compensation expenses of $15,000, amortization debt discount of $41,975, depreciation and amortization of $17,836, a change in operating assets and liabilities of $127,703.
During the six months ended March 31, 2022, we did not generate positive cash flows from operating activities. For the six months end March 31, 2022, net cash flows used in operating activities was $289,526, consisting of a net loss of $1,092,807, reduced by an increase in stock - based compensation expenses of $372,836, loss on contingency liability of $400,000, amortization of debt discount of $87,683 and increased by gain on PPP loan of $24,148, and a change in operating assets and liabilities of $33,090.
Cash Flows from Investing Activities
During the six months ended March 31, 2023, the Company used cash for the purchased two vehicles for $67,039 and website development costs of $5,833.
During the six months ended March 31, 2022, the Company received $70,361 of cash for an acquisition of a subsidiary.
4
Cash Flows from Financing Activities
During the six months ended March 31, 2023, the Company generated $261,500 from the issuance of convertible notes, $50,000 from the issuance of promissory notes - related parties, $12,500 from issuance of promissory notes and repaid $1,648 on the SBA loan.
During the six months ended March 31, 2022, the Company generated $766,250 from issuance of convertible notes and $36,200 from the SBA loan.
Going Concern
As of March 31, 2023, the Company had a net loss of $540,387, accumulated deficit of $2,921,146 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, 2023.
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, operates in the retail automotive industry. The Company assists subprime and deep subprime candidates, with little or no down payment, in purchasing the used vehicle of his/her choice by first starting in an app based, turnkey rental, through participating franchise and independent car dealers. The Company derived its rental revenue from contract revenue share for rentals between participating franchise and independent car dealers and individual car rental customers (“customers”). In conjunction with the rental revenue, the Company generates revenue by providing driver and vehicle insurance through a third party, included in the rental contract with each customer.
5
The Company’s performance obligation for rental revenue is to provide an application to track car rental arrangements and to collect cash from car rental customers and remit those payments to participating franchise and independent car dealers, net of the Company’s revenue share. The car rental arrangements are over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term. The Company’s performance obligation for insurance revenue is to collect insurance fees from the customer and provide the third-party provider payment for the insurance provided to the customer. The insurance is offered over a fixed contracted period; therefore, the Company recognizes revenue ratably during the contract term.
Rental and insurance transactions are prepaid at the beginning of the rental cycle (typically a one-week rental that has an automatic renewal) with an automatic charge to the customer’s credit card on file through the DIA system. The DIA system then distributes the vehicle owner share (typically 85% of rental revenue) to the vehicle owner’s bank account from the Stripe Account. This amount is shown as a deduction to Revenues (“Vehicle Owner Share”) on the Company’s Statements of Operations. The net amount is then transferred from the Company’s Stripe Account to the DIA operating bank account. DIA also distributes insurance amounts due to the third-party insurance provider on a monthly basis. This amount is shown as a deduction to revenues (“Driver & Dealer Insurance Cost”) on the Company’s Statements of Operations.
DIA also generates miscellaneous revenue in a number of ways. At the end of the rental term, the DIA software system checks for any excess usage and charges, based on the terms of the rental contract, and will automatically charge a customer’s credit card. These charges are recognized when the credit card charge goes through and recorded as miscellaneous revenue on the Company’s Statements of Operations. Additional miscellaneous revenue represents amounts earned on telematics equipment and telematics software services related to each rental vehicle used to track excess usage and charges. DIA performance obligation is to provide the equipment to the vehicle owner for self-installation and allow access to the software throughout the rental term. The Company recognizes revenue when the equipment is delivered to the vehicle owner. Miscellaneous revenue associated with use of the telematics software is recognized on a monthly basis.
The Company’s Cost of Goods sold consists of direct expenses, such as roadside assistance or telematics service fees, and 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 expenses for all restricted stock awards and stock options. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.
Income Taxes
The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.
Financial Instruments
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:
6
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 fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.
The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.
The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
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ITEM 4. CONTROLS AND PROCEDURES.
| (a) | Evaluation of Disclosure Controls and Procedures |
Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of March 31, 2023. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.
| (b) | Management’s Annual Report on Internal Control Over Financial Reporting |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditure are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As of March 31, 2023, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were not effective as of March 31, 2023 due to the following identified material weaknesses:
| ● | Our control environment is inadequate. We have no risk assessment procedures, no formal information or communication process, and no monitoring activities in place. Additionally, we lack policies that require formal written approval for related party transactions. |
| ● | We have not established and/or maintained adequately designed internal controls in order to prevent or detect and correct material misstatements to the financial statements. We do not have controls in place to prevent individuals from manipulating financial data or entering inaccurate data into the accounting software, and there are no controls over the financial reporting close process. Additionally, we lack segregation of duties and review procedures to ensure our financial data is accurate. |
| ● | 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. |
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Management believes that despite our material weaknesses, our consolidated financial statements for the quarter ended March 31, 2023 are fairly stated, in all material respects, in accordance with GAAP.
| (c) | Changes in Internal Control Over Financial Reporting |
During the quarter ended March 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations Over Internal Controls
Management, including our Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are no resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| Incorporated by Reference | Filed or Furnished | ||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith |
| 31.1 | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | x | |||
| 31.2 | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | x | |||
| 32.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x | |||
| 32.2* | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | x | |||
| 101 | Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | x | |||
| 104 | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. | x | |||
* In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DRIVEITAWAY HOLDINGS, INC. | ||
| Date: June 20, 2023 | By: | /s/ John Possumato |
| John Possumato, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: June 20, 2023 | By: | /s/ Mike Elkin |
| Mike Elkin, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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